CLARIM ACQUISITION CORP. : conclusion of a material definitive agreement, creation of a direct financial obligation or an obligation under an off-balance sheet arrangement of a registrant, unregistered sale of equity securities, non-dependence on previous financial data, audits or interim review, Financial statements and supporting documents (form 8-K)

Article 1.01. The conclusion of an important definitive agreement.

At November 19, 2021, Clarim Acquisition Corp. (the “Company”) entered into a promissory note (the “Note” for a maximum amount of $ 750,000 with Clarim Partners, LLC (the Godfather “).

Under the terms and conditions of the Note, the Company may request up to five (5) draws of a maximum of $ 150,000 in each case (maximum of $ 750,000 aggregate) for costs reasonably related to the Company’s ongoing working capital requirements and / or to complete a merger, capital exchange, asset acquisition, share purchase, reorganization or a similar business combination with one or more businesses (the “Initial Business Combination”), if applicable.

The note bears no interest and is not secured by the assets of the Company. The principal balance of the Note is due and payable by the Company on the earlier of the following dates: (i) February 2, 2023 or (ii) the date on which the Company completes the initial Business Combination (such date, the “Maturity Date”).

The principal amount under the Note may be drawn by the Company from time to time prior to the Maturity Date (each, a “Request for Drawdown”). Each drawing request must not be for an amount less than $ 10,000, unless otherwise agreed between the parties. Each direct debit request by the Company will be funded by the Sponsor within five (5) business days.

Upon completion of the initial business combination and without any further action on the part of the Partnership or Limited Partner, the outstanding amount under the Note will automatically convert into that number of Warrants of the Company or its successor entity ( the “conversion vouchers”), equal to: (x) the outstanding amount of the Security thus converted, divided by (y) $ 1.50, rounded to the nearest whole number of warrants. The conversion warrants will give the right to certain registration rights, as described in more detail in the note and by reference to the registration rights agreement entered into by the Company and certain other parties thereto on January 28, 2021, a copy of which was previously filed as Exhibit 10.3 of the company’s current report on Form 8-K filed with the United States Securities Commission (the “SEC”) on February 3, 2021.

The issuance of the note was effected in accordance with the exemption from registration provided in Section 4 (a) (2) of the Securities Act of 1933, as amended.

The foregoing description is qualified in its entirety by reference to the Note, a copy of which has been attached as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended. September 30, 2021, as filed with the SECOND to
22 November 2021, and is incorporated herein by reference.

Article 2.03. Creation of a direct financial obligation or obligation under a

            Off-Balance Sheet Arrangement of a Registrant.

The information in section 1.01 of this current report on Form 8-K is incorporated by reference in this section 2.03.

Article 3.02. Unrecorded sales of Equity securities.

The information in Section 1.01 of this current report on Form 8-K is incorporated by reference in this Section 3.02.

Article 4.02. Non-reliance on previously published financial statements or related document

            Audit Report or Completed Interim Review.

At November 17, 2021, the audit committee of the board of directors of the Company concluded, after discussion with the management and advisers of the Company, that a classification error had been made in some of the previously published financial statements of the Company, and that (i) the audited balance sheet of the Company such as February 2, 2021, filed as Exhibit 99.1 of the company’s current report on Form 8-K with the SECOND to February 8, 2021, (ii) the unaudited financial statements of the Company as of March 31, 2021 contained in the company’s quarterly report on Form 10-Q filed with the SECOND to May 24, 2021, and (iii) the unaudited financial statements of the Company as of June 30, 2021 contained in the company’s quarterly report on Form 10-Q filed with the SECOND to August 20, 2021, should no longer be invoked due to the reclassification of the Company’s Class A common shares as temporary equity instead of permanent equity.

In light of the above, the CEO and CFO of the Company have performed an assessment of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on their reassessment, the CEO and CFO of the Company concluded that the Company’s disclosure controls and procedures were not effective during the period in which the error described above occurred. persisted, due to a material weakness in internal controls over financial reporting in the analysis of complex financial instruments. In light of this material weakness, the Company has performed additional analysis deemed necessary to ensure that the Company’s unaudited interim financial statements have been prepared in accordance with we
generally accepted accounting principles. The Company has reflected the restatements in note 2 of the financial statements included in the Company’s quarterly report on Form 10-Q for the period ended. September 30, 2021, deposited with the SECOND to
22 November 2021. Accordingly, management believes that the financial statements included in this report fairly present, in all material respects, the financial condition, results of operations and cash flows of the Company for the periods presented.

The Audit Committee has discussed the matters disclosed above with the Company’s independent registered public accounting firm, Marcum LLP.

Article 9.01. Financial statements and supporting documents.

(d) Exhibits



Exhibit   Title
Number
10.1*       Promissory Note, dated November 19, 2021
104       Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Previously filed (incorporated herein by reference to Exhibit 10.1 of the Company’s Quarterly Report for the quarter ended September 30, 2021 on Form 10-Q, as filed with the SECOND to 22 november, 2021).

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