Notification That Quarterly Report Will Be Submitted Late (nt 10-q)
May 17 2021 - 4:33PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
Commission File Number: 001-40167
NOTIFICATION OF LATE FILING
¨ Form 10-K
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¨ Form 20-F
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¨ Form 11-K
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x Form 10-Q
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¨ Form 10-D
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¨ Form N-CEN
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¨ Form N-CSR
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For Period Ended: March 31, 2021
¨ Transition
Report on Form 10-K
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¨ Transition
Report on Form 10-Q
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¨ Transition Report on Form 20-F
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¨ Transition Report on Form
11-K
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For the Transition Period Ended: _______________________________________
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
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Tribe Capital Growth Corp I
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Former name if applicable
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Address of principal executive office
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2700 19th Street
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City, state and zip code
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San Francisco, CA 94110
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PART II
RULE 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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x
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(b)
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The subject annual report, semi-annual report,
transition report on Form 10-K, 20-F, 11-K or Form N-CEN or Form N-CSR, or portion thereof will be filed on or before the 15th 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 the reasons why Form 10-K, 11-K, 20-F, 10-Q, N-CEN, N-CSR, or the transition report portion thereof, could not be filed within
the prescribed time period.
Tribe Capital Growth Corp I (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
Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the Securities and Exchange Commission
together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition
companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose
Acquisition Companies” (the “SEC Statement”). As a result of the SEC Statement, the Company’s management
reevaluated the accounting treatment of our outstanding warrants issued in connection with our initial public offering on March 9,
2021, including the 5,013,333 private placement warrants issued to Tribe Arrow Holdings I LLC, our sponsor, and Cantor, the underwriter of our IPO, and the 6,900,000
warrants issued as part of the units sold in our initial public offering, each with an exercise price of $11.50 (the
“Warrants”), in accordance with Accounting Standards Codification 815-40, Derivatives and Hedging: Contracts in an
Entities Own Equity (“ASC 815-40”). ASC 815-40 states that entities must consider whether to classify contracts that may
be settled in its own stock, such as warrants, as equity of the entity or as an asset or liability. The Company previously accounted
for the Warrants as components of equity.
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 ASC 815-40, 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 thereof.
This report may include “forward-looking
statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. All statements other than statements of historical fact included in this report are forward-looking statements.
When used in this report, words such as “anticipate,” “believe,” “estimate,” “expect,”
“intend” and similar expressions, as they relate to the Company or its management team, identify forward-looking statements.
Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available
to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as
a result of certain factors detailed in the Company’s filings with the SEC. All subsequent written or oral forward-looking statements
attributable to the Company or persons acting on its behalf are qualified in their entirety by this paragraph. Forward-looking statements
are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors
section of the Company’s registration statement and prospectus relating to the Company’s initial public offering filed with
the SEC. Copies of such filings are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update
these statements for revisions or changes after the date of this report, except as required by law.
PART
IV
OTHER
INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Omar Chohan
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617
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567-9955
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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 the answer is no, identify report(s).
x 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?
¨
Yes x 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.
Tribe Capital Growth Corp I
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its
behalf by the undersigned hereunto duly authorized.
Dated: May 17, 2021
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/s/ Omar Chohan
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By:
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Omar Chohan
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Title:
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Chief Financial Officer
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