Current Report Filing (8-k)
April 22 2022 - 4:17PM
Edgar (US Regulatory)
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2022-04-19
2022-04-19
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2022-04-19
2022-04-19
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2022-04-19
2022-04-19
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SWSSU:RedeemableWarrantsExercisableForCommonStockAtExercisePriceOf11.50PerShareMember
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
April 19, 2022
SPRINGWATER SPECIAL SITUATIONS CORP.
(Exact Name of Registrant as Specified in Charter)
Delaware |
|
001-40757 |
|
85-3501488 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
c/o Graubard Miller
405 Lexington Avenue, 11th Floor
New York, New York 10174
(Address of Principal Executive Offices) (Zip Code)
(212) 818-8800
(Registrant’s Telephone Number, Including
Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since
Last Report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
| ☐ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on
which registered |
Units, each consisting of one share of common stock, $0.0001 par value, and one-half of one redeemable warrant |
|
SWSSU |
|
The Nasdaq Stock Market LLC |
Common stock, par value $0.0001 per share |
|
SWSS |
|
The Nasdaq Stock Market LLC |
Redeemable warrants, exercisable for common stock at an exercise price of $11.50 per share |
|
SWSSW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item
3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On April 19, 2022, Springwater
Special Situations Corp. (the “Company”) received a written notice (the “Notice”) from the Listing
Qualifications Department of the Nasdaq Stock Market (“NASDAQ”) indicating that the Company was not in compliance with
Listing Rule 5250(c)(1) because the Company had failed to file its Annual Report on Form 10-K for the year ended December 31, 2021 (the
“Delinquent Report”).
The Notice stated that
no later than June 18, 2022, the Company was required to submit a plan to regain compliance with respect to the filing of the Delinquent
Report. If NASDAQ accepted the Company’s plan, it would have had the discretion to grant the Company an extension of up to 180 calendar
days from the due date of the Delinquent Report (or until October 12, 2022) to regain compliance.
On April 21, 2022, the Company filed the Delinquent Report with the Securities
and Exchange Commission and on April 22, 2022 it received a notice from NASDAQ indicating it had regained compliance with the listing
rules as a result thereof.
The Company issued a press release announcing the
foregoing, which press release is attached to this Current Report on Form 8-K as exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit |
|
Description |
3.1 |
|
Press release |
|
|
|
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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 hereunto
duly authorized.
Dated: April 22, 2022
|
SPRINGWATER SPECIAL SITUATIONS CORP. |
|
|
|
By: |
/s/ Martin Gruschka |
|
Name: |
Martin Gruschka |
|
Title: |
Chief Executive Officer |
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