SEC File Number: 001-40292
CUSIP Number: G9152V101
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
☐ Form 20-F ☐ Form 11-K
☒ Form 10-Q
☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR
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For Period Ended: March 31, 2021
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☐ Transition Report on Form 10-K
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☐ Transition Report on Form 20-F
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☐ Transition Report on Form 11-K
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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
two
Full name of Registrant
N/A
Former name if Applicable
16 FUNSTON AVENUE, SUITE A
THE PRESIDIO OF SAN FRANCISCO
Address of Principal Executive Office (Street and number)
SAN FRANCISCO, CA 94129
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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☒
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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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(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.
two (the “Company”) has determined that it is unable, without unreasonable effort or expense, to file its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021 (the “Q1 2021 Form 10-Q”) by the prescribed filing date due to the reasons described below.
On April 12, 2021, the Securities and Exchange Commission (“SEC”) released a statement regarding the accounting classification of special
acquisition purpose company warrants as equity or liabilities. Although the Company has not issued any warrants and is not directly affected by the SEC’s statement, the resulting analysis has diverted resources such that 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.
Forward-Looking Statements
This
notification contains “forward-looking statements.” These statements are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements reflect management’s current
expectations based on currently available operating, financial and competitive information, but are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those anticipated in or implied by the
forward-looking statements. Our forward-looking statements are generally identified with words such as “anticipate,” “believe,” budgeted,” “continue,” “could,” “estimate,” “expect,”
“forecast,” “goal,” “intend,” “may,” “objective,” “plan,” “potential,” “predict,” “projection,” “scheduled,” “should,” or other similar
words. Risks, uncertainties and assumptions that could affect our forward-looking statements include, among other things the risk related to the impact of the COVID-19 pandemic in geographic regions or markets
served by us, or where our operations are located, including the risk of global recession and the other risk factors that have been listed from time to time in the Company’s SEC reports, including but not limited to the Company’s Annual
Report on Form 10-K for the year ended December 31, 2020, and will be listed from time to time in the Company’s SEC reports.
All forward-looking statements included in this notification should be considered in the context of these risks. Except as required by law, we undertake no
obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Investors and prospective investors are cautioned not to place undue reliance on such forward-looking
statements.
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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Troy B. Steckenrider III
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415
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480-1752
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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). ☒ 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 ☒ 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.
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two
(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/ Troy B. Steckenrider III
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Troy B. Steckenrider III
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Chief Financial Officer
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