Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
As previously disclosed in the Current Report on Form 8-K filed by Burgundy
Technology Acquisition Corporation (the "Company") on May 14, 2021, the staff of
the U.S. Securities and Exchange Commission (the "SEC") issued, on April 12,
2021, a statement pertaining to Special Purpose Acquisition Companies ("SPACs")
entitled "Staff Statement on Accounting and Reporting Considerations for
Warrants Issued by Special Purpose Acquisition Companies" (the "SEC Staff
Statement"). In the SEC Staff Statement, the SEC staff expressed its view that
certain terms and conditions common to SPAC warrants may require the warrants to
be classified as liabilities on the SPAC's balance sheet as opposed to equity.
Since issuance on August 31, 2020, the outstanding warrants ("Warrants") to
purchase Class A ordinary shares of the Company were accounted for as equity
within the Company's balance sheet.
As disclosed in the Current Report on Form 8-K filed by the Company on May 14,
2021, the Company's audit committee (the "Audit Committee") concluded that, in
light of the SEC Staff Statement and after discussion with the Company's
management, it is appropriate to restate the Company's previously issued audited
financial statements as of December 31, 2020 and for the period from June 4,
2020 (inception) through December 31, 2020. The Company intends to file an
amendment to its Annual Report on Form 10-K for the fiscal year ended December
31, 2020 (the "Amended 10-K"), which will include the restated audited financial
statements of the Company as of December 31, 2020 and for the period from June
4, 2020 (inception) through December 31, 2020. Given the scope of the process
for evaluating the impact of the SEC Staff Statement on the Company's financial
statements and the Company's management's focus on preparing the Amended 10-K
containing restated financial statements for the year ended December 31, 2020,
the Company was unable to complete and file its Quarterly Report on Form 10-Q
for the period ended March 31, 2021 (the "Quarterly Report") by the required due
date of May 17, 2021. On May 18, 2021, the Company filed a Form 12b-25
Notification of Late Filing with the SEC related to the Quarterly Report. The
Company is working diligently to prepare and file the Amended 10-K and the
Quarterly Report as soon as reasonably practicable.
On May 28, 2021, the Company received a notice (the "Notice") from the from the
Listing Qualifications Department of The Nasdaq Stock Market ("Nasdaq")
indicating that as a result of the Company's failure to timely file the
Quarterly Report, the Company no longer complies with the continued listing
requirements set forth in Nasdaq Listing Rule 5250(c)(1).
The Notice advises that under Nasdaq rules, the Company now has 60 calendar days
from the date of the Notice to submit a plan to regain compliance with Nasdaq's
continued listing requirements. If Nasdaq accepts the plan, Nasdaq may grant an
exception of up to 180 calendar days from the filing due date to regain
compliance. If Nasdaq does not accept the plan, the Company will have the
opportunity to appeal that decision to a Nasdaq Hearings Panel.
The Notice has no immediate impact on the listing of the Company's securities,
which will continue to trade on the Nasdaq Capital Market, subject to the
Company's compliance with other applicable continued listing requirements.
Item 8.01. Other Events.
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.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description
99.1* Burgundy Technology Acquisition Corporation press release, dated
June 3, 2021
* Furnished herewith.
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