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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