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):  November 23, 2021

DHB Capital Corp.

(Exact name of registrant as specified in its charter)

5 Brewster Street #2105

Glen Cove, NY 11542

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (646) 450-5664

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:

Securities registered pursuant to Section 12(b) of the Act:

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 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. ¨

On November 23, 2021, the audit committee of the board of directors of DHB Capital Corp., a Delaware corporation (the “Company”), concluded, after discussion with the Company’s management and its advisors, that (i) the Company’s audited balance sheet as of March 4, 2021 as previously issued in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on March 10, 2021, (ii) the Company’s unaudited financial statements as of March 31, 2021 contained in the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 24, 2021, (iii) the Company’s unaudited financial statements as of June 30, 2021 contained in the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 13, 2021, and (iv) the Company’s unaudited financial statements as of September 30, 2021 contained in the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 12, 2021, should no longer be relied upon due to the reclassification of the Company’s Class A common stock as temporary equity.

In light of the above, the Company management, in consultation with its advisors, carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based upon the re-evaluation, the Company concluded that the Company’s disclosure controls and procedures were not effective during the period of time the error described above persisted, due to a material weakness in internal controls over financial reporting in analyzing complex financial instruments. In light of this material weakness, the Company performed additional analysis as deemed necessary to ensure that the Company’s unaudited interim financial statements were prepared in accordance with U.S. generally accepted accounting principles. The Company plans to restate the financial statements identified above in the Company’s Quarterly Report on Form 10-Q/A to be filed with the SEC as soon as practicable.

The audit committee discussed the above disclosed matters with the Company’s independent registered public accounting firm, WithumSmith+Brown, PC (“Withum”). Withum was provided with a copy of the disclosures made herein and was given the opportunity to review these disclosures.

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.