Washington, D.C. 20549


FORM 12b-25




(Check one):  

¨ Form 10-K    ¨ Form 20-F         ¨ Form 11-K         x Form 10-Q

¨ Form 10-D    ¨ Form N-SAR    ¨ 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
    ¨ Transition Report on Form N-SAR
    ¨ 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:






Full Name of Registrant



Former Name if Applicable


660 Madison Ave Suite 1600

Address of Principal Executive Office (Street and Number)


New York, New York 10065

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)



  (a)   The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense
  (b)   The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR 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.






State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.


Silver Spike Acquisition Corp II (the “Registrant”) has elected not to file its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2021 (the “Form 10-Q”) and is filing a Form 12b-25 for a 5 day extension deemed necessary for the following reason: The Registrant is still assessing the impact of the guidance issued by the Securities and Exchange Commission on April 12, 2021 as to the accounting implications of certain terms that are common in warrants issued by SPACs. The Registrant correspondingly anticipates the Form 10-Q will be filed as soon as practicable prior to May 24, 2021.





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


Greg Gentile 212 905-4923
(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 answer is no, identify report(s). Yes x 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 ¨  No x


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.


We are required by Part IV, Item (3) of Form 12b-25 to provide as part of this filing an explanation regarding whether the results of operations we expect to report for the quarter ended March 31, 2021 will reflect significant changes from our results of operations for the quarter ended March 31, 2020. Because our company did not exist during the quarter ended March 31, 2020, we are unable to provide a response to this requirement.






(Name of Registrant as Specified in Charter)


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



Date: May 17, 2021 By: /s/ Greg Gentile
    Name: Greg Gentile
    Title: Chief Financial Officer


INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.



Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).




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