0001140361-21-019168.txt : 20210528 0001140361-21-019168.hdr.sgml : 20210528 20210528083011 ACCESSION NUMBER: 0001140361-21-019168 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210525 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing FILED AS OF DATE: 20210528 DATE AS OF CHANGE: 20210528 FILER: COMPANY DATA: COMPANY CONFORMED NAME: L&F Acquisition Corp. CENTRAL INDEX KEY: 0001823575 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-39722 FILM NUMBER: 21976281 BUSINESS ADDRESS: STREET 1: 150 NORTH RIVERSIDE PLAZA STREET 2: SUITE 5200 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 312-701-1777 MAIL ADDRESS: STREET 1: 150 NORTH RIVERSIDE PLAZA STREET 2: SUITE 5200 CITY: CHICAGO STATE: IL ZIP: 60606 8-K 1 brhc10025293_8k.htm 8-K
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
 
L&F ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
 
Cayman Islands
001-39722
98-1557361
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification Number)

150 North Riverside Plaza, Suite 5200
Chicago, Illinois
  
60606
(Address of principal executive offices)
  
(Zip Code)

Registrant’s telephone number, including area code: (312) 705-2786
 
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 of the registrant under any of the following provisions:
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
  
Trading
Symbol(s)
  
Name of each exchange
on which registered
Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-half of one redeemable warrant
  
LNFA.U
  
The New York Stock Exchange
         
Class A Ordinary Shares included as part of the units
  
LNFA
  
The New York Stock Exchange
         
Warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50
 
  
LNFA WS
  
The New York Stock Exchange

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, L&F Acquisition Corp. (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.
 
Under the NYSE’s rules, the Company has six months following receipt of the notification of non-compliance to file the Form 10-Q with the SEC and can regain compliance with the NYSE listing standards before that deadline. The Company filed the Form 10-Q with the SEC on May 27, 2021.

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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: May 28, 2021
    
     
 
L&F ACQUISITION CORP.
     
 
By:
/s/ Adam Gerchen
   
Name:
Adam Gerchen
   
Title:
Chief Executive Officer


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