UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 12b-25

 

NOTIFICATION OF LATE FILING

 

Commission File Number: 333-253544

 

(Check one): ☐   Form 10-K  ☐   Form 20-F    ☐    Form 11-K  ☒    Form 10-Q   ☐   Form 10-D  
  ☐   Form N-SAR   ☐   Form N-CSR       

 

  For Period Ended: September 30, 2021                               

 

  ☐   Transition Report on Form 10-K
  ☐   Transition Report on Form 20-F
  ☐   Transition Report on Form 11-K
  ☐   Transition Report on Form 10-Q
  ☐   Transition Report on Form N-SAR
   
  For the Transition Period Ended: _________________

 

PART I — REGISTRANT INFORMATION

 

AF Acquisition Corporation

(Full Name of Registrant)

 

___________________

(Former Name if Applicable)

 

139 North County Road, Floor 2, Suite 35

Address of Principal Executive Office

 

Palm Beach, FL 33480

City, State and Zip Code

 

PART II — RULES 12b-25(b) AND (c)

 

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

 

☒ (a) The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
     
☒ (b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D,or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
     
☐ (c) The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

 

 

 

 

PART III — NARRATIVE

 

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period. (Attach extra Sheets if Needed)

 

AF Acquisition Corporation (the “Company”) has determined that it is unable, without unreasonable effort or expense, to file its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2021 (the “Q3 2021 Form 10-Q”) by the prescribed due date, for the reasons described below.

 

In connection with the preparation of the Company’s financial statements as of September 30, 2021, management, in consultation with its advisors, identified an error made in certain of its previously issued financial statements, arising from the manner in which, as of the closing of the Company’s initial public offering, the Company presented its Class A common stock subject to possible redemption. The Company previously determined the value of such Class A common stock to be equal to the redemption value of such shares, after taking into consideration the terms of the Company’s Amended and Restated Certificate of Incorporation, under which a redemption cannot result in net tangible assets being less than $5,000,001. Management has now determined, after consultation with its advisors, that the shares of Class A common stock underlying the units issued during the initial public offering can be redeemed or become redeemable subject to the occurrence of future events considered to be outside the Company’s control. Therefore, management has concluded that the redemption value of its Class A common stock subject to possible redemption should reflect the possible redemption of all Class A common stock. As a result, management has noted a restatement error related to temporary equity and permanent equity and intends to reflect any restatement of equity for (i) the Company’s audited balance sheet as of March 23, 2021 filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on March 29, 2021, (ii) its unaudited condensed financial statements as of March 31, 2021 contained in the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 25, 2021, (iii) its unaudited condensed financial statements as of June 30, 2021 contained in the Company’s Current Report on Form 10Q filed with the SEC on August 16, 2021, (the “Affected Periods”) in its forthcoming Q3 2021 Form 10-Q. Any such restatement to the financial statement items for the Affected Periods will be set forth through expanded disclosure in the financial statements included in the Q3 2021 Form 10-Q, including further describing the correction and its impact on previously reported amounts.

 

The Company, in consultation with its advisors, is continuing to finalize its Q3 2021 Form 10-Q financial statements to reflect the foregoing. The Company is working diligently to complete its Q3 2021 Form 10-Q as soon as possible, and expects to file such report on or before the fifth calendar day following the prescribed due date (or, if such date is not an EDGAR filing date, then the first EDGAR filing date thereafter).

 

PART IV — OTHER INFORMATION

 

(1) Name and telephone number of person to contact in regard to this notification

 

  Andrew Z. Scharf   (561)   838-9494
  (Name)   (Area Code)   (Telephone Number)

  

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).
  Yes ☒    No ☐
   
(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
  Yes ☐    No ☒
 
  If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

 

2

 

 

AF Acquisition Corporation

(Name of Registrant as Specified in Charter)

 

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: November 16, 2021 By:  /s/ Andrew Z. Scharf
    Andrew Z. Scharf
    Chairman and President

 

 

3

 

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