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3235-0058 |
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February 28, 2022 |
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2.50 |
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SEC FILE NUMBER |
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001-40149 |
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CUSIP NUMBER |
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G0370U 108 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
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☐ Form 10-K ☐ Form 20-F
☐ Form 11-K
☒ Form 10-Q
☐ Form 10-D ☐ Form N-CEN
☐ Form N-CSR
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For Period Ended: March 31, 2021 |
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☐ Transition Report on
Form 10-K |
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☐ Transition Report on
Form 20-F |
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☐ Transition Report on
Form 11-K |
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☐ Transition Report on
Form 10-Q |
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For the Transition Period Ended:
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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
Altimar Acquisition Corp. III
Full Name of Registrant
N/A
Former Name if Applicable
40 West 57th Street, 33rd Floor
Address of Principal Executive Office (Street and
Number)
New York, New York 10019
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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☒ |
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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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(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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PART III — NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or
portion thereof, could not be filed within the prescribed time
period. (Attach extra Sheets if Needed)
Altimar Acquisition Corp. III (the “Company”) has determined that
it is unable, without unreasonable effort or expense, to file its
Quarterly Report on Form 10-Q for the fiscal quarter ended
March 31, 2021 (the “Form 10-Q”) by the prescribed due date for
the reasons described below.
On April 12, 2021, the Acting Director of the Division of
Corporation Finance and Acting Chief Accountant of the Securities
and Exchange Commission together issued a public statement (the
“SEC Warrant Accounting Statement”) on accounting and reporting
considerations for warrants issued by special purpose acquisition
companies (“SPACs”). The SEC Warrant Accounting Statement discussed
“certain features of warrants issued in SPAC transactions” that
“may be common across many entities.” The SEC Warrant Accounting
Statement indicated that, when one or more of such features is
included in a warrant, the warrant “should be classified as a
liability measured at fair value, with changes in fair value each
period reported in earnings.” The Company previously classified its
public warrants and private placement warrants issued in connection
with the Company’s initial public offering (together, the
“Warrants”) as equity instruments. As a result of the SEC Warrant
Accounting Statement, the Company’s management is reevaluating the
accounting treatment of the Warrants. The Company’s management is
continuing to assess the appropriate accounting treatment, but
currently anticipates that the Warrants will be recorded as
liabilities on the balance sheet and measured at fair value at
inception and on a recurring basis with changes in fair value
recognized in the statement of operations in accordance with
applicable accounting standards, rather than as components of
equity as previously classified.
The Company is reviewing the impacts of the SEC Warrant Accounting
Statement on the Company’s unaudited financial statements for the
quarterly period ended March 31, 2021 and the audited balance
sheet as of March 8, 2021. As a result of the foregoing, as well as
the time and dedication of resources needed to prepare the Form
10-Q, the Company was
unable to provide complete financial results for the quarterly
period ended March 31, 2021 and file the Form 10-Q by the required due date of
May 17, 2021 without unreasonable effort and expense. The
Company is working diligently and currently expects to file the
Form 10-Q within five
calendar days following the prescribed due date, but ultimately may
not be able to do so.
PART IV — OTHER INFORMATION
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Name and telephone number of person
to contact in regard to this notification |
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Wendy Lai |
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212 |
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287-6767 |
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(Name) |
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(Area Code) |
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(Telephone Number) |
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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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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? Yes ☐ No ☒ |
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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. |
The Company is a blank check company formed for the purposes of
effecting a business combination with one or more businesses or
entities. The registration statement on Form S-1 for the Company’s initial public
offering was declared effective on March 3, 2021. The Company
was incorporated as a Cayman Islands exempted company on
January 11, 2021 and, as a result, there is no corresponding
quarterly information for the period ended March 31, 2020.
Forward-Looking Statements
This Form 12b-25 includes
“forward-looking statements” within the meaning of the “safe
harbor” provisions of the Private Securities Litigation Reform Act
of 1995, as amended. The Company’s actual results may differ from
their expectations, estimates and projections and, consequently,
you should not rely on these forward-looking statements as
predictions of future events. Words such as “expect,” “estimate,”
“anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,”
“believes,” “continue” and similar expressions are intended to
identify such forward-looking statements. These forward-looking
statements include, without limitation, the completion of the
Company’s quarterly review procedures, many of which are outside
the Company’s control, and the Company’s expectations with respect
to the timing of the filing of the Form 10-Q. These forward-looking
statements involve significant risks and uncertainties that could
cause the actual results to differ materially from the expected
results, including those set forth under “Risk Factors” in the
Registration Statement on Form S-1 filed with the SEC on March 1,
2021, as amended, in connection with the Company’s initial public
offering and in subsequent reports filed with the SEC. Most of
these factors are outside the Company’s control and are difficult
to predict. The Company cautions readers not to place undue
reliance upon any forward-looking statements, which speak only as
of the date made. The Company does not undertake or accept any
obligation or undertaking to release publicly any updates or
revisions to any forward-looking statements to reflect any change
in its expectations or any change in events, conditions or
circumstances on which any such forward-looking statement is
based.
Altimar Acquisition Corp. III
(Name of Registrant as Specified in Memorandum
and Articles of Association)
has caused this notification to be signed on its behalf by the
undersigned hereunto duly authorized.
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| Date: May 18, 2021 |
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By: |
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/s/ Wendy Lai
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Name: Wendy Lai |
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Title: Chief Financial
Officer |
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.
