Item 3.01. Notice of Delisting or Failure to Satisfy a
Continued Listing Rule or Standard; Transfer of Listing.
On April 12, 2021, the Acting Director of the Division of
Corporation Finance and Acting Chief Accountant of the Securities
Exchange Commission (the “SEC”) together 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”). Specifically, the SEC Statement focused on certain
settlement terms and provisions related to certain tender offers
following a business combination, which terms are similar to those
contained in the warrant agreement governing the Gores Technology
Partners, Inc.’s (the “Company”) warrants.
As previously disclosed in the Form 12b-25 filed on May 18, 2021 by
the Company with the SEC, as a result of the SEC Statement, the
Company reevaluated the accounting treatment of (i) the
redeemable warrants that were included in the units issued by the
Company in its initial public offering and (ii) the redeemable
warrants that were issued in a private placement (collectively, the
“Warrants”). Management of the Company concluded that the Warrants
should be reclassified as derivative liabilities. The Company is
reviewing the impacts of the SEC Statement on the Company’s
unaudited financial statements for the quarterly period ended
March 31, 2021. As a result of the foregoing, as well as the
time and dedication of resources needed to prepare its Quarterly
Report on Form 10-Q for the fiscal
quarter ended March 31, 2021 (the “Form 10-Q”), the Company was unable to file
the Form 10-Q by the
required due date of May 17, 2021.
In connection with the foregoing, on May 21, 2021, the Company
received a notice (the “Notice”) from the Listing Qualifications
Department of The Nasdaq Stock Market LLC (“Nasdaq”) stating that
the Company is not in compliance with Nasdaq Listing Rule
5250(c)(1) (the “Rule”) because it had not timely filed the Form
10-Q with the SEC. The Rule
requires listed companies to timely file all required periodic
financial reports with the SEC.
Under Nasdaq rules, the Company has 60 calendar days, or until
July 20, 2021, to submit a plan to regain compliance with the
Rule. If Nasdaq accepts the Company’s plan, then Nasdaq may grant
an exception of up to 180 calendar days from the due date of the
Form 10-Q, or until
November 15, 2021, to regain compliance. The Company is
working diligently to complete and file the Form 10-Q as soon as reasonably practicable
with the intention of regaining compliance.
The Notice has no immediate effect on the listing or trading of the
Company’s securities. However, if the Company fails to timely
regain compliance with the Rule, the Company’s securities will be
subject to delisting from the Nasdaq Capital Market.
Item 8.01 Other Events.
On May 27, 2021, the Company issued a press release announcing
its receipt of the Notice. A copy of the press release is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
Cautionary Statements Regarding Forward-Looking
This Current Report on Form 8-K includes “forward-looking
statements” within the meaning of the safe harbor provisions of the
United States Private Securities Litigation Reform Act of 1995.
Certain of these forward-looking statements can be identified by
the use of words such as “believes,” “expects,” “intends,” “plans,”
“estimates,” “assumes,” “may,” “should,” “will,” “seeks,” or other
similar expressions. These forward-looking statements include,
without limitation, the Company’s expectations regarding the timing
of the filing of the Form 10-Q. These forward-looking statements
involve significant risks and uncertainties that could cause the
actual results to differ materially from the expected results,
including those under “Risk Factors” in the Final Prospectus on
Form 424B4, dated March 11, 2021, and filed with the SEC on
March 15, 2021, and in subsequent reports filed with the SEC.
Most of these factors are outside the Company’s control and are
difficult to predict. The Company cautions readers not to place
undue reliance upon any forward-looking statements, which speak
only as of the date made. The Company does not undertake or accept
any obligation or undertaking to release publicly any updates or
revisions to any forward-looking statements to reflect any change
in its expectations or any change in events, conditions or
circumstances on which any such statement is based.
Item 9.01 Financial Statements and Exhibits.