Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On April 12, 2021 the Staff of the U.S. Securities and Exchange Commission (the
"SEC") released the "Staff Statement on Accounting and Reporting Considerations
for Warrants Issued by Special Purpose Acquisition Companies ("SPACs")" (the
"Staff Statement"). The Staff Statement sets forth the conclusion of the SEC's
Office of the Chief Accountant that certain provisions included in the warrant
agreements entered into by many SPACs, such as European Biotech Acquisition
Corp. (the "Company"), require such warrants to be accounted for as liabilities
measured at fair value, rather than as equity securities, with changes in fair
value during each financial reporting period reported in earnings. The Company
has previously classified its private placement warrants and public warrants as
equity.
The Company's management and the Audit Committee of the Company's board of
directors (the "Audit Committee") are working to determine whether, in light of
the Staff Statement, it is appropriate to restate the Company's previously
issued audited financial statements as of March 18, 2021. Given the scope of the
process for evaluating the impact of the Staff Statement on the Company's
financial statements, the Company was unable to complete and file its Quarterly
Report on Form 10-Q for the period ended March 31, 2021 (the "Quarterly Report")
by the required due date of May 17, 2021. On May 17, 2021, the Company filed a
Form 12b-25 Notification of Late Filing with the SEC related to the Quarterly
Report. The Company is working diligently to prepare and file the Quarterly
Report as soon as reasonably practicable.
On May 28, 2021, the Company received a notice (the "Notice") from the Nasdaq
Stock Market LLC ("Nasdaq") indicating that as a result of the Company's failure
to timely file its Quarterly Report, the Company no longer complies with the
continued listing requirements set forth in Nasdaq Listing Rule 5250(c)(1).
The Notice advises that under Nasdaq's rules, the Company now has 60 calendar
days to submit a plan to regain compliance, and if Nasdaq accepts the Company's
plan, it will have up to 180 calendar days from the filing due date to regain
compliance. The Company can regain compliance with Nasdaq listing standards
during this 180 day period when the Company files its Quarterly Report with the
SEC. The Company's securities will remain listed on Nasdaq under the symbols
"EBAC," "EBACU" and "EBACW."
The Notice has no immediate impact on the listing of the Company's securities,
which will continue to trade on Nasdaq, subject to the Company's compliance with
other applicable continued listing requirements.
Item 8.01. Other Events.
On June 4, 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed with this Form 8-K:
Exhibit No. Description of Exhibits
99.1 Press Release, dated June 4, 2021
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