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): ~~December~~June 2229, ~~2021~~2022

CATALYST PARTNERS ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Cayman Islands		001-40419		98-1583476
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

20 University Road Cambridge, Massachusetts 02138
(Address of principal executive offices, including zip code)

(617) 234-7000 (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:

¨ 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, $0.0001 par value, and one-fifth of one redeemable warrant	CPARU	The Nasdaq Stock Market LLC
Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-fifth of one redeemable warrant	CPARU	The Nasdaq Stock Market LLC
Class A ordinary shares included as part of the units	CPAR	The Nasdaq Stock Market LLC
Class A Ordinary Shares included as part of the Units	CPAR	The Nasdaq Stock Market LLC
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	CPARW	The Nasdaq Stock Market LLC
Redeemable warrants included as part of the Units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50	CPARW	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 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company x

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 48.0201 ~~Non-Reliance~~Other ~~on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.~~Events

On ~~November~~June 1229, ~~2021~~ 2022, Catalyst Partners Acquisition Corp. (the “Company”) and ~~filed~~Goldman ~~its Form~~Sachs ~~10-Q~~& ~~for~~Co. ~~the~~LLC ~~quarterly period ending September 30, 2021~~ (~~the~~ “Q3Goldman ~~Form 10-Q~~Sachs”), ~~which~~as ~~included~~representative ~~in Note 2, Revision to Previously Reported Financial Statements (“Note 2”), a discussion~~ of the ~~revision~~underwriters tonamed ain ~~portion~~Schedule ofI ~~the~~to ~~Company’s previously issued financial statements for~~ the ~~classification~~Underwriting ofAgreement ~~its Class A ordinary shares subject to redemption issued as part of~~ (the ~~units sold in the Company’s initial public offering (~~“~~IPO~~Underwriting Agreement”)., Asdated ~~described in Note 2~~May 17, ~~upon its IPO~~2021, between the Company ~~classified~~and aGoldman ~~portion of the Class~~Sachs A& ~~ordinary~~Co. ~~shares subject~~LLC, toentered ~~redemption~~into asan ~~permanent~~agreement ~~equity~~pursuant to ~~maintain~~which ~~net~~Goldman ~~tangible~~Sachs ~~assets~~waived ~~greater~~all ~~than~~rights ~~$5,000,000~~to on the ~~basis~~Deferred ~~that~~Discount ~~the~~(as ~~Company~~defined ~~will~~in ~~consummate its~~the ~~initial~~Underwriting ~~business~~Agreement). The ~~combination~~Deferred ~~only~~Discount ifwas ~~the~~for ~~Company~~an ~~has~~amount ~~net tangible assets~~ of atapproximately ~~least~~ $~~5,000,001.~~12 ~~The~~million ~~Company’s management re-evaluated the conclusion~~ and ~~determined~~was ~~that~~owed ~~the~~upon ~~Class A~~consummation ~~ordinary~~by ~~shares subject to redemption included certain provisions that require classification of~~ the ~~Class A~~Company ~~ordinary shares subject to redemption as temporary equity regardless~~ of ~~the~~an ~~minimum net tangible assets required to complete the Company’s~~ initial business combination. AsThe aCompany ~~result,~~continues ~~management corrected the error by revising all Class A ordinary shares subject~~ to ~~redemption~~pursue ~~as temporary equity. This resulted in~~ an ~~adjustment to the~~ initial ~~carrying~~business ~~value~~combination ofbut ~~the~~there ~~Class A~~is ~~ordinary shares~~no ~~subject~~assurance toit ~~possible~~will ~~redemption~~be ~~with~~able ~~the offset recorded~~ to ~~additional~~consummate ~~paid-in capital (to the extent available), accumulated deficit and Class A ordinary shares~~one.

Also in Note 2 of the Company’s Form 10-Q for the quarterly period ending September 30, 2021, in connection with the change in presentation for the Class A ordinary shares subject to possible redemption, the Company revised its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation differs from the previously presented method of earnings per share, which was similar to the two-class method.SIGNATURES

AsPursuant ~~described above, originally the Company determined the changes were not qualitatively material~~ to the ~~Company’s previously issued financial statements and revised~~requirements ~~its previously financial statements in Note 2 to its Q3 Form 10-Q. However, upon further consideration~~ of the ~~material~~Securities ~~nature~~Exchange Act of ~~the~~ ~~changes~~1934, the ~~Company~~registrant ~~determined~~has ~~the~~duly ~~change~~caused inthis ~~classification~~report ~~of the Class A ordinary shares subject~~ to ~~redemption~~be ~~and~~signed ~~change to~~on its ~~presentation~~behalf ofby ~~earnings per share is material quantitatively and~~ the ~~Company~~undersigned ~~should~~hereunto duly ~~restate its previously issued financial statements~~authorized.

Therefore, on December 22, 2021, the audit committee of the board of directors of the Company concluded, after discussion with the Company’s management, that the Company’s previously issued (i) audited balance sheet as of May 20, 2021, filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on May 26, 2021, (ii) the unaudited pro forma balance sheet as of May 20, 2021, filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 9, 2021, and (iii) the unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021 filed with the SEC on August 13, 2021 (collectively, the “Affected Periods”), should be restated and should no longer be relied upon. Similarly, other communications describing the Company’s financial statements and other related financial information covering the Affected Periods should no longer be relied upon.

Date: July 6, 2022	CATALYST PARTNERS ACQUISITION CORP.

	By:	/s/ James I. Cash
	Name:	James I. Cash
	Title:	Chief Executive Officer

Additionally, the Audit Committee determined that it is appropriate to file an amendment to its Q3 Form 10-Q, including restated unaudited interim financial statements for the quarterly period ended June 30, 2021, reflecting the restatement of the Class A ordinary shares subject to redemption and change to its presentation of earnings per share for such periods as soon as practicable. An audited restated balance sheet as of May 20, 2021 reflecting the restatement of the Class A ordinary shares subject to redemption and the change to the Company’s presentation of earnings per share will be included in the Company’s Annual Report on Form 10-K for the Year Ended December 31, 2021.

The Company does not expect any of the above changes will have any impact on its cash position and cash held in the trust account established in connection with the IPO.

After re-evaluation, the Company’s management has concluded that in light of the errors described above, a material weakness existed in the Company’s internal control over financial reporting for complex securities during the Affected Periods and that the Company’s disclosure controls and procedures were not effective. The Company’s remediation plan with respect to such material weakness will be described in more detail in the Q3 Form 10-Q/A.

The Audit Committee has discussed the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with WithumSmith+Brown, P.C., the Company’s independent registered public accounting firm.

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.

Date: December 28, 2021	CATALYST PARTNERS ACQUISITION CORP.
	By:	/s/ Dr. James Cash
	Name: Dr. James Cash
	Title: Chief Executive Officer (Principal Executive Officer)

Filing Compare · Catalyst Partners Acquisition Corp.