Current Report Filing (8-k)
June 03 2021 - 6:04AM
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 3, 2021
NOBLE ROCK ACQUISITION CORPORATION
(Exact name of registrant as specified in its charter)
Cayman Islands
|
|
001- 39970
|
|
98-1566600
|
(State or other jurisdiction
|
|
(Commission
|
|
(I.R.S. Employer
|
of incorporation)
|
|
File Number)
|
|
Identification No.)
|
|
|
|
4001 Kennett Pike, Suite 302
|
|
|
Wilmington, DE
|
|
19807
|
(Address of principal executive offices)
|
|
(Zip Code)
|
(302) 338-9130
(Registrant’s telephone number, including
area code)
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:
☐
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
☐
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
☐
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
☐
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Securities registered pursuant to Section 12(b) of the Securities
Exchange Act of 1934:
Title of each class
|
|
Trading
Symbol(s)
|
|
Name of each exchange
on which registered
|
Units, each one consisting of one Class A ordinary share and one-third of one redeemable warrant
|
|
NRACU
|
|
The Nasdaq Stock Market LLC
|
Class A ordinary shares, par value $0.0001 per share
|
|
NRAC
|
|
The Nasdaq Stock Market LLC
|
Redeemable warrants, each whole warrant exercisable for one Class A share at an exercise price of $11.50
|
|
NRACW
|
|
The Nasdaq Stock Market LLC
|
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 ☒
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.
On April 12, 2021, the Acting Director of the Division of Corporation
Finance and Acting Chief Accountant of the U.S. Securities and Exchange Commission (the “SEC”)
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 (‘SPACs’)” (the “SEC Staff Statement”). As previously disclosed in the Company’s Notification
of Late Filing on Form 12b-25, filed with the SEC on May 18, 2021, given the scope of the process for determining the appropriate accounting
treatment of its outstanding warrants in accordance with the SEC Staff Statement and Accounting Standards Codification (“ASC”)
815-40, Derivatives and Hedging: Contracts in an Entities Own Equity, the Company was unable to complete and file its Quarterly Report
on Form 10-Q for the fiscal quarter ended March 31, 2021 (the “Form 10-Q”) by the required due date without unreasonable effort
and expense.
On May 28, 2021, the Company received a notice (the “Notice”)
from the Listing Qualifications Department of The Nasdaq Stock Market LLC (the “Exchange”) indicating that, as a result of
not having timely filed the Form 10-Q with the SEC, the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Listing
Rule”). The Listing Rule requires listed companies to timely file all required periodic reports with the SEC.
The Notice stated that the Company has sixty 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,
it has the discretion to grant the Company an extension of up to 180 calendar days from the due date of the Form 10-Q (or until November
22, 2021) to regain compliance. This notification has no immediate effect on the listing of the Company’s shares on Nasdaq.
The Company filed its Form 10-Q on June 3, 2021, which cures the
deficiency described in the Notice.
Cautionary Statement Regarding Forward-Looking Statements
This report includes “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, including relating to the filing of the 10-Q, 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 prospectus relating to the IPO 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
release, except as required by law.
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.
|
NOBLE ROCK ACQUISITION CORPORATION
|
|
|
Date: June 3, 2021
|
By:
|
/s/ Whitney A. Bower
|
|
|
Name: Whitney A. Bower
|
|
|
Title: Chief Executive Officer
|
Northern Rivival Acquisi... (NASDAQ:NRAC)
Historical Stock Chart
From Sep 2024 to Oct 2024
Northern Rivival Acquisi... (NASDAQ:NRAC)
Historical Stock Chart
From Oct 2023 to Oct 2024