Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer
of Listing.
As previously disclosed on May 17, 2021 in the Current Report on Form 8-K filed by Trepont
Acquisition Corp I (the “Company”), on April 12, 2021 the Staff of the U.S. Securities and Exchange Commission (the “SEC”) released the “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by
Special Purpose Acquisition Companies (“SPACs”)” (the “Staff Statement”). The Staff Statement sets forth the conclusion of the SEC’s Office of the Chief Accountant that certain provisions included in the warrant
agreements entered into by many SPACs, such as the Company, require such warrants to be accounted for as liabilities measured at fair value, rather than as equity securities, with changes in fair value during each financial reporting period reported
in earnings. The Company has previously classified its private placement warrants and public warrants as equity.
As disclosed in the Current Report on
Form 8-K filed by the Company on May 17, 2021, the Company’s management and the Audit Committee of the Company’s board of directors (the “Audit Committee”) concluded that, in light of
the Staff Statement, it is appropriate to restate the Company’s previously issued audited financial statements as of December 31, 2020 and for the period from September 25, 2020 (inception) through December 31, 2020. The Company
intends to file an amendment to its Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (the “Amended Annual Report”), which will include the restated audited financial
statements of the Company as of December 31, 2020 and for the period from September 25, 2020 (inception) through December 31, 2020. Given the scope of the process for evaluating the impact of the Staff Statement on the Company’s
financial statements, the Company was unable to complete and file its Quarterly Report on Form 10-Q for the period ended March 31, 2021 (the “Quarterly Report”) by the required due date of
May 17, 2021. On May 17, 2021, the Company filed a Form 12b-25 Notification of Late Filing with the SEC related to the Quarterly Report. The Company is working diligently to prepare and file the Amended Annual Report and the Quarterly
Report as soon as reasonably practicable.
On May 25, 2021, the Company received a notice (the “Notice”) from the New York Stock Exchange
(“NYSE”) indicating that as a result of the Company’s failure to timely file its Quarterly Report, the Company no longer complies with the continued listing requirements set forth in Section 802.01E of the NYSE Listed Company
Manual.
The Notice advises that under the NYSE’s rules, the Company will have six months from the filing due date to file its Quarterly Report. The
Company can regain compliance with the NYSE listing standards during this six-month period when the Company files its Quarterly Report with the SEC. If the Company fails to file its Quarterly Report within
such six-month period, the NYSE may, in its sole discretion, allow the Company’s securities to trade for up to an additional six months depending on specific circumstances. The Company’s securities
will remain listed on the NYSE under the symbols “TACA.U”, “TACA” and “TACA.WS” but will have an “LF” indicator to signify late filing status. This indicator will be assigned to the Company’s securities
until the Quarterly Report is filed.
The Notice has no immediate impact on the listing of the Company’s securities, which will continue to trade on
the NYSE, subject to the Company’s compliance with other applicable continued listing requirements.
