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 27 29, 2023

PROSPECTOR CAPITAL CORP.
(Exact name of registrant as specified in its charter)

Cayman Islands		001-39854		N/A
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS. Employer Identification No.)

1250 Prospect Street, Suite 200

La Jolla, CA 92037

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (858) 449-9643

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	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, par value $0.0001, and one-third of one redeemable warrant	PRSRU	The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share	PRSR	The Nasdaq Stock Market LLC
Redeemable warrants, each warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share	PRSRW	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 ☒

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 4.02 Non-Reliance on Previously Issued Financial Statements or Related Audit Report or Completed Interim Report.

~~In connection~~Management ~~with the preparation~~ of ~~the condensed financial statements of~~ Prospector Capital Corp. (the “Company”) as ofhas ~~and for the period ended September 30, 2023, the Company’s management~~ identified an inadvertent error in its condensed financial statements for the ~~periods~~period ending September ~~March 31, 2023 and June~~ 30, 2023. ~~The~~as ~~Company~~filed ~~determined~~in ~~that,~~its ~~based~~Quarterly Report on ~~its~~Form ~~review~~10-Q offor ~~its~~the ~~accounting~~quarterly ~~treatment under~~period ~~ASC~~ended ~~815~~September of30, ~~the 10~~2023,~~833,333~~ ~~warrants~~filed ~~that~~with ~~were included in~~ the ~~units~~U.S. Securities ~~issued~~and byExchange Commission (the ~~Company~~“SEC”) inon ~~its~~November ~~initial~~28, ~~public~~2023 ~~offering~~ (the “~~Public Warrants~~Original Quarterly Report”). The ~~and~~Original ~~the~~Quarterly ~~5,666,667~~Report ~~warrants~~inadvertently ~~that~~noted ~~were~~the ~~issued~~funds toheld in the Company’s ~~sponsor~~trust inaccount ~~private placements~~ (the “~~Private Placement~~Trust ~~Warrants~~Account”) were ~~and~~held ~~together~~in ~~with~~U.S. ~~the~~government ~~Public~~securities ~~Warrants,~~or ~~the~~money ~~“Warrants”),~~market funds as ~~a result~~ of ~~the~~September ~~redemptions that occurred on January 24~~30, 2023. inAs ~~connection~~previously ~~with~~disclosed in the Company’s Current ~~extraordinary~~Report ~~general~~on ~~meeting~~Form to8-K ~~extend~~filed with the ~~date~~SEC byon ~~which~~September ~~it must~~20, ~~consummate~~2023, anon ~~initial~~September ~~business~~15, ~~combination~~2023, ~~its~~the ~~accounting~~Company ~~for~~instructed ~~the~~Continental ~~Warrants~~Stock ~~was~~Transfer & ~~incorrectly~~Trust ~~presented~~Company, as ~~part~~trustee, ofto ~~equity~~liquidate ~~and~~ the ~~Warrants~~ ~~should~~U.S. begovernment ~~instead~~securities ~~presented~~or asmoney ~~liabilities,~~market ~~with~~funds ~~changes~~previously inheld ~~value of such liabilities reported~~ in ~~earnings.~~the ~~The~~Trust ~~Company’s~~Account ~~management~~and ~~determined~~deposit ~~that~~ such ~~redemptions~~funds ~~resulted~~ in ~~the~~an ~~possibility~~interest-bearing ~~for~~demand ~~the~~deposit ~~tender~~bank ~~offer provision contained in Section 4~~account.4 ofThe ~~the warrant~~liquidation ~~agreement,~~and ~~dated~~deposit as of ~~January~~such 7,funds ~~2021,~~in ~~between~~ the ~~Company and Continental Stock Transfer & Trust Company, to be triggered~~interest-bearing ~~without~~demand ~~the~~deposit ~~requirement~~bank ~~that~~account awas ~~change~~completed inon ~~control~~September ~~also be triggered~~18, ~~which resulted in the determination that the Warrants no longer qualify for equity treatment~~2023.

On November 2729, 2023, the Company’s management and the Audit Committee of the Company’s Board of Directors (the “Audit Committee”) concluded that, in light of the foregoing determination, certain items on the Company’s previously issued unaudited interim financial statements included in the Company’s Original Quarterly Report onshould ~~Form~~be ~~10-Q~~updated ~~for~~to ~~the~~correctly ~~quarterly~~reflect ~~period ended March 31, 2023, filed with~~ the ~~U.S.~~Trust ~~Securities~~Account ~~and~~funds ~~Exchange~~as ~~Commission~~being ~~(the “SEC”) on May 15, 2023, and unaudited interim~~held ~~financial statements included~~ in ~~the~~an ~~Company’s Quarterly Report on Form 10~~interest-Qbearing ~~for~~demand ~~the~~deposit ~~quarterly~~bank period ended June 30, 2023, filed with the SEC on August 14, 2023 (collectively, the “Affected Periods”), should be restated to classify the Warrants as liabilities and should no longer be relied uponaccount. As such, the Company will ~~restate~~file ~~its~~Amendment ~~financial~~No. ~~statements~~1 ~~for~~to ~~the Affected Periods in its~~ Quarterly Report on Form 10-Q /A for the quarterly period ended September 30, 2023, ~~to be filed~~ with the SEC.

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 WithumSmith+Brown, PC, the Company’s independent registered public accounting firm.

1SIGNATURES

~~SIGNATURES~~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.

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.

	PROSPECTOR CAPITAL CORP.

	By:	/s/ Derek Aberle
		Name:	Derek Aberle
		Title:	Chief Executive Officer
Date: November 29, 2023

	PROSPECTOR CAPITAL CORP.
	By:	/s/ Derek Aberle
		Name:	Derek Aberle
		Title:	Chief Executive Officer
Date: November 28, 2023

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