Stemming from SEC Guidance Concerning Balance Sheet Treatment of Warrants, Tailwind International Acquisition Corp. Announce...
June 01 2021 - 3:00PM
Tailwind International Acquisition Corp. (NYSE: TWNI) (the
“Company”) today announced that it received a formal notice of
non-compliance from the New York Stock Exchange (the “NYSE”)
relating to the Company’s failure to timely file its Quarterly
Report on Form 10-Q for the quarter ended March 31, 2021 (the “Form
10-Q”) as required under the timely filing criteria established in
Section 802.01E of the NYSE Listed Company Manual.
On April 12, 2021, the staff of the Securities
and Exchange Commission (“SEC”) issued “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 (the “Q1
Financials”) and filing its Form 10-Q with the SEC by the
prescribed deadline.
Under NYSE rules, the Company generally has six
months following receipt of the notification of non-compliance to
regain compliance with the continued listing standard, subject to
any extensions by NYSE.
The Company believes the change in SEC guidance
does not affect its strategy to acquire a target business or
financial performance. The Company is in compliance with all other
NYSE continued listing standards. The Company expects to file the
Form 10-Q in the very near term and does not foresee any risk of
non-compliance with the NYSE six-month remediation timeframe.
About Tailwind International Acquisition
Corp.
The Company is a blank check company formed for
the purpose of effecting a merger, share exchange, asset
acquisition, share purchase, reorganization or similar business
combination with one or more businesses in the technology and
direct-to-consumer sectors in international markets, especially
Europe.
Cautionary Statement Regarding Forward-Looking
Statements
Certain statements in this press release are
“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 impact of the
Statement on the Company’s Q1 Financials with respect to the
accounting treatment of its warrants, including the timing of
filing the Form 10-Q, 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, including those set forth in the
“Risk Factors” section of the Company’s final prospectus relating
to the Company’s initial public offering and subsequent reports
filed with the SEC, as amended from time to time. Any
forward-looking statements are made only as of the date hereof, and
unless otherwise required by applicable securities laws, the
Company disclaims any intention or obligation to update or revise
any forward-looking statements, whether as a result of new
information, future events or otherwise.
Contact:
Tailwind International Acquisition Corp.
Team@TailwindAcquisition.com
Tailwind International A... (NYSE:TWNI)
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