Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On May 28, 2021, Tekkorp Digital Acquisition Corp. (the "Company") received a
notice (the "Notice") from the Listing Qualifications Department of The Nasdaq
Stock Market LLC (the "Exchange").
On April 12, 2021, the Acting Director of the Division of Corporation Finance
and Acting Chief Accountant of the U.S. 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 ('SPACs')" (the "SEC
Staff Statement"). As previously disclosed in the Company's Notification of Late
Filing on Form 12b-25, filed with the SEC on May 17, 2021 (the "Form 12b-25"),
given the scope of the process for determining the appropriate accounting
treatment of its outstanding warrants in accordance with the SEC Staff Statement
and Accounting Standards Codification ("ASC") 815-40, Derivatives and Hedging:
Contracts in an Entities Own Equity, the Company was unable to complete and file
its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2021
(the "Form 10-Q") by the required due date without unreasonable effort and
expense.
The Notice indicates that, as a result of not having timely filed the Form 10-Q
with the SEC, the Company is not in compliance with Nasdaq Listing Rule
5250(c)(1) (the "Listing Rule"). The Listing Rule requires listed companies to
timely file all required periodic reports with the SEC.
The Notice indicated that the Company can regain compliance with the Exchange's
listing standards at any time prior to June 14, 2021 by filing the Form 10-Q. If
the Company fails to file the Form 10-Q by such date, the Company may submit a
plan to regain compliance with the Listing Rule prior to such date and,
following receipt of such plan, the Exchange may grant, at its sole discretion,
an extension for the Company to regain compliance, depending on the specific
circumstances. The Notice also stated that the Exchange may nevertheless
commence delisting proceedings at any time if it deems that the circumstances
warrant.
Cautionary Statement Regarding Forward-Looking Statements
This report includes "forward-looking statements" within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. All statements, including relating to the
filing of the Form 10-Q, other than statements of historical fact included in
this report are forward-looking statements. When used in this report, words such
as "anticipate," "believe," "estimate," "expect," "intend" and similar
expressions, as they relate to the Company or its management team, identify
forward-looking statements. Such forward-looking statements are based on the
beliefs of management, as well as assumptions made by, and information currently
available to, the Company's management. Actual results could differ materially
from those contemplated by the forward-looking statements as a result of certain
factors detailed in the Company's filings with the SEC. All subsequent written
or oral forward-looking statements attributable to the Company or persons acting
on its behalf are qualified in their entirety by this paragraph. Forward-looking
statements are subject to numerous conditions, many of which are beyond the
control of the Company, including those set forth in the Risk Factors section of
the Company's Annual Report on Form 10-K, as it may be amended, filed with the
SEC. Copies of such filings are available on the SEC's website, www.sec.gov. The
Company undertakes no obligation to update these statements for revisions or
changes after the date of this release, except as required by law.
Item 7.01. Regulation FD Disclosure.
On May 28, 2021, the Company issued a press release, a copy of which is attached
as Exhibit 99.1, regarding the Notice.
Item 8.01. Other Events.
As previously disclosed in the Form 12b-25, the Company plans to file the Form
10-Q as soon as practicably possible.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibit is furnished with this Form 8-K:
Exhibit
No. Description of Exhibit
99.1 Press Release, dated May 28, 2021.
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