Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On April 12, 2021, the Acting Director of the Division of Corporation Finance
and Acting Chief Accountant of the Securities and Exchange Commission (the
"SEC") together issued a statement regarding the accounting and reporting
considerations for warrants issued by special purpose acquisition companies
entitled "Staff Statement on Accounting and Reporting Considerations for
Warrants Issued by Special Purpose Acquisition Companies (the "SEC Statement")."
In the SEC Statement, the SEC, among other things, highlighted potential
accounting implications of certain terms that are common in warrants issued in
connection with the initial public offerings of special purpose acquisition
companies such as ESM Acquisition Corporation (the "Company").
On May 17, 2021, the Company reported in its Form 12b-25 filed with the SEC that
the Company was unable to timely file its quarterly report on Form 10-Q for the
quarterly period ended March 31, 2021 (the "Form 10-Q") due to the ongoing
review of the impact of the SEC Statement.
On May 25, 2021, the Company received a notice (the "Notice") from the New York
Stock Exchange ("NYSE") stating that the Company was not in compliance with
Section 802.01E of the NYSE Listed Company Manual (the "Rule") because it had
not timely filed its Form 10-Q with the SEC as required by the Rule. The Notice
had no immediate effect on the listing or trading of the Company's securities,
but indicated that the Company has six months to file its Form 10-Q to regain
compliance.
On June 23, 2021, the Company filed the Form 10-Q and, by letter dated the same,
the NYSE confirmed that the Company had regained compliance with the Rule with
the filing of the Form 10-Q.
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