Washington, D.C. 20549


FORM 12b-25




(Check one):  Form 10-K ☐ Form 20-F  Form 11-K  Form 10-Q  Form 10-D
   Form N-CEN  Form N-CSR      
  For Period Ended: December 31, 2022
  ☐ Transition Report on Form 10-K    
  ☐ Transition Report on Form 20-F    
  ☐ Transition Report on Form 11-K    
  ☐ Transition Report on Form 10-Q    
  For the Transition Period Ended:  

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:





Pontem Corporation
Full Name of Registrant
Former Name if Applicable
2170 Buckthorne Place, Suite 320
Address of Principal Executive Office (Street and Number)
The Woodlands, Texas 77380
City, State and Zip Code






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 reason 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-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
  (c) The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.




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.


Pontem Corporation (the “Company”) is filing this Notification of Late Filing on Form 12b-25 with respect to its Annual Report on Form 10-K for the year ended December 31, 2022 (the “Form 10-K”). The Company is unable to file its Form 10-K within the prescribed time period without unreasonable effort or expense because it requires additional time to complete its procedures relating to its year-end financial reporting and auditing process. As a result of the foregoing, Marcum LLP, the Company’s independent registered public accounting firm, has not yet completed its audit procedures.


The Company anticipates that the Form 10-K will be filed on or before the fifteenth calendar day following the prescribed due date.





(1) Name and telephone number of person to contact in regard to this notification
  Nina Murphy   212   457-9077
  (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 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. 





Pontem Corporation 


(Name of Registrant as Specified in Charter)


has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.


Date March 31, 2023 /s/ Nina Murphy
  Nina Murphy
Chief Financial Officer





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