Current Report Filing (8-k)
04 June 2021 - 8:01PM
Edgar (US Regulatory)
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 June 4, 2021
Recharge Acquisition Corp.
(Exact name of registrant as specified in its charter)
Delaware
|
|
001-39578
|
|
85-1873676
|
(State or other jurisdiction
of incorporation)
|
|
(Commission
File Number)
|
|
(IRS Employer
Identification No.)
|
1900 Main Street, Suite 201
Sarasota, Florida 34236
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (937) 610-4057
Not Applicable
(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))
|
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 share of Class A Common Stock and one-half of one Redeemable Warrant
|
|
RCHGU
|
|
The Nasdaq Stock Market LLC
|
|
|
|
|
|
Class A Common Stock, par value $0.0001 per share
|
|
RCHG
|
|
The Nasdaq Stock Market LLC
|
|
|
|
|
|
Warrants, each exercisable for one share Class A Common Stock for $11.50 per share
|
|
RCHGW
|
|
The Nasdaq Stock Market LLC
|
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 þ
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 in the
Form 12b-25 filed on May 15, 2021 by Recharge Acquisition Corp., on April 12, 2021, the staff (the “Staff”) of the
Division of Corporation Finance of the Securities and Exchange Commission (the “SEC”) issued a statement entitled “Staff
Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies” (the “Staff
Statement”). The Staff Statement, among other things, highlighted the potential accounting implications of certain terms that
are common in warrants issued in connection with the initial public offerings of special purpose acquisition companies such as the Company.
As a result of the Staff Statement, the Company required additional time to file its Quarterly Report on Form 10-Q for the quarter ended
March 31, 2021 (the “Form 10-Q”).
On May 28, 2021, 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 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 on May 28, 2021 or, until 60 calendar days from the Notice, 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 (May 24, 2021), or until November 22, 2021, 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.
As noted above, the Company is working diligently
to complete its Form 10-Q. The Company intends to file the Form 10-Q as soon as practicable to regain compliance with the Nasdaq Listing
Rule.
Item 8.01. Other Events.
On June 4, 2021, 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
(d) 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.
Dated: June 4, 2021
|
Recharge Acquisition Corp.
|
|
|
|
|
By:
|
/s/Anthony Kenney
|
|
|
Name:
|
Anthony Kenney
|
|
|
Title:
|
Chief Executive Officer
|
Recharge Acquisition (NASDAQ:RCHGU)
Historical Stock Chart
From Sep 2024 to Oct 2024
Recharge Acquisition (NASDAQ:RCHGU)
Historical Stock Chart
From Oct 2023 to Oct 2024