UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

Commission File Number: 001-39578

(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: _________________

PART I — REGISTRANT INFORMATION

RECHARGE ACQUISITION CORP.

(Full Name of Registrant)

(Former Name if Applicable)

1900 Main Street, Suite 201

Address of Principal Executive Office

Sarasota, Florida 34236

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)

x	(a)	The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
x	(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)

Recharge 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 quarter ended March 31, 2021 (the “Form 10-Q”) by the prescribed due date for the reasons described below.

The Company is evaluating the impact of the Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (the “Staff Statement”) issued by the staff of the Securities and Exchange Commission on April 12, 2021, on its financial statements for the fiscal year ended December 31, 2020 included in the Company’s Annual Report on Form 10-K, filed with the SEC on March 25, 2021 (the “Original Form 10-K”).

The Company is working diligently to complete the Form 10-Q as soon as possible; however, given the scope of the process for evaluating the impact of the Staff Statement on the Company’s financial statements and the potential amendment to the Original Form 10-K containing restated financial statements for the year ended December 31, 2020, the Company is unable to complete and file the Form 10-Q by the required due date of May 17, 2021 without unreasonable effort and expense. The Company does, however, expect to file such report within five calendar days thereof.

PART IV — OTHER INFORMATION

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

Anthony Kenney	(937)	610-4057
(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 period ended March 31, 2021 will reflect significant changes from our results of operations for the corresponding period for the last fiscal year. We were incorporated in July 2020. Because we have not completed our financial statements due to the reasons provided above, we are unable to provide a reasonable estimate of our results of operations for the period ended March 31, 2021. Accordingly, we cannot at this time estimate what significant changes will be reflected in our results of operations for the prior reporting period.

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RECHARGE 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 14, 2021	By: /s/ Anthony Kenney
	Anthony Keeney
	Chief Executive Officer

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