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~~Report (Date of earliest event reported): ~~November~~ June 1915, ~~2021~~2022

~~CLASS ACCELERATION~~Class ~~CORP.~~Acceleration Corp.

(Exact name of registrant as specified in its charter)

Delaware		001-39895		85-3032663
(State or other jurisdiction of incorporation)		(Commission File Number)		(~~I.R.S.~~IRS Employer Identification ~~Number~~No.)

~~2925~~ 2625 Woodside Road

Woodside, CA 94062

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (~~617~~650) ~~401~~235-~~2700~~4777

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))

☐ 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 Class A Common Stock and one-half of one Redeemable Warrant	CLAS.U	New York Stock Exchange

Class A Common Stock, par value $0.0001 per share	CLAS	New York Stock Exchange

Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50	CLAS WS	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 1.~~02.~~01 ~~Non-Reliance~~Entry oninto ~~Previously Issued Financial Statements or~~ a ~~Related~~Material ~~Audit~~Definitive ~~Report or Completed Interim Review.~~Agreement

On ~~November~~ 19June 14, ~~2021~~2022, Class Acceleration Corp. (the ~~audit~~“Company”) ~~committee~~issued ofa promissory note (the ~~board~~“Note”) ofin ~~directors~~the principal amount of up to $1,500,000 to Class Acceleration ~~Corp.~~Sponsor LLC (the “~~Company~~Sponsor”). ~~concluded, after~~The ~~discussion~~Note ~~with~~was ~~the~~issued ~~Company’s~~in ~~management,~~connection ~~that~~with ~~(i)~~advances the ~~Company’s~~Sponsor ~~audited~~has made, ~~balance~~and ~~sheet~~may asmake ofin ~~January~~the 20future, ~~2021 filed as Exhibit 99.1~~ to the Company’s ~~Current~~for ~~Report~~working oncapital ~~Form~~expenses. ~~8-K~~The ~~filed~~Note ~~with~~bears ~~the~~no ~~Securities~~interest and ~~Exchange~~is ~~Commission~~due ~~(the~~and ~~“SEC”)~~payable upon onthe ~~February~~earlier ~~18,~~to ~~2021,~~occur of (iii) the ~~Company’s~~date ~~unaudited~~on ~~financial~~which ~~statements~~the asCompany ofconsummates ~~March~~its ~~31,~~initial ~~2021~~business ~~contained~~combination inand (ii) the ~~Company’s~~date ~~Quarterly~~that the winding ~~Report~~up onof ~~Form~~the ~~10-Q~~Company ~~filed~~is ~~with~~effective. At the ~~SEC~~election onof ~~July~~the 27Sponsor, ~~2021,~~all ~~and~~or ~~(iii)~~a ~~the~~portion ~~Company’s~~of ~~unaudited~~the ~~financial~~unpaid ~~statements~~principal asamount of ~~June~~the ~~30, 2021~~Note ~~contained~~may inbe converted into the ~~Company’s~~number ~~Current~~of ~~Report~~warrants, onat ~~Form~~a ~~10-Q~~price ~~filed~~of ~~with~~$1.00 per warrant (the ~~SEC~~“Conversion onWarrants”). ~~August~~The ~~23,~~Conversion ~~2021,~~Warrants ~~should~~are identical noto ~~longer~~the bewarrants ~~relied~~issued ~~upon due~~by the Company to the ~~reclassification~~Sponsor ofin ~~all~~a ofprivate placement in connection with the Company’s ~~Class~~initial Apublic offering. ~~common~~The ~~stock~~Conversion asWarrants ~~temporary~~and ~~equity~~their underlying securities are entitled to the registration rights set forth in the Note.

The ~~Company’s~~issuance ~~Chief Executive Officer carried out an evaluation~~ of the ~~effectiveness~~Note ~~of the design and operation of the Company’s disclosure controls and procedures. Based upon~~was ~~their~~made ~~evaluation,~~pursuant ~~the~~to ~~Company’s Chief Executive Officer concluded that~~ the ~~Company’s~~exemption ~~disclosure~~from ~~controls~~registration ~~and~~contained ~~procedures~~in ~~were not~~Section ~~effective~~4(a)(2) as of ~~September 30, 2021, due to~~ the ~~material~~Securities ~~weakness~~Act ~~in analyzing complex financial instruments including the proper accounting for warrants as liabilities and the proper classification~~ of ~~redeemable Class A common stock as temporary equity. In light of this material weakness~~1933, ~~the Company performed additional analysis~~ as ~~deemed necessary to ensure that the Company’s unaudited interim financial statements were prepared in accordance with U~~amended.S. generally accepted accounting principles. The Company will reflect the restatements of the Company’s financial statements identified above in the financial statements included in the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2021 and accordingly, management believes that the financial statements included in such report will present fairly in all material respects the Company’s financial position, results of operations and cash flows for the periods presented.

The foregoing description ~~Company~~is ~~has~~qualified ~~discussed~~in its entirety by reference to the ~~matters~~Note, ~~disclosed~~a incopy ~~this~~of ~~Current~~which ~~Report~~is onattached ~~Form~~as ~~8-K~~Exhibit ~~with~~10.1 ~~its~~hereto ~~independent~~and ~~registered~~is ~~public~~incorporated ~~accounting~~herein ~~firm,~~by ~~Marcum LLP~~reference.

1Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant.

~~SIGNATURE~~The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.

~~Pursuant to~~Item ~~the~~3.02. ~~requirements~~Unregistered ofSale ~~the Securities Exchange Act~~ of ~~1934,~~Equity ~~the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized~~Securities.

	Class Acceleration Corp.
	By:	/s/ Michael T. Moe
		Name:	Michael T. Moe
		Title:	Chief Executive Officer and Director
Dated: November 24, 2021

The disclosure set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

2Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit Number		Description
99.1		Promissory Note of the Company, dated June 14, 2022.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: June 15, 2022

CLASS ACCELERATION CORP.

By:	/s/ Michael T. Moe
	Name:	Michael T. Moe
	Title:	Chief Executive Officer

Filing Compare · Class Acceleration Corp.