NEW YORK, March 5, 2015 /PRNewswire/ -- Chart
Acquisition Corp. (NASDAQ: CACG; CACGW; CACGU) (the "Company" or
"Chart") today announced that on March 2,
2015, the Company received notice from The NASDAQ Stock
Market LLC ("NASDAQ") indicating that the Listing Qualifications
Panel (the "Panel") had determined to delist the Company's
securities from The NASDAQ Capital Market due to the Company's
non-compliance with the minimum shareholder requirements by
March 4, 2015, and to suspend trading
in the Company's securities effective with the open of business on
Thursday, March 5, 2015. The Company
is continuing to move forward with its proposed business
combination with Tempus Applied Solutions, LLC ("Tempus") (the
"Business Combination"), which the Company believes will create a
business that can maintain a strong shareholder base.
The Company intends to appeal the Panel's determination to
suspend trading in its securities to the NASDAQ Listing and Hearing
Review Council (the "Listing Council"), pursuant to which the
Company will seek additional time to complete the Business
Combination and for the combined entity to evidence compliance with
all applicable requirements for initial listing on NASDAQ,
including the minimum shareholder requirements. The Company
believes that it will be able to complete the Business Combination
and evidence compliance with the applicable NASDAQ initial listing
criteria within the discretionary period available to the Listing
Council, which would not expire until August
31, 2015.
Upon the suspension of trading on NASDAQ on March 5, 2015, and pending resolution of the
Company's appeal to the Listing Council, the Company's common
stock, warrants and units will be eligible to trade on the OTC
Markets' OTCQB market tier under the ticker symbols "CACG," "CACGW"
and "CACGU," respectively.
About Chart Acquisition Corp.
Chart is a special purpose acquisition company formed for the
purpose of effecting a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization or similar business
combination with one or more businesses. Chart raised $75 million in its initial public offering in
December 2012.
About OTC Markets Group Inc.
OTC Markets Group Inc. operates Open, Transparent and Connected
financial marketplaces for 10,000 U.S. and global securities. To
learn how OTC Markets Group creates better informed and more
efficient financial marketplaces, visit www.otcmarkets.com. OTC
Link® ATS is operated by OTC Link LLC, member FINRA/SIPC and SEC
registered Alternative Trading System.
Forward-Looking Statements
This report contains forward-looking statements that involve
risks and uncertainties concerning the Business Combination, Tempus
expected financial performance, as well as its strategic and
operational plans. Actual events or results may differ materially
from those described in this report due to a number of risks and
uncertainties. These risks and uncertainties could cause actual
results or outcomes to differ materially from those indicated by
such forward looking-statements. These risks and uncertainties
include, but are not limited to: (1) the occurrence of any event,
change or other circumstances that could give rise to the
termination of the merger agreement between Chart, Tempus and
related parties (the "Merger Agreement"); (2) the outcome of any
legal proceedings that may be instituted against Chart, Tempus or
others following announcement of the Merger Agreement and the
transactions contemplated therein; (3) the inability to complete
the transactions contemplated by the Merger Agreement due to the
failure to obtain approval of the stockholders of Chart; (4) the
inability to extend the termination date by which Chart must
complete a business combination past March
13, 2015 due to the failure to obtain approval of the
stockholders of Chart; (5) delays in obtaining, adverse conditions
contained in, or the inability to obtain necessary regulatory
approvals required to complete the transactions contemplated by the
Merger Agreement; (6) the risk that the Business Combination
disrupts current plans and operations as a result of the
announcement and consummation of the transactions described herein;
(7) the inability to recognize the anticipated benefits of the
Business Combination; (8) Chart's ability to regain compliance with
the continued listing requirements of the Nasdaq Capital Market;
(9) the ability to obtain or maintain the listing of Tempus Applied
Solutions Holdings, Inc.'s (which will be the holding company for
Tempus and Chart following the consummation of the Business
Combination) ("Tempus Holdings") securities on the Nasdaq Capital
Market following the Business Combination, including having the
requisite number of stockholders; (10) costs related to the
Business Combination; (11) changes in applicable laws or
regulations; (12) the possibility that Tempus may be adversely
affected by other economic, business, and/or competitive factors;
and (13) other risks and uncertainties indicated from time to time
in filings with the SEC by Chart or Tempus Holdings.
Readers are referred to the most recent reports filed with the
SEC by Chart. Readers are cautioned not to place undue reliance
upon any forward-looking statements, which speak only as of the
date made, and we undertake no obligation to update or revise the
forward-looking statements, whether as a result of new information,
future events or otherwise.
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SOURCE Chart Acquisition Corp.