JOFF Fintech Acquisition Corp. Announces Receipt of Notice from Nasdaq Regarding Late Filing of Quarterly Report on Form 10-Q...
June 01 2021 - 4:15PM
JOFF Fintech Acquisition Corp. (NASDAQ: JOFFU) (the “Company”)
today announced that it has received, on May 26, 2021, a notice
(“Notice”) from the Listing Qualifications Department of The Nasdaq
Stock Market (“Nasdaq”) as a result of its failure to file its
Quarterly Report on Form 10-Q for the quarter ended March 31, 2021
(the "Form 10-Q") in a timely fashion. The Notice advised the
Company that it was not in compliance with Nasdaq’s continued
listing requirements under the timely filing criteria established
in Nasdaq Listing Rule 5250(c)(1).
As reported by the Company in its Form 12b-25 filed with the
Securities and Exchange Commission (the "SEC") on May 17, 2021, the
Company was unable to file its Form 10-Q within the prescribed time
period without unreasonable effort or expense. The extension period
provided under Rule 12b-25 expired on May 24, 2021. The Company was
unable to meet the filing deadline for its Form 10-Q due to the
Company’s conclusion that its outstanding warrants should be
accounted for as a liability and the scope and process for updating
the Company’s financial statements accordingly. It continues to
work diligently to complete the Form 10-Q as soon as possible.
Nasdaq has informed the Company that, under Nasdaq rules, the
Company will have 60 calendar days from the date of the Notice to
file its Form 10-Q with the SEC, or July 26, 2021. The Company can
regain compliance with Nasdaq listing standards during this
sixty-day period when the Company files its Form 10-Q with the SEC.
During the sixty-day period, Nasdaq will closely monitor the status
of the Company's late filing and related public disclosures. If the
Company fails to file its Form 10-Q within such sixty-day period,
Nasdaq may, in its sole discretion, allow the Company's units,
warrants and common stock to trade for up to 180 days from the Form
10-Q’s filing due date, or November 22, 2021) (an “Additional
Period”) depending on specific circumstances, as outlined in the
rule. If Nasdaq determines that an Additional Period is not
appropriate, suspension and delisting procedures will commence
pursuant to the Nasdaq Listing Rules. If Nasdaq determines that an
Additional Period is appropriate, and the Company fails to file its
Form 10-Q and any subsequent delayed filings by the end of that
period, suspension and delisting procedures will generally
commence. Regardless of the procedures described above, Nasdaq may
commence delisting proceedings at any time during the period that
is available to complete the filing, if circumstances warrant.
As noted above, the Company is working diligently to complete
its Form 10-Q. The Company intends to file it as soon as
practicable to regain compliance with Nasdaq continued listing
standards.
No assurance can be given that the Company will be able to
regain compliance with the aforementioned listing requirement or
maintain compliance with the other continued listing requirements
set forth in the Nasdaq Listing Rules. If the Company's units,
warrants and common stock are ultimately suspended from trading on,
or delisted from, Nasdaq for any reason, it could have adverse
consequences including, among others: lower demand and market price
for the Company's securities; adverse publicity; and a reduced
ability to consummate a business combination.
About JOFF Fintech Acquisition Corp.
JOFF Fintech Acquisition Corp. is a blank check company
organized for the purpose of effecting a merger, share exchange,
asset acquisition, share purchase, recapitalization,
reorganization, or other similar business combination with one or
more businesses or entities.
Forward-Looking Statements
This press release may include, and oral statements made from
time to time by representatives of the Company may include,
“forward-looking statements” within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Statements regarding
possible business combinations and the financing thereof, and
related matters, as well as all other statements other than
statements of historical fact included in this press release are
forward-looking statements. When used in this press release, words
such as “anticipate,” “believe,” “continue,” “could,” “estimate,”
“expect,” “intend,” “may,” “might,” “plan,” “possible,”
“potential,” “predict,” “project,” “should,” “would” and similar
expressions, as they relate to us or our management team, identify
forward-looking statements. Such forward-looking statements are
based on the beliefs of management, as well as assumptions made by,
and information currently available to, the Company’s management.
Actual results could differ materially from those contemplated by
the forward-looking statements as a result of certain factors
detailed in the Company’s filings with the Securities and Exchange
Commission (“SEC”). All subsequent written or oral forward-looking
statements attributable to us or persons acting on our behalf are
qualified in their entirety by this paragraph. Forward-looking
statements are subject to numerous conditions, many of which are
beyond the control of theCompany, including those set forth in the
Risk Factors section of the Company’s registration statement and
prospectus for the Company’s initial public offering filed with the
SEC. The Company undertakes no obligation to update these
statements for revisions or changes after the date of this release,
except as required by law.
Contact:
Joel LeonoffJOFF Fintech Acquisition Corp.c/o Ellenoff Grossman
& Schole LLP1345 Avenue of the AmericasNew York, NY
10105Telephone: (212) 370-1300
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