Business Context and Reporting Period
Company: Trebia Acquisition Corp. (Note: Request metadata listed "System1, Inc.", but the filing text identifies Trebia Acquisition Corp.)
Filing Type: Form 8-K (Current Report)
Date of Report: May 25, 2021
Reporting Period: Fiscal quarter ended March 31, 2021 (Q1 2021)
Business Context: The registrant is a Special Purpose Acquisition Company (SPAC) incorporated in the Cayman Islands. Its securities (Units, Class A ordinary shares, and Redeemable Warrants) are listed on the New York Stock Exchange (NYSE).
Key Financial Metrics
This filing is a notice of delisting risk and does not contain specific financial performance data (revenue, profit, cash flow, margins, debt, or liquidity) for the period. The filing explicitly states that the Form 10-Q for the quarter ended March 31, 2021, was not filed timely. Consequently, the filing text does not provide clear values for financial metrics.
Material Changes and Events
- Delisting Notice: On May 25, 2021, the Company received a notice from the NYSE stating it is not in compliance with Section 802.01E of the NYSE Listed Company Manual due to the failure to timely file its Q1 2021 Form 10-Q.
- Reason for Delay: The delay is attributed to the Company's review of the April 12, 2021, SEC Staff Statement regarding accounting and reporting considerations for warrants issued by SPACs. The Company is assessing the impact of this statement on its unaudited financial statements.
- Compliance Timeline: Under NYSE rules, the Company has six months from the original filing due date to file the Form 10-Q to regain compliance. Failure to file within this period may result in suspension and delisting, though the NYSE may grant an additional six-month extension at its discretion.
Guidance, Outlook, and Risks
Management Commentary: The Company states it is working diligently to complete and file the Form 10-Q as soon as reasonably practicable.
Risks and Contingencies:
- Delisting Risk: If the Company fails to file the required Form 10-Q within the six-month window (or any granted extension), its securities are subject to suspension and delisting from the NYSE.
- Accounting Uncertainty: The review of the SEC Statement on SPAC warrants has caused significant delays in financial reporting.
- Forward-Looking Statements: The filing includes standard disclaimers that expectations regarding the timing of the Form 10-Q filing involve significant risks and uncertainties.
Investor Verification Checklist
- Verify the current status of the Q1 2021 Form 10-Q filing on the SEC EDGAR database.
- Monitor NYSE communications regarding the Company's compliance status and potential delisting timeline.
- Review the Company's subsequent filings for the final accounting treatment of warrants following the SEC Staff Statement review.
- Check for any press releases or updates regarding the extension of the compliance period.