UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER: 001-39089
CUSIP NUMBER: G9402Q100
(Check
one): ☐ Form 10-K ☐
Form 20-F ☐ Form 11-K ☒
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: _______________________________
Read Instruction (on back page) Before Preparing
Form. Please Print or Type.
Nothing in this form shall be construed to imply
that the Commission has verified any information contained herein.
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If the notification relates to a portion of the
filing checked above, identify the Item(s) to which the notification relates:
PART I – REGISTRANT INFORMATION
Union Acquisition Corp. II
Full Name of Registrant
N/A
Former Name if Applicable
1425 Brickell Ave., #57B
Address of Principal Executive Officer (Street and Number)
Miami, FL 33131
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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(a)
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The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
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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 of 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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(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-E 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report portion thereof could not be filed within the prescribed time period.
Union Acquisition Corp. II
(the “Company”) was unable, without unreasonable effort or expense, to file its Quarterly Report on Form 10-Q for the period
ended March 31, 2021 ("Form 10-Q") by May 17, 2021. On April 12, 2021, the Staff of the U.S. Securities and Exchange Commission
(the “SEC”) issued the “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose
Acquisition Companies (“SPACs”)” (the “SEC Statement”), which clarified guidance for all SPAC-related companies
regarding the accounting and reporting for their warrants. After reviewing the SEC Statement, the Company reevaluated the accounting treatment
of its public and private placement warrants as equity, and concluded that, based on the SEC Statement, public and private placement warrants
should be, and should have been, classified as a liability measured at fair value, with non-cash fair value adjustments recorded in earnings
at each reporting period.
The Company is currently working
diligently with its auditors and an independent valuation expert to finalize the valuation of the warrants, after which the Company intends
to file an amendment to its Annual Report on Form 10-K for the period ended September 30, 2020. Until restated financial statements for
2020 have been filed on an amended Form 10-K, the Company is unable to complete and file its Form 10-Q.
PART IV – OTHER INFORMATION
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(1)
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Name and telephone number of person to contact in regard to this
notification
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Kyle P. Bransfield
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(305)
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306-2522
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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 ☒
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.
Disclosures About Forward-Looking Statements
Certain statements included in this Current Report
on Form 12b-25, which are not historical facts, are forward-looking statements. Such forward-looking statements speak only as of the
date of this Current Report. These forward-looking statements can be identified by the use of forward-looking terminology, including
the words “expects,” “may,” “will,” “projects,” or “should,” or, in each
case, their negative or other variations or comparable terminology. There can be no assurance that actual results will not materially
differ from expectations. Such statements include, but are not limited to, any statements relating to our ability to consummate any acquisition
or other business combination and any other statements that are not statements of current or historical facts. These statements are based
on management’s current expectations, but actual results may differ materially due to various factors, including, but not limited
to, a variety of risk factors affecting the Company’s business and prospects disclosed in the Company’s annual, quarterly
reports and subsequent reports filed with the SEC, as amended from time to time. The forward-looking statements contained in this Current
Report are based on our current expectations and beliefs concerning future developments and their potential effects on us. Future developments
affecting us may not be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some
of which are beyond our control) and other assumptions that may cause actual results or performance to be materially different from those
expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors
described under the heading “Risk Factors” in the Company’s annual, quarterly reports and subsequent reports filed
with the SEC, as amended from time to time. Should one or more of these risks or uncertainties materialize, or should any of our assumptions
prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake
no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise,
except as may be required under applicable securities laws. These risks and others described under “Risk Factors” in the
Company’s annual, quarterly reports and subsequent reports filed with the SEC, as amended from time to time may not be exhaustive.
Union Acquisition Corp. II
(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/
Kyle P Bransfield
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Name:
Kyle P. Bransfield
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Title: Chief
Executive Officer
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