Stemming from SEC Guidance Concerning Balance Sheet Treatment of Warrants, Tailwind Acquisition Corp. Announces Receipt of NY...
2021年6月2日 - 6:09AM
Tailwind Acquisition Corp. (NYSE: TWND) (the “Company”) today
announced that it received a formal notice of non-compliance from
the New York Stock Exchange (the “NYSE”) relating to the Company’s
failure to timely file its Quarterly Report on Form 10-Q for the
quarter ended March 31, 2021 (the “Form 10-Q”) as required under
the timely filing criteria established in Section 802.01E of the
NYSE Listed Company Manual.
On April 12, 2021, the staff of the Securities
and Exchange Commission (“SEC”) issued “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 NYSE rules, the Company generally has six
months following receipt of the notification of non-compliance to
regain compliance with the continued listing standard, subject to
any extensions by NYSE.
The Company believes the change in SEC guidance
does not affect its strategy to acquire a target business or
financial performance. The Company is in compliance with all other
NYSE continued listing standards. The Company expects to file the
Form 10-Q in the very near term and does not foresee any risk of
non-compliance with the NYSE six-month remediation timeframe.
Cautionary Statement Regarding Forward-Looking
Statements
Certain statements in this press release are
“forward-looking statements” within the meaning of Section 21E of
the Securities Exchange Act of 1934, as amended, and are subject to
the safe harbor created thereby. In some cases, forward-looking
statements can be identified by terminology such as “may,” “will,”
“could,” “would,” “should,” “expect,” “plan,” “anticipate,”
“intend,” “believe,” “estimate,” “predict,” “potential,” “outlook,”
“guidance” or the negative of those terms or other comparable
terminology. These statements are based on the current beliefs and
expectations of the Company’s management and are subject to
significant risks and uncertainties. The above statements regarding
the impact of the Statement on the Company’s financial statements,
as well as the effect of the revision on any periodic SEC filings,
including the timing of filing the Form 10-Q, constitute
forward-looking statements that are based on the Company’s current
expectations. Because these forward-looking statements involve
risks and uncertainties, there are important factors that could
cause future events to differ materially from those in the
forward-looking statements, many of which are outside of the
Company’s control. These factors include, but are not limited to, a
variety of risk factors affecting the Company’s business and
prospects, see “Item 1A. Risk Factors” in the Company’s Annual
Report on Form 10-K/A filed with the SEC on May 14, 2021 and
subsequent reports filed with the SEC, as amended from time to
time. Any forward-looking statements are made only as of the date
hereof, and unless otherwise required by applicable securities
laws, the Company disclaims any intention or obligation to update
or revise any forward-looking statements, whether as a result of
new information, future events or otherwise.
ContactsTailwind Acquisition
Corp.Team@TailwindAcquisition.com
Tailwind Acquisition (NYSE:TWND)
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Tailwind Acquisition (NYSE:TWND)
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