UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

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

~~PURSUANT~~Date TOof ~~SECTION~~Report 13(Date ORof ~~15(D~~earliest event reported): October 4, 2022

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 15, 2021

Tekkorp Digital Acquisition Corp.

(Exact name of registrant as specified in its charter)

Cayman Islands	001-39643	98-1553327
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1980 Festival Plaza Drive, St #300 Las Vegas, Nevada	89135
(Address of principal executive offices)	(Zip Code)

(~~807~~702) 879-9687 (Registrant’s telephone number, including area code)

Not Applicable (~~Registrant’s~~Former ~~telephone~~name ~~number~~or former address, ~~including area~~if ~~code~~changed since last report)

Not Applicable

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

Check the appropriate box below if the Form 8-K 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 Securities Exchange Act of 1934:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant	TEKKU	The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share	TEKK	The Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	TEKKW	The Nasdaq Stock Market LLC

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 ☒x

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 47.0201. ~~Non-Reliance~~Regulation onFD ~~Previously Issued Financial Statements or Related Audit Report or Completed Interim Report~~Disclosure.

InOn ~~connection~~October ~~with~~4, ~~the~~2022, ~~preparation of the financial statements of~~ Tekkorp Digital Acquisition Corp. (the “Company”) asannounced ofthat ~~September~~it ~~30,~~will: ~~2021,~~(i) ~~the~~no ~~Company~~longer ~~reevaluated~~pursue ~~the~~an ~~classification~~ extension of the ~~Class~~date Aby ~~ordinary~~which it ~~shares.~~must ~~The~~complete ~~Company~~an ~~previously~~initial ~~determined~~business ~~the~~combination ~~Class~~or Acease ~~ordinary~~its ~~shares~~operations ~~subject~~except tofor ~~possible redemption to be equal to~~ the ~~redemption~~purposes ~~value~~ of ~~$10.00~~winding ~~per~~down ~~Class~~and Aredeeming ~~ordinary~~shares held ~~share~~by ~~while~~its ~~also~~public ~~taking~~shareholders; ~~into~~(ii) ~~consideration~~at the ~~requirement~~previously inannounced ~~the~~Extraordinary ~~Company’s amended~~General ~~and~~Meeting ~~restated memorandum and articles~~ of ~~association that a redemption cannot result in~~ the Company’s ~~net~~shareholders ~~tangible assets~~initially ~~being~~contemplated ~~less~~to ~~than~~be ~~$5,000,001.~~held ~~Upon~~for ~~further~~the ~~evaluation,~~purpose ~~the~~of ~~Company~~seeking ~~determined~~an ~~that~~extension ~~the~~to ~~Class~~such Adate, ~~ordinary~~adjourn ~~shares~~the ~~issued~~meeting ~~during~~indefinitely without bringing the ~~initial~~proposal ~~public~~for ~~offering~~such ~~include~~extension ~~certain~~to ~~redemption~~its ~~features~~shareholders; ~~not~~and ~~solely~~(iii) ~~within~~not ~~the~~complete ~~Company’s~~its ~~control~~initial ~~that,~~business ~~under~~combination ~~Accounting~~by ~~Standards~~October ~~Codification (“ASC”)~~26, ~~480-10-S99~~2022, ~~Distinguishing~~the ~~Liabilities~~current ~~from~~deadline for ~~Equity,~~such ~~require~~date. ~~such~~A ~~shares~~copy toof bean ~~classified~~announcement asby ~~temporary~~the ~~equity, regardless~~Company ofrelated ~~the~~to ~~minimum~~such ~~net~~determination ~~tangible~~is ~~assets~~furnished ~~required~~as toExhibit ~~complete~~99.1 ~~the~~to ~~Company’s~~this ~~initial~~Current ~~business~~Report on ~~combination~~Form 8-K.

~~Therefore,~~The oninformation ~~November~~in ~~15,~~this ~~2021, after consultation~~Item ~~with~~7.01 ~~Marcum~~and ~~LLP,~~Exhibit ~~the~~99.1 ~~Company’s~~shall ~~independent~~not ~~registered~~be ~~public~~deemed ~~accounting firm (the~~ “~~Independent Accountants~~filed”), ~~the~~for ~~Company’s management~~purposes ~~and audit committee~~ of ~~the~~Section ~~board~~18 of ~~directors (~~the ~~“Audit~~Securities ~~Committee”)~~Exchange ~~concluded~~Act ~~that the Company’s previously issued audited balance sheet dated as~~ of ~~October 26~~1934, ~~2020,~~as ~~which was related to our initial public offering, the audited financial statements~~amended included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and the unaudited interim financial statements included in our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2021 and June 30, 2021 (~~collectively,~~ the “~~Relevant Periods~~Exchange Act”), ~~should~~or beotherwise ~~restated to report all Class A ordinary shares~~ subject to ~~possible redemption as temporary equity. Considering such restatement, such financial statements, as well as~~ the ~~relevant~~liabilities ~~portions~~ of ~~any~~that ~~communication which describes or are based on such financial statements~~section, ~~should~~nor noshall ~~longer~~it be ~~relied~~deemed ~~upon.~~incorporated ~~The~~by ~~Company~~reference in isany ~~concurrently~~ filing aunder ~~Form~~the ~~10-Q~~Securities ~~for~~Act ~~the~~of ~~period~~1933, ~~ended~~as ~~September 30~~amended, ~~2021~~ (or the ~~"Third~~Exchange ~~Quarter Report")~~Act, ~~which~~except ~~also~~as ~~includes~~expressly ~~the~~set ~~restated~~forth ~~financial~~by ~~statements~~specific ~~for~~reference ~~the~~in such ~~Relevant~~a ~~Periods~~filing.

