Notification That Quarterly Report Will Be Submitted Late (nt 10-q)
May 18 2021 - 4:16PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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OMB APPROVAL
Number: 3235-0058 Expires: February 28, 2022 Estimated average burden hours per response 2.50
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SEC FILE NUMBER
001-39960
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FORM 12b-25
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CUSIP NUMBER
98880C201
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NOTIFICATION OF LATE FILING
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(Check one):☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form
10-D ☐ Form N-CEN ☐ Form
N-CSR
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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: ______________________________________________________________
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:
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PART
I — REGISTRANT INFORMATION
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Z-Work Acquisition Corp.
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Full Name of Registrant
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N/A
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Former Name if Applicable
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575 Fifth Avenue 15th Floor
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Address of Principal Executive Office (Street and Number)
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New York, NY 10017
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City, State and Zip Code
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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)
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(a)
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The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable
effort or expense;
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☐
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(b)
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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
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(c)
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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 Forms 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. (Attach extra Sheets if Needed)
Z-Work Acquisition Corp. (the “Company”) has determined
that it is unable, without unreasonable effort or expense, to file its Quarterly Report on Form 10-Q for the quarterly period ended March
31, 2021 (the “Q1 2021 Form 10-Q”) by the prescribed due date for the reasons described below.
On April 12, 2021, the Acting Director of
the Division of Corporation Finance and Acting Chief Accountant of the Securities and Exchange Commission together issued a public
statement (the “SEC Warrant Accounting Statement”) on accounting and reporting considerations for warrants issued by
special purpose acquisition companies (“SPACs”), which indicated that warrants with certain features commonly issued in
SPAC transactions “should be classified as a liability measured at fair value, with changes in fair value each period reported
in earnings.”. As a result of the SEC Warrant Accounting Statement, the Company’s management is reevaluating the
accounting treatment of the warrants that were issued by the Company in connection with its initial public offering consummated on
February 2, 2021. The Company anticipates that its warrants will be recorded as liabilities measured at fair value and on a
recurring basis with changes in fair value recognized in the statement of operations in accordance with applicable accounting
standards, rather than as components of equity as previously classified.
The Company is working diligently with its auditors to review the impacts
of the SEC Warrant Accounting Statement on the Company’s balance sheet as of February 2, 2021, and the unaudited financial statements
for the quarterly period ended March 31, 2021. Given the scope of the process for determining the appropriate treatment of the warrants
in accordance with the SEC Warrant Accounting Statement and the time and dedication of resources needed to prepare the Q1 2021 Form 10-Q,
the Company was unable to file the Form 10-Q by the required due date of May 17, 2021, without unreasonable effort and expense. The Company
is working diligently to complete the Q1 2021 Form 10-Q and currently expects to file it as soon as reasonably practicable.
PART
IV — OTHER INFORMATION
(1)
Name and telephone number of person to contact in regard to this notification
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Doug Atkin
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626
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867-7295
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(Name)
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(Area Code)
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(Telephone Number)
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(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☒ 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 ☒
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.
The Company is a blank check company formed for the purposes
of effecting a business combination with one or more businesses. The registration statement on Form S-1 for the Company’s initial
public offering was declared effective on January 28, 2021. The Company was incorporated under the laws of Delaware on September 30, 2020,
and, as a result, there is no corresponding quarterly information for the period ended March 31, 2020.
Forward-Looking Statements
This Form 12b-25 includes “forward-looking statements”
within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. The Company’s
actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking
statements as predictions of future events. Words such as “expect,” “estimate,” “anticipate,” “intend,”
“plan,” “may,” “will,” “could,” “should,” “believes,” “continue,”
and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation,
the completion of the Company’s quarterly review procedures, many of which are outside the Company’s control, and the Company’s
expectations with respect to the timing of the filing of its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2021.
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 Registration Statement on Form S-1 filed with the SEC
on January 28, 2021 in connection with our initial public offering, 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.
Z-Work Acquisition Corp.
(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 18, 2021
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By:
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/s/
Doug Atkin
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Name:
Doug Atkin
Title:
Executive Co-Chairman
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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.
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