Notification That Quarterly Report Will Be Submitted Late (nt 10-q)
18 May 2021 - 7:13AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
12b-25
NOTIFICATION
OF LATE FILING
(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: March 31, 2021
☐ Transition
Report on Form 10-K
☐ Transition
Report on Form 20-F
☐ Transition
Report on Form 11-K
☐ Transition
Report on Form 10-K
☐ Transition
Report on Form N-SAR
For
the Transition Period Ended: _____________________________________
Read
Instructions (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.
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
Full name of Registrant:
|
Better World Acquisition Corp.
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Address of principal executive office:
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733 Third Avenue
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City State and ZIP Code:
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New York, NY 10017
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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)
|
(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, 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)
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The accountant's statement
or other exhibit required by Rule 12(b)-25(c) has been attached if applicable.
|
PART
III -- NARRATIVE
State
below in reasonable detail the reasons why the Form 10-K could not be filed within the prescribed time period.
Better
World Acquisition Corp. (the “Company”) has determined that it is unable to file, without unreasonable effort and expense,
its Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 (the “Form 10-Q”) by the prescribed due date.
On
April 12, 2021, the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission
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 (“SPAC”) such as the Company. The Staff Statement reflects the Staff’s view that in many
cases, warrants issued by SPACs should be characterized as liabilities for accounting purposes, rather than as equity securities, unless
certain conditions are met.
The
Company has not yet filed its Annual Report on Form 10-K for the year ended December 31, 2020 (the “Form 10-K”) as it is
evaluating the applicability and impact of the Staff Statement on its financial statements to be included in the Form 10-K, including
whether its public and private warrants may be required to be accounted for as liabilities, rather than equity. The Company’s financial
statements for the three months ended March 31, 2021 to be included in the Form 10-Q cannot be finalized until the assessment with respect
to the financial statements for the Form 10-K is completed, after which time the Company intends to file the Form 10-Q. The Company is
working diligently to file its Form 10-K and Form 10-Q as soon as practicable.
PART
IV --OTHER INFORMATION
(1)
Name and telephone number of person to contact in regard to this notification:
Peter
S.H. Grubstein
|
|
(212)
450-9700
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Name
|
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Telephone Number
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(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
The
Company has not filed the Form 10-K.
(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.
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Better
World Acquisition Corp.
|
|
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(Name
of Registrant as Specified in Charter)
|
|
has
caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 17,
2021
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/s/
Peter S.H. Grubstein
|
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Peter S.H. Grubstein
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Chief Financial Officer
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3
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