SAN FRANCISCO–(BUSINESS WIRE)–Apr 23, 2021–

Bitwise Asset Management, issuer of the largest crypto index fund in the world and the first DeFi Index fund in the world, announced today that it has publicly filed a Registration Statement on Form 10 with the U.S. Securities and Exchange Commission (SEC) on behalf of the Bitwise 10 Crypto Index Fund (OTCQX: BITW).*

This filing is subject to SEC review. If the Registration Statement becomes effective, it would designate the Trust as an SEC reporting company and register its shares pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.** The Fund would be the first index-based crypto investment vehicle to attain the status of a reporting company by the SEC.

In addition, if the Registration Statement becomes effective, accredited investors who purchased shares in the Trust’s private placement would have an earlier liquidity opportunity, because the statutory holding period of private placement shares would be reduced from 12 months to six months, under Rule 144 of the Securities Act of 1933, as amended (“the Securities Act”).***

The Trust currently publishes quarterly and annual reports as well as audited financial statements pursuant to the OTC Markets Alternative Reporting Standard. Should the Registration Statement become effective, the Trust would file these reports and financial statements as 10-Q’s and 10-K’s with the SEC, along with current reports on Form 8-K, in addition to complying with all other obligations under the Exchange Act.

The Fund is an investment vehicle that offers investors exposure to the Bitwise 10 Large Cap Crypto Index in the form of a security, seeking to make it easier for an investor to invest in the cryptocurrency market as a whole, without having to pick specific assets, manage a portfolio, or constantly monitor ongoing news and developments.

For more information, please refer to the Form 10 filing and the Fund’s Annual Report on OTCMarkets.com.

*The Fund offers a private placement to accredited investors. The investment objective of the Fund is for the Shares to track the performance of the Bitwise 10 Large Cap Crypto Index, less the Fund’s expenses and other liabilities. The shares have historically traded at a substantial premium over the value of the Fund’s underlying assets, and such premium may change rapidly based on market conditions and could change to a discount.

**This filing should not be confused as an effort to classify the Bitwise 10 Crypto Index Fund as an exchange-traded fund (ETF). The structure of the Fund will not change; it will continue to neither operate a redemption program nor trade on a national securities exchange.

***The holding period reduction may go effective after the Fund has been a reporting company for at least 90 days and has satisfied the other requirements under Rule 144 of the Securities Act.

This press release is not an offer to sell or a solicitation of an offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal, nor shall there be any sale of any security in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction.

About Bitwise Asset Management

Based in San Francisco, Bitwise is one of the world’s largest and fastest-growing cryptoasset managers. As of March 31, 2021, Bitwise managed over $1.2 billion across an expanding suite of investment solutions. The firm is known for managing the world’s largest crypto index fund, and pioneering products spanning Bitcoin, Ethereum, and DeFi (decentralized finance). Bitwise focuses on partnering with financial advisors and investment professionals to provide quality education and research. The team at Bitwise combines expertise in technology with decades of experience in traditional asset management and indexing—coming from firms including BlackRock, Blackstone, Facebook, and Google, as well as the U.S. Attorney’s Office. Bitwise is backed by leading institutional investors and asset management executives, and has been profiled in Institutional Investor, CNBC, Barron’s, Bloomberg, and The Wall Street Journal.

Disclosure

This press release is neither an offer to sell nor a solicitation of an offer to buy Interests in any Fund. Any such offer or solicitation will be made solely through definitive offering documents, identified as such, which will contain information about each fund’s investment objectives and terms and conditions of an investment, and may also describe risks and tax information related to an investment therein, and which qualifies in its entirety the information set forth in this press release. Prospective investors must not construe the contents of this document as legal, tax, investment, or other advice. Each prospective investor is urged to consult with its own advisers with respect to legal, tax, regulatory, financial, accounting, and similar consequences of investing in any Fund. The Units and the Shares (the “Interests”) of the Funds have not been registered under the Securities Act of 1933 (“the Securities Act”), the securities laws of any state, or the securities laws of any other jurisdiction, nor is such registration contemplated. If the Registration Statement becomes effective, it would designate the Trust as an SEC reporting company and register its shares pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended. The Interests will be and have been offered and sold under the exemption provided by Section 4(a)(2) of the Securities Act of 1933 and Rule 506 of Regulation D promulgated thereunder and other exemptions of similar import in the laws of the states and jurisdictions where the offering will be made. The Fund mentioned herein is not registered as an investment company under the Investment Company Act of 1940, as amended, and Bitwise believes that such registration is not required.

The Shares of Funds that are publicly quoted on the OTCQX Best Market are Shares that have become “unrestricted” under Rule 144 of the Securities Act one year and a day subsequent to the date that the Shares were originally issued (although Shares held by affiliates and insiders will be subject to additional restrictions on resales, including restrictions on the number of Shares that may be resold within any three-month period). Shares that have become unrestricted may be quoted on the OTCQX Best Market, and may be purchased and sold throughout the trading day through any brokerage account with access to such markets.

No Advice on Investment; Risk of Loss: Prior to making any investment decision in respect of any Fund or Shares of any Fund, each investor must undertake their own independent examination and investigation of the Fund, including the merits and risks involved in an investment in the Fund or Shares, and must base its investment decision—including a determination whether Shares would be a suitable investment for the investor—on such examination and investigation, and must not rely on Bitwise or the Funds in making such investment decision. Each prospective investor is urged to consult with their own advisors with respect to legal, tax, regulatory, financial, accounting, and similar consequences of investing in any Fund, the suitability of the investment for such investor, and other relevant matters concerning an investment in the Fund. This press release contains limited information regarding the terms of the Fund. The summary set forth on this document does not purport to be complete, and is qualified in its entirety by reference to the definitive offering documents relating to each Fund and/or in each case, if available in addition, the Fund’s Annual Report or Information Statement and Quarterly Reports, which can be found on www.otcmarkets.com for the Bitwise 10 Crypto Index Fund (Symbol: BITW). Do not place undue reliance on this press release.

Information May Change and Be Inaccurate, Incomplete, or Outdated: The information in this document is for discussion purposes only, and no representations or warranties are given or implied. All of the information presented herein is subject to change without notice. Data in this release, including summary AUM data, is unaudited in the current period, and is provided as of March 31, 2021.

