PART III NARRATIVE
State below in
reasonable detail 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.
Verra Mobility Corporation (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 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), which clarified guidance for all SPAC-related
companies regarding the accounting and reporting for their warrants. Following review of the SEC Statement, the Company reevaluated the accounting treatment of its private placement warrants (the Private Placement Warrants)
as equity, and concluded that, based on the SEC Statement, the Private Placement Warrants should be, and should previously have been, classified as a liability measured at fair value, with non-cash fair value
adjustments recorded in earnings at each reporting period.
The Company is currently determining the extent of the SEC Statements impact on its
financial statements, including the financial statements as of and for the fiscal quarter ended March 31, 2021 included in the Q1 2021 Form 10-Q (the Q1 2021 Financials), and
does not anticipate any impact on the Companys previously reported Adjusted EBITDA or total cash flows, or those included in the Q1 2021 Form 10-Q.
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 Private Placement Warrants in accordance with the SEC Statement, the Company is unable to complete and file the Q1 2021 Form 10-Q by the required
due date of May 10, 2021 without unreasonable effort and expense. The Company does, however, expect to file such report within five calendar days thereof.
PART IV OTHER INFORMATION
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(1)
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Name and telephone number of person to contact in regard to this notification.
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Patricia Chiodo
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480
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596-4652
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(Name)
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(Area Code)
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(Telephone Number)
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(2)
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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 ☐
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(3)
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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 ☒
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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.
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Disclosures About Forward-Looking
Statements
Certain statements included in this Current Report on Form 12b-25, which are not historical
facts, are forward-looking statements. Such forward-looking statements speak only as of the date of this Current Report. These forward-looking statements are based on managements current expectations, assumptions and beliefs regarding future
events and are based on currently available information as to the outcome and timing of future events, certain of which are beyond the Companys control, and actual results may differ materially depending on a variety of important factors.
These factors include, but are not limited to, a variety of risk factors affecting the Companys business and prospects disclosed in the Companys annual, quarterly reports and subsequent reports filed with the SEC, as amended from time to
time. Any or all of these occurrences could cause actual results to differ from those in the forward-looking statements, and 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.