Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On April 12, 2021 the Staff of the U.S. Securities and Exchange Commission (the
"SEC") released the "Staff Statement on Accounting and Reporting Considerations
for Warrants Issued by Special Purpose Acquisition Companies ("SPACs") (the
"Staff Statement"). The Staff Statement sets forth the conclusion of the SEC's
Office of the Chief Accountant that certain provisions included in the warrant
agreements entered into by many SPACs, such as Silver Spike Acquisition Corp II
(the "Company"), require such warrants to be accounted for as liabilities
measured at fair value, rather than as equity securities, with changes in fair
value during each financial reporting period reported in earnings. The Company
has previously classified its private placement warrants and public warrants as
equity.
Given the scope of the process for evaluating the impact of the Staff Statement
on the Company's financial statements, the Company was unable to complete and
file its Quarterly Report on Form 10-Q for the period ended March 31, 2021 (the
"Quarterly Report") by the required due date of May 17, 2021. On May 17, 2021,
the Company filed a Form 12b-25 Notification of Late Filing with the SEC related
to the Quarterly Report. The Company is working diligently to prepare and file
the Quarterly Report as soon as reasonably practicable.
On May 28, 2021, the Company received a notice (the "Notice") from the Nasdaq
Capital Market ("Nasdaq") indicating that as a result of the Company's failure
to timely file its Quarterly Report, the Company no longer complies with the
continued listing requirements set forth in Section 5250(c)(1) of the Nasdaq
Stock Market Rules.
The notice advises that under the Nasdaq's rules, the Company has 60 calendar
days to submit a plan to regain compliance and, if Nasdaq accepts such plan, it
can grant an exception of up to 180 calendar days from the filing's due date, or
until November 22, 2021, to regain compliance.
The Notice has no immediate impact on the listing of the Company's securities,
which will continue to trade on Nasdaq, subject to the Company's compliance with
other applicable continued listing requirements.
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. The following exhibits are filed with this Form 8-K:
Exhibit No. Description of Exhibits
99.1 Press Release, dated June 4, 2021
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses
SILVER SPIKE ACQUISITION CORP II 