CONTACT: Frank Taylor/Ryan Dicovitsky

Dukas Linden Public Relations

KEYWORD: UNITED STATES NORTH AMERICA CALIFORNIA

INDUSTRY KEYWORD: DATA MANAGEMENT BANKING TECHNOLOGY PROFESSIONAL SERVICES SECURITY OTHER TECHNOLOGY SOFTWARE NETWORKS INTERNET MOBILE/WIRELESS FINANCE

SOURCE: Bitwise Asset Management

Copyright Business Wire 2021.

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Taking aim at one of Ripple’s core legal arguments, the U.S. Securities and Exchange Commission (SEC) is asking a court to dismiss Ripple’s defense that there was “lack of due process and fair notice,” contending that the government had no duty to warn Ripple that XRP was a security, according to a new legal filing on April 22.
“The thrust of Ripple’s defense is that the SEC was obligated to but did not specifically warn Ripple that it was violating the law before the SEC filed suit,” argued the SEC in the preliminary statement of a memorandum of law filed in support of its motion to strike Ripple’s “lack of due process and fair notice” defense.
“This defense — focused on what the SEC did not do before it filed this enforcement action — is legally insufficient and should be stricken,” the SEC asserted. 
“Ripple’s contention that the SEC must warn a market participant about its legal violation, or that the SEC must issue regulations or guidance before the SEC can exercise the authority Congress conferred on the SEC to enforce the securities statutes, finds no support in the Due Process Clause or any other principle of law,” the SEC wrote.
See related article: Ripple: SEC did not give fair notice that XRP violated law
New filing takes aim at heart of Ripple’s defense
The SEC filed a lawsuit against Ripple in December, alleging that its sale of XRP was an unregistered securities offering worth over US$1.38 billion. The SEC also named Ripple’s executive chairman Chris Larsen and CEO Brad Garlinghouse as co-defendants for allegedly aiding and abetting Ripple’s violations and making US$600 million in personal profits from their unregistered sales of XRP. 
According to legal filings earlier this month, Garlinghouse and Larsen are seeking to have the charges against them dropped. Earlier this week, XRP holders filed a motion to intervene in the lawsuit as a third-party defendant in the hope of protecting their interests in the lawsuit. 
A key issue in the SEC’s lawsuit against Ripple is whether transactions involving XRP constitute “investment contracts” and therefore securities subject to registration under Section 5 of the Securities Act of 1933.
According to Ripple’s answer to the SEC’s complaint, Ripple had asserted four defenses: First, the SEC had failed to state a claim. Second, Ripple did not violate Section 5 of the Securities Act because XRP is not a security or “investment contract,” and no registration was required in connection with any distribution or sale of XRP by Ripple. Third, the SEC had failed to allege a reasonable likelihood of future violations by Ripple, and fourth, the SEC had failed to provide fair notice that Ripple’s conduct was unlawful, and a breach of Ripple’s due process rights.
See related article: SEC: no duty to warn about XRP; denies Ripple’s fair notice defense
In its new filing this week, the SEC asserted that it had provided guidance in the digital assets space, citing its 2017 DAO report concerning “Dao Tokens,” which concluded that the offer and sale of the Dao Tokens were required to comply with the federal securities laws, including the requirement to register with the SEC or to qualify for an exemption from the registration requirements of the federal securities laws.
“The SEC’s message to digital token issuers was clear: the use of distributed ledger or blockchain technology (which underlies XRP and many other digital assets) to raise capital must comply with the federal securities laws,” the SEC wrote.
Then-SEC Chairman Jay Clayton also “repeatedly gave market participants notice that the SEC could view investments involving digital assets as offerings of securities,” the SEC asserted. 
“Given the historical advice Ripple had received since 2012, questions from market participants on the obvious question of whether Ripple’s offers and sales of XRP required registration under the securities laws, and the SEC’s formal investigation, Defendants were aware for many years that the securities laws could apply. Yet Defendants never sought a “no-action” letter from the SEC,” SEC lawyers wrote.
The SEC also argued that the fair notice required to satisfy the Constitution’s Due Process clause was that the statute itself provided fair notice. 
“Ripple’s defense, if accepted, would mean that any time an agency seeks to apply a long-existing statute to a specific set of facts, the violator can argue that the agency’s silence before the filing of the enforcement action precludes liability in that very action,” the SEC wrote. “That is not and should not be the law.”.
Noting that financial regulation in the U.S. was conducted by multiple agencies and departments whose jurisdiction at times overlapped, the SEC asserted: “a 2015 FinCEN settlement on the money services question did not impose on the SEC any duty to remind Ripple of its obligations to comply with the securities laws — laws that market participants specifically raised with Ripple long after that particular settlement. Indeed, that settlement did not involve the federal securities laws, nor was the SEC a party.”
See related article: How blockchain advocates stopped FinCEN’s ‘crypto wallet rule’—for now
Some regulatory clarity in the U.S. could be emerging. Earlier this week, the U.S. House of Representatives passed an “Eliminate Barriers to Innovation Act of 2021″ bill that aimed to get the SEC and Commodity Futures Trading Commission working together on digital assets.
‘Gamesmanship’ in discovery?
The SEC v. Ripple lawsuit is currently in the discovery phase with both sides battling over what information to share with the opposing party. Earlier this week, the SEC filed a request asking a judge to stop Ripple from seeking information on internal SEC staff communications that had been excluded from discovery. 
See related article: 12,600 XRP holders demand their day in court in SEC v. Ripple lawsuit
“The SEC is in the process of complying with the Court’s April 6, 2021 Order, Ex. 1 (the “Order”) and has begun reviewing tens of thousands of external emails from the identified custodians for production pursuant to the Order,” the SEC wrote.
“Defendants’ approach is part of a pattern of gamesmanship with respect to discovery,” the SEC wrote. “Defendants do not actually seek relevant evidence, but rather seek to harass the SEC, derail the case’s focus away from its merits, and bog down the SEC with document review.

