Carney Technology Acquisition Corp. II Announces Receipt of Notice from Nasdaq Regarding Late Filing of Quarterly Report on F...
04 Juin 2021 - 3:55AM
Carney Technology Acquisition Corp. II (NASDAQ: CTAQ) (the
“Company”) today announced that it has received a notice (“Notice”)
from the Listing Qualifications Department of The Nasdaq Stock
Market (“Nasdaq”) as a result of its inability 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) (the “Rule”).
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.
On May 28, 2021, the Company received the Notice from Nasdaq
stating the Company is not in compliance with 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 Nasdaq.
Nasdaq has also informed the Company that, under Nasdaq rules,
the Company will have 60 calendar days from the date of the Notice
(May 28, 2021), or until July 27, 2021, to submit a plan to regain
compliance with the Nasdaq rules. 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. If the Company fails to
file its Form 10-Q within such sixty-day period and submits its
plan to regain compliance, Nasdaq may, in its sole discretion,
allow the Company's units, warrants and shares of Class A common
stock to trade for up to 180 days from the Form 10-Q’s filing due
date, or November 22, 2021, depending on specific circumstances, to
regain compliance. 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 Nasdaq Listing Rules.
About Carney Technology Acquisition Corp.
II
Carney Technology Acquisition Corp. II 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. The Company intends to focus on a
target business in the technology industry. The Company is led by
Chief Executive Officer David Roberson, President Gale England and
Chief Acquisition Officer Lloyd Carney.
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 theCompany, 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:
Lloyd CarneyDavid RobersonCarney Technology Acquisition Corp.
II (619) 736-6855
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