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OFFON

CHP MERGER CORP.

(CHPM)
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CHP MERGER CORP. : Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits (form 8-K)

05/28/2021 | 04:49pm EDT
Item 3.01(a) Notice of Delisting or Failure to Satisfy a Continued Listing Rule
             or Standard; Transfer of Listing



On May 26, 2021, CHP Merger Corp. (the "Company") received a Notification of Deficiency by the Listing Qualifications Department at The Nasdaq Stock Market LLC ("Nasdaq") which stated that, because the Company had not as of the date of the letter filed its Form 10-Q for the period ended March 31, 2021 (the "Form 10-Q"), it is in violation of Nasdaq Listing Rule 5250(c)(1).

As previously announced on May 21, 2021, CHP Merger Corp. (Nasdaq: CHPM) (the "Company") has determined to restate its 2019 and 2020 financial statements (the "Non-Reliance Periods") in light of the U.S. Securities and Exchange Commission's (the "SEC") recently issued "Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies ("SPACs")" (the "Staff Statement"). This Staff Statement issued on April 12, 2021 informed market participants that warrants issued by SPACs and former SPACs may need to be reclassified as liabilities with non-cash fair value adjustments recorded in earnings at each reporting period. The Company had previously classified its issued warrants as equity. The Company is working diligently with its auditors in order to finalize and to file an amendment to its Annual Report on Form 10-K for the year ended December 31, 2020 (the "Form 10-K/A") reflecting the reclassification of the warrants for the Non-Reliance Periods as soon as practicable. The adjustments to the financial statement items for the Non-Reliance Periods will be set forth through disclosures in the financial statements included in the Form 10-K/A.

Given the time and focus dedicated to the restatement process and the completion and filing of the Company's Form 10-K/A, the Company requires additional time to complete its customary quarterly review and reporting process and the filing of its Form 10-Q. The Form 10-Q will be filed as soon as is practicable after the filing of the Form 10-K/A.

As required by Nasdaq rules, on May 28, 2021, the Company issued a press release regarding the matters described in this Item 3.01. A copy of the press release is included as Exhibit 99.1 to this Current Report and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.



(d)      Exhibits.

  99.1   Press Release, dated May 28, 2021


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© Edgar Online, source Glimpses

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