UNITED STATES

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549

 

FORM 12b-25

 

NOTIFICATION OF LATE FILING

 

(Check One):   ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ 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

 

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

 

Group Nine Acquisition Corp.

 

Full name of Registrant

 

N/A

 

Former name if Applicable

 

568 Broadway, Floor 10

 

Address of Principal Executive Office (Street and number)

 

New York, New York 10012

 

City, State and Zip Code

 

PART II-RULE 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 reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
x (b) 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
(c) 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 Form 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.

 

Group Nine Acquisition Corp. (the “Company”) is not filing by the prescribed due date its Form 10-Q for the three months ended March 31, 2021 (the “Form 10-Q”). The Company is unable, without unreasonable effort or expense, to file its Form 10-Q by the prescribed filing date due to a delay experienced by the Company in completing its financial statements and other disclosures in the Form 10-Q. This delay principally relates to the Company’s conclusion that its outstanding warrants do not meet the criteria under ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity to be classified in stockholders’ equity and the subsequent preparation of the Company’s financial statements with such warrants classified on the Company’s balance sheet as fair value liabilities. The Company anticipates that it will file the Form 10-Q no later than the fifth calendar day following the prescribed filing date.

 

PART IV - OTHER INFORMATION

 

(1) Name and telephone number of person to contact in regard to this notification.

 

Sean Macnew   646   786-1980
(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 the answer is no, identify report(s). x 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 x 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.

 

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Group Nine Acquisition Corp.

 

(Name of Registrant as Specified in Charter)

 

has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.

 

Date: May 17, 2021 By: /s/ Sean Macnew
    Sean Macnew
    Chief Executive Officer

 

 

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