Notification That Quarterly Report Will Be Submitted Late (nt 10-q)
17 Mayo 2021 - 3:52PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number: 001-40029
(Check one):
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☐ Form 10-K
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☐ Form 20-F
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☐ Form 11-K
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☒ Form 10-Q
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☐ Form 10-D
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☐ Form N-SAR
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☐ Form N-CSR
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For Period Ended: March 31, 2021
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☐ Transition Report on Form 10-K
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☐ Transition Report on Form 20-F
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☐ Transition Report on Form 11-K
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☐ Transition Report on Form 10-Q
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☐ Transition Report on Form N-SAR
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For the Transition Period Ended: _________________
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PART I — REGISTRANT INFORMATION
EVO ACQUISITION CORP.
(Full Name of Registrant)
___________________
(Former Name if Applicable)
10 Stateline Road
Address of Principal Executive Office
Crystal Bay, Nevada 89402
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)
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☒
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(a)
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The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
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☒
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(b)
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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
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☐
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(c)
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The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
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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)
Evo Acquisition Corp. (the “Company”)
has determined that it is unable to file, without unreasonable effort and expense, its Quarterly Report on Form 10-Q (the “Form
10-Q”) for the quarter ended March 31, 2021 by the prescribed due date.
The Company has considered the views expressed
by the staff of the Securities and Exchange Commission (the “SEC Staff”) in a statement entitled “Staff Statement on
Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies” dated April 12, 2021 (the
“SEC Staff Statement”) in which the SEC Staff highlighted the potential accounting implication 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 SEC Staff Statement, the Company’s management has re-evaluated the accounting treatment of (i) the 6,250,250 redeemable
warrants that were included in the units issued by the Company in its initial public offering (the “Public Warrants”)
and (ii) the 4,250,100 redeemable warrants that were issued in a private placement (the “Private Warrants”,
collectively with the Public Warrants, the “Warrants”) in accordance with Accounting Standards Codification
(“ASC”) 815-40, Derivatives and Hedging: Contracts in an Entities Own Equity. ASC 815-40 states entities must
consider whether to classify contracts that may be settled in its own stock, such as warrants, as equity of the entity or as an asset
or liability. The Company previously accounted for the Warrants as components of equity.
After consideration of the SEC Staff Statement, the Company believes
that the Warrants need to be accounted for as a liability and measured at fair value with changes in fair value each period reported in
the Company’s statement of operations. The Company is in the process of completing its final analysis of this change, including
(1) reassessing the initial and subsequent measurement of temporary equity under ASC 480-10-S99-3A, (2) assessing the associated impact
of changes in the fair value of the Warrants against the components of permanent versus temporary equity and (3) assessing whether the
need to change the accounting treatment for the Warrants is indicative of a material weakness in internal controls over financial reporting.
The Company is working diligently to complete
the Form 10-Q as soon as possible; however, given the scope of the process for determining the appropriate treatment of the Warrants in
accordance with the SEC Staff Statement and ASC 815-40, the Company is unable to complete and file the Form 10-Q by the required due date
without unreasonable effort and expense. The Company expects to file the Form 10-Q within five calendar days of the prescribed due date.
PART IV — OTHER INFORMATION
(1)
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Name and telephone number of person to contact in regard to this notification
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Adrian Brindle
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(775)
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624-9360
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(Name)
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(Area Code)
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(Telephone Number)
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(2)
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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).
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Yes ☒ No ☐
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(3)
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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?
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Yes ☐ No ☒
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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.
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EVO 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 17, 2021
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By:
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/s/ Adrian Brindle
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Adrian Brindle
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Chief Financial Officer
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Evo Acquisition (NASDAQ:EVOJ)
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