Current Report Filing (8-k)
05 June 2021 - 7:01AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June
4, 2021 (May 28, 2021)
Better World Acquisition Corp.
(Exact name of registrant as specified in its charter)
Delaware
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001-39698
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85-2448447
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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733 Third Avenue
New York, New York 10017
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (212) 450-9700
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b)
of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Units, each consisting of one share of Common Stock and one Redeemable Warrant
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BWACU
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The Nasdaq Stock Market LLC
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Common Stock, par value $0.0001 per share
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BWAC
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The Nasdaq Stock Market LLC
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Warrants, each exercisable for one share of Common Stock for $11.50 per share
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BWACW
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The Nasdaq Stock Market LLC
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Indicate by check mark whether
the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company þ
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.01. Notice of Delisting or Failure to Satisfy
a Continued Listing Rule or Standard; Transfer of Listing.
As previously disclosed in the Current Report on
Form 8-K filed on April 15, 2021 by Better World Acquisition Corp. (the “Company”), on April 12, 2021, the staff (the
“Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “SEC”)
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 Company is continuing to evaluate its financial statements for the quarter
ended March 31, 2021 to determine whether its public and private warrants may be required to be accounted for as liabilities, rather than
equity, in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 (the “Form 10-Q”). The Company is
working diligently to finalize the financial statements and to file the Form 10-Q as soon as practicable.
On May 28, 2021, the Company received a notice
(the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”)
stating that the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Rule”) because it has not timely
filed the Form 10-Q with the SEC. The Rule requires listed companies to timely file all required
periodic financial reports with the SEC.
Under Nasdaq
rules, the Company has 60 calendar days from the date of the Notice, or until July 26, 2021, to submit a plan to regain compliance with
the Rule. If Nasdaq accepts the Company's plan, then Nasdaq may grant an exception of up to 180 calendar days from the due date of the
Form 10-Q, or until November 22, 2021, to regain compliance. However, there can be no assurance that Nasdaq will accept the Company's
plan to regain compliance or that the Company will be able to regain compliance within any extension period granted by Nasdaq. If
Nasdaq does not accept the Company’s plan, then the Company will have the opportunity
to appeal that decision to a Nasdaq hearings panel.
The Notice has no immediate effect on the listing
or trading of the Company’s securities. However, if the Company fails to timely regain compliance
with the Rule, the Company’s securities will be subject to delisting from the Nasdaq Capital Market.
Item 8.01. Other Events.
On June 4, 2021, the Company issued a press release
announcing its receipt of the Notice. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Better World Acquisition Corp.
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By:
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/s/ Peter S.H. Grubstein
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Name:
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Peter S.H. Grubstein
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Title:
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Chief Financial Officer
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Dated: June 4, 2021
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