UNITED STATES

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): ~~January 14~~February 23, ~~2022~~2023

WARBURG PINCUS CAPITAL CORPORATION I-B

(Exact name of registrant as specified in its charter)

Cayman Islands	001-40172	98-1572651
(State or other jurisdiction ofincorporation or organization)	(CommissionFile Number)	(I.R.S. EmployerIdentification Number)
(State or other jurisdiction of incorporation or organization)	(CommissionFile Number)	(I.R.S. EmployerIdentification Number)

450 Lexington AvenueNew York, New York		10017
450 Lexington Avenue New York, New York		10017
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 878-0600

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 to 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	TradingSymbol(s)	Name of each ~~exchangeon~~exchange on which registered
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-fifth of one redeemable warrant	WPCB.U	The New York Stock Exchange
Class A ordinary shares included as part of the units	WPCB	The New York Stock Exchange
Warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	WPCB 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 or Rule 12b-2 of the Securities Exchange Act of 1934.

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 8.0201. ~~Non-Reliance~~Other ~~on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review~~Events.

On ~~January~~February 1423, ~~2022~~2023, ~~the audit committee of the board of directors (the “Audit Committee”) of~~ Warburg Pincus Capital Corporation I-B (the “Company”) ~~concluded,~~issued ~~in discussion with the Company’s management and WithumSmith+Brown, PC (“Withum”), the Company’s independent registered public accounting firm, that due to~~ a ~~reclassification~~press ofrelease ~~the~~announcing ~~Company’s~~it ~~temporary~~will ~~and~~redeem ~~permanent~~all ~~equity, the Company’s previously issued (i) audited balance sheet as~~ of ~~March 9,~~its ~~2021~~outstanding ~~included in the Company’s Current Report on Form~~Class ~~8-K, filed~~A ~~with~~ordinary ~~the Securities and Exchange Commission (the “SEC”) on March 15~~shares, ~~2021~~par ~~(the~~value ~~“Audited Balance Sheet”)~~$0.0001, ~~(ii)~~effective ~~unaudited~~as ~~interim~~of ~~financial statements included in~~ the ~~Company’s~~close ~~Quarterly~~of ~~Report~~business on ~~Form 10-Q for the quarterly period ended~~ March ~~31, 2021, filed with the SEC on May 24, 2021, (iii) unaudited interim financial statements included in the Company’s Quarterly Report on Form~~ 10~~-Q for the quarterly period ended June 30~~, ~~2021~~2023, ~~filed~~because ~~with~~ the ~~SEC on August 5, 2021, and (iv) unaudited interim financial statements included in the~~ Company’s ~~Quarterly~~will ~~Report~~not onconsummate ~~Form 10-Q for~~an the quarterly period ended September 30, 2021, filed with the SEC on November 12, 2021 ((ii) through (iv) collectively, the “Affected Periods”), should no longer be relied upon. Since the Company’s initial ~~public~~business ~~offering~~combination ~~(“IPO”),~~within the ~~Company~~time ~~has~~period ~~considered~~required by its ~~Class A~~Amended ~~ordinary~~and ~~shares~~Restated ~~subject~~Memorandum toand ~~possible~~Articles ~~redemption to be equal to the redemption value~~ of ~~$10~~Association.00 ~~per Class~~ A ~~ordinary~~copy ~~share~~of ~~while also taking into consideration that a redemption cannot result in net tangible assets being less than $5,000,001. Previously,~~ the ~~Company~~press ~~did~~release ~~not~~is ~~consider~~attached ~~redeemable~~hereto ~~shares classified~~ as ~~temporary~~Exhibit ~~equity as part of net tangible assets~~99.1 ~~Upon~~and ~~further~~is ~~analysis,~~incorporated ~~the~~herein ~~Company’s~~by management has determined that the Class A ordinary shares issued in the IPO can be redeemed or become redeemable subject to the occurrence of future events considered outside of the Company’s controlreference. Therefore, the Company’s management concluded that the redemption value should include all Class A ordinary shares subject to possible redemption, resulting in the Class A ordinary shares subject to possible redemption being equal to their redemption value.

~~The~~Item 9.01. ~~Company~~Financial ~~does~~Statements ~~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~~Exhibits.

As such, the Company plans to restate (i) its financial statements for the Affected Periods in the Company’s Quarterly Report on Form 10-Q/A for the quarterly period ended September 30, 2021 (the “Q3 Form 10-Q/A”) and (ii) the Audited Balance Sheet, each to be filed with the SEC.


Exhibit No.		Description

99.1		Press release, dated February 23, 2023

104		Cover Page Interactive Data File (embedded with XBRL document).

The Company’s management has concluded that in light of the classification error described above, a material weakness exists in the Company’s internal control over financial reporting 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 Company’s management and the Audit Committee have discussed the matters disclosed in this Current Report on Form 8-K with Withum.

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: ~~January~~February 1423, ~~2022~~2023


WARBURG PINCUS CAPITAL CORPORATION I-B

By:		/s/ Christopher H. Turner
Name:		Christopher H. Turner
Title:		Chairman and Chief Executive Officer

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