UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~November~~ December 16, ~~2021~~2022

GLASS HOUSES ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Delaware		001-40262		86-1565667
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

3811 Turtle Creek Blvd., Suite 1100

Dallas, Texas 75219

(Address of principal executive offices, including zip code)

(972) 850-7474

(Registrant’s telephone number, including area code)

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	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A common stock, $0.0001 par value per share, and one-half of one redeemable warrant	GLHAU	The Nasdaq Capital Market LLC
Shares of Class A common stock included as part of the units	GLHA	The Nasdaq Capital Market LLC
Redeemable warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share	GLHAW	The Nasdaq Capital Market LLC
Shares of Class A common stock underlying redeemable warrants included as part of the units	GLHA	The Nasdaq Capital 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 or Rule 12b-2 of the Securities Exchange Act of 1934.

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 4 3.0201 ~~Non-Reliance~~Notice onof ~~Previously~~Delisting ~~Issued~~or Failure ~~Financial~~to ~~Statement~~Satisfy ~~and~~a ~~Audit~~Continued ~~Report~~Listing Rule or Standard; Transfer of Listing.

~~In light~~On ofDecember ~~recent~~16, ~~comment~~2022, Glass ~~letters~~Houses ~~issued~~Acquisition byCorp. (the ~~U.S.~~“Company”) ~~Securities~~(i) ~~and~~notified ~~Exchange~~The ~~Commission~~Nasdaq ~~(the~~Capital Market LLC (“~~SEC~~Nasdaq”), ~~the management~~ of ~~Glass~~the anticipated ~~Houses~~Redemption ~~Acquisition~~(as ~~Corp.~~defined ~~(the~~and ~~“Company”~~described below) ~~has~~and ~~re-evaluated~~ the Company’s ~~application~~subsequent ofliquidation ~~ASC~~and ~~480-10-S99-3A~~dissolution toand ~~its~~(ii) ~~accounting~~requested that Nasdaq ~~classification~~(A) suspend trading of the ~~redeemable~~Company’s shares of Class A common stock, par value $0.0001 per share (~~the~~ “~~Public~~Class ~~Shares~~A Common Stock”), ~~issued~~ asredeemable ~~part~~warrants ofto ~~the~~purchase ~~units~~shares ~~sold~~of inClass ~~the~~A ~~Company’s~~Common ~~initial~~Stock ~~public offering~~ (~~the~~ “~~IPO~~Warrants”) onand ~~March 25~~units, ~~2021.~~each ~~Historically,~~consisting aof ~~portion~~ one share of ~~the~~Class A ~~Public~~Common ~~Shares~~Stock ~~was~~and ~~classified~~one-half asof ~~permanent~~one ~~equity~~Warrant to(the ~~maintain~~units, ~~net~~together ~~tangible~~with ~~assets~~the ~~greater~~Class ~~than~~A ~~$5,000,000~~Common onStock and the ~~basis~~Warrants, ~~that~~collectively, the “Securities”), ~~Company~~effective ~~will~~before ~~consummate~~the ~~its~~opening ~~initial~~of ~~business~~trading ~~combination~~on ~~only~~December if19, ~~the~~2022, ~~Company~~and ~~has~~(B) ~~net~~file ~~tangible~~with ~~assets~~the ofSecurities atand ~~least~~Exchange ~~$5,000,001.~~Commission ~~Pursuant~~(the “SEC”) toa ~~such~~Form ~~re-evaluation,~~25 ~~the~~Notification ~~Company’s~~of ~~management~~Removal ~~has~~from ~~determined~~Listing ~~that~~and/or ~~the~~Registration ~~Public~~(“Form ~~Shares~~25”) ~~include~~to ~~certain~~delist ~~provisions~~and ~~that~~deregister ~~require~~the ~~classification~~Securities under Section 12(b) of the ~~Public~~Securities ~~Shares~~Exchange asAct ~~temporary~~of ~~equity~~1934, ~~regardless~~as ofamended (the ~~minimum~~“Exchange ~~net~~Act”). ~~tangible~~As ~~assets~~a ~~required~~result, ~~to complete~~ the ~~Company’s~~Securities ~~initial~~will no ~~business~~longer ~~combination~~be listed on Nasdaq.

