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OFFON

ATLANTIC AVENUE ACQUISITION CORP

(ASAQ)
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ATLANTIC AVENUE ACQUISITION CORP : Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Other Events, Financial Statements and Exhibits (form 8-K)

05/27/2021 | 05:29pm EST
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 SEC.

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.



(d) Exhibits


Exhibit Number Description of Exhibit

  99.1         Press Release, dated May 27, 2021




                                       2

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