Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On May 25, 2021, ESM Acquisition Corporation (NYSE: ESM) (the "Company")
received a notice (the "Notice") from The New York Stock Exchange (the "NYSE")
indicating that, as a result of not having timely filed its quarterly report on
Form 10-Q for the quarter ended March 31, 2021 (the "Form 10-Q"), the Company
was not in compliance with the NYSE's continued listing requirements under the
timely filing criteria established in Section 802.01E of the NYSE Listed Company
Manual. It requires timely filing of all required periodic reports with the
Securities and Exchange Commission ("SEC") on or prior to the due date thereof
or by the extended filing due date provided by Rule 12b-25.
The Notice informed the Company that it can regain compliance with the NYSE's
continued listing requirements by filing the Form 10-Q within six months of its
filing due date, which was May 17, 2021. The Notice has no immediate impact on
the listing of the Company's securities, which will continue to trade on the
NYSE, subject to the Company's compliance with the other continued listing
requirements of the NYSE. As previously disclosed by the Company on its Form
12b-25 filed with the SEC on May 17, 2021, the Company is currently evaluating
the accounting treatment of its warrants based on guidance from the SEC staff
issued in a public statement on April 12, 2021 (the "SEC Guidance") that
highlighted the potential accounting implications of certain terms that may be
common in warrants included in special purpose acquisition company transactions
and discussed related financial reporting considerations. The Company is
determining what effects the SEC Guidance will have on the Form 10-Q and needs
more time to incorporate the revised accounting treatment required by the SEC
Guidance for its warrants in its financial statements in the Form 10-Q.
The Company is working diligently to complete the Form 10-Q as soon as possible.
The anticipated filing date of the Form 10-Q is currently unknown, and the
Company plans to file the Form 10-Q as soon as practicably possible.
Item 8.01 Other Events.
On June 1, 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.
This report may include "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. All statements other than
statements of historical fact included in this report are forward-looking
statements. When used in this report, words such as "anticipate," "believe,"
"estimate," "expect," "intend" and similar expressions, as they relate to us or
our management team, identify forward-looking statements. Such forward-looking
statements are based on the beliefs of management, as well as assumptions made
by, and information currently available to, the Company's management. Actual
results could differ materially from those contemplated by the forward-looking
statements as a result of certain factors detailed in the Company's filings with
the Securities and Exchange Commission (the "SEC"). All subsequent written or
oral forward-looking statements attributable to us or persons acting on our
behalf are qualified in their entirety by this paragraph. Forward-looking
statements are subject to numerous conditions, many of which are beyond the
control of the Company, including those set forth in the Risk Factors section of
the Company's registration statement and prospectus relating to the Company's
initial public offering filed with the SEC. Copies of such filings are available
on the SEC's website, www.sec.gov. 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. The following exhibits are filed with this Form 8-K:
No. Description of Exhibits
99.1 Press Release, dated June 1, 2021.
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