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HONG KONG, April 23, 2021 (GLOBE NEWSWIRE) — UCLOUDLINK GROUP INC. (“uCloudlink” or the “Company”) (NASDAQ: UCL), the world’s first and leading mobile data traffic sharing marketplace, today announced that it has filed its annual report on Form 20-F for the fiscal year ended December 31, 2020 with the Securities and Exchange Commission (the “SEC”) on April 23, 2021.
The annual report can be accessed on uCloudlink’s investor relations website at https://ir.ucloudlink.com. The Company will also provide a hard copy of the annual report containing its audited consolidated financial statements, free of charge, to its shareholders and American Depositary Share holders upon request. Requests should be directed to the Company’s Investor Relations Department at [email protected].
About UCLOUDLINK GROUP INC.
uCloudlink is the world’s first and leading mobile data traffic sharing marketplace, pioneering the sharing economy business model for the telecommunications industry. The Company’s products and services deliver unique value propositions to mobile data users, handset and smart-hardware companies, mobile virtual network operators (MVNOs) and mobile network operators (MNOs). Leveraging its innovative cloud SIM technology and architecture, the Company has redefined the mobile data connectivity experience by allowing users to gain access to mobile data traffic allowance shared by network operators on its marketplace, while providing reliable connectivity, high speeds and competitive pricing.
For more information, please visit: https://ir.ucloudlink.com
Safe Harbor Statement
This announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “confident” and similar statements. uCloudlink may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission, in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including but not limited to statements about uCloudlink’s beliefs and expectations, are forward-looking statements. Forward looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: uCloudlink’s strategies; uCloudlink’s future business development, financial condition and results of operations; uCloudlink’s ability to increase its user base and usage of its mobile data connectivity services, and improve operational efficiency; competition in the global mobile data connectivity service industry; changes in uCloudlink’s revenues, costs or expenditures; governmental policies and regulations relating to the global mobile data connectivity service industry, general economic and business conditions globally and in China; the impact of the COVID-19 pandemic to uCloudlink’s business operations and the economy in China and elsewhere generally; and assumptions underlying or related to any of the foregoing. Further information regarding these and other risks is included in the Company’s filings with the Securities and Exchange Commission. All information provided in this press release and in the attachments is as of the date of the press release, and uCloudlink undertakes no duty to update such information, except as required under applicable law.
For investor and media inquiries, please contact:
In China:
UCLOUDLINK GROUP INC.Bob ShenTel: +852-2180-6111E-mail: [email protected]
The Piacente Group, Inc.Yang SongTel: +86-10-6508-0677E-mail: [email protected]
In the United States:
The Piacente Group, Inc.Brandi PiacenteTel: +1-212-481-2050E-mail: UCL@tpg-ir.

[…]

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 6-K
 
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of April 2021
(Commission File No. 1-03006)
 
PLDT Inc.
(Translation of registrant’s name into English)
 
 
Ramon Cojuangco Building
Makati Avenue
Makati City
Philippines
(Address of registrant’s principal executive office)
 
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒  Form 40-F  ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b) (1):
    Yes  ☐    No  ☒
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b) (7):
    Yes  ☐    No  ☒
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
    Yes  ☐    No  ☒
 
 
 
 

 
 
NOTE REGARDING FORWARD-LOOKING STATEMENTS
 
Some information in this report may contain forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933 and Section 21E of the U.S. Securities Exchange Act of 1934.  We have based these forward-looking statements on our current beliefs, expectations and intentions as to facts, actions and events that will or may occur in the future.  Such statements generally are identified by forward-looking words such as “believe,” “plan,” “anticipate,” “continue,” “estimate,” “expect,” “may,” “will” or other similar words.
A forward-looking statement may include a statement of the assumptions or bases underlying the forward-looking statement.  We have chosen these assumptions or bases in good faith.  These forward-looking statements are subject to risks, uncertainties and assumptions, some of which are beyond our control.  In addition, these forward-looking statements reflect our current views with respect to future events and are not a guarantee of future performance.  Actual results may differ materially from information contained in the forward-looking statements as a result of a number of factors, including, without limitation, the risk factors set forth in “Item 3. Key Information – Risk Factors” in our annual report on Form 20-F for the fiscal year ended December 31, 2020. You should also keep in mind that any forward-looking statement made by us in this report or elsewhere speaks only as at the date on which we made it.  New risks and uncertainties come up from time to time, and it is impossible for us to predict these events or how they may affect us.  We have no duty to, and do not intend to, update or revise the statements in this report after the date hereof.  In light of these risks and uncertainties, you should keep in mind that actual results may differ materially from any forward-looking statement made in this report or elsewhere.

1

 
EXHIBIT INDEX

 

 

 

 

Exhibit

 

Description

 

 

 

 

 

 

 

99.1

 

 

Copies of the disclosure letters that we filed today with the Securities and Exchange Commission and the Philippine Stock Exchange regarding a press release entitled “PLDT Files 2020 Annual Report on Form 20-F with the U.S. Securities and Exchange Commission”.
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
2

 
 

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.
 
 
 

 

 

PLDT Inc.

 

 

 

By:

/s/Ma. Lourdes C. Rausa-Chan
 

Name:

MA. LOURDES C. RAUSA-CHAN

Title:

Corporate Secretary

 
Date: April 23, 2021
3

 
 
 
 
 
Exhibit 99.1
 
 
EXHIBITS
 

Exhibit Number

 

Page

 
99.1
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
Copies of the disclosure letters that we filed today with the Securities and Exchange Commission and the Philippine Stock Exchange regarding a press release entitled “PLDT Files 2020 Annual Report on Form 20-F with the U.S. Securities and Exchange Commission”.
 
 
 

 
 
 
 
 
 
 
 
 
 
 
 

 

 
 
 

 
 
 
 
 
 
 
April 23, 2021
 
 
Philippine Stock Exchange, Inc.
6/F Philippine Stock Exchange Tower
28th Street corner 5th Avenue
Bonifacio Global City, Taguig City
 
 

Attention:

Ms. Janet A. Encarnacion

 

Head – Disclosure Department
 
Gentlemen:
 
In compliance with Section 17.1 (b) of the Securities Regulation Code and SRC Rule 17.1.1.1.3(b).2, we submit herewith a copy of SEC Form 17-C with a press release attached thereto entitled “PLDT Files 2020 Annual Report on Form 20-F with the U.S. Securities and Exchange Commission”.
 
 
 
This shall also serve as the disclosure letter for the purpose of complying with PSE Revised Disclosure Rules.
 
 
Very truly yours,
 
 
 
/s/Ma. Lourdes C. Rausa-Chan
MA. LOURDES C. RAUSA-CHAN
Corporate Secretary
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
 

 
 
 
 
 
 
 
 
 
April 23, 2021
 
 
 
Securities & Exchange Commission
G/F Secretariat Building,
PICC Complex, Roxas Boulevard,
Pasay City
 

Attention:

Mr. Vicente Graciano P. Felizmenio, Jr.

