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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): December 14, 2023

 

DISRUPTIVE ACQUISITION CORPORATION I

(Exact Name of Registrant as Specified in Its Charter)

 

Cayman Islands ‎001-40279‎ N/A
(State or Other Jurisdiction of
Incorporation or Organization)		 ‎(Commission File Number)‎ (I.R.S. Employer Identification Number)

 

‎11501 Rock Rose Avenue, Suite 200

Austin, Texas

‎78758

(Address of Principal Executive Offices) (Zip Code)

 

(Registrant’s Telephone Number, Including Area Code): ‎(424) 205-6858‎

 

N/A

‎(Former Name or Former Address, If Changed Since Last Report)‎

 

☐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

Class A Ordinary Shares, par value $0.0001 per share ‎‎DISA The Nasdaq Stock Market LLC
Redeemable warrants, each one whole warrant ‎exercisable for one Class A ordinary share at an ‎exercise price of $11.50‎ DISAW The Nasdaq Stock Market LLC
Units, each consisting of one Class A ordinary share ‎and one-third of one redeemable warrant DISAU The Nasdaq Stock Market LLC

 

Indicate by check mark whether the regging growth company as defined in Rule 405 of the Securities Act of 1933 ‎‎(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).‎

 

Emerging growth company ☒

 

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.

 

As previously disclosed, on June 16, 2023, Disruptive Acquisition Corporation I (the “Company”) received a written notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company was no longer in compliance with Listing Rule 5550(b)(2) (the “MVLS Listing Requirement”) with respect to its Class A ordinary shares (the “Ordinary Shares”), which requires the Company to maintain an aggregate market value of listed securities of at least $35.0 million for continued listing on The Nasdaq Capital Market (the “Original Notice”). The Original Notice additionally indicated that the Company had 180 calendar days from the date of the Original Notice, or until December 13, 2023 (the “Compliance Deadline”), to regain compliance with the MVLS Listing Requirement.

 

On December 14, 2023, the Company received a written notice from the Listing Qualifications Department of Nasdaq indicating that the Company had not regained compliance with the MVLS Listing Requirement by the Compliance Deadline. Accordingly, Nasdaq informed the Company that the Company’s securities would be delisted from Nasdaq. In addition, unless the Company requests an appeal of this determination, trading of the Ordinary Shares will be suspended at the opening of business on December 26, 2023, and a Form 25-NSE will be filed with the Securities and Exchange Commission, which will remove the Ordinary Shares, the Company’s redeemable warrants to purchase the Ordinary Shares (the “Warrants”) and units consisting of one Ordinary Share and one-third of a Warrant (together with the Ordinary Shares and the Warrants, the “Securities”) from listing and registration on Nasdaq.

 

The Company does not intend to appeal Nasdaq’s determination and, accordingly, the Company expects that its Securities will be delisted. The Company is evaluating redeeming its Ordinary Shares prior to its business combination deadline of March 26, 2024.

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: December 20, 2023

 

    DISRUPTIVE ACQUISITION CORPORATION I
     
    By: /s/ Phillip C. Caputo
      Name: Phillip C. Caputo
      Title: Chief Financial Officer

 

 

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Dec. 14, 2023
Document Type 8-K
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Document Period End Date Dec. 14, 2023
Entity File Number 001-40279
Entity Registrant Name DISRUPTIVE ACQUISITION CORPORATION I
Entity Central Index Key 0001838831
Entity Tax Identification Number 00-0000000
Entity Incorporation, State or Country Code E9
Entity Address, Address Line One 11501 Rock Rose Avenue
Entity Address, Address Line Two Suite 200
Entity Address, City or Town Austin
Entity Address, State or Province TX
Entity Address, Postal Zip Code 78758
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Local Phone Number 205-6858
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Pre-commencement Issuer Tender Offer false
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Class A Ordinary Shares, par value $0.0001 per share  
Title of 12(b) Security Class A Ordinary Shares, par value $0.0001 per share
Trading Symbol ‎‎DISA
Security Exchange Name NASDAQ
Redeemable warrants, each one whole warrant ‎exercisable for one Class A ordinary share at an ‎exercise price of $11.50‎  
Title of 12(b) Security Redeemable warrants, each one whole warrant ‎exercisable for one Class A ordinary share at an ‎exercise price of $11.50‎
Trading Symbol DISAW
Security Exchange Name NASDAQ
Units, each consisting of one Class A ordinary share ‎and one-third of one redeemable warrant  
Title of 12(b) Security Units, each consisting of one Class A ordinary share ‎and one-third of one redeemable warrant
Trading Symbol DISAU
Security Exchange Name NASDAQ
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