NOTIFICATION
OF LATE FILING
Commission
File Number 001-40389
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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-CEN ☐ Form N-CSR
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For
Period Ended: September 30, 2021
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☐
Transition Report on Form 10-K
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☐
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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For
the Transition Period Ended:
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Nothing
in this form shall be construed to imply that the Commission has verified any information contained herein.
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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
B.
RILEY PRINCIPAL 250 MERGER CORP.
Full
Name of Registrant
N/A
Former
Name, if Applicable
299
Park Avenue, 21st Floor
Address
of Principal Executive Office (Street and Number)
New
York, New York 10171
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)
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☒
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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-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
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 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.
B.
Riley Principal 250 Merger Corp. (the “Registrant”) 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 September 30, 2021 (the “Q3 2021 Form 10-Q”) by the
prescribed due date for the reasons described below.
The Registrant is currently reviewing its prior determination to classify
a portion of its shares of Class A common stock in permanent equity. The Registrant's management is in the process of concluding whether
all of the Registrant's shares of Class A common stock should be classified as temporary equity and the impact (if any) on internal controls
over financial reporting.
The Registrant is working diligently to complete the review of the financial
statements for the three months ended September 30, 2021 as soon as possible; however, given the scope of the process for determining
the appropriate treatment of the redeemable equity, the Registrant is unable to complete and file the Q3 2021 Form 10-Q by the required
due date of November 15, 2021 without unreasonable effort and expense. The Registrant expects to file such report by November 22, 2021.
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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Daniel
Shribman
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(212)
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457-3300
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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 the 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.
Forward-Looking
Statements
Certain
statements made herein are “forward-looking statements” within the meaning of the “safe harbor” provisions of
the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words and phrases such
as “will”, “may”, “should”, “future”, “promptly”, “expect”, “estimate”,
“anticipate,” “intends”, “plans”, “subject to”, and “change” and other similar
expressions that predict or indicate future events or trends or that are not statements of historical fact. Such statements may include,
but are not limited to, statements regarding the Company’s intent to restate certain historical financial statements and the timing
of the restatement and the Company’s statements regarding its anticipated results of operations for the quarterly period ended
September 30, 2021. These statements are based on current expectations on the date hereof and involve a number of risks and uncertainties
that may cause actual results to differ significantly. These forward-looking statements are not guarantees of future performance, conditions
or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, including without
limitation the completion of the Company’s quarterly review procedures, many of which are outside the Company’s control,
that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. The Company
does not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments or
otherwise.
B.
Riley Principal 250 Merger Corp.
(Name
of Registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
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Date:
November 15, 2021
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By:
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/s/
Daniel Shribman
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Name:
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Daniel Shribman
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Title:
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Chief
Executive Officer and
Chief Financial Officer
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