Notification That Quarterly Report Will Be Submitted Late (nt 10-q)
18 Mai 2021 - 12:08PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
12b-25
NOTIFICATION
OF LATE FILING
SEC
File Number:___________
CUSIP
Number: _____________
NOTIFICATION
OF LATE FILING
(Check
one):
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☐
Form 10-K ☐ Form
20-F ☐ Form 11-K
☒ Form 10-Q
☐ Form 10-D ☐ Form N-CEN
☐ Form N- CSR
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For Period Ended: March
31, 2021
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☐ Transition Report on Form
10-K
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☐ Transition Report on Form
20-F
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☐ Transition Report
on Form 11-K
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☐ Transition
Report on Form 10-Q
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For the Transition Period
Ended:
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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
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Lead Edge Growth
Opportunities, Ltd
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Full Name of Registrant.
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Former Name if Applicable
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96 Spring St.,
5th Floor
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Address of Principal Executive Office (Street
and Number)
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New York, NY
10012
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City, State and Zip Code:
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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)
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☒
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(a) The
reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable
effort or expense;
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(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
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(c) The
accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
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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.
Lead Edge Growth Opportunities,
Ltd (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 reevaluated the accounting treatment of its public and private
placement warrants as equity, and concluded that, based on the SEC Statement, public 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 determining the extent of the SEC Statement’s impact on its financial statements, including the 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”).
The Company is evaluating the impact of this revision on its internal control over financial reporting related to accounting for its
public and private placement warrants.
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 its public and private placement warrants in accordance with the SEC Statement, 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.
PART
IV — OTHER INFORMATION
(1)
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Name and telephone number of person to contact in regard
to this notification
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Mitchell
H. Green
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(212)
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984-2421
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(Name)
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(Area
Code)
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(Telephone
Number)
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(2)
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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 answer is no, identify report(s). Yes ☒ No ☐
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(3)
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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 ☒
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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.
Cautionary
Note on Forward-Looking Statements
All
statements other than statements of historical fact included in this Form 12b-25 including, without limitation, statements regarding
our financial position, business strategy and the plans and objectives of management for future operations, are forward looking statements.
When used in this Form 12b-25, words such as “may,” “should,” “could,” “would,” “expect,”
“plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative
of such terms or other similar expressions, as they relate to us or our management, identify forward looking statements. Factors that
might cause or contribute to such a discrepancy include, but are not limited to, those described in our other SEC filings. Such forward
looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, our
management. No assurance can be given that results in any forward-looking statement will be achieved and actual results could be affected
by one or more factors, which could cause them to differ materially. The cautionary statements made in this Form 12b-25 should be read
as being applicable to all forward-looking statements whenever they appear in this Annual Report. For these statements, we claim the
protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act. Actual results
could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in our filings
with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified
in their entirety by this paragraph.
Lead
Edge Growth Opportunities, Ltd
has
caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: May 17, 2021
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By:
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/s/
Mitchell H. Green
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Name:
Mitchell H. Green
Title:
Chief Executive Officer
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