Current Report Filing (8-k)
04 June 2022 - 6:46AM
Edgar (US Regulatory)
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2022-06-01
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2022-06-01
2022-06-01
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ESSCU:WarrantsEachExercisableForOnehalfOfOneOrdinaryShareEachWholeOrdinaryShareExercisableFor11.50PerShareMember
2022-06-01
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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
Date of Report (Date of earliest event reported): June
1, 2022
East Stone Acquisition
Corporation
(Exact name of registrant as specified in its charter)
| British Virgin Islands |
|
001-39233 |
|
N/A |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
2 Burlington Woods Drive, Suite 100
Burlington, MA 01803
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including area
code: (781) 202 9128
25 Mall Road, Suite 330
Burlington, MA 01803
(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)) |
Indicate by check mark whether
the registrant is an emerging 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.
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 Ordinary Share, one Right and one Warrant |
|
ESSCU |
|
The Nasdaq Stock Market LLC |
| Ordinary Shares, no par value |
|
ESSC |
|
The Nasdaq Stock Market LLC |
| Rights, exchangeable into one-tenth of one Ordinary Share |
|
ESSCR |
|
The Nasdaq Stock Market LLC |
| Warrants, each exercisable for one-half of one Ordinary Share, each whole Ordinary Share exercisable for $11.50 per share |
|
ESSCW |
|
The Nasdaq Stock Market LLC |
Item 3.01 Notice of Delisting or Failure to Satisfy
a Continued Listing Rule or Standard; Transfer of Listing.
As previously disclosed in the
Form 12b-25 filed on May 16, 2022 by East Stone Acquisition Corporation (the “Company”), the Company required additional
time to file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 (the “Form 10-Q”).
On June 1, 2022, the Company received
a notice from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) (the “Notice”)
stating that the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Rule”) because it has not timely
filed the Form 10-Q with the Securities and Exchange Commission (the “SEC”). The
Rule requires listed companies to timely file all required periodic financial reports with the SEC. The Notice has no immediate
effect on the listing or trading of the Company’s securities. However, if the Company
fails to timely regain compliance with the Rule, the Company’s securities will be subject to delisting from Nasdaq.
Under Nasdaq rules, the Company
has 60 calendar days from receipt of the Notice (which is June 1, 2022), or until August 1, 2022, to submit a plan to regain compliance
with the Rule. If Nasdaq accepts the Company's plan, then Nasdaq may grant an exception of up to 180 calendar days from the due date of
the Form 10-Q (which was May 23, 2022), or until November 21, 2022, to regain compliance. However, there can be no assurance that Nasdaq
will accept the Company's plan to regain compliance or that the Company will be able to regain compliance within any extension period
granted by Nasdaq. If Nasdaq does not accept the Company’s plan, then the Company will have the opportunity to appeal
that decision to a Nasdaq hearings panel.
The Company is working diligently
to complete its Form 10-Q and intends to file the Form 10-Q as soon as practicable to regain compliance with the Rule.
Item 8.01 Other Events.
On June 3, 2022, the Company
issued a press release announcing its receipt of the Notice. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
Item 9.01 Financial
Statements and Exhibits.
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.
| |
East Stone Acquisition Corporation |
| |
|
|
| Date: June 3, 2022 |
By: |
/s/ Xiaoma (Sherman) Lu |
| |
|
Name: |
Xiaoma (Sherman) Lu |
| |
|
Title: |
Chief Executive Officer |
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