Current Report Filing (8-k)
April 11 2023 - 5:17PM
Edgar (US Regulatory)
0001831964
false
0001831964
2023-04-04
2023-04-04
0001831964
NRAC:UnitsEachConsistingOfOneClassOrdinaryShareAndOnethirdOfOneRedeemableWarrantMember
2023-04-04
2023-04-04
0001831964
NRAC:ClassOrdinarySharesParValue0.0001PerShareMember
2023-04-04
2023-04-04
0001831964
NRAC:RedeemableWarrantsEachWholeWarrantExercisableForOneClassOrdinaryShareAtExercisePriceOf11.50Member
2023-04-04
2023-04-04
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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
April 4, 2023
Date of Report (Date of earliest event reported)
NORTHERN REVIVAL ACQUISITION CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Cayman Islands |
|
001-39970 |
|
98-1566660 |
(State or other jurisdiction of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer Identification No.) |
4001 Kennett Pike, Suite 302
Wilmington, DE |
|
19807 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (302) 338-9130
N/A
(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 |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
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 Class A ordinary share and one-third of one redeemable warrant |
NRACU |
Nasdaq Capital Market |
Class A ordinary shares, par value $0.0001 per share |
NRAC |
Nasdaq Capital Market |
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 |
NRACW |
Nasdaq Capital Market |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2).
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 April 4, 2023, Northern Revival Acquisition Corporation (the “Company”)
received a letter (the “MVLS Notice”) from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock
Market LLC (“Nasdaq”) notifying the Company that for the last 30 consecutive business days prior to the date of the MVLS Notice,
the Company’s Minimum Market Value of Listed Securities (“MVLS”) was less than $35.0 million, which does not meet the
requirement for continued listing on The Nasdaq Capital Market, as required by Nasdaq Listing Rule 5550(b)(2) (the “MVLS Rule”).
In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Staff has provided the Company with 180 calendar days, or until October 3, 2023,
to regain compliance with the MVLS Rule. The MVLS Notice has no immediate effect on the listing of the Company’s securities on The
Nasdaq Capital Market.
Our Sponsor, the holder of our Class B ordinary shares, agreed to convert
6,037,499 of its Class B ordinary shares into Class A ordinary shares which the Company believes will allow it to regain compliance with
the MVLS requirement. On a pro forma basis, based on the closing stock price of the Class A ordinary shares on April 4, 2023 of $10.27,
this conversion would increase the MVLS by approximately $62 million. In order for the Company to regain compliance with the MVLS Rule,
the Company’s MVLS must equal or exceed $35.0 million for at least 10 consecutive trading days however and the Staff must provide
written confirmation to the Company to close the matter. Upon receipt of such letter, the Company will file a subsequent Form 8-K to report
the receipt of the letter.
In the event the Company does not regain compliance with the MVLS Rule
prior to the expiration of the compliance period, it will receive written notification that its securities are subject to delisting. At
that time, the Company may appeal the delisting determination to a Hearings Panel.
While the Company believes the conversion will allow it to regain compliance
with the MVLS Rule, there can be no assurance that the Company will be able to regain compliance with the MVLS Rule.
Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
104 Cover
Page Interactive Data File
SIGNATURES
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 11, 2023
NORTHERN REVIVAL ACQUISITION CORPORATION. |
|
|
|
By: |
/s/ Aemish Shah |
|
Name: |
Aemish Shah |
|
Title: |
Chief Executive Officer and Chairman |
|
Northern Rivival Acquisi... (NASDAQ:NRAC)
Historical Stock Chart
From Aug 2024 to Sep 2024
Northern Rivival Acquisi... (NASDAQ:NRAC)
Historical Stock Chart
From Sep 2023 to Sep 2024