Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On April 12, 2021, the Acting Director of the Division of Corporation Finance
and Acting Chief Accountant of the Securities Exchange Commission (the "SEC")
together issued a statement regarding the accounting and reporting
considerations for warrants issued by special purpose acquisition companies
entitled "Staff Statement on Accounting and Reporting Considerations for
Warrants Issued by Special Purpose Acquisition Companies ("SPACs")" (the "SEC
Statement"). Specifically, the SEC Statement focused on certain settlement terms
and provisions related to certain tender offers following a business
combination, which terms are similar to those contained in the warrant agreement
governing the warrants of Atlantic Avenue Acquisition Corp (the "Company").
As previously disclosed in the Form 12b-25 filed on May 17, 2021 by the Company
with the SEC, as a result of the SEC Statement, the Company is reevaluating the
accounting treatment of (i) the redeemable warrants that were included in the
units issued by the Company in its initial public offering and (ii) the
redeemable warrants that were issued in a private placement (collectively, the
"Warrants"). The Company is reviewing the impacts of the SEC Statement on the
Company's unaudited financial statements for the quarterly period ended March
31, 2021. As a result of the foregoing, as well as the time and dedication of
resources needed to prepare its Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 2021 (the "Form 10-Q"), the Company was unable to file
the Form 10-Q by the required due date of May 17, 2021. The Company is working
diligently to complete and file the Form 10-Q as soon as reasonably practicable.
In connection with the foregoing, on May 25, 2021, the Company received a notice
(the "Notice") from NYSE Regulation stating that the Company is not in
compliance with Section 802.01E of the Listed Company Manual (the "Rule")
because it had not timely filed the Form 10-Q with the SEC. The Rule requires
listed companies to timely file all required periodic financial reports with the
The Notice has no immediate effect on the listing or trading of the Company's
securities. Under NYSE rules, the Company has six months from the 10-Q filing
due date to file the Form 10-Q. If the Company fails to file the 10-Q or any
subsequent delayed filings within six months from the filing due date, the NYSE
may, in its sole discretion, allow the Company's securities to trade for up to
an additional six months depending on the circumstances. If the NYSE determines
that an additional six-month trading period is not appropriate, the Company's
securities will be subject to suspension and delisting from the NYSE.
Item 8.01 Other Events.
On May 27, 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.
Cautionary Statements Regarding Forward-Looking Statements
This Current Report on Form 8-K includes "forward-looking statements" within the
meaning of the safe harbor provisions of the United States Private Securities
Litigation Reform Act of 1995. Certain of these forward-looking statements can
be identified by the use of words such as "believes," "expects," "intends,"
"plans," "estimates," "assumes," "may," "should," "will," "seeks," or other
similar expressions. These forward-looking statements include, without
limitation, the Company's expectations regarding the timing of the filing of the
Form 10-Q. These forward-looking statements involve significant risks and
uncertainties that could cause the actual results to differ materially from the
expected results, including those under "Risk Factors" in the Annual Report on
Form 10-K filed March 25, 2021and in subsequent reports filed with the SEC. Most
of these factors are outside the Company's control and are difficult to predict.
The Company cautions readers not to place undue reliance upon any
forward-looking statements, which speak only as of the date made. 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.
Exhibit Number Description of Exhibit
99.1 Press Release, dated May 27, 2021
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