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): March 16, 2022
SPRINGWATER SPECIAL SITUATIONS CORP.
(Exact Name of Registrant as Specified in Charter)
| Delaware | | 001-40757 | | 85-3501488 |
(State or Other Jurisdiction
of Incorporation) | | (Commission File Number) | | (IRS Employer
Identification No.) |
c/o Graubard Miller
405 Lexington Avenue, 11th Floor
New York, New York 10174
(Address of Principal Executive Offices) (Zip Code)
(212) 818-8800
(Registrant’s Telephone Number, Including Area Code)
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 (see General Instruction A.2. below):
| ☐ | 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 common stock, $0.0001 par value, and one-half of one redeemable warrant | | SWSSU | | The Nasdaq Stock Market LLC |
| Common stock, par value $0.0001 per share | | SWSS | | The Nasdaq Stock Market LLC |
| Redeemable warrants, exercisable for common stock at an exercise price of $11.50 per share | | SWSSW | | 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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On March 16, 2022, the Board of Directors of Springwater Special Situations Corp. (the “Company”) approved an amendment to the Company’s Bylaws to correct an error contained therein. The originally adopted Bylaws mistakenly indicated that stockholders could not take action by written consent, while it was always the intent to provide that stockholders were permitted to take such action (as evidenced by the fact that the Company’s certificate of incorporation did not contain any prohibition on stockholders being permitted to take such action as would have been required by the Delaware General Corporation Law). Accordingly, the amendment replaced the incorrect provision so that it correctly stated that stockholders were permitted to take action by written consent. No other changes were made to the Bylaws. The foregoing summary of the amendment to the Bylaws is qualified in its entirety by the full text of the Bylaws, the amended and restated form of which is attached hereto as Exhibit 3.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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: March 18, 2022
| | SPRINGWATER SPECIAL SITUATIONS CORP. |
| | |
| | By: | /s/ Martin Gruschka |
| | Name: | Martin Gruschka |
| | Title: | Chief Executive Officer |
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