UNITED STATES
SECURITIES EXCHANGE COMMISSION
Washington, DC 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number 001-40294
(Check One): ¨ Form 10-K ¨ Form
20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ 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
For the Transition Period
Ended: _____________
Read Instruction (on back page)
Before Preparing Form. Please Print or Type.
Nothing in this form shall
be construed to imply that the Commission has verified any information contained herein.
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If the notification relates to a portion of the
filing checked above, identify the Item(s) to which the notification relates: _________
PART I - REGISTRANT INFORMATION
Alfi,
Inc.
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Full Name of Registrant
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Not
applicable.
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Former Name if Applicable
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429
Lenox Avenue, Suite 547
Address of Principal Executive Office (Street and Number)
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Miami
Beach, Florida 33139
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City, State and Zip Code
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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.)
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(a)
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The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
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¨
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(b)
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The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, 11-K, Form N-CEN 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
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(c)
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The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
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PART III – NARRATIVE
State below in reasonable detail why the Form
10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time
period. (Attach extra sheets if needed.)
Alfi, Inc. (the “Company”)
is unable, without unreasonable effort or expense, to file its Quarterly Report on Form 10-Q for the quarter ended September 30, 2021
(the “Quarterly Report”) by the November 15, 2021 filing date applicable to smaller reporting companies: (i) due to recent
changes in the Company’s Chief Executive Officer and Chief Financial Officer and in the Chair of the Audit Committee (the “Audit
Committee”) of the Company’s Board of Directors (the “Board”); and (ii) because the Company has not yet engaged
a new independent registered public accounting firm, which is needed to provide the required review of the Company’s financial
statements to be filed as part of the Quarterly Report. As previously disclosed by the Company in its filings with the Securities and
Exchange Commission (the “SEC”), on: (i) October 22, 2021, the Board placed Paul Pereira, the Company’s President and
Chief Executive Officer, and Dennis McIntosh, the Company’s Chief Financial Officer and Treasurer, on paid administrative leave
and elected Peter Bordes, a member of the Board, to serve as the Company’s interim Chief Executive Officer; (ii) October 27, 2021,
Richard Mowser, a director of the Company and Chair of the Audit Committee, resigned as a member of the Board; (iii) October 29, 2021,
the Company’s then-serving independent registered public accounting firm resigned; (iv) November 1, 2021, the Board appointed Allen
Capsuto to serve as a director of the Company and as Chair of the Audit Committee; and (v) November 8, 2021, the Board appointed Louis
A. Almerini to serve as the Company’s interim Chief Financial Officer. The Audit Committee is in the process of selecting and engaging
a new independent registered public accounting firm.
As a result of the foregoing,
the Company is still in the process of completing the financial statements and disclosures required to be included in the Quarterly Report,
including obtaining an auditor review of such financial statements. The Company is working diligently to complete and file the Quarterly
Report as soon as practicable; however, the Company does not expect to file the Quarterly Report on or before the fifth calendar day
following the prescribed due date.
PART IV - OTHER INFORMATION
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(1)
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Name and telephone number of person to contact
in regard to this notification
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Louis
A. Almerini
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305
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395-4520
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(Name)
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(Area Code)
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(Telephone Number)
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(2)
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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). x
Yes ¨ No
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(3)
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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
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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.
The Company completed its
initial public offering (“IPO”) in May 2021 and the financial statements included in the Company’s prospectus relating
to the IPO did not include financial statements for the quarter ended September 30, 2020, and no such quarterly financial statements
have been prepared or filed with the SEC or otherwise publicly disclosed. As such, the Company is unable to explain any anticipated change
from the corresponding period for the last fiscal year. Nevertheless, the Company anticipates a significant change in the results of
operations from the quarter ended June 30, 2021 as described below. The description below includes preliminary estimates based on the
best information available to management as of the date of this Form 12b-25.
Revenues, net
For the three-month period
ended September 30, 2021, the Company expects to report net revenues of $112, compared to net revenues of $936 for the three-month period
ended June 30, 2021.
Cost of Sales
For the three-month period
ended September 30, 2021, the Company expects to report cost of goods sold expense which is significantly higher than the cost of goods
sold of $161,377 reported for the three-month period ended June 30, 2021. The increase is primarily due to the cost of tablet deployment
and installation and data charges resulting from use of those tablets in the field. The Company is unable to provide an accurate estimate
of Cost of Sales at this time, pending discussion and analysis of the increased costs which is expected to result in adjustments.
Operating Expenses
For the three-month period
ended September 30, 2021, the Company expects to report operating expenses that are higher than the operating expenses of $4,484,721
reported for the three-month period ended June 30, 2021. The increase is primarily due to substantially higher labor costs due to continued
post-IPO growth in staffing.
Other Expense
During the three-month period
ended September 30, 2021, the Company was party to material transactions which are expected to result in significant one-time expenses
which may affect reported Cost of Sales, Operating Expenses, or Other Expense. The Company is unable to provide an accurate estimate
of these expenses at this time, pending further discussion and analysis.
Net Loss
For the three-month period
ended September 30, 2021, the Company expects to report a net loss which is significantly higher than the net loss of $4,692,471 reported
for the three-month period ended June 30, 2021. The increase is primarily due to the increases in expenses discussed above. The Company
is unable to provide an accurate estimate of its net loss at this time, pending further discussion and analysis.
Liquidity and Capital Resources
The Company expects to
report Cash and cash equivalents at September 30, 2021 of $10,066,498, up $10,058,163 from $8,335 at December 31, 2020 but down
$9,627,155 from $19,693,653 at June 30, 2021. The increase during the nine-month period ended September 30, 2021 was due to proceeds
from the IPO, net of uses which included pay off of all outstanding pre-IPO debt and costs to acquire staff, purchase tablets and
kiosk devises, make marketing investments, effect a stock buyback, purchase a condominium in Miami Beach, FL, and fund general
operating and other costs. The decrease during the three-month period ended June 30, 2021 was due to costs to acquire staff,
purchase tablets and kiosk devises, make marketing investments, effect a stock buyback, purchase a condominium in Miami Beach, FL,
and fund general operating and other costs.
Forward-Looking Statements
This Form 12b-25 may include
“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 Quarterly Report and the
items expected to be reported therein, other than statements of historical fact included in this Form 12b-25 are forward-looking statements.
When used in this Form 12b-25, 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.
Alfi, Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on
its behalf by the undersigned thereunto duly authorized.
Date November 15, 2021
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By:
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/s/ Peter Bordes
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Peter Bordes
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Interim Chief Executive Officer
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