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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☒
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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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(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 accountants 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 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.
Rocket Internet Growth Opportunities Corp. (the Company) was
unable, without unreasonable effort or expense, to file its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021 (the Quarterly Report) 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
entitled Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (SPACs) (the SEC Statement) informing market participants that certain warrants
issued by SPACs may require classification as a liability of the entity measured at fair value, with changes in fair value each period reported in earnings. Specifically, the SEC Statement focused on certain settlement terms and provisions in
warrant agreements related to certain tender offers following a business combination. The terms described in the SEC Statement are common in SPACs and are similar to those contained in the warrant agreement, dated as of March 22, 2021, between
the Company and Continental Stock Transfer & Trust Company, as warrant agent. The Company had previously accounted for its private placement warrants and public warrants (collectively, the warrants) as equity.
The Company is currently considering the impact of the SEC Statement on the Companys previously issued financial statements, as well as the
Companys financial statements as of and for the quarterly period ended March 31, 2021. As a result of the considerable time and dedication of resources required to evaluate the Companys accounting practice with respect to the
Companys warrants and the resulting impact on the Companys financial statements, the Company was unable, without unreasonable effort or expense, to file its Quarterly Report by the prescribed due date of May 17, 2021.
The Company expects to file its Quarterly Report on or before May 24, 2021, the expiration of the extension period prescribed by Rule 12b-25.
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