Notification That Quarterly Report Will Be Submitted Late (nt 10-q)
May 18 2021 - 5:04AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
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(Check One):
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¨ 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-CEN
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¨ Form N-CSR
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For Period Ended: March 31, 2021
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¨
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Transition Report on Form 10-K
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¨
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Transition Report on Form 20-F
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¨
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Transition Report on Form 11-K
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¨
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Transition Report on Form 10-Q
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For the Transition Period Ended:
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Read Instruction (on back page) Before Preparing Form.
Please Print or Type.
Nothing in this form shall be construed to imply that
the Commission has verified any information contained herein.
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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
Group
Nine Acquisition Corp.
Full name of Registrant
N/A
Former name if Applicable
568 Broadway, Floor 10
Address of Principal Executive Office (Street and number)
New
York, New York 10012
City, State and Zip Code
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, Form 20-F, Form 11-K, FORM N-CEN or Form N- CSR, or portion thereof will be filed on or before the fifteenth 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 why Form 10-K, 20-F,
11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
Group Nine Acquisition Corp. (the “Company”)
is not filing by the prescribed due date its Form 10-Q for the three months ended March 31, 2021 (the “Form 10-Q”). The Company
is unable, without unreasonable effort or expense, to file its Form 10-Q by the prescribed filing date due to a delay experienced by the
Company in completing its financial statements and other disclosures in the Form 10-Q. This delay principally relates to the Company’s
conclusion that its outstanding warrants do not meet the criteria under ASC 815-40, Derivatives and Hedging—Contracts in Entity’s
Own Equity to be classified in stockholders’ equity and the subsequent preparation of the Company’s financial statements
with such warrants classified on the Company’s balance sheet as fair value liabilities. The Company anticipates that it will file
the Form 10-Q no later than the fifth calendar day following the prescribed filing date.
PART IV - OTHER INFORMATION
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(1)
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Name and telephone number of person to contact in regard to this notification.
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Sean Macnew
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646
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786-1980
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(Name)
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(Area Code)
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(Telephone Number)
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(2)
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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
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(3)
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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
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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.
Group Nine Acquisition Corp.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by
the undersigned thereunto duly authorized.
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Date: May 17, 2021
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By:
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/s/ Sean Macnew
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Sean Macnew
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Chief Executive Officer
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Group Nine Acquisition (NASDAQ:GNAC)
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