UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
For the month of: February 2015
Commission File Number: 001-35698
COLLABRIUM JAPAN ACQUISITION CORPORATION
(Translation of registrant’s name into English)
16 Old Bond Street, London W1S 4PS
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): _____.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): _____.
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes ☐ No ☒
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): __________.
Other Information.
On February 2, 2015, Collabrium Japan Acquisition Corporation (the “Company”) received a notice from the Nasdaq Hearings Panel (the “Panel”) indicating that the Panel has determined to delist the Company’s securities from The Nasdaq Stock Market (“Nasdaq”), effective at the open of business on February 4, 2015. After such time, the Company expects that its ordinary shares, warrants and units will continue to trade over-the-counter.
As previously disclosed, on August 28, 2014, the Nasdaq staff notified the Company that it had determined to delist the Company’s securities for failure to comply with Listing Rule 5550(a)(3), which requires that the Company have at least 300 public holders for continued listing on Nasdaq Capital Market. The Company requested that the Panel review the Nasdaq staff’s determination and a hearing was held before the Panel on October 16, 2014. The Panel initially determined on November 12, 2014 to continue the listing of the Company’s securities on Nasdaq. However, the Panel’s initial decision was subject to certain conditions, including that, on or before February 24, 2015, the Company complete an initial business combination. In making its subsequent determination on February 2, 2015 to delist the Company’s securities from Nasdaq, the Panel concluded that it was improbable that the Company would be able to complete a business combination within the allotted time.
The Company does not intend to appeal the Panel’s decision. Trading in the Company’s securities on Nasdaq will be suspended as of the open of business on February 4, 2015. Nasdaq will complete the delisting by filing a Form 25-NSE with the Securities and Exchange Commission after all applicable appeal periods have lapsed.
A copy of the press release issued by the Company announcing the Panel’s decision is included as Exhibit 99.1 to this Report of Foreign Private Issuer on Form 6-K.
Exhibits
Exhibit No. | Description | |
99.1 | Press release dated February 4, 2015. |
2 |
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: February 4, 2015
COLLABRIUM JAPAN ACQUISITION CORPORATION | ||
By: | /s/ Koji Fusa | |
Name: Koji Fusa | ||
Title: Chief Executive Officer |
3 |
INDEX TO EXHIBITS
Exhibit No. | Description | |
99.1 | Press release dated February 4, 2015. |
4
Exhibit 99.1
COLLABRIUM JAPAN ACQUISITION CORPORATION
Company’s Securities to be Delisted from Nasdaq
London, England, February 4, 2015 – Collabrium Japan Acquisition Corporation (NASDAQ: JACQ; JACQW; JACQU) (“Collabrium” or the “Company”) today announced that, on February 2, 2015, it received a notice from the Nasdaq Hearings Panel (the “Panel”) indicating that the Panel has determined to delist the Company’s securities from The Nasdaq Stock Market (“Nasdaq”), effective at the open of business on February 4, 2015. After such time, the Company expects that its ordinary shares, warrants and units will continue to trade over-the-counter.
As previously disclosed, on August 28, 2014, the Nasdaq staff notified the Company that it had determined to delist the Company’s securities for failure to comply with Listing Rule 5550(a)(3), which requires that the Company have at least 300 public holders for continued listing on Nasdaq Capital Market. The Company requested that the Panel review the Nasdaq staff’s determination and a hearing was held before the Panel on October 16, 2014. The Panel initially determined on November 12, 2014 to continue the listing of the Company’s securities on Nasdaq. However, the Panel’s initial decision was subject to certain conditions, including that, on or before February 24, 2015, the Company complete an initial business combination. In making its subsequent determination on February 2, 2015 to delist the Company’s securities from Nasdaq, the Panel concluded that it was improbable that the Company would be able to complete a business combination within the allotted time.
The Company does not intend to appeal the Panel’s decision. Trading in the Company’s securities on Nasdaq will be suspended as of the open of business on February 4, 2015. Nasdaq will complete the delisting by filing a Form 25-NSE with the Securities and Exchange Commission after all applicable appeal periods have lapsed.
About Collabrium
Collabrium Japan Acquisition Corporation is a blank check company organized for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation, contractual control arrangement with, purchasing all or substantially all of the assets of, or any other similar business combination with, one or more businesses or entities. The Company’s efforts to identify a prospective target business are not limited to any particular industry or geographic region.
Forward-Looking Statements
In addition to historical information, this release may contain a number of “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to outlooks or expectations for earnings, revenues, expenses or other future financial or business performance, strategies or expectations, or the impact of legal or regulatory matters on business, results of operations or financial condition. When used in this release, the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “predict,” “potential” and “should,” as they relate to the Company are intended to identify these forward-looking statements. All statements by the Company regarding the possible or assumed future results of its business, financial condition, liquidity, results of operations, plans and objectives and similar matters are forward-looking statements. These forward-looking statements are based on information available to Collabrium as of the date hereof and involve a number of risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing Collabrium’s views as of any subsequent date. These forward-looking statements involve a number of known and unknown risks and uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. You should not place undue reliance on these forward-looking statements. Except as may be required pursuant to applicable securities laws, Collabrium undertakes no obligation to update or revise any forward-looking statements to reflect events or circumstances after the date hereof, whether as a result of new information, future events or otherwise.
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Company Contact:
Koji Fusa
Collabrium Japan Acquisition Corporation
44-20-7408-4710