~~Therefore, on~~The ~~November 16, 2021, the~~ Company’s ~~management~~expects and the audit committee of the Company’s board of directors (the “Audit Committee”), after consultation with Marcum LLP (“Marcum”), the Company’s independent registered public accounting firm, concluded that ~~the Company’s previously reported financial statements -- (i) audited balance sheet as of March 25, 2021,~~ asNasdaq ~~previously~~will ~~restated~~file in the ~~Company’s Quarterly Report on~~ Form ~~10-Q~~25 ~~for the period ended March 31, 2021, filed~~ with the SEC on ~~June 11~~December 16, ~~2021 (the "Q1 Form 10-Q")~~2022, ~~(ii)~~upon ~~unaudited~~which ~~condensed~~the ~~financial~~delisting ~~statements as~~ of ~~and for~~ the ~~period~~Securities ~~ended~~will ~~March~~become ~~31,~~effective. ~~2021~~Following ~~included~~that, in the Q1Company ~~Form~~intends ~~10-Q~~to ~~and~~file ~~(iii)~~a ~~the Quarterly Report on~~ Form ~~10-Q~~15 ~~filed~~Certification onand ~~August~~Notice ~~16,~~of ~~2021~~Termination ~~with unaudited condensed financial statements as~~ of ~~and~~Registration ~~for~~with the ~~periods ended June 30~~SEC, ~~2021~~requesting ~~(collectively,~~that the ~~“Affected Periods”) -- should be restated to~~ ~~report all Public Shares as temporary equity and should no longer be relied upon. As such, the~~ Company ~~plans to restate its financial statements for the Affected Periods in the Company~~’s ~~Quarterly~~reporting ~~Report~~obligations onunder ~~Form~~Sections ~~10-Q~~13 ~~for~~and ~~the~~15(d) ~~quarterly~~of ~~period ended September 30, 2021 (~~the ~~“Q3~~Exchange ~~Form~~Act ~~10-Q”), to~~ be ~~filed~~terminated with respect to the ~~SEC~~Securities.

~~The Company~~Item ~~does~~5.03 ~~not~~Amendments ~~expect~~to ~~any~~Articles of ~~the~~Incorporation ~~above changes will have any impact on its cash position~~ or ~~cash~~Bylaws; ~~held~~Change in ~~the~~Fiscal ~~trust account established in connection with the IPO (the “Trust Account”)~~Year.

~~The~~On December 16, 2022, the Company’s ~~management~~held ~~has~~a ~~concluded~~special ~~that~~meeting inof ~~light~~its ofstockholders (the ~~classification~~“Stockholder ~~error~~Meeting”) ~~described~~to ~~above,~~consider aand ~~material~~vote ~~weakness~~upon ~~exists~~certain ~~in the~~amendments ~~Company’s~~to ~~internal~~its ~~control~~amended ~~over~~and ~~financial~~restated ~~reporting~~certificate ~~and~~of ~~that~~incorporation (the ~~Company’s~~“Certificate ~~disclosure~~of ~~controls~~Incorporation”) ~~and~~to ~~procedures~~allow ~~were~~the ~~not~~Company ~~effective.~~to redeem ~~The~~all ~~Company’s~~of ~~remediation~~its ~~plan~~outstanding ~~with~~shares ~~respect~~of toClass ~~such~~A ~~material~~Common ~~weakness~~Stock, ~~will~~no belater ~~described~~than inDecember ~~more~~30, ~~detail~~2022, in advance of the Q3automatic ~~Form~~termination 10date in its then-Qcurrent Certificate of Incorporation of March 25, 2023.

