UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 10, 2023
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CHARGE ENTERPRISES, INC. |
(Exact name of registrant as specified in its charter) |
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Delaware |
| 001-41354 |
| 90-0471969 |
(State or other jurisdiction of incorporation) |
| (Commission file number) |
| (I.R.S. Employer Identification No.) |
125 Park Avenue, 25th Floor New York, NY |
| 10017 | ||
(Address of principal executive offices) |
| (Zip Code) |
(212) 921-2100
(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) |
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☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ | 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 |
Common stock, par value $0.0001 |
| CRGE |
| Nasdaq Global 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 8.01 Other Events.
During the first quarter of 2023, Charge Enterprises, Inc. (“Charge” or the “Company”) made a voluntary change in accounting principle for its method of recognizing stock-based compensation expense from the graded vesting attribution method to the straight-line attribution method. The Company is filing this Form 8-K to recast certain information in the Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Form 10-K”), which the Company filed on March 15, 2023, to reflect retrospective adjustments resulting from this change in accounting principle effective January 1, 2023.
Specifically, Exhibits 99.1 and 99.2, which are incorporated herein by reference, present a recast of Part II, Items 7 and 8 of the Company’s 2022 Form 10-K, which have been retrospectively adjusted to reflect the change in the accounting principle for recognizing stock-based compensation expense from the graded vesting attribution method, where an award is divided into vesting increments or tranches, to the straight-line attribution method of accounting, and provide updated Reports of Independent Registered Accounting Firms. The disclosures filed as Exhibits 99.1 and 99.2 replace the corresponding portions of the 2022 Form 10-K.
The information in this Current Report on Form 8-K is not an amendment to or restatement of Charge’s 2022 Form 10-K. Except as specifically set forth herein, no revisions have been made to the 2022 Form 10-K to update for other information, developments, or events that have occurred since our 2022 Form 10-K was filed (including, without limitation, in MD&A for any information, uncertainties, risks, events or trends occurring or known to management subsequent to the date of filing of the 2022 Form 10-K). This Current Report on Form 8-K should be read in conjunction with the 2022 Form 10-K and the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit Number |
| Description |
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101.INS |
| Inline XBRL Instance Document. |
101.SCH |
| Inline XBRL Taxonomy Extension Schema. |
101.CAL |
| Inline XBRL Taxonomy Extension Calculation Linkbase. |
101.LAB |
| Inline XBRL Taxonomy Extension Label Linkbase |
101.PRE |
| Inline XBRL Taxonomy Presentation Linkbase. |
101.DEF |
| Inline XBRL Taxonomy Definition Linkbase Document. |
104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this Form 8-K to be signed on its behalf by the undersigned duly authorized.
Dated: May 10, 2023
| CHARGE ENTERPRISES, INC. |
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| By: | /s/ Leah Schweller |
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| Leah Schweller |
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| Chief Financial Officer |
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| Principal Financial Officer and Principal Accounting Officer |
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