UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 26, 2021
JOFF Fintech Acquisition Corp.
(Exact name of registrant as specified in its charter)
| Delaware | 001-40005 | 85-2863893 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
c/o Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas
New York, NY 10105
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (212) 370-1300
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 share of Class A common stock, par value $0.0001 per share, and one-third of one Redeemable Warrant |
JOFFU | The Nasdaq Stock Market LLC | ||
| Class A Common Stock, $.0001 par value per share | JOFF | The Nasdaq Stock Market LLC | ||
| Warrants, each exercisable for one share of Class A common stock for $11.50 per share | JOFFW | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company þ
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.
As previously disclosed in the Form 12b-25 filed on May 17, 2021 by JOFF Fintech Acquisition Corp., on April 12, 2021, the staff (the “Staff”) of the Division of Corporation Finance of the SEC issued a statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies” (the “Staff Statement”). The Staff Statement, among other things, highlighted the potential accounting implications of certain terms that are common in warrants issued in connection with the initial public offerings of special purpose acquisition companies such as the Company. As a result of the Staff Statement, the Company indicated that it required additional time to evaluate its financial statements on its Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 (the “Form 10-Q”). The Company was not able to complete the Form 10-Q by the extended deadline of May 24, 2021. It continues to work diligently to complete the Form 10-Q as soon as possible.
On May 26, 2021, the Company received a notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) (the “Notice”) stating that the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Rule”) because it has not timely filed the Form 10-Q with the SEC. The Rule requires listed companies to timely file all required periodic financial reports with the SEC. The Notice has no immediate effect on the listing or trading of the Company’s securities. However, if the Company fails to timely regain compliance with the Rule, the Company’s securities will be subject to delisting from The Nasdaq Stock Market LLC.
Under Nasdaq rules, the Company has 60 calendar days from receipt of the Notice (May 26, 2021), or until July 26, 2021, to submit a plan to regain compliance with the Rule. If Nasdaq accepts the Company's plan, then Nasdaq may grant an exception of up to 180 calendar days from the due date of the Form 10-Q, or until November 22, 2021, to regain compliance. However, there can be no assurance that Nasdaq will accept the Company's plan to regain compliance or that the Company will be able to regain compliance within any extension period granted by Nasdaq. If Nasdaq does not accept the Company’s plan, then the Company will have the opportunity to appeal that decision to a Nasdaq hearings panel.
As noted above, the Company is working diligently to complete its Form 10-Q. The Company intends to file the Form 10-Q as soon as practicable to regain compliance with the Rule.
Item 8.01. Other Events.
On June 1, 2021, the Company issued a press release announcing its receipt of the Notice. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number |
Title | |
| 99.1 | Press Release, dated June 1, 2021 |
1
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.
| JOFF Fintech Acquisition Corp. | |||
| By: | /s/ Peter J.S. Smith | ||
| Name: | Peter J.S. Smith | ||
| Title: | Chief Financial Officer | ||
| Dated: June 1, 2021 | |||
2
Exhibit 99.1
JOFF Fintech Acquisition Corp. Announces Receipt
of Notice from Nasdaq Regarding Late Filing
of Quarterly Report on Form 10-Q
New York, NY, June 1, 2021 (GLOBE NEWSWIRE) – JOFF Fintech Acquisition Corp. (NASDAQ: JOFFU) (the “Company”) today announced that it has received, on May 26, 2021, a notice (“Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) as a result of its failure to file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 (the "Form 10-Q") in a timely fashion. The Notice advised the Company that it was not in compliance with Nasdaq’s continued listing requirements under the timely filing criteria established in Nasdaq Listing Rule 5250(c)(1).
As reported by the Company in its Form 12b-25 filed with the Securities and Exchange Commission (the "SEC") on May 17, 2021, the Company was unable to file its Form 10-Q within the prescribed time period without unreasonable effort or expense. The extension period provided under Rule 12b-25 expired on May 24, 2021. The Company was unable to meet the filing deadline for its Form 10-Q due to the Company’s conclusion that its outstanding warrants should be accounted for as a liability and the scope and process for updating the Company’s financial statements accordingly. It continues to work diligently to complete the Form 10-Q as soon as possible.
Nasdaq has informed the Company that, under Nasdaq rules, the Company will have 60 calendar days from the date of the Notice to file its Form 10-Q with the SEC, or July 26, 2021. The Company can regain compliance with Nasdaq listing standards during this sixty-day period when the Company files its Form 10-Q with the SEC. During the sixty-day period, Nasdaq will closely monitor the status of the Company's late filing and related public disclosures. If the Company fails to file its Form 10-Q within such sixty-day period, Nasdaq may, in its sole discretion, allow the Company's units, warrants and common stock to trade for up to 180 days from the Form 10-Q’s filing due date, or November 22, 2021) (an “Additional Period”) depending on specific circumstances, as outlined in the rule. If Nasdaq determines that an Additional Period is not appropriate, suspension and delisting procedures will commence pursuant to the Nasdaq Listing Rules. If Nasdaq determines that an Additional Period is appropriate, and the Company fails to file its Form 10-Q and any subsequent delayed filings by the end of that period, suspension and delisting procedures will generally commence. Regardless of the procedures described above, Nasdaq may commence delisting proceedings at any time during the period that is available to complete the filing, if circumstances warrant.
As noted above, the Company is working diligently to complete its Form 10-Q. The Company intends to file it as soon as practicable to regain compliance with Nasdaq continued listing standards.
No assurance can be given that the Company will be able to regain compliance with the aforementioned listing requirement or maintain compliance with the other continued listing requirements set forth in the Nasdaq Listing Rules. If the Company's units, warrants and common stock are ultimately suspended from trading on, or delisted from, Nasdaq for any reason, it could have adverse consequences including, among others: lower demand and market price for the Company's securities; adverse publicity; and a reduced ability to consummate a business combination.
About JOFF Fintech Acquisition Corp.
JOFF Fintech Acquisition Corp. is a blank check company organized for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, or other similar business combination with one or more businesses or entities.
Forward-Looking Statements
This press release may include, and oral statements made from time to time by representatives of the Company 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. Statements regarding possible business combinations and the financing thereof, and related matters, as well as all other 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,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” 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 Securities and Exchange Commission (“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 for 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.
Contact:
Joel Leonoff
JOFF Fintech Acquisition Corp.
c/o Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas
New York, NY 10105
Telephone: (212) 370-1300