UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~November~~February 1928, ~~2021~~2023

INDEPENDENCE HOLDINGS CORP.

(Exact name of registrant as specified in its charter)


Cayman Islands	001-40178	98-1572684
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

~~277~~200 Park Avenue, 45th Floor New York, NY 10166 (Address of principal executive offices, including zip code)

29th Floor, Suite B

New York, NY 10172

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (212) 704-3000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	TradingSymbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A Ordinary Share and one-fifth of one Redeemable Warrant	ACQRU	The Nasdaq Stock Market LLC
Units, each consisting of one Class A ordinary share and one-fifth of one redeemable warrant	ACQRU	The Nasdaq Capital Market
Class A Ordinary Shares, par value $0.0001 per share	ACQR	The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share	ACQR	The Nasdaq Capital Market
Warrants, each whole warrant exercisable for one Class A Ordinary Share for $11.50 per share	ACQRW	The Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share for $11.50 per share	ACQRW	The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 48.0201. ~~Non-Reliance~~Other ~~on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review~~Events.

InOn ~~light~~February of28, ~~recent comment letters issued by the U.S. Securities and Exchange Commission (the “SEC”)~~2023, ~~the management of~~ Independence Holdings Corp. (the “Company”) ~~has~~issued ~~re-evaluated~~a ~~the~~press ~~Company’s~~release ~~application~~announcing ofit ~~ASC~~will ~~480-10-S99-3A~~redeem toall ~~its accounting classification~~ of ~~the~~its ~~redeemable~~outstanding Class A ordinary shares, par value $0.0001 ~~per share (the “Public Shares”)~~, ~~issued~~effective as ~~part~~ of the ~~units~~close ~~sold~~of inbusiness ~~the Company’s initial public offering (the “IPO”)~~ on March 1110, ~~2021. Historically~~2023, abecause ~~portion of~~ the ~~Public Shares was classified as permanent equity to maintain net tangible assets greater than $5,000,000 on the basis that the~~ Company will not consummate ~~its~~an initial business combination ~~only~~within if the ~~Company~~time ~~has~~period ~~net~~required ~~tangible~~by ~~assets~~its ofAmended atand ~~least~~Restated ~~$5,000,001.~~Memorandum ~~Pursuant~~and toArticles ~~such~~of ~~re-evaluation,~~Association. ~~the~~A ~~Company’s~~copy ~~management~~of ~~has determined that~~ the ~~Public~~press ~~Shares~~release ~~include~~is ~~certain~~attached ~~provisions~~hereto ~~that require classification of the Public Shares~~ as ~~temporary~~Exhibit ~~equity~~99.1 ~~regardless~~and ofis ~~the~~incorporated ~~minimum~~herein ~~net~~by ~~tangible assets required to complete the Company’s initial business combination~~reference.

~~Therefore, on November~~Item ~~19,~~9.01. ~~2021,~~Financial ~~the~~Statements ~~Company’s management~~ and the audit committee of the Company’s board of directors (the “Audit Committee”), after discussion with Marcum LLP (“Marcum”), the Company’s independent registered public accounting firm, concluded that the Company’s previously issued (i) audited balance sheet as of March 11, 2021, included in the Company’s Current Report on Form 8-K, filed with the SEC on March 17, 2021, (ii) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with the SEC on May 27, 2021, and (iii) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the SEC on August 16, 2021 (collectively, the “Affected Periods”), should be restated to report all Public Shares as temporary equity and should no longer be relied uponExhibits. As such, the Company has restated its financial statements for the Affected Periods in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, filed with the SEC on November 19, 2021 (the “Q3 Form 10-Q”), as described therein.

The Company does not expect any of the above changes will have any impact on its cash position and cash held in the trust account established in connection with the IPO (the “Trust Account”).


Exhibit No.		Description

99.1*		Press release, dated February 28, 2023

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~The~~* ~~Company’s~~Furnished management has concluded that in light of the classification error described above, a material weakness exists in the Company’s internal control over financial reporting and that the Company’s disclosure controls and procedures were not effectiveherewith. ~~The Company’s remediation plan with respect to such material weakness is described in more detail in the Q3 Form 10-Q.~~

The Company’s management and the Audit Committee have discussed the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with Marcum.

Forward-Looking Statements

This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the use of words such as “believes,” “expects,” “intends,” “plans,” “estimates,” “assumes,” “may,” “should,” “will,” “seeks,” or other similar expressions. Such statements may include, but are not limited to, statements regarding the impact of the Company’s restatement of certain historical financial statements, the Company’s cash position and cash held in the Trust Account and any proposed remediation measures with respect to identified material weaknesses. These statements are based on current expectations on the date of this Current Report on Form 8-K and involve a number of risks and uncertainties that may cause actual results to differ significantly. The Company does not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: ~~November 19~~February 28, ~~2021~~ 2023

Independence Holdings Corp.

/s/ John Lawrence Furlong

John Lawrence Furlong

Chief Executive Officer

Filing Compare · Independence Holdings Corp.