~~The~~Item Company’s 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 effective8.01 ~~The~~Other ~~Company’s remediation plan with respect to such material weakness is described in more detail in the Third Quarter Report~~Events.

~~The~~Due to the Company not completing a business combination by October 26, 2022, as required by the Company’s ~~management~~Amended and Restated Memorandum and Articles of Association, following October 26, 2022, the ~~Audit~~Company ~~Committee~~will as promptly as possible, but not more than ten business days thereafter, redeem (the “Redemption”) ~~have~~100% ~~discussed~~of the ~~matters~~Company’s ~~disclosed~~issued and outstanding Class A ordinary shares, par value $0.0001 per share (the “Public Shares”). In the Redemption, funds held in ~~this~~the ~~Current~~Company’s ~~Report~~trust account, less $100,000 of interest to pay dissolution expenses and net of taxes payable, will be distributed to each holder of Public Shares on ~~Form~~a 8pro rata basis (such amount, the “Redemption Amount”). Based upon the amount held in the trust account as of September 30, 2022, which was $251,258,990.15, the Company estimates that the per-Kshare Redemption ~~pursuant~~Amount towill ~~this~~be ~~Item~~approximately 4$10.0205. There will be no redemption rights or liquidating distributions with respect to the ~~Independent~~Company’s warrants, ~~Accountants~~which will expire worthless upon the liquidation of the Company.

~~IMPORTANT~~The ~~LEGAL~~Company ~~INFORMATION~~anticipates that the Public Shares, as well as the Company’s publicly traded units and warrants, will cease trading as of the close of business on October 26, 2022. On the Redemption Date, the Public Shares will be deemed cancelled and will represent only the right to receive the Redemption Amount. The Company has been advised that The Nasdaq Stock Market LLC will file a Form 25 with the United States Securities and Exchange Commission (the “SEC”) to delist the Company’s securities. Thereafter, the Company will file a Form 15 with the SEC to terminate the registration of its securities under the Securities Exchange Act of 1934, as amended.

~~Cautionary~~Beneficial ~~Statement~~owners ~~Regarding~~of ~~Forward-Looking~~the Public ~~Statements~~Shares held in “street name,” will not need to take any action in order to receive their pro rata portion of the Redemption Amount. Holders of registered Public Shares will need to present their respective shares to the Company’s transfer agent, Continental Stock Transfer & Trust Company, to receive their pro rata portion of the Redemption Amount.

This report may include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, including those relating to the filing of the Form 10-Q for the period ended September 30, 2021, other than statements of historical fact included in this report are forward-looking statements. When used in this report, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to the Company or its management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the SEC. All subsequent written or oral forward-looking statements attributable to the Company or persons acting on its behalf are qualified in their entirety by this paragraph. Forward~~-looking~~ ~~statements~~Looking are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s Annual Report on Form 10-K, as it may be amended, filed with the SEC. Copies of such filings are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.Statements

1This report may include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact included in this report are forward-looking statements. When used in this report, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to the Company or its management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the SEC. All subsequent written or oral forward-looking statements attributable to the Company or persons acting on its behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s Annual Report on Form 10-K filed with the SEC on March 4, 2022 and Quarterly Reports on Form 10-Q filed with the SEC on May 16, 2022 and August 12, 2022, and as those may be further amended and/or supplemented in subsequent filings with the SEC. Copies of such filings are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this report, except as required by law.

~~SIGNATURE~~Item 9.01 Financial Statements and Exhibits.

~~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~~(d) Exhibits.

	Tekkorp Digital Acquisition Corp.
Exhibit No.		Description of Exhibits
Date: November 15, 2021	By:	/s/ Eric Matejevich
99.1		Announcement, dated October 4, 2022, by the Company.
	Name:	Eric Matejevich
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).
	Title:	Chief Financial Officer

2SIGNATURE

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.

	Tekkorp Digital Acquisition Corp.


Date: October 4, 2022	By:	/s/ Eric Matejevich
	Name:	Eric Matejevich
	Title:	Chief Financial Officer

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