New Vista Acquisition Corp Receives Expected Notice from Nasdaq Related to Delayed Filing of Quarterly Report on Form 10-Q
On April 12, 2021, the SEC issued a statement addressing accounting considerations for SPAC warrants, impacting New Vista Acquisition Corp (Nasdaq: NVSA). Due to challenges in determining appropriate accounting treatment, the company was unable to file its Form 10-Q for Q1 2021 by the deadline. Consequently, on May 26, 2021, Nasdaq notified NVSA of its non-compliance with Listing Rule 5250(c)(1). NVSA has until July 26, 2021, to file the report or submit a compliance plan for a potential 180-day extension, indicating ongoing financial scrutiny.
- The company plans to file the Form 10-Q as soon as possible to regain compliance with Nasdaq listing standards.
- Non-compliance with Nasdaq Listing Rule 5250(c)(1) due to failure to timely file Form 10-Q.
- Potential risks associated with the delay in filing affecting investor confidence.
On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the U.S. Securities and Exchange Commission (the “SEC”) together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (‘SPACs’)” (the “SEC Staff Statement”). As previously disclosed in the New Vista Acquisition Corp (the “Company”) (Nasdaq: NVSA) Notification of Late Filing on Form 12b-25, filed with the SEC on May 18, 2021, given the scope of the process for determining the appropriate accounting treatment of its outstanding warrants in accordance with the SEC Staff Statement and Accounting Standards Codification (“ASC”) 815-40, Derivatives and Hedging: Contracts in an Entity’s Own Equity, the Company was unable to complete and file its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2021 (the “Form 10-Q”) by the required due date without unreasonable effort and expense.
On May 26, 2021, the Company received a notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, as a result of not having timely filed the Form 10-Q with the SEC, the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Listing Rule”). The Listing Rule requires listed companies to timely file all required periodic reports with the SEC.
The Notice indicated that the Company can regain compliance with Nasdaq’s listing standards at any time prior to July 26, 2021 by filing the Form 10-Q. If the Company fails to file the Form 10-Q by such date, the Company may submit a plan to regain compliance with the Listing Rule prior to such date and, following receipt of such plan, Nasdaq may grant, at its sole discretion, an extension of 180 calendar days from the Form 10-Q due date, or until November 15, 2021, for the Company to regain compliance.
While the Company can provide no assurances as to timing, the Company plans to file the Form 10-Q as soon as practicably possible to regain compliance with the Listing Rule.
Forward-Looking Statements
This press release may include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact included in this press release are forward-looking statements. When used in this press release, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph. 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 relating to the Company’s initial public offering filed with the SEC. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
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FAQ
What is the significance of the SEC's statement on SPAC warrants for NVSA?
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What happens if NVSA fails to file the Form 10-Q by the deadline?
What are the potential consequences of NVSA's non-compliance?