Director – Markets and Securities Regulation Dept.
 
Gentlemen:
 
In compliance with Section 17.1 (b) of the Securities Regulation Code and SRC Rule 17.1.1.1.3(a), we submit herewith two (2) copies of SEC Form 17-C with a press release attached thereto entitled “PLDT Files 2020 Annual Report on Form 20-F with the U.S. Securities and Exchange Commission”.
 
 
 
 
 
Very truly yours,
 
 
 
/s/Ma. Lourdes C. Rausa-Chan
MA. LOURDES C. RAUSA-CHAN
Corporate Secretary
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
 

 
 
 
COVER SHEET
 

SEC Registration Number

P

W

–

5

5

 

 

 

 

 

 

Company Name

P

L

D

T

 

I

N

C.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Principal Office (No./Street/Barangay/City/Town/Province)

R

A

M

O

N

 

C

O

J

U

A

N

G

C

O

 

B

U

I

L

D

I

N

G

 

 

 

 

 

 

 

M

A

K

A

T

I

 

A

V

E

N

U

E

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

M

A

K

A

T

I

 

C

I

T

Y

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Form Type

 

 

 

Department requiring the report

 

 

 

Secondary License Type, If Applicable

 

 

17

–

C

 

 

 

 

 

 

 

 

M

S

R

D

 

 

 

 

 

 

 

 

 

 

 

 

 

COMPANY INFORMATION

 

Company’s Email Address

 

Company’s Telephone Number/s

 

Mobile Number

 

 

 

 

88168553

 

 

 

 

 

No. of Stockholders

 

Annual MeetingMonth/Day

 

Fiscal YearMonth/Day

 

 

11,554
As of March 31, 2021

 

Every 2nd Tuesday of June

 

December 31

 

CONTACT PERSON INFORMATIONThe designated contact person MUST be an Officer of the Corporation

Name of Contact Person

 

Email Address

 

Telephone Number/s

 

Mobile Number

Ma. Lourdes C. Rausa-Chan

 

[email protected]

 

88168553

 

 

Name of Contact Person

 

Email Address

 

Telephone Number/s

 

Mobile Number

 

Contact Person’s Address

MGO Building, Legaspi St. corner Dela Rosa St., Makati City

 
Note:  In case of death, resignation or cessation of office of the officer designated as contact person, such incident shall be reported to the Commission within thirty (30) calendar days from the occurrence thereof with information and complete contact details of the new contact person designated.
 

 
 
 

 
 
 
 
 
 
SECURITIES AND EXCHANGE COMMISSION
 
 
CURRENT REPORT UNDER SECTION 17
OF THE SECURITIES REGULATION CODE
AND SRC RULE 17.1
 
 
 

1.

April 23, 2021

 

Date of Report (Date of earliest event reported)

 

 

 

2.

SEC Identification Number PW-55

 

 

 

3.

BIR Tax Identification No. 000-488-793

 

 

 

4.

PLDT Inc.

 

Exact name of issuer as specified in its charter

 

 

 

5.

PHILIPPINES

6. ____________ (SEC Use Only)

 

Province, country or other jurisdiction of Incorporation

    Industry Classification Code

 

 

 

7.

Ramon Cojuangco Building, Makati Avenue, Makati City

1200

 

Address of principal office

Postal Code

 

 

 

8.

(632) 8816-8553

 

 

Issuer’s telephone number, including area code

 

 

 

9.

Not Applicable

 

 

Former name or former address, if changed since last report

 

 

 

10.

Securities registered pursuant to Sections 8 and 12 of the Securities Regulation Code and Sections 4 and 8 of the Revised Securities Act

 

Title of Each Class

Number of Shares of Common Stock
Outstanding and Amount of Debt Outstanding

 

 

 

 

 

 

 
 
 
 
 

 
 
 

 
 
 
 

 
 
 
 
PLDT FILES 2020 ANNUAL REPORT ON FORM 20-F
WITH THE U. S. SECURITIES AND EXCHANGE COMMISSION
 
 
MANILA, Philippines, 23 April 2021 – PLDT Inc. (“PLDT”) (PSE: TEL) (NYSE: PHI) announced today that it has filed its Annual Report on Form 20-F for the fiscal year ended 31st December 2020 with the U. S. Securities and Exchange Commission.
 
The document has been posted at the PLDT website at:
 
http://pldt.com/investor-relations/annual-and-sustainability-reports#USSEC
 
Shareholders of PLDT may receive hard copies of the Annual Report free of charge, upon request.
 
 
 
 
 
PLDT Investor Relations:
 
Melissa V. Vergel de Dios
Tel No:   +632 8816-8024
Fax No:  +632 8810-7138
Email:     [email protected]
 
 
 
About PLDT 
PLDT is the Philippines’ largest and fully integrated telecommunications company. Through its principal business groups – fixed line, wireless and others – PLDT offers a wide range of telecommunications and digital services across the Philippines’ most extensive fiber optic backbone, and fixed line and cellular networks.
 
PLDT is listed on the Philippine Stock Exchange (PSE: TEL) and its American Depositary Shares are listed on the New York Stock Exchange (NYSE: PHI). PLDT has one of the largest market capitalizations among Philippine ­ listed companies.
 
Further information can be obtained by visiting www.pldt.com.
 
 
 

 
 
 

 
 
 
 
 
Signatures
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
 

 

 

PLDT Inc.
 
 
 

By

:

/s/Ma. Lourdes C. Rausa-Chan

Name

:

MA. LOURDES C.

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Law360 (April 22, 2021, 10:08 PM EDT) — Gary Gensler’s first major action after being confirmed to lead the U.S. Securities and Exchange Commission for the next five years was to name Paul Weiss Rifkind Wharton & Garrison LLP partner Alex Oh as director of the agency’s enforcement division Thursday.Oh has been a white collar defense attorney for two decades after spending 3½ as an assistant U.S. Attorney in the Southern District of New York, where she led high-profile accounting and securities fraud prosecutions.”I’m excited to join the Division of Enforcement’s team of deeply talented and committed public servants,” Oh said in a statement.

