Current Report Filing (8-k)
June 01 2021 - 1:16PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or Section 15(d)
of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): May 25, 2021
PONTEM
CORPORATION
(Exact
name of registrant as specified in its charter)
Cayman
Islands
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001-39882
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98-1562955
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
Number)
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1140
Avenue of the Americas, 9th Floor
New
York, New York 10036
(212)
457-9077
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under
any of the following provisions:
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbols
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Name
of each exchange on which registered
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Units,
each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant
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PNTM.U
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New
York Stock Exchange
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Class A
ordinary shares included as part of the units
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PNTM
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New
York Stock Exchange
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Warrants
included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50
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PNTM
WS
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New
York Stock Exchange
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2
of the Securities Exchange Act of 1934.
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of
Listing.
On
May 25, 2021, Pontem Corporation (the “Company”) received a notice from the New York Stock Exchange (the “NYSE”)
indicating that it is not in compliance with NYSE continued listing requirements under the timely filing criteria established in Section
802.01E of the NYSE Listed Company Manual as a result of its failure to timely file the Form 10-Q for the fiscal quarter ended March
31, 2021 (the “Form 10-Q”).
On
April 12, 2021, the staff of the Securities and Exchange Commission (“SEC”) issued a public statement entitled
“Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies
(“SPACs”)” (the “Statement’), which clarified guidance for all SPAC-related companies regarding the
accounting and reporting for their warrants. The immediacy of the effective date of the new guidance set forth in the Statement has
resulted in a significant number of SPACs re-evaluating the accounting treatment for their warrants with their
professional advisors, including auditors and other advisors responsible for assisting SPACs in the preparation of financial
statements. This, in turn, has resulted in the Company’s delay in preparing and finalizing its financial statements as of
and for the quarter ended March 31, 2021 and filing its Form 10-Q with the SEC by the prescribed deadline. The Company expects to
file the Form 10-Q with the SEC as soon as reasonably practicable.
As
required by the NYSE rules, on June 1, 2021, the Company issued a press release regarding the matters described in this Item 3.01. A
copy of the press release is included as Exhibit 99.1 to this Current Report and incorporated herein by reference.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated:
June 1, 2021
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PONTEM CORPORATION
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By:
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/s/
Nina Murphy
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Name:
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Nina
Murphy
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Title:
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Chief
Financial Officer
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