UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
|
001-39128
|
|
SEC FILE NUMBER
|
|
|
|
85236Q109
|
|
CUSIP NUMBER
|
(Check
One):
☐
Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q and Form 10-D ☐ Form N-SAR ☐ 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 Form N-SAR
For
the Transition Period Ended: N/A
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: N/A
PART I - REGISTRANT INFORMATION
Full Name of Registrant:
Stable Road Acquisition
Corp.
Former Name if Applicable:
N/A
Address of Principal Executive Office (Street and Number):
1345 Abbot Kinney
Blvd.
City, State and Zip Code:
Venice, California
90291
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 reasons 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-SAR 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 the reasons why
Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed
time period.
Stable Road
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 “Q1 2021 Form 10-Q”)
by the prescribed due date for the reasons described below.
On April 12, 2021, the Staff of the U.S. Securities
and Exchange Commission (the “SEC”) issued the “Staff Statement on Accounting and Reporting Considerations
for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”),
which clarified guidance for all SPAC-related companies regarding the accounting and reporting for their warrants. Following review of
the SEC Statement, the Company is reevaluating the accounting treatment of its public warrants and private placement warrants as equity
to determine whether, based on the SEC Statement, the public warrants and private placement warrants should be, and should previously
have been, classified as a liability measured at fair value, with non-cash fair value adjustments recorded in earnings at each
reporting period.
The Company is currently evaluating the extent
of the SEC Statement’s impact on its financial statements as of and for the fiscal quarter ended March 31, 2021 included in the
Q1 2021 Form 10-Q (the “Q1 2021 Financials”) and its previously filed financial statements as of December 31,
2020 and 2019 and for year ended December 31, 2020 and for the period from May 28, 2019 (inception) through December 31, 2019 (the “2020
Financials”) included in the Company’s Annual Report on Form 10-K filed with the SEC on March 8, 2021 (the “2020
10-K”). The Company is also evaluating the impact of the SEC Statement on its internal control over financial reporting
related to accounting for its public and private placement warrants. Following the completion of the Company’s evaluation, the Company
may determine that it is necessary to amend the 2020 10-K and restate the 2020 Financials and/or correct the accounting treatment for
its public and private placement warrants in the Q1 2021 Financials. To the extent the Company is required to restate the 2020 Financials,
the Company may also determine that it has a material weakness in its internal control over financial reporting.
The Company is working diligently
to complete the Q1 2021 Form 10-Q as soon as possible; however, given the scope of the process for determining the appropriate
treatment of the public warrant and private placement warrants in accordance with the SEC Statement and appropriately reporting such treatment
in the Q1 2021 Form 10-Q, 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 as promptly as possible.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact
in regard to this notification
Brian Kabot
|
|
(833)
|
|
478-2253
|
(Name)
|
|
(Area Code)
|
|
(Telephone Number)
|
(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.
Disclosures About Forward-Looking Statements
This Notification of Late Filing on Form 12b-25
contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and such statements are
intended to be covered by the safe harbor provided by the same. These statements are based on the current beliefs and expectations of
the Company’s management and are subject to significant risks and uncertainties. The above statements regarding the correction of
errors in the Company’s financial statements related to the accounting treatment of the public warrants and private placement warrants,
as well as the effect of the revision on any periodic SEC filings, including the timing of filing such reports, constitute forward-looking
statements that are based on the Company’s current expectations. Because these forward-looking statements involve risks and uncertainties,
there are important factors that could cause future events to differ materially from those in the forward-looking statements, many of
which are outside of the Company’s control. These factors include, but are not limited to, a variety of risk factors affecting the
Company’s business and prospects, see “Risk Factors” in the Company’s annual, quarterly reports and subsequent
reports filed with the SEC, as amended from time to time. The Company does not undertake to update the forward-looking statements to reflect
the impact of circumstances or events that may arise after the date of the forward-looking statements.
Stable
Road Acquisition Corp.
(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date:
|
May 18, 2021
|
|
By:
|
/s/ Brian Kabot
|
|
|
|
|
Name:
|
Brian Kabot
|
|
|
|
|
Title:
|
Chief Executive Officer
|
4
Grafico Azioni Stable Road Acquisition (NASDAQ:SRACU)
Storico
Da Giu 2024 a Lug 2024
Grafico Azioni Stable Road Acquisition (NASDAQ:SRACU)
Storico
Da Lug 2023 a Lug 2024