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Law360 (April 22, 2021, 8:47 PM EDT) — A Missouri attorney has agreed to pay nearly $137,000 to settle U.S. Securities and Exchange Commission allegations that he misrepresented how he was going to use investments in two entities he incorporated purportedly to launch a medical marijuana business, the agency announced Thursday.The SEC said that Kansas City resident Corbyn W. Jones, 44, had agreed to disgorge about $82,700 with prejudgment of interest of $3,950, and to pay a $50,000 civil penalty after the SEC sued him in Missouri federal court over his alleged use of investor funds for personal expenses.

[…]

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BEIJING, CHINA, April 22, 2021 (GLOBE NEWSWIRE) — via InvestorWire – Infobird Co., Ltd (“Infobird”), a software-as-a-service provider of innovative AI-powered, or artificial intelligence enabled, customer engagement solutions in China, announces the closing of its underwritten initial public offering of 6,250,000 ordinary shares at a public offering price of $4.00 per share, before underwriting discounts and commissions, resulting in gross proceeds of $25,000,000, before underwriting discounts and commissions and offering expenses. The offering was conducted on a firm commitment basis. All of the ordinary shares were offered by Infobird.
The ordinary shares were approved for listing on The Nasdaq Capital Market and commenced trading under the ticker symbol “IFBD” on April 20, 2021.
WestPark Capital, Inc. (“WestPark Capital”) acted as the book-running manager for the offering. Infobird has granted the underwriters a 45-day option to purchase up to an additional 937,500 ordinary shares at the initial public offering price, less underwriting discounts and commissions, to cover over-allotments, if any.
A registration statement on Form F-1 (File No. 333-251234), as amended, including a prospectus relating to the offering, was filed with the U.S. Securities and Exchange Commission (the “SEC”) and was declared effective by the SEC on March 31, 2021. The offering of the ordinary shares was made only by means of a prospectus. Copies of the final prospectus relating to the offering may be obtained on the SEC’s website at www.sec.gov and may also be obtained from WestPark Capital, Inc., 1900 Avenue of the Stars, Suite 300, Los Angeles, CA, 90067, or by email at [email protected].
Before you invest, you should read the prospectus and other documents Infobird has filed or will file with the SEC for more complete information about Infobird and the offering. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Infobird Co., Ltd
Infobird, headquartered in Beijing, China, is a software-as-a-service provider of innovative AI-powered, or artificial intelligence enabled, customer engagement solutions in China. For more information, visit Infobird’s website at www.Infobird.com.
About WestPark Capital, Inc.
WestPark Capital is a full-service investment bank focused on emerging growth sectors such as healthcare, software, technology, biotechnology, financial services, manufacturing, consumer products, media and telecom industries, among other categories. WestPark Capital provides a comprehensive range of corporate finance services, including initial public offerings, follow-on offerings, ATMs, Registered Direct Offerings (RD), CMPOs, private placements, SIPOs and corporate finance advisory services. Additional information about WestPark Capital is available at www.wpcapital.com or by email at [email protected].
Contacts
Infobird Contact Infobird Co., LtdYimin Wu, Chief Executive Officer and Chairman of the Board of [email protected]
Corporate Communications:InvestorBrandNetwork (IBN)Los Angeles, Californiawww.InvestorBrandNetwork.com310.299.1717 OfficeEditor@InvestorBrandNetwork.

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Law360 (April 22, 2021, 5:28 PM EDT) — Republican members of the U.S. Senate Banking Committee are railing against the Biden administration’s climate-related agenda, arguing that the government is undermining the U.S. Securities and Exchange Commission’s existing regulations while engaging in “coercion” to pressure banks to make energy-related lending commitments.Led by ranking member Pat Toomey of Pennsylvania, the 12 members claimed in a letter Wednesday to John Kerry, the special presidential envoy for climate, that the government is politicizing the oversight of financial disclosures at the SEC.

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However, consistent with the recent SEC Statement, we intend to restate historical financial statements such that the warrants are accounted for as …

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ADDISON, Texas, April 22, 2021 (GLOBE NEWSWIRE) — Daseke, Inc. (NASDAQ: DSKE) (or the “Company”), the largest flatbed, specialized transportation and logistics solutions company in North America, today commented on the recent statement (the “SEC Statement”) from the Staff of the Securities and Exchange Commission (the “SEC”) concerning the accounting for warrants issued by special purpose acquisition companies (“SPACs”). Daseke’s warrants (NASDAQ: DSKEW), which expire in February 2022, are exercisable at a price of $5.75 per one-half of one share of common stock, or $11.50 per whole share.
Jason Bates, Executive Vice President and Chief Financial Officer of Daseke, commented, “While Daseke did go public through a SPAC vehicle which involved the issuance of warrants, that process was completed over four years ago. Any corrections in the accounting for those warrants will be non-operational and non-cash, and thus would have no impact on our Revenue, Operating Income, Operating Ratio, Adjusted EBITDA, Adjusted EPS, or Free Cash Flow in prior years or moving forward. Given the exercise price of Daseke’s outstanding warrants, which expire in February 2022, and the current trading price of our common shares, the accounting correction resulting from the SEC Statement will likely result in an increase to GAAP net income over the next four quarters.
We are very encouraged with the significant progress generated by our entire organization over the past 18 months and remain focused on advancing that positive operational and financial momentum. We believe our strategy to drive long-term shareholder value will continue to manifest itself over the coming quarters and years. As a result, we are reiterating our 2021 revenue and earnings outlook, which we provided on our last earnings call, and are excited to share the results of our first quarter 2021 on May 7th.”
Highlights:

The Company notes that GAAP net income over the next four quarters will likely increase as a result of this accounting correction
The Company is reaffirming full-year 2021 financial guidance, as detailed on the prior earnings call, including revenue of $1.4 to $1.5 billion and Adjusted EBITDA of $165 to $175 million
Daseke has followed the predominantly utilized accounting treatment for its public and private warrants from the time of its IPO
Daseke believes that SPACs have almost universally accounted for warrants as equity instruments; though the SEC Statement has provided clarification that these warrants should be accounted for as liabilities
The Company has retained a third-party valuation firm to quantify the exact financial impact of the correction, for which we provided preliminary ranges in the Form 8-K, filed with the SEC on April 22, 2021
The Company believes the most impactful period of this change relates to the annual and interim periods in 2018, which the Company believes has little to no bearing on the investment thesis in Daseke at present, particularly considering the significant strategic and structural changes undertaken over the past 18 months as a part of the Company’s transformation initiatives
The Company notes that this accounting correction will result in changes to its historical financial statements for the interim and annual periods in 2018, 2019 and 2020, but emphasizes that it will not have any effect on previously reported Revenue, Operating Income, Operating Ratio, Adjusted EBITDA, Adjusted EPS, or Free Cash Flow

