Notification That Quarterly Report Will Be Submitted Late (nt 10-q)
May 18 2021 - 6:18AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
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001-39644
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SEC FILE NUMBER
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762594109
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CUSIP NUMBER
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(Check One):
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Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR
For Period Ended: March 31, 2021
☐
Transition Report on Form 10-K
☐
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
For
the Transition Period Ended: N/A
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: N/A
PART I - REGISTRANT INFORMATION
Rice Acquisition Corp.
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Full Name of Registrant
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N/A
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Former Name if Applicable
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102 East Main Street, Second Story
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Address of Principal Executive Office (Street and Number)
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Carnegie, Pennsylvania 15106
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City, State and Zip Code
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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 reasons 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-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 the reasons 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.
Rice Acquisition
Corp. (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 “Quarterly Report”)
by the prescribed due date for the reasons described below.
On April 12, 2021, the staff of the U.S.
Securities and Exchange Commission (the “SEC”) issued the “Staff Statement on Accounting and
Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (‘SPACs’)” (the
“SEC Statement”). In the SEC Statement, the SEC staff expressed its view that certain terms and conditions
common to warrants issued by special purpose acquisition companies ("SPACs") may require the warrants to be
classified as liabilities on the SPAC’s balance sheet as opposed to equity.
Since issuance in October 2020, the outstanding
warrants (“Warrants”) to purchase the Company’s Class A common stock were accounted for as equity within
the Company’s balance sheet. In light of the SEC Statement, after discussion and evaluation, including with the Company’s
independent auditors, the Company has concluded that the Warrants should be presented as liabilities with subsequent fair value remeasurement.
On May 13, 2021, the Company filed restated audited
financial statements as of and for the period from September 1, 2020 (inception) through December 31, 2020 in Amendment No. 1 to its Annual
Report on Form 10-K/A (the “Restatement”). As a result of the considerable time and dedication of resources
required to complete the Restatement, the Company is unable to file the Quarterly Report by the prescribed due date of May 17, 2021 without
unreasonable effort or expense. The Company does, however, expect to file the Quarterly Report by May 24, 2021 (as the fifth calendar
day after such prescribed due date is a Saturday).
PART IV — OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
James Wilmot Rogers
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(713)
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446-6259
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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).
☒
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 ☒ No
* Note: The
Company was formed in September 2020; as such, there is no corresponding period for the last fiscal year.
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.
Rice
Acquisition Corp.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date:
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May 18, 2021
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By:
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/s/ James Wilmot Rogers
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Name:
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James Wilmot Rogers
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Title:
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Chief Accounting Officer and Secretary
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