Notification That Quarterly Report Will Be Submitted Late (nt 10-q)
November 16 2021 - 5:14AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
Commission File Number: 001-40167
NOTIFICATION OF LATE FILING
¨ Form 10-K
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¨ Form 20-F
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¨ Form 11-K
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x Form 10-Q
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¨ Form 10-D
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¨ Form N-SAR
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¨ Form N-CSR
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For Period Ended: September 30, 2021
¨ Transition Report on Form 10-K
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¨ Transition Report on Form 10-Q
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¨ Transition Report on Form 20-F
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¨ Transition Report on Form N-SAR
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¨ Transition Report on Form 11-K
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For the Transition Period Ended: _______________________________________
Nothing in this form shall
be construed to imply that the Commission has verified any information contained herein.
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
Full name of registrant
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Tribe Capital Growth Corp I
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Former name if applicable
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Address of principal executive office
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2700 19th Street
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City, state and zip code
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San Francisco, California 94110
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PART II
RULE 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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(a)
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The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
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x
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(b)
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The subject annual report, semi-annual report, transition report on Form 10-K, 20-F, 11-K or Form N-SAR or Form N-CSR, or portion thereof will be filed on or before the 15th 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 the reasons why Form 10-K, 11-K, 20-F, 10-Q, N-SAR, N-CSR, or the transition report portion thereof, could not be filed within
the prescribed time period.
Tribe Capital Growth Corp I (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 September 30, 2021 (the “Q3 2021 Form 10-Q”) by the prescribed due date for the reasons described below.
In light of recent guidance
provided by the U.S. Securities and Exchange Commission (the “SEC”), the management of Tribe Capital Growth Corp I (the “Company”)
has re-evaluated the Company’s application of ASC 480-10-S99-3A to its accounting classification of the shares of Class A common
stock, par value $0.0001 per share (the “Public Shares”), issued as part of the units sold in the Company’s initial
public offering (the “IPO”) on March 9, 2021. Historically, a portion of the Public Shares were classified as permanent equity
to maintain net tangible assets greater than $5,000,000 on the basis that the Company will consummate its initial business combination
only if the Company has net tangible assets of at least $5,000,001. Pursuant to such re-evaluation, the Company’s management has
determined that the Public Shares include certain provisions that require classification of all of the Public Shares as temporary
equity regardless of the minimum net tangible assets required to complete the Company’s initial business combination.
The Company is working diligently
to complete the Q3 2021 Form 10-Q as soon as possible; however, given the scope of the process for determining the appropriate treatment
of the Public Shares in accordance with the SEC’s guidance and ASC 480-10-S99-3A, the Company is unable to complete and file the
Q3 2021 Form 10-Q by the required due date of November 15, 2021 without unreasonable effort and expense. The Company does, however, expect
to file such report on or prior to the fifth calendar day following the prescribed due date for the Q3 Form 10-Q.
This report may include “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 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 registration statement and prospectus relating to the Company’s initial public offering 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 report, except as required by law.
PART
IV
OTHER
INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Arjun Sethi
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617
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567-9955
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(Name)
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(Area Code)
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(Telephone Number)
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(2) 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 the answer is no, identify report(s).
x Yes ¨ No
(3) 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 x No
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.
Tribe Capital Growth Corp I
(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its
behalf by the undersigned thereunto duly authorized.
Dated: November 16, 2021
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/s/ Arjun Sethi
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By:
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Arjun Sethi
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Title:
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Chief Executive Officer
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