Benzinga | Jun 3, 2021 04:15PM EDT

Burgundy Technology Acquisition Corporation Says Receives Notification From Nasdaq Related To Delayed Quarterly Report

Burgundy Technology Acquisition Corporation (NASDAQ:BTAQ) (the "Company"), today announced it received a notice (the "Notice") on May 28, 2021 from the Listing Qualifications Department of The Nasdaq Stock Market ("Nasdaq") indicating that as a result of the Company's failure to timely file its Quarterly Report on Form 10-Q for the period ended March 31, 2021 (the "Quarterly Report"), the Company no longer complies with the continued listing requirements set forth in Nasdaq Listing Rule 5250(c)(1). The Notice has no immediate impact on the listing of the Company's securities, which will continue to trade on the Nasdaq Capital Market, subject to the Company's compliance with other applicable continued listing requirements.

As previously disclosed in the Current Report on Form 8-K filed by the Company on May 14, 2021, on April 12, 2021, the staff of the U.S. Securities and Exchange Commission (the "SEC") issued a statement pertaining to Special Purpose Acquisition Companies ("SPACs") entitled "Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies" (the "SEC Staff Statement"). In the SEC Staff Statement, the SEC staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC's balance sheet as opposed to equity. Since issuance on August 31, 2020, the outstanding warrants ("Warrants") to purchase Class A ordinary shares of the Company were accounted for as equity within the Company's balance sheet.

As disclosed in the Current Report on Form 8-K filed by the Company on May 14, 2021, the Company's audit committee (the "Audit Committee") concluded that, in light of the SEC Staff Statement and after discussion with the Company's management, it is appropriate to restate the Company's previously issued audited financial statements as of December 31, 2020 and for the period from June 4, 2020 (inception) through December 31, 2020. The Company intends to file an amendment to its Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (the "Amended 10-K"), which will include the restated audited financial statements of the Company as of December 31, 2020 and for the period from June 4, 2020 (inception) through December 31, 2020. Given the scope of the process for evaluating the impact of the SEC Staff Statement on the Company's financial statements and the Company's management's focus on preparing the Amended 10-K containing restated financial statements for the year ended December 31, 2020, the Company was unable to complete and file the Quarterly Report by the required due date of May 17, 2021. On May 18, 2021, the Company filed a Form 12b-25 Notification of Late Filing with the SEC related to the Quarterly Report. The Company is working diligently to prepare and file the Amended 10-K and the Quarterly Report as soon as reasonably practicable.

The Notice advises that under Nasdaq rules, the Company now has 60 calendar days from the date of the Notice to submit a plan to regain compliance with Nasdaq's continued listing requirements. If Nasdaq accepts the plan, Nasdaq may grant an exception of up to 180 calendar days from the filing due date to regain compliance. If Nasdaq does not accept the plan, the Company will have the opportunity to appeal that decision to a Nasdaq Hearings Panel.