Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On May 28, 2021, One Equity Partners Open Water I Corp (the "Company") received
a deficiency letter from the Nasdaq Capital Market ("NASDAQ") indicating that it
is not in compliance with Section 5250(c) of the NASDAQ Rules and Regulations as
a result of its failure to timely file the Form 10-Q for the fiscal quarter
ended March 31, 2021 (the "Form 10-Q").
On April 12, 2021, the staff of the Securities and Exchange Commission ("SEC")
issued a public statement entitled "Staff Statement on Accounting and Reporting
Considerations for Warrants Issued by Special Purpose Acquisition Companies
("SPACs")" (the "Statement'), which clarified guidance for all SPAC-related
companies regarding the accounting and reporting for their warrants. The
immediacy of the effective date of the new guidance set forth in the Statement
has resulted in a significant number of SPACs re-evaluating the accounting
treatment for their warrants with their professional advisors, including
auditors and other advisors responsible for assisting SPACs in the preparation
of financial statements. This, in turn, has resulted in the Company's delay in
preparing and finalizing its financial statements as of and for the quarter
ended March 31, 2021 and filing its Form 10-Q with the SEC by the prescribed
deadline.
Under the NASDAQ's rules, the Company has 60 calendar days from the date of the
deficiency letter to submit to NASDAQ a plan to regain compliance with the
NASDAQ Listing Rules. As required by the NASDAQ rules, on June 4, 2021, the
Company issued a press release regarding the matters described in this Item
3.01. A copy of the press release is included as Exhibit 99.1 to this Current
Report and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
Exhibit
Number Description
99.1 Press release, dated June 4, 2021.
1
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ONE EQUITY PARTNERS OPEN WATER I CORP. 
