ADMINISTRATIVE PROCEEDING
File No. 3-21574

August 22, 2023 - The Securities and Exchange Commission today charged five companies for failing to disclose in SEC Form 12b-25 filings that their request for seeking a delayed quarterly or annual reporting filing was caused by an anticipated restatement or correction of prior financial reporting. Each of the companies was a public reporting company at the time of the violations and agreed to settle the Commission's charges and pay civil penalties. In April 2021, the Commission identified and charged eight companies for similar violations,

Public companies are required to file the SEC's Form 12b-25 "Notification of Late Filing," commonly known as "Form NT" when "not timely" filing a Form 10-Q or Form 10-K and seeking additional days to file their reports. Companies must disclose on the Form NT why their quarterly or annual report could not be filed on time, as well as any anticipated, significant changes in results of operations from the corresponding period for the last fiscal year. The SEC orders find that each of the companies announced restatements or corrections to financial reporting within 3-21 days of their Form NT filings despite failing to provide details disclosing that anticipated restatements or corrections were among the principal reasons for their late filings. The orders also find that the companies failed to disclose on Form NT, as required, that management anticipated significant changes in results of operations.

The SEC's orders find that the below listed companies violated Section 13(a) and Rule 12b-25 under the Securities Exchange Act of 1934 by failing to make the required Form NT disclosures. Without admitting or denying the Commission's findings, the companies agreed to cease-and-desist-orders that made the following findings and require payment of the following penalties:

Omnia Wellness, Inc. (OMWS) - Filed one deficient Form NT and filed one untimely Form 8-K. The New York-based company agreed to pay a penalty of $60,000.

ReShape Lifesciences Inc. (RSLS) - Filed one deficient Form NT. The California-based company agreed to pay a penalty of $35,000.

Vivic. Corp. (VIVC) - Filed one deficient Form NT and one untimely Form 8-K The Nevada-based company agreed to pay a penalty of $60,000.

Black Spade Acquisition Co (BSAQ) - Filed one deficient Form NT. The Hong Kong-based company agreed to pay a penalty of $35,000.

Alpine 4 Holdings, Inc. (ALPP) - Filed one deficient Form NT and one untimely Form 10-Q. The Arizona-based company agreed to pay a penalty of $60,000.

The SEC's investigation was conducted by Michael Keating and supervised by Jeffrey P. Weiss and D. Mark Cave.