Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On May 28, 2021, Archimedes Tech SPAC Partners Co. (the "Company") received a
notice (the "Notice") from the Nasdaq Stock Market LLC (the "Nasdaq") indicating
that the Company is not in compliance with Nasdaq Marketplace 5250(c)(1) as a
result of its failure to timely file its Quarterly Report on Form 10-Q for the
quarter ended March 31, 2021 with the U.S. Securities and Exchange Commission
(the "SEC").
The Notice has no immediate impact on the listing of the Company's securities,
which will continue to trade on Nasdaq, subject to the Company's compliance with
the other continued listing requirements of Nasdaq. Under the Nasdaq Listing
Rules, the Company has 60 calendar days from the date of the Notice to file the
Form 10-Q. If the Company is unable to file the Form 10-Q with the SEC by July
26, 2021, the Company intends to submit a plan to regain compliance with the
Nasdaq Listing Rules on or prior to that date. If Nasdaq accepts the plan,
Nasdaq can grant the Company an exception of up to 180 calendar days from the
due date of the Form 10-Q, or until November 22, 2021, to regain compliance.
However, there can be no assurance that Nasdaq will accept the Company's plan to
regain compliance or that the Company will be able to regain compliance within
any extension period granted by Nasdaq. If the Company fails to timely regain
compliance with Nasdaq's listing rules, the common stock of the Company will be
subject to delisting on the Nasdaq Capital Market.
As previously disclosed by the Company, the Company is currently evaluating the
accounting treatment of its warrants based on guidance from the SEC staff issued
in a public statement on April 12, 2021 that highlighted the potential
accounting implications of certain terms that may be common in warrants included
in special purpose acquisition company transactions and discussed related
financial reporting considerations. The Company is determining what effects such
guidance will have, if any, on the Form 10-Q. The Company plans to file the Form
10-Q as soon as practicable.
On June 3, 2021, the Company issued a press release announcing its receipt of
the Notice. A copy of the press release is attached hereto as Exhibit 99.1 and
is incorporated herein by reference.
This report may include "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. All statements other than
statements of historical fact included in this report are forward-looking
statements. When used in this report, words such as "anticipate," "believe,"
"estimate," "expect," "intend" and similar expressions, as they relate to the
Company or its management team, identify forward-looking statements. Such
forward-looking statements are based on the beliefs of management, as well as
assumptions made by, and information currently available to, the Company's
management. Actual results could differ materially from those contemplated by
the forward-looking statements as a result of certain factors detailed in the
Company's filings with the SEC. All subsequent written or oral forward-looking
statements attributable to the Company or persons acting on its behalf are
qualified in their entirety by this paragraph. Forward-looking statements are
subject to numerous conditions, many of which are beyond the control of the
Company, including those set forth in the Risk Factors section of the Company's
registration statement and prospectus relating to the Company's initial public
offering filed with the SEC. Copies of such filings are available on the SEC's
website, www.sec.gov. The Company undertakes no obligation to update these
statements for revisions or changes after the date of this release, except as
required by law.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Press Release, dated June 3, 2021.
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