Notification That Quarterly Report Will Be Submitted Late (nt 10-q)
17 Mai 2021 - 10:02PM
Edgar (US Regulatory)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
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OMB APPROVAL
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OMB Number:
3235-0058
Expires: February 28,
2022
Estimated average burden
hours per response............ 2.50
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SEC FILE NUMBER
001-39622
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CUSIP NUMBER
84677L109
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(Check
one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form
N-CEN ☐ 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
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
Spartacus Acquisition Corporation
Full
Name of Registrant
N/A
Former
Name if Applicable
6470 E Johns Crossing, Suite 490
Address
of Principal Executive Office (Street and Number)
Duluth,
GA 30097
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
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-CEN 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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(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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SEC 1344 (06-19)
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Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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PART
III — NARRATIVE
Spartacus
Acquisition Corporation (the “Company”) was unable, without unreasonable effort or expense, to file its Quarterly Report
on Form 10-Q for the quarterly period ended March 31, 2021 (the “Quarterly Report”) by the prescribed due date for the reasons
described below.
As
previously disclosed, in light of the statement by the Staff of the Securities and Exchange Commission’s (the “SEC”)
Division of Corporation Finance titled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special
Purpose Acquisition Companies” issued on April 12, 2021, the audit committee of the Company’s board of directors, together
with management, determined that the Company’s audited financial statements for the fiscal year ended December 31, 2020 and
its audited balance sheet as of October 19, 2020, as reported in the Company’s Annual Report on Form 10-K filed
with the SEC on March 24, 2021 and Current Report on Form 8-K filed with the SEC on October 23, 2020, should no longer
be relied upon and should be restated.
On
May 13, 2021, the Company filed restated financial statements for the following periods: (i) as of and for the period ended December
31, 2020, and (ii) its audited balance sheet as of October 19, 2020, in each case to reflect the change in accounting treatment, in its
Amendment No. 1 to Form 10-K (the “Restatement”). As a result of the considerable time and dedication of resources required
to complete the Restatement, the Company was unable to file its Quarterly Report by its prescribed due date without unreasonable effort
or expense.
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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Igor Volshteyn
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770
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892 - 6424
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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). 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.
Spartacus Acquisition Corporation
(Name
of Registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
Date
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May 17, 2020
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By
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/s/ Igor Volshteyn
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INSTRUCTION:
The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title
of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant
by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf
of the registrant shall be filed with the form.
ATTENTION
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Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).
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GENERAL
INSTRUCTIONS
1.
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This
form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General Rules and Regulations
under the Securities Exchange Act of 1934.
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2.
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One
signed original and four conformed copies of this form and amendments thereto must be completed
and filed with the Securities and Exchange Commission, Washington, D.C. 20549, in accordance
with Rule 0-3 of the General Rules and Regulations under the Act. The information contained
in or filed with the form will be made a matter of public record in the Commission files.
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3.
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A
manually signed copy of the form and amendments thereto shall be filed with each national
securities exchange on which any class of securities of the registrant is registered.
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4.
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Amendments
to the notifications must also be filed on Form 12b-25 but need not restate information
that has been correctly furnished. The form shall be clearly identified as an amended
notification.
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5.
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Interactive
data submissions. This form shall not be used by electronic filers with respect
to the submission or posting of an Interactive Data File (§232.11 of this chapter).
Electronic filers unable to submit or post an Interactive Data File within the time
period prescribed should comply with either Rule 201 or 202 of Regulation S-T (§232.201
and §232.202 of this chapter).
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3
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