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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
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SEC File Number
001-39768
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NOTIFICATION OF LATE FILING
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CUSIP Number
76156P106
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(Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form
10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR
For Period Ended: March 31, 2021
☐
Transition Report on Form 10-K
☐
Transition Report on Form 20-F
☐
Transition Report on Form 11-K
☐
Transition Report on Form 10-Q
☐
Transition Report on N-SAR
For the Transition Period Ended:
Nothing
in this form shall be construed to imply that the Commission has verified any information contained herein.
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
Full Name of Registrant:
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Revolution Acceleration Acquisition Corp
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Former Name if Applicable:
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Not applicable.
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Address of Principal Executive Office
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(Street and Number):
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17 Rhode Island Avenue, NW 10th floor
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City, State and Zip Code:
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Washington, D.C. 20036
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Part II – Rules 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) ☒
(a) The
reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
(b) 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
(c) The
accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
Part III – Narrative
State below in reasonable detail why Forms 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.
Revolution Acceleration Acquisition
Corp (the “Company”) has determined that it is unable, without unreasonable effort or expense, to file its Quarterly Report
on Form 10-Q for the fiscal quarter ended March 31, 2021 (the “Form 10-Q”) by the prescribed due date for the reasons described
below.
On April 12, 2021, the Acting
Director of the Division of Corporation Finance and Acting Chief Accountant of the U.S. Securities and Exchange Commission (the “SEC”)
together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies
entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies
(‘SPACs’)” (the “SEC Staff Statement”).
On April 29, 2021, in further
consideration of the guidance in the SEC Staff Statement and Accounting Standards Codification (“ASC”) 815-40, Derivatives
and Hedging: Contracts in an Entities Own Equity, the Company concluded that a provision in the warrant agreement governing (i) its 9,583,333
redeemable warrants (the “Public Warrants”) that were included in the units issued by the Company in its initial public offering
(the “IPO”) and (ii) the 5,166,667 warrants (together with the Public Warrants, the “Warrants”) that were issued
via private placement, related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity.
As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants are now recorded as derivative liabilities
on the balance sheet and measured at fair value at inception (on the closing date of the IPO) and at each reporting date in accordance
with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the statement of operations in the period
of change.
The Company is working diligently
to complete the Form 10-Q as soon as possible; however, given the scope of the process for determining the appropriate treatment of the
Warrants in accordance with the SEC Staff Statement and ASC 815-40, the Company is unable to complete and file the Form 10-Q by the required
due date of May 17, 2021 without unreasonable effort and expense. The Company plans to file the Form 10-Q as soon as practicably possible.
This report may include “forward-looking
statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. All statements, including relating to the filing of the 10-Q, other than statements of historical fact included
in this report are forward-looking statements. When used in this report, words such as “anticipate,” “believe,”
“estimate,” “expect,” “intend” and similar expressions, as they relate to the Company or its management
team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions
made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated
by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the SEC. All subsequent
written or oral forward-looking statements attributable to the Company or persons acting on its behalf are qualified in their entirety
by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company,
including those set forth in the Risk Factors section of the Company’s Amendment No. 1 to the Annual Report for the fiscal year
ended December 31, 2021 filed with the SEC. Copies of such filings are available on the SEC’s website, www.sec.gov. The Company
undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Part IV – Other Information
(1) Name and telephone number of person to contact in regard
to this notification
John K. Delaney
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(202)
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776-1400
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(Name)
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(Area Code)
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(Telephone Number)
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(2) 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
(3) 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
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.
On April 12, 2021, the Acting
Director of the Division of Corporation Finance and Acting Chief Accountant of the SEC together
issued the SEC Staff Statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition
companies.
On April 29, 2021, in further
consideration of the guidance in the SEC Staff Statement and ASC 815-40, Derivatives and Hedging: Contracts in an Entities Own Equity,
the Company concluded that a provision in the warrant agreement governing the Warrants related to certain tender or exchange offers precludes
the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in
ASC 815, the Warrants are now recorded as derivative liabilities on the balance sheet and measured at fair value at inception (on the
closing date of the IPO) and at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in
fair value recognized in the statement of operations in the period of change.
While the Company has not generated any operating
revenues to date and will not generate any operating revenues until after completion of its initial business combination, at the earliest,
if the Company determines to account for the Warrants as liabilities, the change in fair value of the Warrants will be a non-cash charge
and will be reflected in the Company’s statement of operations. The Company currently expects to have a net loss of $9,627,185 for
the three months ended March 31, 2021.
In addition, there is not a corresponding period
in the last fiscal year because the Company's IPO was not consummated until October 21, 2020.
SIGNATURE
Revolution Acceleration Acquisition Corp has caused
this notification to be signed on its behalf by the undersigned hereunto duly authorized.
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Revolution Acceleration Acquisition Corp
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By:
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/s/ John K. Delaney
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John K. Delaney
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Chief Financial Officer
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Date: May 17, 2021
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