Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On April 12, 2021, the Acting Director of the Division of Corporation Finance
and Acting Chief Accountant of the U.S. Securities and Exchange Commission (the
"SEC") together issued a statement regarding the accounting and reporting
considerations for warrants issued by special purpose acquisition companies
entitled "Staff Statement on Accounting and Reporting Considerations for
Warrants Issued by Special Purpose Acquisition Companies ('SPACs')" (the "SEC
Staff Statement"). As previously disclosed in the Company's Notification of Late
Filing on Form 12b-25, filed with the SEC on May 18, 2021, given the scope of
the process for determining the appropriate accounting treatment of its
outstanding warrants in accordance with the SEC Staff Statement and Accounting
Standards Codification ("ASC") 815-40, Derivatives and Hedging: Contracts in an
Entities Own Equity, the Company was unable to complete and file its Quarterly
Report on Form 10-Q for the fiscal quarter ended March 31, 2021 (the "Form
10-Q") by the required due date without unreasonable effort and expense.
On May 28, 2021, the Company received a notice (the "Notice") from the Listing
Qualifications Department of The Nasdaq Stock Market LLC (the "Exchange")
indicating that, as a result of not having timely filed the Form 10-Q with the
SEC, the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) (the
"Listing Rule"). The Listing Rule requires listed companies to timely file all
required periodic reports with the SEC.
The Notice stated that the Company has sixty days from the date of the Notice,
or until July 26, 2021, to submit a plan to regain compliance with the Rule. If
Nasdaq accepts the Company's plan, it has the discretion to grant the Company an
extension of up to 180 calendar days from the due date of the Form 10-Q (or
until November 22, 2021) to regain compliance. This notification has no
immediate effect on the listing of the Company's shares on Nasdaq.
The Company filed its Form 10-Q on June 3, 2021, which cures the deficiency
described in the Notice.
Cautionary Statement Regarding Forward-Looking Statements
This report includes "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, including relating to the
filing of the 10-Q, 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 the Company or its 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 SEC. All subsequent written or oral
forward-looking statements attributable to the Company or persons acting on its
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 prospectus relating to the IPO 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.
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