Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
As previously disclosed in the Current Report on Form 8-K filed on April 15,
2021 by Better World Acquisition Corp. (the "Company"), on April 12, 2021, the
staff (the "Staff") of the Division of Corporation Finance of the Securities and
Exchange Commission (the "SEC") issued a statement entitled "Staff Statement on
Accounting and Reporting Considerations for Warrants Issued by Special Purpose
Acquisition Companies" (the "Staff Statement"). The Staff Statement, among other
things, highlighted the potential accounting implications of certain terms that
are common in warrants issued in connection with the initial public offerings of
special purpose acquisition companies ("SPAC") such as the Company. The Company
is continuing to evaluate its financial statements for the year ended December
31, 2020 to determine whether its public and private warrants may be required to
be accounted for as liabilities, rather than equity, in its Annual Report on
Form 10-K for the year ended December 31, 2020 (the "Form 10-K"). The Company is
working diligently to finalize the financial statements and to file the Form
10-K as soon as practicable.
On April 16, 2021, the Company received a notice (the "Notice") from the Listing
Qualifications Department of The Nasdaq Stock Market LLC ("Nasdaq") stating that
the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) (the
"Rule") because it has not timely filed the Form 10-K with the SEC. The Rule
requires listed companies to timely file all required periodic financial reports
with the SEC.
Under Nasdaq rules, the Company has 60 calendar days from the date of the
Notice, or until June 15, 2021, to submit a plan to regain compliance with the
Rule. If Nasdaq accepts the Company's plan, then Nasdaq may grant an exception
of up to 180 calendar days from the due date of the Form 10-K, or until October
12, 2021, to regain compliance. However, there can be no assurance that Nasdaq
will accept the Company's plan to regain compliance or that the Company will be
able to regain compliance within any extension period granted by Nasdaq. If
Nasdaq does not accept the Company's plan, then the Company will have the
opportunity to appeal that decision to a Nasdaq hearings panel.
The Notice has no immediate effect on the listing or trading of the Company's
securities. However, if the Company fails to timely regain compliance with the
Rule, the Company's securities will be subject to delisting from the Nasdaq
Item 8.01. Other Events.
On April 22, 2021, the Company issued a press release announcing its receipt of
the Notice. A copy of the press release is attached hereto as Exhibit 99.1 and
is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
99.1 Press Release, dated April 22, 2021
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