~~The~~At the Stockholder Meeting, the stockholders of the Company approved proposed amendments to the Certificate of Incorporation to (i) eliminate the requirement that the Company retain at least $5,000,001 of net tangible assets following the redemption of the Company’s ~~management~~Class A Common Stock in connection with a Business Combination (as defined in the Certificate of Incorporation) and certain amendments of the ~~Audit~~Certificate ~~Committee~~of ~~have~~Incorporation (such ~~discussed~~proposal, the ~~matters~~“Redemption ~~disclosed~~Limit inElimination ~~this~~Proposal” ~~Current~~and ~~Report~~such onamendment, ~~Form~~the ~~8-K~~“Redemption Limit Elimination Amendment”) and (ii) change the date by which the Company must consummate a Business Combination from March 25, 2023 to such other date as shall be determined by the board of directors of the Company and publicly announced by the Company, provided that such other date shall be no sooner than the date of the effectiveness of the amendment to the Certificate of Incorporation pursuant to the General Corporation Law of the ~~this~~State ~~Item~~of ~~4.02~~Delaware ~~with~~and ~~Marcum~~no later than December 30, 2022 (such date, the “Early Termination Date,” such proposal, the “Early Termination Proposal” and such amendment, the “Early Termination Amendment”).

~~Forward-Looking~~On December 16, 2022, ~~Statements~~the Company filed the Redemption Limit Elimination Amendment and the Early Termination Amendment with the Secretary of State of the State of Delaware. The foregoing description is qualified in its entirety by reference to the Redemption Limit Elimination Amendment and the Early Termination Amendment.

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.1

1Item 5.07 Submission of Matters to a Vote of Security Holders.

~~SIGNATURE~~On December 16, 2022, the Company held the Stockholder Meeting to consider and vote upon (a) the Redemption Limit Elimination Proposal, (b) the Early Termination Proposal and (c) an adjournment proposal (such proposal, the “Adjournment Proposal”), each as more fully described in the definitive proxy statement filed by the Company with the SEC on November 21, 2022.

~~Pursuant~~Holders of to24,261,999 ~~the~~shares ~~requirements~~of common stock of the ~~Securities~~Company ~~Exchange~~held ~~Act~~of record as of ~~1934~~November 17, 2022, the ~~registrant~~record ~~has~~date ~~duly~~for ~~caused~~the ~~this~~Stockholder Meeting, ~~report~~were topresent bein ~~signed~~person onor ~~its~~by ~~behalf~~proxy, byrepresenting approximately 88.04% of the voting power of the Company’s shares of common stock as of the ~~undersigned~~record ~~hereunto~~date ~~duly~~for ~~authorized~~the Stockholder Meeting, and constituting a quorum for the transaction of business.

~~Dated:~~The stockholders approved ~~November~~the ~~18,~~Redemption ~~2021~~Limit Elimination Proposal and the Early Termination Proposal.

~~GLASS~~The ~~HOUSES~~voting ~~ACQUISITION~~results ~~CORP.~~for the ~~By:~~Redemption ~~/s/~~Limit ~~Tonya~~Elimination ~~Clark~~Proposal ~~Name:~~and ~~Tonya~~the ~~Clark~~Early ~~Title:~~Termination ~~Chief~~Proposal ~~Financial~~were ~~Officer~~as follows:

2The Redemption Limit Elimination Proposal

For		Against		Abstain		Broker Non-Vote
24,097,763		162,175		2,061		0

The Early Termination Proposal

For		Against		Abstain		Broker Non-Vote
24,097,803		162,175		2,021		0

The Company had solicited proxies in favor of the Adjournment Proposal which would have given the Company authority to adjourn the Stockholder Meeting to solicit additional proxies. As there were sufficient votes to approve the Redemption Limit Elimination Proposal and the Early Termination Proposal, the Adjournment Proposal was not presented to stockholders and was not voted upon at the Stockholder Meeting.

Item 8.01 Other Events.

On December 16, 2022, the Company filed the Early Termination Amendment with the Secretary of State of the State of Delaware and established December 16, 2022 as the Early Termination Date. As such, the last day of trading of the Company’s public shares and units on Nasdaq was on December 16, 2022. The Company is obligated to redeem all public shares as promptly as possible but not more than ten business days after the Early Termination Date (the “Redemption”). The Company expects to complete the Redemption on or about December 22, 2022.

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: December 16, 2022

	GLASS HOUSES ACQUISITION CORP.

	By:	/s/ Tonya Clark
	Name:	Tonya Clark
	Title:	Chief Financial Officer

Filing Compare · Glass Houses Acquisition Corp.