Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On May 28, 2021, the Company received a deficiency letter from the Nasdaq
Capital Market ("NASDAQ") indicating that it is not in compliance with
Section 5250(c) of the NASDAQ Rules and Regulations as a result of its failure
to timely file the Form 10-Q for the fiscal quarter ended March 31, 2021 (the
"Form 10-Q").
On April 12, 2021, the staff of the Securities and Exchange Commission ("SEC")
issued a public statement entitled "Staff Statement on Accounting and Reporting
Considerations for Warrants Issued by Special Purpose Acquisition Companies
("SPACs")" (the "Statement'), which clarified guidance for all SPAC-related
companies regarding the accounting and reporting for their warrants. The
immediacy of the effective date of the new guidance set forth in the Statement
has resulted in a significant number of SPACs re-evaluating the accounting
treatment for their warrants with their professional advisors, including
auditors and other advisors responsible for assisting SPACs in the preparation
of financial statements. This, in turn, has resulted in the Company's delay in
preparing and finalizing its financial statements as of and for the quarter
ended March 31, 2021 and filing its Form 10-Q with the SEC by the prescribed
deadline.
Under the NASDAQ's rules, the Company has 60 calendar days from the date of the
deficiency letter to submit to NASDAQ a plan to regain compliance with the
NASDAQ Listing Rules. Concurrently with the filing of this Current Report on
Form 8-K, the Company is filing the Form 10-Q.
Item 4.02 Non-Reliance on Previously Issued Financial Statement and Related
Audit Report.
On April 12, 2021, the staff of the SEC issued the Statement. In the Statement,
the SEC staff expressed its view that certain terms and conditions common to
SPAC warrants may require the warrants to be classified as liabilities on SPACs'
balance sheets as opposed to equity. At issuance on March 18, 2021, the
outstanding Warrants of the Company to purchase its Class A ordinary shares were
accounted for as equity within its balance sheet, and after discussion and
evaluation, the Company has concluded that its Warrants should be presented as
liabilities as of the IPO date, reported at fair value with subsequent fair
value changes to be recorded in its financial statements at each reporting
period. Management discussed this evaluation and conclusion with its independent
registered public accounting firm, Marcum LLP, ("Marcum").
On June 1, 2021, the audit committee of the board of directors of the Company
concluded, after discussion with the Company's management, that the Company's
audited balance sheet as of March 18, 2021 filed as Exhibit 99.1 to the
Company's Current Report on Form 8-K filed with the SEC on March 18, 2021 (the
"Form 8-K") should no longer be relied upon due to changes required to
reclassify the Warrants as liabilities to align with the guidance set forth in
the Statement. The Company has reflected this reclassification of the Warrants
in its Quarterly Report on Form 10-Q for the quarterly period ended March 31,
2021, filed with the SEC on June 4, 2021.
The Company does not expect any of the above changes will have any impact on its
cash position or cash held in its trust account.
In addition, the audit report of Marcum included in the Company's Form 8-K filed
on March 18, 2021 should no longer be relied upon.
Cautionary Statements Regarding Forward-Looking Statements
This Current Report on Form 8-K includes "forward-looking statements" within the
meaning of the safe harbor provisions of the U.S. Private Securities Litigation
Reform Act of 1995. Certain of these forward-looking statements can be
identified by the use of words such as "believes," "expects," "intends,"
"plans," "estimates," "assumes," "may," "should," "will," "seeks," or other
similar expressions. Such statements may include, but are not limited to,
statements regarding the Company's cash position and cash held in its trust
account. These statements are based on current expectations on the date of this
Form 8-K and involve a number of risks and uncertainties that may cause actual
results to differ significantly. The Company does not assume any obligation to
update or revise any such forward-looking statements, whether as the result of
new developments or otherwise. Readers are cautioned not to put undue reliance
on forward-looking statements.
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