First Quarter Earnings Call Information
The Company also announced that it plans to report results for its fiscal first quarter ended March 31, 2021 on May 7, 2021. A conference call to discuss the financial and operational results is scheduled for May 7, 2021 at 11:00 AM ET.
Investors, analysts, and members of the media interested in listening to the live presentation are encouraged to join a webcast of the call with accompanying presentation slides, available on the Company’s website at https://www.daseke.com. Interested parties may also participate in the call by dialing (855) 242-9918 and entering the passcode 4570038. A replay of the conference call will be available a few hours after the event on the investor relations section of the Company’s website, under the events section.
About Daseke, Inc.Daseke, Inc. is the largest flatbed and specialized transportation and logistics company in North America. Daseke offers comprehensive, best-in-class services to many of the world’s most respected industrial shippers through experienced people, a fleet of more than 5,000 tractors and 11,500 flatbed and specialized trailers. For more information, please visit www.daseke.com.
Use of Non-GAAP Measures
This news release includes non-GAAP financial measures for the Company, including Adjusted EBITDA, Adjusted EPS and Free Cash Flow.
Please note that the non-GAAP measures described below are not a substitute for, or more meaningful than, net income (loss), cash flows from operating activities, operating income or any other measure prescribed by GAAP, and there are limitations to using non-GAAP measures. Certain items excluded from these non-GAAP measures are significant components in understanding and assessing a company’s financial performance, such as a company’s cost of capital, tax structure and the historic costs of depreciable assets. Also, other companies in Daseke’s industry may define these non‐GAAP measures differently than Daseke does, and as a result, it may be difficult to use these non‐GAAP measures to compare the performance of those companies to Daseke’s performance. Because of these limitations, these non-GAAP measures should not be considered a measure of the income generated by Daseke’s business or discretionary cash available to it to invest in the growth of its business. Daseke’s management compensates for these limitations by relying primarily on Daseke’s GAAP results and using these non-GAAP measures supplementally.
Adjusted EBITDA
Daseke defines Adjusted EBITDA as net income (loss) plus (i) depreciation and amortization, (ii) interest, (iii) income taxes, and (iv) other material items that management believes do not reflect our core operating performance. Daseke has not reconciled its expectations as to Adjusted EBITDA to net income, the most directly comparable GAAP measure due to the high variability and inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliation, and Daseke is unable to provide such reconciliation without unreasonable effort.
The Company’s board of directors and executive management team use Adjusted EBITDA as a key measure of its performance and for business planning. Adjusted EBITDA assists them in comparing the Company’s operating performance over various reporting periods on a consistent basis because it removes from the Company’s operating results the impact of items that, in their opinion, do not reflect the Company’s core operating performance. Adjusted EBITDA also allows the Company to more effectively evaluate its operating performance by comparing the results of operations against its peers without regard to its or its peers’ financing method or capital structure. The Company’s method of computing Adjusted EBITDA is substantially consistent with that used in its debt covenants and also is routinely reviewed by its executive management for that purpose. The Company believes its presentation of Adjusted EBITDA is useful because it provides investors and industry analysts the same information that the Company uses internally for purposes of assessing its core operating performance.
Adjusted Net Income (Loss) and Adjusted EPS
Daseke defines Adjusted Net Income (Loss) as net income (loss) adjusted for material items that management believes do not reflect our core operating performance. Daseke defines Adjusted EPS as Adjusted Net Income (Loss) divided by the weighted average number of shares of common stock outstanding during the period under the two-class method.
The Company’s board of directors and executive management team use these measures as key measures of its performance and for business planning. These measures assist them in comparing its operating performance over various reporting periods on a consistent basis because it removes from operating results the impact of items that, in its opinion, do not reflect the Company’s core operating performance. The Company believes its presentation of these measures are useful because it provides investors and industry analysts the same information that it uses internally for purposes of assessing its core operating performance.
Free Cash Flow
Daseke defines Free Cash Flow as net cash provided by operating activities less purchases of property and equipment, plus proceeds from sale of property and equipment, as such amounts are shown on the face of the Statements of Cash Flows.
The Company’s board of directors and executive management team use Free Cash Flow to assess the Company’s liquidity and ability to repay maturing debt, fund operations and make additional investments. The Company believes Free Cash Flow provides useful information to investors because it is an important indicator of the Company’s liquidity, including its ability to reduce net debt, make strategic investments, pay dividends to common shareholders and repurchase stock.
Forward‐Looking StatementsThis news release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “may,” “will,” “expect,” “anticipate,” “continue,” “estimate,” “project,” “believe,” “plan,” “should,” “could,” “would,” “forecast,” “seek,” “target,” “predict,” and “potential,” the negative of these terms, or other comparable terminology. Projected financial information, including our guidance outlook, are forward-looking statements. Forward-looking statements may also include statements about the Company’s goals, including its restructuring actions and cost reduction initiatives; the Company’s financial strategy, liquidity and capital required for its business strategy and plans; the Company’s competition and government regulations; general economic conditions; and the Company’s future operating results.
These forward-looking statements are based on information available as of the date of this release, and current expectations, forecasts and assumptions. While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting us will be those that the Company anticipates. Accordingly, forward-looking statements should not be relied upon as representing the Company’s views as of any subsequent date, and the Company does not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. Accordingly, readers are cautioned not to place undue reliance on the forward-looking statements.
The effect of the COVID-19 pandemic may remain prevalent for a significant period of time and may continue to adversely affect the Company’s business, results of operations and financial condition even after the COVID-19 pandemic has subsided and “stay at home” mandates have been lifted. The extent to which the COVID-19 pandemic impacts the Company will depend on numerous evolving factors and future developments that it cannot predict. There are no comparable recent events that provide guidance as to the effect the COVID-19 global pandemic may have, and, as a result, the ultimate impact of the pandemic is highly uncertain and subject to change. Additionally, the Company will regularly evaluate its capital structure and liquidity position.

