Notification That Quarterly Report Will Be Submitted Late (nt 10-q)
May 18 2021 - 6:03AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number: 001-39821
(Check one):
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☐Form 10-K
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☐Form 20-F
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☐ Form 11-K
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☒ Form 10-Q
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☐ Form 10-D
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☐ Form N-SAR
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☐ Form N-CSR
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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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☐ Transition Report on Form N-SAR
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For the Transition Period Ended: _________________
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PART I — REGISTRANT INFORMATION
ACKRELL SPAC PARTNERS I CO.
(Full Name of Registrant)
___________________
(Former Name if Applicable)
2093 Philadelphia Pike #1968
Address of Principal Executive Office
Claymont, DE 19703
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 reason 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
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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 Forms 10-K,
20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
(Attach extra Sheets if Needed)
On April 12, 2021, the Securities and Exchange
Commission (the “SEC”) released a public statement (the “Public Statement”) informing market participants that
warrants issued by special purpose acquisition companies (“SPACs”) may require classification as a liability of the entity
measured at fair value, with changes in fair value each period reported in earnings. Ackrell SPAC Partners I Co. (the “Company”)
has previously classified its private placement warrants and public warrants (collectively, the “warrants”) as equity. For
a full description of the Company’s warrants, please refer to Exhibit 4.1 in the Company’s Current Report on Form 8-K filed
on December 28, 2020.
The SEC’s Public Statement discussed “certain
features of warrants issued in SPAC transactions” that “may be common across many entities.” The Public Statement indicated
that when one or more of such features is included in a warrant, the warrant “should be classified as a liability measured at fair
value, with changes in fair value each period reported in earnings.” Following consideration of the guidance in the Public Statement,
while the terms of the warrants as set forth in Exhibit 4.1 to the Company’s Current Report on Form 8-K dated December 28, 2020
have not changed, the Company concluded the private placement warrants do not meet the conditions to be classified in equity and, instead,
the private placement warrants meet the definition of a derivative under ASC 815-40-15, under which the Company should record the private
placement warrants as liabilities on the Company’s balance sheet. The Company is reviewing this approach with its independent registered
public accounting firm, UHY LLP.
As a result of the considerable time and
resources required to complete the evaluation of the warrants, compile, disseminate, review and finalize the information required to
be presented in the Form 10-Q for the quarterly period ended March 31, 2021 (the “Form 10-Q”) in light of the SEC Public
Statement, the Company is unable to file the Form 10-Q by the prescribed due date, without unreasonable effort or expense. The
Company needs additional time to complete the Form 10-Q and its auditors need additional time to review the Company’s
financial statements for the quarterly period ended March 31, 2021 in light of the SEC Public Statement and the proper accounting
treatment for the Company’s outstanding private placement warrants.
PART IV — OTHER INFORMATION
(1)
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Name and telephone number of person to contact in regard to this notification
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Long Long
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(401)
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594-1396
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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).
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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?
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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.
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Disclosures About Forward-Looking Statements
This Current Report on Form 12b-25 contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995 and such statements are intended to be covered by the safe
harbor provided by the same. These statements are based on the current beliefs and expectations of the Company’s management and
are subject to significant risks and uncertainties. The above statements regarding the accounting treatment of the warrants and the effect
of the revision of accounting treatment on any subsequent periodic SEC filings, constitute forward-looking statements that are based on
the Company’s current expectations. Because these forward-looking statements involve risks and uncertainties, there are important
factors that could cause future events to differ materially from those in the forward-looking statements, many of which are outside of
the Company’s control. These factors include, but are not limited to, a variety of risk factors affecting the Company’s business
and prospects, see “Risk Factors” in the Company’s annual, quarterly reports and subsequent reports filed with the SEC,
as amended from time to time. The Company does not undertake to update the forward-looking statements to reflect the impact of circumstances
or events that may arise after the date of the forward-looking statements.
ACKRELL SPAC PARTNERS I CO.
(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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By: /s/ Long Long
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Long Long
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Chief Financial Officer
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