Current Report Filing (8-k)
April 22 2021 - 3:19PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): April 22, 2021 (April 16, 2021)
Better
World Acquisition Corp.
(Exact
name of registrant as specified in its charter)
Delaware
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001-39698
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85-2448447
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification No.)
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733
Third Avenue
New
York, New York 10017
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: (212) 450-9700
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Units,
each consisting of one share of Common Stock and one Redeemable Warrant
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BWACU
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The
Nasdaq Stock Market LLC
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Common
Stock, par value $0.0001 per share
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BWAC
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The
Nasdaq Stock Market LLC
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Warrants,
each exercisable for one share of Common Stock for $11.50 per share
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BWACW
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The
Nasdaq Stock Market LLC
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company þ
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.01. Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As
previously disclosed in the Current Report on Form 8-K filed on April 15, 2021 by Better World Acquisition Corp. (the “Company”),
on April 12, 2021, the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission
(the “SEC”) issued a statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants
Issued by Special Purpose Acquisition Companies” (the “Staff Statement”). The Staff Statement, among other things,
highlighted the potential accounting implications of certain terms that are common in warrants issued in connection with the initial
public offerings of special purpose acquisition companies (“SPAC”) such as the Company. The Company is continuing
to evaluate its financial statements for the year ended December 31, 2020 to determine whether its public and private warrants may be
required to be accounted for as liabilities, rather than equity, in its Annual Report on Form 10-K for the year ended December 31, 2020
(the “Form 10-K”). The Company is working diligently to finalize the financial statements and to file the Form 10-K
as soon as practicable.
On
April 16, 2021, the Company received a notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq
Stock Market LLC (“Nasdaq”) stating that the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) (the
“Rule”) because it has not timely filed the Form 10-K with the SEC. The Rule
requires listed companies to timely file all required periodic financial reports with the SEC.
Under
Nasdaq rules, the Company has 60 calendar days from the date of the Notice, or until June 15, 2021, to submit a plan to regain compliance
with the Rule. If Nasdaq accepts the Company’s plan, then Nasdaq may grant an exception of up to 180 calendar days from the due date
of the Form 10-K, or until October 12, 2021, to regain compliance. However, there can be no assurance that Nasdaq will accept the Company’s
plan to regain compliance or that the Company will be able to regain compliance within any extension period granted by Nasdaq. If
Nasdaq does not accept the Company’s plan, then the Company will have the opportunity
to appeal that decision to a Nasdaq hearings panel.
The
Notice has no immediate effect on the listing or trading of the Company’s securities. However,
if the Company fails to timely regain compliance with the Rule, the Company’s securities will be subject to delisting from the
Nasdaq Capital Market.
Item 8.01.
Other Events.
On
April 22, 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
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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Better
World Acquisition Corp.
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By:
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/s/
Rosemary L. Ripley
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Name:
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Rosemary
L. Ripley
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Title:
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Chief
Executive Officer
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Dated:
April 22, 2021
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2
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