0001193125-21-164671.txt : 20210518 0001193125-21-164671.hdr.sgml : 20210518 20210518083058 ACCESSION NUMBER: 0001193125-21-164671 CONFORMED SUBMISSION TYPE: NT 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210331 FILED AS OF DATE: 20210518 DATE AS OF CHANGE: 20210518 EFFECTIVENESS DATE: 20210518 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Cerberus Telecom Acquisition Corp. CENTRAL INDEX KEY: 0001824577 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: NT 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-39647 FILM NUMBER: 21933971 BUSINESS ADDRESS: STREET 1: 875 THIRD AVENUE, 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-891-2100 MAIL ADDRESS: STREET 1: 875 THIRD AVENUE, 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: Orthrus Acquisition Corp. DATE OF NAME CHANGE: 20200914 NT 10-Q 1 d110599dnt10q.htm NT 10-Q NT 10-Q

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 12b-25

 

 

NOTIFICATION OF LATE FILING

 

   

001-39647

   

SEC FILE NUMBER

   

G2040C 104

   

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:

        Cerberus Telecom Acquisition Corp.

Former Name if Applicable:

        N/A

Address of Principal Executive Office (Street and Number):

        875 Third Avenue

City, State and Zip Code:

        New York, New York, 10022

 

 

 

 

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.

Cerberus Telecom 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 “Quarterly Report”) 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 warrants and private placement warrants as equity, and concluded that, 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 previously filed restated financial statements for the period ended December 31, 2020 and audited balance sheet and unaudited pro forma balance sheet dated October 26, 2020 in Amendment No. 1 to its Annual Report on Form 10-K/A (the “Restatement”) on May 13, 2021.

As a result of the considerable time and dedication of resources required to complete the Restatement, the Company is unable to file the Quarterly Report by the prescribed due date of May 17, 2021 without unreasonable effort or expense. The Company does, however, expect to file the Quarterly Report by May 24, 2021 (as the fifth calendar day after such prescribed due date is a Saturday).

 

PART IV—OTHER INFORMATION

 

(1)          Name and telephone number of person to contact in regard to this notification
    William Kloos              (212)              891-2100
    (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, 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.

 

 

Cerberus Telecom 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/ Timothy Donahue

      Name: Timothy Donahue
      Title: Chief Executive Officer