Current Report Filing (8-k)
03 Juin 2021 - 10:34PM
Edgar (US Regulatory)
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
28, 2021
DD3
Acquisition Corp. II
(Exact name of registrant as specified in its charter)
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Delaware
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001-39767
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85-3244031
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification No.)
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Pedregal
24, 3rd Floor, Interior 300
Colonia
Molino del Rey, Del. Miguel Hidalgo
Mexico
City, Mexico
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11040
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(Address
of principal executive offices)
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(Zip
Code)
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+52
(55) 4340-1269
(Registrant’s telephone number, including area code)
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:
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Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Units,
each consisting of one share of Class A Common Stock and one-half of one Warrant
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DDMXU
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The
Nasdaq Stock Market LLC
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Class
A Common Stock, par value $0.0001 per share
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DDMX
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The
Nasdaq Stock Market LLC
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Warrants,
each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50
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DDMXW
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The
Nasdaq Stock Market LLC
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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 ☒
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.
On
May 28, 2021, DD3 Acquisition Corp. II (the “Company”) received a notice (the “Notice”) from the Listing
Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company is not in compliance
with Nasdaq Listing Rule 5250(c)(1) (the “Rule”) due to a delay in filing its Quarterly Report on Form 10-Q for the
quarter ended March 31, 2021 (the “Form 10-Q”) with the Securities and Exchange Commission (the “SEC”).
The Notice has no immediate effect on the listing or trading of the Company’s securities on the Nasdaq Capital Market.
Nasdaq
informed the Company that, under Nasdaq’s listing rules, the Company has until July 26, 2021 to submit a plan to regain
compliance with the Rule, provided that the Company will not be required to submit a plan if the Form 10-Q is filed before such
date. 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.
As
the Company reported in its Form 12b-25 filed with the SEC on May 18, 2021, the Company is in the process of re-evaluating the
accounting treatment of its warrants following the issuance by the staff of the SEC of 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 accounting and reporting for their warrants.
The Company is currently determining the extent of the SEC Statement’s impact on its financial statements, including the
financial statements included in the Form 10-Q, and continues to work diligently to complete the Form 10-Q as soon as reasonably
practicable with the intention of regaining compliance.
Item
8.01. Other Events.
On
June 3, 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.
Forward-Looking
Statements
This
Current Report on Form 8-K includes “forward-looking statements” within the meaning of the safe harbor provisions
of the United States Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified
by the use of words such as “believes,” “expects,” “intends,” “plans,” “estimates,”
“assumes,” “may,” “should,” “will,” “seeks,” or other similar expressions.
Such statements may include, but are not limited to, statements regarding the Company’s ability to become current in its
SEC reporting obligations. These statements are based on current expectations on the date of this Current Report on Form 8-K and
involve a number of risks and uncertainties that may cause actual results to differ significantly. The Company does not assume
any obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise.
Readers are cautioned not to put undue reliance on forward-looking statements.
Item
9.01. Financial Statements and Exhibits.
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.
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DD3 Acquisition Corp. ii
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By:
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/s/ Martin Werner
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Name:
Martin Werner
Title: Chief Executive Officer
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Date:
June 3, 2021
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