Announcement • Jun 02
JOFF Fintech Acquisition Receives Notice from Nasdaq Regarding Late Filing of Quarterly Report on Form 10-Q JOFF Fintech Acquisition Corp. announced that it has received, on May 26, 2021, a notice (“Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) as a result of its failure to file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 (the "Form 10-Q") in a timely fashion. The Notice advised the Company that it was not in compliance with Nasdaq’s continued listing requirements under the timely filing criteria established in Nasdaq Listing Rule 5250(c)(1). As reported by the Company in its Form 12b-25 filed with the Securities and Exchange Commission (the "SEC") on May 17, 2021, the Company was unable to file its Form 10-Q within the prescribed time period without unreasonable effort or expense. The extension period provided under Rule 12b-25 expired on May 24, 2021. The Company was unable to meet the filing deadline for its Form 10-Q due to the Company’s conclusion that its outstanding warrants should be accounted for as a liability and the scope and process for updating the Company’s financial statements accordingly. It continues to work diligently to complete the Form 10-Q as soon as possible. Nasdaq has informed the Company that, under Nasdaq rules, the Company will have 60 calendar days from the date of the Notice to file its Form 10-Q with the SEC, or July 26, 2021. The Company can regain compliance with Nasdaq listing standards during this sixty-day period when the Company files its Form 10-Q with the SEC. During the sixty-day period, Nasdaq will closely monitor the status of the Company's late filing and related public disclosures. If the Company fails to file its Form 10-Q within such sixty-day period, Nasdaq may, in its sole discretion, allow the Company's units, warrants and common stock to trade for up to 180 days from the Form 10-Q’s filing due date, or November 22, 2021) (an “Additional Period”) depending on specific circumstances, as outlined in the rule. If Nasdaq determines that an Additional Period is not appropriate, suspension and delisting procedures will commence pursuant to the Nasdaq Listing Rules. If Nasdaq determines that an Additional Period is appropriate, and the Company fails to file its Form 10-Q and any subsequent delayed filings by the end of that period, suspension and delisting procedures will generally commence. Regardless of the procedures described above, Nasdaq may commence delisting proceedings at any time during the period that is available to complete the filing, if circumstances warrant. As noted above, the Company is working diligently to complete its Form 10-Q. The Company intends to file it as soon as practicable to regain compliance with Nasdaq continued listing standards. No assurance can be given that the Company will be able to regain compliance with the aforementioned listing requirement or maintain compliance with the other continued listing requirements set forth in the Nasdaq Listing Rules. If the Company's units, warrants and common stock are ultimately suspended from trading on, or delisted from, Nasdaq for any reason, it could have adverse consequences including, among others: lower demand and market price for the Company's securities; adverse publicity; and a reduced ability to consummate a business combination. 
