Notification That Quarterly Report Will Be Submitted Late (nt 10-q)
November 16 2021 - 4:05PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
12b-25
NOTIFICATION
OF LATE FILING
Commission
File Number: 001-39895
(Check
one):
|
☐ Form
10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐
Form 10-D
☐ Form N-SAR ☐ Form N-CSR
|
|
|
|
For
Period Ended: September 30, 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: _________________
|
PART
I — REGISTRANT INFORMATION
CLASS ACCELERATION
CORP.
(Full Name of Registrant)
___________________
(Former Name if Applicable)
2625 Woodside Road
Address of Principal Executive Office
Woodside, CA 946026
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.
|
PART
III — NARRATIVE
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.
(Attach extra Sheets if Needed)
Class Acceleration 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 fiscal quarter ended September
30, 2021 (the “Q3 2021 Form 10-Q”) by the prescribed due date, for the reasons described below.
In connection with the preparation of the Company’s
financial statements as of September 30, 2021, management, in consultation with its advisors, identified an error made in certain
of its previously issued financial statements, arising from the manner in which, as of the closing of the Company’s
initial public offering, the Company valued its Class A common stock subject to possible redemption. The Company
previously determined the value of such Class A common stock to be equal to the redemption value of such shares, after taking
into consideration the terms of the Company’s Amended and Restated Certificate of Incorporation, under which a redemption cannot
result in net tangible assets being less than $5,000,001. Management has now determined, after consultation with its advisors, that
the shares of Class A common stock underlying the units issued during the initial public offering can be
redeemed or become redeemable subject to the occurrence of future events considered to be outside the Company’s control. Therefore,
management has concluded that the redemption value of its Class A common stock subject to possible redemption should reflect the
possible redemption of all Class A common stock. As a result, management has noted a reclassification error related to temporary
equity and permanent equity and intends to reflect any reclassification of equity for the Company’s previous audited balance sheet
as of the period ended January 20, 2021 and its unaudited financial statements for the periods ended March 31, 2021 and June 30, 2021
(the “Affected Periods”) in its forthcoming Q3 2021 Form 10-Q. Any such adjustments to the financial statement items for the
Affected Periods will be set forth through expanded disclosure in the financial statements included in the Q3 2021 Form 10-Q, including
further describing the correction and its impact on previously reported amounts.
The Company, in consultation with its advisors, is continuing to finalize
its Q3 2021 Form 10-Q financial statements to reflect the foregoing. The Company is working diligently to complete its Q3 2021 Form 10-Q
as soon as possible, and expects to file such report on or before the fifth calendar day following the prescribed due date (or, if
such date is not an EDGAR filing date, then the first EDGAR filing date thereafter).
PART
IV — OTHER INFORMATION
(1)
|
Name
and telephone number of person to contact in regard to this notification
|
Michael
T. Moe
|
|
(650)
|
|
235-4777
|
(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 ☒ 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.
CLASS ACCELERATION 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: November 16, 2021
|
By:
|
/s/ Michael
T. Moe
|
|
|
Michael T. Moe
|
|
|
Chief Executive Officer
|
3
Class Acceleration (NYSE:CLAS)
Historical Stock Chart
From May 2024 to Jun 2024
Class Acceleration (NYSE:CLAS)
Historical Stock Chart
From Jun 2023 to Jun 2024