UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
(Mark One)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2021
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File No. 001-39362
| Capstar Special Purpose Acquisition Corp. |
| (Exact name of registrant as specified in its charter) |
| Delaware | 84-4730610 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
405 West 14th Street Austin, TX, 78701 |
| (Address of Principal Executive Offices, Zip Code) |
| (512) 340-7800 |
| (Registrant’s telephone number, including area code) |
| N/A |
| (Former name, former address and former fiscal year, if changed since last report) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The | ||||
| Class A Common Stock, par value $0.0001 per share | CPSR | The New York Stock Exchange | ||
| The |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ¨ No x
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ¨ Large accelerated filer | ¨ Accelerated filer | |
| x Non-accelerated filer | x Smaller reporting company | |
| x 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. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes x No ¨
As of August 13, 2021, there were shares of Class A common stock, $0.0001 par value and shares of Class B common stock, $0.0001 par value, issued and outstanding.
EXPLANATORY NOTE
Capstar Special Purpose Acquisition Corp. (the “Company”, “we”, “our” or “us”) is filing this Amendment No. 1 on Form 10-Q (this “Amendment No. 1”) to its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2021, which was originally filed with the Securities and Exchange Commission (the “SEC”) on August 16, 2021 (the “Original Filing”).
We are filing this Amendment No. 1 to amend and restate in its entirety Exhibit 31.1 in response to a comment letter received from the SEC on September 15, 2021 in connection with its review of the Original Filing.
This Amendment No. 1 does not include the entire Form 10-Q. This Amendment No. 1 does not reflect events occurring after the filing of the Original Filing, and, except as described above, does not modify or update any other disclosures in the Original Filing.
EXHIBIT INDEX
| Exhibit No. | Description | |
| 31.1* | Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 32.1** | Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 101.INS*** | XBRL Instance Document | |
| 101.CAL*** | XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.SCH*** | XBRL Taxonomy Extension Schema Document | |
| 101.DEF*** | XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB*** | XBRL Taxonomy Extension Labels Linkbase Document | |
| 101.PRE*** | XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104* | | Cover Page Interactive Data File (formatted as Inline XBRL and embedded within the iXBRL document) |
* Filed herewith.
** Previously furnished.
*** Previously filed.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| CAPSTAR SPECIAL PURPOSE ACQUISITION CORP. | ||
| Date: September 22, 2021 | By: | /s/ R. Steven Hicks |
| Name: | R. Steven Hicks | |
| Title: | Chief Executive Officer and Chief Financial Officer | |
| (Principal Executive Officer and Principal Accounting and Financial Officer) | ||
