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 17, 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 25, 2021, the Company received a notice (the "Notice") from the New York
Stock Exchange (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
Section 802.01E of the NYSE Listed Company Manual (the "Listing Rule"). The
Listing Rule requires listed companies to timely file all required periodic
reports with the SEC.
The Notice indicated that the Company can regain compliance with the Exchange's
listing standards at any time prior to November 24, 2021 by filing the Form
10-Q. If the Company fails to file the Form 10-Q by such date, the Company may
submit a plan to regain compliance with the Listing Rule prior to such date and,
following receipt of such plan, the Exchange may grant, at its sole discretion,
an extension for the Company to regain compliance, depending on the specific
circumstances. The Notice also stated that the Exchange may nevertheless
commence delisting proceedings at any time if it deems that the circumstances
warrant.
While the Company can provide no assurances as to timing, the Company plans to
file the Form 10-Q as soon as practicably possible, and no later than November
24, 2021, and regaining compliance with the Listing Rule.
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.
Item 7.01. Regulation FD Disclosure.
On May 28, 2021, the Company issued a press release, a copy of which is attached
as Exhibit 99.1, regarding the Notice.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibit is furnished with this Form 8-K:
Exhibit
No. Description of Exhibit
99.1 Press Release, dated May 28, 2021.
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