Notification That Quarterly Report Will Be Submitted Late (nt 10-q)
May 18 2021 - 1:03PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
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001-40232
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SEC File Number
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00439D 102
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CUSIP Number
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(Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form
11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR
For Period Ended: March
31, 2021
☐ Transition Report
on Form 10-K
☐ Transition Report
on Form 20-F
☐ Transition Report
on Form 11-K
☐ Transition Report
on Form 10-Q
For the Transition Period Ended:
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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
Accelerate Acquisition Corp.
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Full name of Registrant
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N/A
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Former name if Applicable
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51 John F. Kennedy Parkway
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Address of Principal Executive Office (Street and number)
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Short Hills, New Jersey 07078
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City, State and Zip Code
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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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☒
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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.
Accelerate Acquisition Corp. (the “Company”) has determined
that it is unable, without unreasonable effort or expense, to file its Form 10-Q for the fiscal quarter ended March 31, 2021 (the “Form
10-Q”) by the prescribed due date for the reasons described herein.
On April 12, 2021, the staff of the Securities and Exchange
Commission (the “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. Following review of the Statement, the Company reevaluated the accounting treatment of its public warrants and private
placement warrants as equity, and concluded that, based on the Statement, the public warrants and private placement warrants should
be, and should previously have been, classified as a liability measured at fair value, with non-cash fair value adjustments recorded
in earnings at each reporting period.
The
Company is currently determining the extent of the Statement’s impact on its financial statements as of and for the period from
December 30, 2020 through March 31, 2021 included in the Q1 2021 Form 10-Q (the “Q1 2021 Financials”). The Company is evaluating
the impact of the SEC Statement on its internal control over financial reporting related to accounting for its public and private placement
warrants.
The
Company is working diligently to complete the Q1 2021 Form 10-Q as soon as possible; however, given the scope of the process
for determining the appropriate treatment of the public warrant and private placement warrants in accordance with the SEC Statement and
appropriately reporting such treatment in the Q1 2021 Form 10-Q, the Company is unable to complete and file the Q1 2021 Form 10-Q by
the required due date of May 17, 2021 without unreasonable effort and expense. The Company does, however, expect to file such report
within five calendar days thereof.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Michael Simoff
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(973)
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314-3060
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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). ☒
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 ☒ 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.
Disclosures About Forward-Looking Statements
This Notification of Late Filing on Form 12b-25 contains
forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and such statements are intended
to be covered by the safe harbor provided by the same. These statements are based on the current beliefs and expectations of the Company’s
management and are subject to significant risks and uncertainties. The above statements regarding the correction of errors in the Company’s
financial statements related to the accounting treatment of the public warrants and private placement warrants, as well as the effect
of the revision on any periodic SEC filings, including the timing of filing such reports, constitute forward-looking statements
that are based on the Company’s current expectations. Because these forward-looking statements involve risks and uncertainties,
there are important factors that could cause future events to differ materially from those in the forward-looking statements, many of
which are outside of the Company’s control. These factors include, but are not limited to, a variety of risk factors affecting the
Company’s business and prospects, see “Risk Factors” in the Company’s annual, quarterly reports and subsequent
reports filed with the SEC, as amended from time to time. The Company does not undertake to update the forward-looking statements to reflect
the impact of circumstances or events that may arise after the date of the forward-looking statements.
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Accelerate Acquisition Corp.
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(Name of Registrant as Specified in Charter)
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has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: May 18, 2021
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By:
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/s/ Michael Simoff
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Michael Simoff
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Chief Financial Officer
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