Current Report Filing (8-k)
June 04 2021 - 3:38PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 28,
2021
ONE EQUITY PARTNERS OPEN WATER I CORP.
(Exact name of registrant as specified in its
charter)
Delaware
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001- 39922
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85-2827264
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(State or other jurisdiction of
incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer
Identification Number)
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c/o OEP Open Water I Holdings, LLC
510 Madison Avenue, 19th Floor
New York, New York
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10022
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including
area code: (212) 277-1500
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 to 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 Class A common stock, $0.0001 par value, and one-third of one warrant
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OEPW.U
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The Nasdaq Stock Market LLC
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Shares of Class A common stock included as part of the units
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OEPW
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The Nasdaq Stock Market LLC
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Warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50
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OEPWW
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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 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company x
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
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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
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On May 28, 2021, One Equity Partners
Open Water I Corp (the “Company”) received a deficiency letter from the Nasdaq Capital Market (“NASDAQ”) indicating
that it is not in compliance with Section 5250(c) of the NASDAQ Rules and Regulations as a result of its failure to timely file the Form
10-Q for the fiscal quarter ended March 31, 2021 (the “Form 10-Q”).
On April 12, 2021, the staff of the
Securities and Exchange Commission (“SEC”) issued a public statement entitled “Staff Statement on Accounting and Reporting
Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “Statement’),
which clarified guidance for all SPAC-related companies regarding the accounting and reporting for their warrants. The immediacy of the
effective date of the new guidance set forth in the Statement has resulted in a significant number of SPACs re-evaluating the accounting
treatment for their warrants with their professional advisors, including auditors and other advisors responsible for assisting SPACs in
the preparation of financial statements. This, in turn, has resulted in the Company’s delay in preparing and finalizing its financial
statements as of and for the quarter ended March 31, 2021 and filing its Form 10-Q with the SEC by the prescribed deadline.
Under the NASDAQ’s rules, the Company
has 60 calendar days from the date of the deficiency letter to submit to NASDAQ a plan to regain compliance with the NASDAQ Listing Rules.
As required by the NASDAQ rules, on June 4, 2021, the Company issued a press release regarding the matters described in this Item 3.01.
A copy of the press release is included as Exhibit 99.1 to this Current Report and incorporated herein by reference.
Item 9.01
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Financial Statements and Exhibits.
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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.
Dated: June 4, 2021
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ONE EQUITY PARTNERS OPEN WATER I CORP.
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By:
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/s/ Jessica Marion
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Name:
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Jessica Marion
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Title:
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Chief Financial Officer
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