Notification That Quarterly Report Will Be Submitted Late (nt 10-q)
18 May 2021 - 8:04PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number 001- 39490
(Check
One): ☐ Form 10-K ☐ Form 20-F ☐ Form
11-K ☒ Form 10-Q ☐ Form 10-D
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Form N-CEN ☐ Form
N-CSR
For Period Ended: March 31, 2021
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Transition Report on Form 10-K
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Transition Report on Form 20-F
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Transition Report on Form 11-K
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Transition Report on Form 10-Q
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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.
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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: N/A
PART I – REGISTRANT INFORMATION
Industrial Tech Acquisitions, Inc.
Full Name of Registrant
N/A
Former Name if Applicable
5090 Richmond Blvd., Suite 319
Address of Principal Executive Office (Street and number)
Houston, TX 77056
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)
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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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(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-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 12(b)-25(c) has been attached if applicable.
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PART III – NARRATIVE
State below in reasonable detail the reasons
why Forms 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)
Industrial Tech Acquisitions, Inc. (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 March 31, 2021 (the “Q1 2021 Form 10-Q”) by the prescribed due date for the reasons described below.
On April 12, 2021, the Staff of the Securities
and Exchange Commission (the “SEC”) issued a statement regarding the accounting and reporting considerations
for warrants issued by special purpose acquisition companies (SPACs) entitled “Staff Statement on Accounting and Reporting Considerations
for Warrants Issued by Special Purpose Acquisition Companies” (the “SEC Statement”). Following review
of the SEC Statement, the Company reevaluated the accounting treatment of its public and private placement warrants as equity, and concluded
that, based on the SEC Statement, the Company’s public and private placement warrants should be classified as liabilities measured
at fair value, with non-cash fair value adjustments recorded in earnings at each reporting period.
The Company is working diligently to complete
the Q1 2021 Form 10-Q as soon as possible. However, given the scope of the process for determining the appropriate treatment of the warrants
in accordance with the SEC Statement and applicable accounting standards, the Company is unable to complete and file the Q1 2021 Form
10-Q by the required due date of May 17, 2021 without unreasonable effort and expense. The Company does, however, expect to file such
report within five calendar days of such date.
PART IV – OTHER INFORMATION
(1) Name and telephone number of person to contact
in regard to this notification:
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E. Scott Crist
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(713)
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599-1300
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(Name)
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(Area Code)
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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).
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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?
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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.
We are required by Part IV, Item (3) of Form 12b-25
to provide as part of this filing an explanation regarding whether the results of operations we expect to report for the period ended
March 31, 2021 will reflect significant changes from our results of operations for the corresponding period for the last fiscal year.
We were incorporated in June 2020 and did not have operating results for the period ended March 31, 2020. Because we have not completed
our financial statements due to the reasons provided above, we are unable to provide a reasonable estimate of our results of operations
for the period ended March 31, 2021. Accordingly, we cannot at this time estimate what significant changes will be reflected in our results
of operations for the period ended March 31, 2021.
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Industrial Tech Acquisitions, Inc.
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(Name of Registrant as Specified in Charter)
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has caused this notification to be signed on its
behalf by the undersigned hereunto duly authorized.
Date: May 17, 2021
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By:
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/s/ E. Scott Crist
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Name: E. Scott Crist
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Title: Chief Executive Officer
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