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Urges Stockholders to Vote the WHITE Proxy Card “FOR” ALL of Adverum’s Three Highly Qualified, Diverse and Independent Directors: Dawn Svoronos, Reed V. Tuckson, M.D. and Thomas Woiwode, Ph.D.
REDWOOD CITY, Calif., April 22, 2021 (GLOBE NEWSWIRE) — Adverum Biotechnologies, Inc. (Nasdaq: ADVM), a clinical-stage gene therapy company targeting unmet medical needs in ocular and rare diseases, today announced that it has filed a new investor presentation with the U.S. Securities and Exchange Commission in connection with its 2021 Annual Meeting of Stockholders (“Annual Meeting”). The presentation is available at https://investors.adverum.com/shareholder-services/annual-meeting.
Highlights of the presentation include:

Adverum is achieving important clinical and operational milestones as it accelerates towards commercialization of ADVM-022, while also creating significant stockholder value

ADVM-022 has a best-in-class profile based on a single in-office intravitreal injection, including robust treatment response, long-term durability and a favorable safety profile, with the potential to transform the current standard of care in wet age-related macular degeneration (Wet AMD)
Positive FDA interactions have accelerated the Wet AMD development timeline by over one year with a clear path to Biologics License Application submission in 2024
Adverum is building manufacturing capabilities, including a new Good Manufacturing Practices facility, expected to be production-ready by the end of 2023
Adverum has delivered five, three and two-year total stockholder return of 91%, 70% and 88% respectively, significantly outperforming gene therapy peers. One-year total stockholder returns are roughly in-line with gene therapy peers1
Adverum is led by a refreshed and seasoned management team with a history of strong execution and blockbuster product launches

The Adverum Board is refreshed, diverse and independent, with directors who bring unique and critical expertise to support a successful commercial launch

Adverum’s slate – Ms. Svoronos, Dr. Tuckson and Dr. Woiwode – is ideally qualified to advance and oversee Adverum’s next chapter, with significant experience in global commercialization, reimbursement policy, patient access as well as industry investment expertise and a track record of building gene therapy companies
Seven new independent directors have been added in the last two years, two of whom were proposed by The Sonic Fund II, L.P. (“Sonic”)
The Board is continuing its refreshment efforts and has already begun a process to name a new high-quality director with commercial gene therapy expertise in 2021
The Board has consistently and constructively engaged with Sonic since 2019, providing significant access to Adverum’s Board and management team and insight into its strategic direction 

Sonic’s self-serving attempt to control the Board risks operational execution and is not in the best interests of Adverum stockholders

Sonic’s nominees would diminish the diversity and the needed skills and experience of the current Board and there is no reason to believe they would enhance Adverum’s efforts to commercialize ADVM-022 and deliver global access to Adverum’s vision-saving gene therapy
Not only would the resulting loss of Ms. Svoronos, Dr. Tuckson and Dr. Woiwode from the Adverum Board significantly harm stockholder value, Adverum strongly believes that the Board’s current process to identify a new director with commercial gene therapy experience is superior to relying solely on input from one stockholder who is trying to control the Board
Sonic has not articulated a coherent plan that would advance Adverum’s mission and instead has merely launched deceptive, baseless claims and proclaimed its apparent desire to reunite a leadership team that led the failed Avalanche Biotechnologies, one of the two companies that merged in 2016 to form Adverum
Sonic’s campaign is a distraction for Adverum at a time when Adverum and its resources are better spent on clinical execution and advancing Adverum’s vision of bringing a transformative therapy to market

To ensure Adverum can continue its progress and build on its momentum, the Adverum Board of Directors unanimously recommends that stockholders vote the WHITE proxy card “FOR” ALL of Adverum’s three highly qualified directors standing for election – Dawn Svoronos, Reed V. Tuckson, M.D. and Thomas Woiwode, Ph.D – at the Annual Meeting, which will be held on May 12, 2021. Adverum stockholders of record at the close of business on April 14, 2021 are entitled to vote at the Annual Meeting.
AdvisorsCooley LLP and Skadden, Arps, Slate, Meagher & Flom LLP are serving as legal advisors, and Centerview Partners LLC is serving as financial advisor to Adverum.
About Adverum BiotechnologiesAdverum Biotechnologies (Nasdaq: ADVM) is a clinical-stage gene therapy company targeting unmet medical needs in serious ocular and rare diseases. Adverum is advancing the clinical development of its novel gene therapy candidate, ADVM-022, as a one-time, intravitreal injection for the treatment of patients with wet age-related macular degeneration and diabetic macular edema. For more information, please visit www.adverum.com.
Forward-looking StatementsStatements contained in this press release regarding the events or results that may occur in the future are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements regarding Adverum’s expectations that it will submit a Biologics License Application in 2024 and that its commercial facility in Durham, North Carolina is expected to be production-ready by the end of 2023. Actual results could differ materially from those anticipated in such forward-looking statements as a result of various risks and uncertainties, which include risks inherent to, without limitation: Adverum’s novel technology, which makes it difficult to predict the time and cost of product candidate development and obtaining regulatory approval; the results of early clinical trials not always being predictive of future results; the potential for future complications or side effects in connection with use of ADVM-022, and the possibility of unexpected delays in the completion of its commercial facility in Durham, North Carolina. Risks and uncertainties facing Adverum are described more fully in Adverum’s Annual Report on Form 10-K for the year ended December 31, 2020 and any subsequent filings with the SEC under the heading “Risk Factors.” All forward-looking statements contained in this press release speak only as of the date on which they were made. Adverum undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made.
Important InformationAdverum Biotechnologies, Inc. (“Adverum”) has filed a definitive proxy statement and form of associated WHITE proxy card with the U.S. Securities and Exchange Commission (the “SEC”) in connection with the solicitation of proxies for Adverum’s 2021 Annual Meeting (the “Proxy Statement”). Adverum, its directors and certain of its executive officers and employees will be participants in the solicitation of proxies from stockholders in respect of the 2021 Annual Meeting. Information regarding the names of Adverum’s directors, executive officers and employees and their respective interests in Adverum by security holdings or otherwise is set forth in the Proxy Statement. Details concerning the nominees of Adverum’s Board of Directors for election at the 2021 Annual Meeting are included in the Proxy Statement. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND STOCKHOLDERS OF ADVERUM ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH OR FURNISHED TO THE SEC, INCLUDING THE ADVERUM’S DEFINITIVE PROXY STATEMENT AND ANY SUPPLEMENTS THERETO AND ACCOMPANYING WHITE PROXY CARD, BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors and stockholders can obtain a copy of the Proxy Statement and other relevant documents filed by Adverum free of charge from the SEC’s website, www.sec.gov. Stockholders may also contact Innisfree M&A Incorporated with questions or requests for additional copies of the proxy materials by calling toll free at (877) 750-9496.
_____________________________
1 FactSet as of March 31, 2021; Gene Therapy peers reflect median of Abeona, AGTC, Amicus, AVROBIO, Gensight, Homology, Krystal, MeiraGTx, Orchard, Passage Bio, REGENXBIO, Rocket, Sangamo, Solid Biosciences, uniQure and Voyager.

