Public Holders and Shareholder Meeting
Rule 5505(a)(3): a company must have at least 300 Round Lot Holders to list on the Capital Market.
Rule 5620(a): Each Company listing common stock or voting preferred stock, and their equivalents, shall hold an annual meeting of Shareholders no later than one year after the end of the Company's fiscal year-end, unless such Company
is a limited partnership that meets the requirements of Rule 5615(a)(4)(D).
Issue: At issue is whether the Listing Council should grant the Company, which is a SPAC, an exception where it is noncompliant with Nasdaq Listing Rule 5505(a)(3)
and Rule 5620(a).
Determination: Affirm the decision of the Panel to suspend the Company’s securities, grant the Company an exception until May 27, 2024, to complete a business combination and
demonstrate compliance with the Exchange’s initial listing standards, and remand matter to the Panel.
The Panel exhausted its ability to provide the Company with an additional extension of time. As such, the Listing Council found that the Panel’s determination to delist the Company’s securities from the Exchange was appropriate.
The Listing Council was cognizant that the Panel may have provided the Company more time if available under the rules. The Listing Council determined to exercise its discretionary authority under Rule 5820(d)(1) to grant the Company an exception until May
27, 2024, to complete a business combination and demonstrate compliance with the Exchange’s initial listing standards.
While the Listing Council shared Staff’s concerns about missed deadlines as well as uncertainties with the timing and ultimate success of the Company’s plan, the Listing Council believed that the steps that the Company made towards
satisfying the closing conditions to complete the Business Combination and meet the Exchange’s initial listing standards, warranted a limited exception. The Listing Council did not believe it was appropriate to remove the suspension of trading given that the
Company was indisputably out of compliance and absent closing of the Business Combination, had not demonstrated a plan to come into compliance. In granting the extension, the Listing Council considered various factors, including but not limited
to, the merger agreement and limited closing conditions outstanding, the Company’s representations that they had secured the necessary funding for closing and obtained the necessary approvals and tax rulings required for closing,
and the Company’s plan to meet the Exchange’s initial listing requirements.
The Listing Council instructed the Panel to delist the Company should it fail to complete the Business Combination and demonstrate compliance with the Exchange’s initial listing standards by May 27, 2024.