Item 3.01.
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On August 15, 2019, Replay Acquisition Corp. (the Company) received a written notice (the Notice) from the staff of NYSE Regulation of the New York Stock Exchange (NYSE) indicating that the Company is not currently in compliance with Section 802.01B of the NYSE Listed Company Manual (the Manual), which requires the Company to maintain a minimum of 300 public shareholders on a continuous basis.
In accordance with Sections 801 and 802 of the Manual, the Company has been provided a period of 45 days to respond with a business plan that demonstrates how the Company expects to return to compliance with the minimum public shareholders requirement within 18 months of receipt of the Notice. The Company anticipates that it will satisfy this listing requirement within such time period once it consummates an initial business combination.
The Company intends to submit a business plan to return to compliance with the minimum public shareholders requirement within the required timeframe. The Listings Operations Committee (the Committee) of the NYSE will review the business plan. If the Committee accepts the business plan, the Companys securities will remain listed on the NYSE and will be subject to quarterly monitoring for compliance with such plan. If the Committee does not accept the business plan, the Company will be subject to suspension and delisting procedures.
The Companys ordinary shares, warrants and units, which trade under the symbols RPLA, RPLA WS and RPLA.U, respectively, will continue to be listed and traded on the NYSE during the cure period, subject to the Companys compliance with the NYSEs other applicable continued listing standards, and will bear the indicator .BC on the consolidated tape to indicate noncompliance with the NYSEs continued listing standards.
Information Concerning Forward-Looking Statements
The Company makes forward-looking statements in this report within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to expectations or forecasts for future events. These statements may be preceded by, followed by or include the words may, might, will, will likely result, should, estimate, plan, project, forecast, intend, expect, anticipate, believe, seek, continue, target or similar expressions. These forward-looking statements are based on information available to the Company as of the date of this report and involve substantial risks and uncertainties. Actual results may vary materially from those expressed or implied by the forward-looking statements herein due to a variety of factors, including the Companys ability to submit a business plan to regain compliance satisfactory to the NYSE; the Companys ability to evidence that it has at least 300 public shareholders; and other risks and uncertainties set forth in the Companys reports filed with the Securities and Exchange Commission. The Company does not undertake any obligation to update forward-looking statements as a result of new information, future events or developments or otherwise.