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SEC File Number |
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001-40054 |
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CUSIP Number |
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12047B 105 |
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
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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,
2022 |
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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. |
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
Bumble Inc.
Full Name of Registrant:
Not applicable.
Former Name if Applicable:
1105 West 41st Street
Address of Principal Executive Office (Street and
Number):
Austin, Texas 78756
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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(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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☒ |
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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. |
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.
Bumble Inc. (the “Company”) is unable to file its Quarterly Report
on Form 10-Q for the
quarter ended September 30, 2022 (the “10-Q”) within the prescribed time
period without unreasonable effort or expense because the Company
has been unable to timely finalize certain prior period
adjustments, including with respect to the recognition and
presentation of debt issuance costs and refunds from third-party
aggregators, which impacted the Company’s 2020 annual financial
statements, 2021 quarterly and annual financial statements and
quarterly financial statements for the three months ended
June 30, 2022 and March 31, 2022. As the Company
previously disclosed in a press release dated November 9,
2022, a copy of which was included as Exhibit 99.1 to the Company’s
Current Report on Form 8-K
dated November 9, 2022, these revisions were not material to
such prior periods and do not affect the ongoing operations of the
Company or adjusted EBITDA.
The Company plans to file the 10-Q no later than the fifth calendar
day following the prescribed due date.
Cautionary Note on Forward-Looking Statements
This filing contains “forward-looking statements” within the
meaning of the Private Securities Litigation Reform Act of 1995.
These forward-looking statements include, without limitation,
statements reflecting our current views with respect to, among
other things, our operations, our financial performance, our
industry, and on our business and other non-historical statements. In some
cases, you can identify these forward-looking statements by the use
of words such as “outlook,” “believe(s),” “expect(s),” “potential,”
“continue(s),” “may,” “will,” “should,” “could,” “would,”
“seek(s),” “predict(s),” “intend(s),” “trends,” “plan(s),”
“estimate(s),” “anticipates,” “projection,” “will likely result”
and or the negative version of these words or other comparable
words of a future or forward-looking nature. Such forward-looking
statements are subject to various risks and uncertainties.
Accordingly, there are or will be important factors that could
cause actual outcomes or results to differ materially from those
indicated in these statements. For additional information on these
and other factors that could cause the Company’s actual results to
differ materially from expected results, please see our Annual
Report on Form 10-K for the
year ended December 31, 2021, which was filed with the
Securities and Exchange Commission (the “SEC”) on March 16,
2022, as such factors may be updated from time to time in our
subsequent filings with the SEC, which are accessible on the SEC’s
website at www.sec.gov. The forward-looking statements included
here are made only as of the date of this report, and we undertake
no obligation to publicly update or review any forward-looking
statement, whether as a result of new information, future
developments or otherwise, except as required by law.
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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Anuradha B.
Subramanian |
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(512) |
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696-1409 |
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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. |
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Bumble Inc.
(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, 2022 |
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By: |
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/s/ Anuradha B. Subramanian
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Name: Anuradha B. Subramanian |
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Title: Chief Financial Officer |