Priveterra Acquisition Corp. Receives Expected Notification from Nasdaq Related to Delayed Quarterly Report
June 04 2021 - 4:30PM
Priveterra Acquisition Corp. (the “Company”) today announced it
received a notice on May 28, 2021 from the Nasdaq Stock Market LLC
(“Nasdaq”) indicating that as a result of the Company’s failure to
timely file its Quarterly Report on Form 10-Q for the period ended
March 31, 2021 (the “Quarterly Report”), the Company no longer
complies with the continued listing requirements set forth in
Nasdaq Listing Rule 5250(c)(1) (the “Rule”). The notice has no
immediate impact on the listing of the Company’s securities, which
will continue to trade on the Nasdaq, subject to the Company’s
compliance with other applicable continued listing requirements.
As previously disclosed on May 17, 2021 in the
Form 12b-25 Notification of Late Filing filed by Priveterra
Acquisition Corp. (the “Company”) with the SEC, on April 12, 2021
the Staff of the U.S. Securities and Exchange Commission (the
“SEC”) released the “Staff Statement on Accounting and Reporting
Considerations for Warrants Issued by Special Purpose Acquisition
Companies (“SPACs”)” (the “Staff Statement”). The Staff Statement
sets forth the conclusion of the SEC’s Office of the Chief
Accountant that certain provisions included in the warrant
agreements entered into by many SPACs, such as the Company, require
such warrants to be accounted for as liabilities measured at fair
value, rather than as equity securities, with changes in fair value
during each financial reporting period reported in earnings. The
Company has previously classified its private placement warrants
and public warrants as equity.
Given the scope of the process for evaluating the
impact of the Staff Statement on the Company’s financial
statements, the Company was unable to complete and file its
Quarterly Report on Form 10-Q for the period ended March 31, 2021
(the “Quarterly Report”) by the required due date of May 17, 2021.
On May 17, 2021, the Company filed a Form 12b-25 Notification of
Late Filing with the SEC related to the Quarterly Report. The
Company is working diligently to prepare and file the Quarterly
Report as soon as reasonably practicable.
The notice advises that under the Nasdaq’s rules,
the Company has 60 calendar days from receipt of the Notice, or
until July 26, 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 22, 2021, to regain compliance.
Forward Looking-Statements
This press release contains statements that
constitute “forward-looking statements,” including with respect to
the search for an initial business combination. No assurance can be
given that the proceeds of the offering will be used as indicated.
Forward-looking statements are subject to numerous conditions, many
of which are beyond the control of the Company, including those set
forth in the Risk Factors section of the Company’s registration
statement and prospectus for the initial public offering filed with
the SEC. Copies are available on the SEC’s website, www.sec.gov.
The Company undertakes no obligation to update these statements for
revisions or changes after the date of this release, except as
required by law.
Oleg Grodnensky Priveterra Acquisition Corp. +1
(754)-220-9229 spac@priveterra.com
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