Item 8.01 Other Events.
Rebel Group, Inc. (the "Company") is filing this Current Report on Form 8-K in
compliance with and in reliance upon the SEC Order issued pursuant to Section 36
of the Securities Exchange Act of 1934, as amended, granting Exemptions from
Specified Provisions of the Exchange Act and Certain Rules thereunder (SEC
Release No. 34-88465 on March 25, 2020) (the "Relief Order"). Set forth below
are the reasons for the delays in the completion of the Annual Report on Form
10-K for the fiscal year ended December 31, 2019 (the "Annual Report"),
estimated filing dates of the Annual Report, and new CODID-19 related risk
disclosure.
The Company previously announced that it expected to file its Annual Report
within the extension period afforded by SEC Rule 12b-25. As a result of the
increasing challenges associated with the COVID-19 outbreak, the Company does
not expect to file the Annual Report until after such extension period. The
Company filed a Current Report on Form 8-K today which outlines the Company's
reliance on the relief from the original filing deadline provided by the SEC,
and the Annual Report filing extension permitted thereunder. The extension of
time is necessary due to unanticipated delays being experienced by the Company
in providing the information associated with the audit of the Company's
financial statements. Considering the lack of time for the compilation,
attesting and review of the information required to be presented and the
importance of markets and investors receiving materially accurate information in
the Annual Report, the Company expects to file the Annual Report no later than
May 14, 2020.
Additional Risk Factor
Potential Impact of the COVID-19 Outbreak. Beginning in late 2019, there were
reports of the COVID-19 (coronavirus) outbreak originating in China, prompting
government-imposed quarantines, cessation of certain travel and business
closures. It is presently unknown whether and to what extent the Company's
operations may be affected if the pandemic persists for an extended period of
time. It is also possible that the outbreak will cause additional disruptions to
the Company's operations and prospects. The Company may incur significant
delays, reductions in revenue and increases in expenses relating to such events
outside of its control. The outbreak precludes customers and potential customers
from attending the Company events, which adversely affects the Company's ability
to generate new revenue. Moreover, the Company expects that the impact of the
COVID-19 outbreak on the United States and world economies will have a material
adverse affect on the demand for its event offerings. Any and all of the
foregoing could have a material adverse impact on its business, operating
results and financial condition. Further, there can be no assurance that the
Company would be able to secure additional financing in the future in the event
that it requires additional capital. We currently believe that our financial
resources will be adequate to see us through the outbreak. However, in the event
that we do need to raise capital in the future, the outbreak-related instability
in the securities markets could adversely affect our ability to raise additional
capital.
Special Note Concerning Forward Looking Statements
This filing contains statements which constitute forward looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995 and
other securities laws. These forward looking statements are based upon the
Company's present intent, beliefs or expectations, including, among others, the
Company's estimates relating to the filing of the 2019 Annual Report, its
ability to sustain its operations without disruptions or delays, but
forward-looking statements are not guaranteed to occur and may not occur for
various reasons and circumstances. You should not place undue reliance upon the
Company's forward-looking statements. Except as required by law, the Company
undertakes no obligation to revise or update any forward-looking statements in
order to reflect any event or circumstance that may arise after the date of this
Current Report.
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