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): ~~December~~November 32, ~~2021~~2022

Advanced Merger Partners, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-40138

85-3929296

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)


c/o Saddle Point Management, L.P.
1325 Avenue of the Americas, Suite 2103
New York, NY		10019
(Address of principal executive offices)		(Zip Code)

(212) 951-1223

(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 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~~TradingSymbol(s)	Name of each exchange ononwhich ~~which~~ registered
Units, each consisting of one share of Class A Common Stock and one-sixth of one redeemable Warrant	AMPI.U	The New York Stock Exchange
Class A Common Stock, par value $0.0001 per share	AMPI	The New York Stock Exchange
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50	AMPI WS	The New York Stock Exchange

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 3.0201. Notice ~~Non-Reliance~~of onDelisting ~~Previously~~or ~~Issued~~Failure ~~Financial~~to ~~Statements~~Satisfy or a ~~Related~~Continued ~~Audit~~Listing ~~Report~~Rule or ~~Completed~~Standard; ~~Interim~~Transfer ~~Review~~of Listing.

InOn ~~light~~November 2, of2022, ~~recent comment letters issued by~~ the ~~U.S.~~New ~~Securities~~York ~~and~~Stock Exchange ~~Commission~~ (the “~~SEC~~NYSE”), ~~the~~notified ~~management of~~ Advanced Merger Partners, Inc. ~~(the “Company”) has re-evaluated the Company’s application of ASC 480-10-S99-3A to its accounting classification of its redeemable shares of Class A common stock~~, ~~par~~a ~~value~~Delaware ~~$0.0001~~corporation ~~per share~~ (the “~~Public Shares~~Company”), ~~issued~~and aspublicly ~~part~~announced, ofthat the ~~units~~NYSE ~~sold~~determined into ~~the~~commence ~~Company’s~~proceedings ~~initial~~to ~~public~~delist ~~offering (~~the ~~“IPO”) in March 2021. The~~ Company’s ~~has determined that~~warrants, ateach ~~the~~whole ~~closing~~warrant ofexercisable ~~its~~to ~~IPO,~~purchase ~~and~~one inshare ~~all~~ of ~~its subsequent periodic reports filed with~~ the ~~SEC, it had improperly classified a portion of its Class A common stock subject to possible redemption. The~~ Company’s ~~previously determined the~~ Class A common stock, ~~subject~~par ~~to possible redemption to be equal to the redemption~~ value of $100.000001 per share of(the “Class A ~~common~~Common ~~stock~~Stock”), ~~while~~at ~~also taking into consideration~~ a ~~redemption~~price ~~cannot~~of ~~result in net tangible assets being less than~~ $~~5,000,001~~11.50 ~~Management~~per ~~determined~~share, ~~that~~and ~~the~~listed ~~Public~~to ~~Shares can~~trade beon ~~redeemed~~NYSE orunder ~~become redeemable subject to~~ the ~~occurrence~~symbol of“AMPI ~~future~~WS” ~~events considered outside of~~ (the ~~Company’s control. Therefore~~“Warrants”), ~~management~~from ~~concluded that~~ the ~~redemption~~NYSE ~~value~~and ~~should~~that ~~include~~trading ~~all Class A common stock subject to possible redemption, resulting~~ in the ~~Class A~~Warrants ~~common~~would ~~stock~~be ~~subject~~suspended toimmediately, ~~possible~~due ~~redemption being equal~~ to ~~its~~“abnormally ~~redemption~~low” ~~value.~~trading Asprice alevels ~~result,~~pursuant ~~management has noted a reclassification adjustment related~~ to ~~temporary~~Section 802.01D ~~equity and permanent equity as~~ of the ~~IPO~~NYSE ~~date~~Listed ~~and~~Company ~~all subsequent reporting periods~~Manual. ~~This~~Trading ~~resulted~~ in ~~a restatement to~~ the ~~initial~~Company’s ~~carrying value of the~~ Class A ~~common~~Common ~~stock~~Stock ~~subject~~and tounits ~~possible~~will ~~redemption~~continue ~~with~~on the ~~offset recorded to additional~~ ~~paid-in capital~~NYSE. ~~(to~~The ~~the~~Company ~~extent~~does ~~available),~~not ~~accumulated~~intend ~~deficit~~to ~~and~~appeal ~~Class A~~the ~~common~~NYSE’s ~~stock~~determination.

As a result of the foregoing, on December 3, 2021, the audit committee of the Company’s board of directors concluded, after discussion with the Company’s management, that the Company’s previously issued (i) audited balance sheet as of March 4, 2021, as previously restated in the Company’s quarterly report on Form 10-Q for the three months ended March 31, 2021 (the “Q1 Form 10-Q”), filed with the SEC on May 17, 2021, (ii) unaudited interim financial statements and other financial data included in the Q1 Form 10-Q, (iii) unaudited interim financial statements and other financial data included in the Company’s quarterly report on Form 10-Q for the quarterly period ended June 30, 2021 (the “Q2 Form 10-Q”), filed with the SEC on August 13, 2021 and (iv) unaudited interim financial statements and other financial data included in the quarterly report on Form 10-Q for the quarterly period ended September 30, 2021 (the “Q3 Form 10-Q”), filed with the SEC on November 12, 2021 (collectively, the “Affected Periods”), should be restated to report all Public Shares as temporary equity and should no longer be relied upon. As such, the Company intends to restate its financial statements for the Affected Periods in Amendment No. 1 to the Company’s Q3 Form 10-Q, to be filed with the SEC (the “Q3 Form 10-Q/A”).

The Company’s management has concluded that in light of the error described above, a material weakness exists in the Company’s internal control over financial reporting related to the Company’s accounting for complex financial instruments and that, because of this material weakness, the Company’s disclosure controls and procedures were not effective as of September 30, 2021. 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 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.

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.

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.


ADVANCED MERGER PARTNERS, INC.

By:		/s/ Roy J. Katzovicz
		Name: Roy J. Katzovicz
		Title: Chief Executive Officer

Date: ~~December~~November 62, ~~2021~~2022

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