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 JOFF Fintech
Acquisition Corp., on April 12, 2021, the staff (the "Staff") of the Division of
Corporation Finance of 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 indicated that it required additional time to
evaluate its financial statements on its Quarterly Report on Form 10-Q for the
quarter ended March 31, 2021 (the "Form 10-Q"). The Company was not able to
complete the Form 10-Q by the extended deadline of May 24, 2021. It continues to
work diligently to complete the Form 10-Q as soon as possible.
On May 26, 2021, the Company received a notice (the "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 The Nasdaq Stock Market LLC.
Under Nasdaq rules, the Company has 60 calendar days from receipt of the Notice
(May 26, 2021), or until July 26, 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, 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 Rule.
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.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit
Number Title
99.1 Press Release, dated June 1, 2021
1
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