Current Report Filing (8-k)
January 11 2023 - 4:46PM
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date
of earliest event reported): January 11, 2023 (January
9, 2023)
KINS TECHNOLOGY GROUP INC.
(Exact name of registrant as specified in its
charter)
Delaware |
|
001-39642 |
|
85-2104918 |
(State or other jurisdiction of
incorporation ) |
|
(Commission File
Number) |
|
(I.R.S.
Employer
Identification No.) |
Four Palo Alto Square, Suite 200 |
|
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3000 El Camino Real |
|
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Palo Alto, California |
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94306 |
(Address of principal executive
offices) |
|
(Zip Code) |
(650) 575-4456
(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:
|
¨ |
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) |
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¨ |
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 Class A
common stock and one-half of one redeemable warrant |
|
KINZU |
|
The Nasdaq Stock Market LLC |
Class A common stock, par value $0.0001 per share |
|
KINZ |
|
The Nasdaq Stock Market LLC |
Redeemable warrants, each whole warrant exercisable
for one share of Class A common stock at an exercise price of $11.50 |
|
KINZW |
|
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 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company x
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.
On January 9, 2023, KINS Technology Group Inc.
(the “Company”) received a notice from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”)
stating that the Company failed to hold an annual meeting of stockholders within 12 months after its fiscal year ended December 31, 2021,
as required by Nasdaq Listing Rule 5620(a). In accordance with Nasdaq Listing Rule 5810(c)(2)(G), the Company has 45 calendar days (or
until February 23, 2023) to submit a plan to regain compliance and, if Nasdaq accepts the plan, Nasdaq may grant the Company up to 180
calendar days from its fiscal year end, or until June 29, 2023, to regain compliance. The Company intends to submit a compliance plan
within the specified period. While the plan is pending, the Company’s securities will continue to trade on Nasdaq.
Forward-Looking Statements
The disclosure herein includes certain statements
that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the U.S. Private Securities
Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,”
“will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,”
“should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,”
“future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not
statements of historical matters. These forward-looking statements include, but are not limited to, the Company’s submission of
a compliance plan with Nasdaq and regaining compliance with the requirements of Listing Rule 5620(a). These statements are based on various
assumptions and on the current expectations of the Company’s management and are not predictions of actual performance. These forward-looking
statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as,
a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult
or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of the Company.
These forward-looking statements are subject to a number of risks and uncertainties, including the risk that the Company is unable to
submit a compliance plan to Nasdaq within the specified period, or that the compliance plan is not accepted by Nasdaq, those factors discussed
in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 under the heading “Risk Factors,”
and other documents of the Company filed, or to be filed, with the Securities and Exchange Commission. If the risks materialize or assumptions
prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional
risks that the Company presently does not know or that the Company currently believes are immaterial that could also cause actual results
to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect the Company’s
expectations, plans or forecasts of future events and views as of the date hereof. The Company anticipates that subsequent events and
developments will cause the Company’s assessments to change. However, while the Company may elect to update these forward-looking
statements at some point in the future, the Company specifically disclaims any obligation to do so. These forward-looking statements should
not be relied upon as representing the Company’s assessments as of any date subsequent to the date of this disclosure statement.
Accordingly, undue reliance should not be placed upon the forward-looking statements.
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: January 11, 2023
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KINS Technology Group Inc. |
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By: |
/s/ Khurram Sheikh |
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Name: |
Khurram Sheikh |
|
Title: |
Chairman, Chief Executive Officer and Chief Financial Officer |
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