| Item 7.01. |
Regulation FD Disclosure. |
As previously disclosed, on March 23, 2025, Chrome Holding Co. (formerly known as 23andMe Holding Co.), a Delaware corporation (the “Company”), and certain of its subsidiaries (together with the Company, the “Debtors”) filed voluntary petitions seeking relief under Chapter 11 of Title 11 of the United States Bankruptcy Code in the United States Bankruptcy Court (the “Court”) for the Eastern District of Missouri (the “Chapter 11 Cases”).
On October 31, 2025, the Company filed with the Court its monthly operating report for the period ended September 30, 2025 (the “Monthly Operating Report”). The Monthly Operating Report is attached hereto as Exhibit 99.1. This Current Report on Form 8-K (including the exhibit attached hereto, the “Form 8-K”) will not be deemed an admission as to the materiality of any herein. The Monthly Operating Report and other documents filed with the Court are available for review and free of charge online at https://restructuring.ra.kroll.com/23andMe.
Future Monthly Operating Reports
The Debtors are required, and will continue, to file monthly operating reports with the Court at or around the end of each month during which the Chapter 11 Cases remain pending. Future monthly operating reports will be similarly available for review and free of charge online at https://restructuring.ra.kroll.com/23andMe. Such reports may be filed with the Court without the filing of an accompanying Current Report on Form 8-K. In addition, investors are directed to visit https://restructuring.ra.kroll.com/23andMe for other materials that are provided with respect to the Debtors from time to time in connection with the Chapter 11 Cases.
The information in this report furnished pursuant to Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. It shall not be deemed to be incorporated by reference into any of the Company’s filings under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.
Additional Information on the Chapter 11 Cases
Court filings and information about the Chapter 11 Cases can be found at a website maintained by the Company’s claims agent Kroll at https://restructuring.ra.kroll.com/23andMe, by calling (888) 367-7556, or by sending an email to 23andMeInfo@ra.kroll.com. The website addresses set forth herein are included as inactive textual references only. The documents and other information available via website or elsewhere are not part of this Form 8-K and will not be deemed incorporated herein.
Cautionary Note Regarding the Company’s Common Stock
The Company cautions that trading in the Company’s Class A common stock, $0.0001 par value per share (the “Common Stock”) during the pendency of the Chapter 11 Cases is highly speculative and poses substantial risks. Trading prices for the Company’s Common Stock may bear little or no relationship to the actual recovery, if any, by holders of the Common Stock in the Chapter 11 Cases. The Company cannot assure investors of the liquidity of an active trading market, the ability to sell shares of the Common Stock when desired, or the prices that an investor may obtain for the shares of the Common Stock.
Cautionary Note Regarding the Monthly Operating Report
The Company cautions investors and potential investors not to place undue reliance upon the information contained in the Monthly Operating Report, which was not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of the Company. The Monthly Operating Report is limited in scope, covers a limited time period, and has been prepared solely for the purpose of complying with the reporting requirements of the Court. The Monthly Operating Report was not audited or reviewed by independent accountants, was not prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”), is in a format prescribed by applicable bankruptcy rules and guidelines, and is subject to future adjustment and reconciliation. Furthermore, the monthly financial information contained in the Monthly Operating Report has not been subjected to the same level of accounting review and testing that the Debtors apply when preparing their quarterly and annual consolidated financial information in accordance with GAAP. Accordingly, upon the application of such procedures, the Debtors believe that the financial information may be subject to change, and these changes could be material. There can be no assurance that, from the perspective of an investor or potential investor in the Company’s securities, the Monthly Operating Report is complete. Results and projections set forth in the Monthly Operating Report should not be viewed as indicative of future results.