Investor Relations Contact

Myesha Lacy
Vice President, Investor Relations and Corporate Communications
Adverum Biotechnologies, Inc.
T: 650-649-1257
E: [email protected]

Or

Scott Winter / Gabrielle Wolf
Innisfree M&A Incorporated
T: 212-750-5833

Media Contact

Andrea Cohen
Sam Brown Inc.
T: 917-209-7163
E: andreacohen@sambrown.

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New York, NY, April 22, 2021 (GLOBE NEWSWIRE) — Better World Acquisition Corp. (NASDAQ: BWACU) (the “Company”) announced today that it received a notice (“Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) stating that the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Rule”) because the Company failed to timely file its Annual Report on Form 10-K for the year ended December 31, 2020 (the “Form 10-K”) with the Securities and Exchange Commission (“SEC”). The Notice has no immediate effect on the listing or trading of the Company’s securities on the Nasdaq Capital Market.
As previously disclosed in the Current Report on Form 8-K filed on April 15, 2021 by the Company, on April 12, 2021, the staff (the “Staff”) of the Division of Corporation Finance of the SEC issued a statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies” (the “Staff Statement”). The 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 (“SPAC”) such as the Company. The Company is continuing to evaluate its financial statements for the year ended December 31, 2020 to be included in the Form 10-K to determine whether its public and private warrants may be required to be accounted for as liabilities, rather than equity, in the Form 10-K. The Company is working diligently to finalize the financial statements and to file the Form 10-K as soon as practicable.
Under Nasdaq rules, the Company has 60 calendar days from the date of the Notice, or until June 15, 2021, to submit a plan to regain compliance with the Rule. If Nasdaq accepts the Company’s plan, then Nasdaq may grant an exception of up to 180 calendar days from the due date of the Form 10-K, or until October 12, 2021, to regain compliance.
About Better World Acquisition Corp.
The Company is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. While the Company may pursue an acquisition in any business industry or sector, it intends to concentrate its efforts on identifying businesses in the healthy living industries that benefit from strong Environmental, Social and Governance (“ESG”) profiles.
Forward-Looking Statements
This press release may include, and oral statements made from time to time by representatives of the Company 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. Statements regarding possible business combinations and the financing thereof, and related matters, as well as all other statements other than statements of historical fact included in this press release are forward-looking statements. When used in this press release, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions, as they relate to us or our 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 Securities and Exchange Commission (“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. 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 registration statement and prospectus for the Company’s initial public offering filed with the SEC. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Contact:
Peter S.H. GrubsteinChief Financial OfficerBetter World Acquisition Corp.

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In a letter to new SEC Chairman Gary Gensler, the federation’s president, Barb Roper, called the investment advice rule “more theoretical than real” and …

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New Securities and Exchange Commission (SEC) Chair Gary Gensler has made his first key appointment: Alex Oh as director of the Division of …

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ALEXES GERARD/UNSPLASH
List of qualified buyers of securities also expanded in SRC implementing rules
THE Securities and Exchange Commission (SEC) has approved the proposed exemption of securities offered by financial and multilateral institutions from registration under the Securities Regulations Code (SRC), and has expanded the list of qualified buyers of securities.
In a memorandum circular released on Thursday, the agency said that the Commission En Banc on April 20 had approved the proposed amendments to SRC Rules 9 and 10.
“The law provides for certain exceptions to the registration requirements laid down under Sections 8 and 12 for securities issued or guaranteed by, among others, the Philippine government, the government of any country with diplomatic relations with the Philippines, banks except their own shares of stock, multilateral financial entities established through a treaty or any other binding agreement involving the Philippines,” the commission said.
SRC Rules 9 and 10 were amended to reflect the changes.
Section 8 of the SRC requires securities sold and distributed in the country to be registered and approved by the SEC, while Section 12 outlines the procedures for registration.
Under the amended rules, securities issued by financial entities authorized by the commission and the Bangko Sentral ng Pilipinas (BSP), and those issued to the BSP through its open market or through rediscounted operations are included in the exemption.
Multilateral financial entities looking to sell securities are still required to issue an offering circular detailing information on the issuer and the security, background on the institution, and details on the guarantee.
Other evidence of indebtedness will be exempt from registration requirements, as long as these meet the following criteria: issued to not more than 19 non-institutional lenders, payable to a specific person, not negotiable nor assignable and held on to maturity, and securities not exceeding P150 million.
“The commission may, by rule or regulation after public hearing, add to the foregoing any class of securities if it finds that the enforcement of the Code with respect to such securities is not necessary in the public interest and for the protection of investors,” the SEC said.
However, provisions on the purchase, sale, distribution, and settlement of securities will still be implemented. Provisions on fraud, and civil and other liabilities will also apply.
Meanwhile, securities issued and sold to qualified buyers listed under SRC Rule 10.1.3 will also be exempt from Sections 8 and 12 of the Code.
“The SEC will now consider as qualified buyers registered securities dealers, accounts managed by a registered broker under a discretionary arrangement, and registered investment companies, such as mutual fund companies,” the corporate watchdog said.
The exemption covers provident funds or pension funds of a government agency or by government or private corporations, which are managed by an entity authorized by the commission or the BSP, and unit trust corporations established according to the BSP’s rules and regulations.
Other exempt qualified buyers are the following: funds established and covered by a trust or investment management agreement with qualified buyers, authorized pre-need companies, authorized collective investment schemes, listed entities engaging in professional fund management services, and foreign entities matching aforementioned descriptions.
“The commission may also determine as qualified buyers, by rule or order, such other persons on the basis of such factors as financial sophistication, net worth, knowledge, and experience in financial and business matters, or amount of assets under management,” the SEC said. — Keren Concepcion G.

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