Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
As previously disclosed in the Form 12b-25 filed on May 17, 2021 by E.Merge
Technology Acquisition Corp., on April 12, 2021, the staff (the "Staff") of the
Division of Corporation Finance of the Securities and Exchange Commission (the
"SEC") issued a statement entitled "Staff Statement on Accounting and Reporting
Considerations for Warrants Issued by Special Purpose Acquisition Companies"
(the "Staff Statement"). The Staff Statement, among other things, highlighted
the potential accounting implications of certain terms that are common in
warrants issued in connection with the initial public offerings of special
purpose acquisition companies such as the Company. As a result of the Staff
Statement, the Company required additional time to file its Quarterly Report on
Form 10-Q for the quarter ended March 31, 2021 (the "Form 10-Q").
On May 28, 2021, the Company received a notice from the Listing Qualifications
Department of The Nasdaq Stock Market ("Nasdaq") (the "Notice") stating that the
Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) (the "Rule")
because it has 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. However, if the Company fails to timely regain compliance
with the Rule, the Company's securities will be subject to delisting from
Nasdaq.
Under Nasdaq rules, the Company has 60 calendar days from receipt of the Notice
(May 28, 2021), or until July 27, 2021, to submit a plan to regain compliance
with the Rule. If Nasdaq accepts the Company's plan, then Nasdaq may grant an
exception of up to 180 calendar days from the due date of the Form 10-Q (May 24,
2021), or until November 22, 2021, to regain compliance. However, there can be
no assurance that Nasdaq will accept the Company's plan to regain compliance or
that the Company will be able to regain compliance within any extension period
granted by Nasdaq. If Nasdaq does not accept the Company's plan, then the
Company will have the opportunity to appeal that decision to a Nasdaq hearings
panel.
As noted above, the Company is working diligently to complete its Form 10-Q. The
Company intends to file the Form 10-Q as soon as practicable to regain
compliance with the Nasdaq Listing Rule.
Item 8.01. Other Events.
On June 4, 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
(d) Exhibits
Exhibit
Number Title
99.1 Press Release, dated June 4, 2021
1
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