Current Report Filing (8-k)
January 26 2023 - 4:32PM
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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 26, 2023 (January 21, 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 |
|
|
3000 El Camino Real |
|
|
Palo Alto, California |
|
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) |
¨ |
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; Transfer of Listing
On January 21, 2023, KINS Technology Group Inc.
(the “Company”) received a written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq
Stock Market (“Nasdaq”) indicating that the Company is not in compliance with Listing Rule 5550(a)(4), due to the Company’s
failure to meet the minimum 500,000 publicly held shares requirement for continued listing on the Nasdaq Capital Market. The Notice is
only a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of the Company’s
securities on the Nasdaq Capital Market.
The Notice states that the Company has until
March 9, 2023 to submit a plan to regain compliance with Listing Rule 5550(a)(4). The Company believes that the issue
identified in the Notice will be resolved upon completion of the previously announced proposed business combination with CXApp
Holding Corp. The Company intends to respond within the required timeframe and is evaluating its options regarding a plan
that it may submit in response to the Notice. If Nasdaq accepts the Company’s plan, Nasdaq may grant the Company an
extension of up to 180 calendar days from the date of the Notice to evidence compliance with Listing Rule 5550(a)(4). If
Nasdaq does not accept the Company’s plan, the Company will have the opportunity to appeal the decision in front of a
Nasdaq Hearings Panel.
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 5550(a)(4). 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, that the compliance plan is not accepted by Nasdaq, the Company’s
ability to evidence that it has a minimum of 500,000 publicly held shares, 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 26, 2023
|
KINS Technology Group Inc. |
|
|
|
By: |
/s/ Khurram Sheikh |
|
Name: |
Khurram Sheikh |
|
Title: |
Chairman, Chief Executive Officer and Chief Financial Officer |
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