Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On May 28, 2021, Decarbonization Plus Acquisition Corporation III (the
"Company") received a notice (the "Letter") from the Listing Qualifications
Department of The Nasdaq Stock Market LLC ("Nasdaq") stating that the Company
violated Nasdaq Listing Rule 5250(c) (the "Rule"), due to the Company's failure
to timely file its Quarterly Report on Form 10-Q for the quarter ended March 31,
2021 (the "Quarterly Report") with the Securities and Exchange Commission (the
"SEC").
As the Company reported in its Form 12b-25 filed on May 18, 2021 with the SEC,
on April 12, 2021, the Acting Director of the Division of Corporation Finance
and Acting Chief Accountant of the SEC (the "SEC Staff") 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" (the "SEC Staff Statement"). The SEC 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 such as the Company. Given the scope of
the process for determining the appropriate treatment of its warrants in
accordance with the SEC Staff Statement, the Company was unable to complete and
file the Quarterly Report by the required due date.
The Company filed the Quarterly Report on June 4, 2021 and has regained
compliance with the Nasdaq Listing Rules.
Item 7.01 Other Events
On June 4, 2021, the Company issued a press release announcing its receipt of
the Letter. A copy of the press release is attached hereto as Exhibit 99.1 and
is incorporated herein by reference.
The information disclosed under this Item 7.01, including Exhibit 99.1 hereto,
is being furnished and shall not be deemed "filed" for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by
reference into any registration statement or other document pursuant to the
Securities Act of 1933, as amended, except as expressly set forth in such
filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
Press Release of Decarbonization Plus Acquisition Corporation III,
99.1 dated June 4, 2021.
Cover Page Interactive Data File (embedded within the Inline XBRL
104 document)
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