Notification That Quarterly Report Will Be Submitted Late (nt 10-q)
May 17 2021 - 4:28PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
12b-25
NOTIFICATION
OF LATE FILING
(Check
one):
|
☐
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
|
|
☐
Transition Report on Form 11-K
|
|
☐
Transition Report on Form 10-Q
|
|
☐
Transition Report on Form N-SAR
|
|
|
|
☐
For the Transition Period Ended:
|
Read
Instruction (on back page) Before Preparing Form. Please Print or Type.
|
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
KLUDEIN
I ACQUISITION CORP.
Full
Name of Registrant
N/A
Former
Name if Applicable
1096
Keeler Avenue
Address
of Principal Executive Office (Street and Number)
Berkeley,
CA 94708
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)
|
(a)
|
The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense
|
|
|
|
☒
|
(b)
|
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
|
|
|
|
|
(c)
|
The
accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
|
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.
KludeIn
I 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 “Q1 2021 Form 10-Q”)
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 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 (i)
the 8,625,000 redeemable warrants that were included in the units issued by the Company in its initial public offering (the
“Public Warrants”) and (ii) the 5,200,000 redeemable warrants that were issued in a private placement
(the “Private Warrants”, collectively with the Public Warrants, the “Warrants”) in
accordance with Accounting Standards Codification (“ASC”) 815-40, Derivatives and Hedging: Contracts in an
Entities Own Equity. ASC 815-40 states 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.
After
consideration of the guidance in the SEC Statement, the Company concluded that the Warrants should be accounted for as a liability and
measured at fair value with changes in fair value each period reported in the Company’s statement of operations. The Company is
in the process of completing its final analysis of this change; however, the impact is not expected to be material to the Company’s
previously filed financial statements. The Company expects to reflect this revision as a correction of an immaterial error in the Company’s
financial statements as of and for the three month period ended March 31, 2021.
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 expects
to file such report within five calendar days thereof.
PART
IV — OTHER INFORMATION
(1)
|
Name
and telephone number of person to contact in regard to this notification
|
Narayan
Ramachandran
|
|
650
|
|
246-9907
|
(Name)
|
|
(Area
Code)
|
|
(Telephone
Number)
|
(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 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 ☒
|
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.
Disclosures
About Forward-Looking Statements
This
Notification of Late Filing 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 correction of the immaterial errors in the Company’s unissued financial statements related to the
accounting treatment of the Warrants, as well as the effect of the revision 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.
KludeIn
I 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:
|
May
17, 2021
|
|
By:
|
/s/
Narayan Ramachandran
|
|
|
|
Name:
|
Narayan
Ramachandran
|
|
|
|
Title:
|
Chairman
of the Board of Directors and
Chief Executive Officer
|
INSTRUCTION:
The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of
the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by
an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of
the registrant shall be filed with the form.
ATTENTION
|
Intentional
misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).
|
4
Kludeln I Acquisition (NASDAQ:INKA)
Historical Stock Chart
From May 2024 to Jun 2024
Kludeln I Acquisition (NASDAQ:INKA)
Historical Stock Chart
From Jun 2023 to Jun 2024