UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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, 2021
DUDDELL STREET ACQUISITION CORP.
(Exact Name of Registrant as Specified in its Charter)
| Cayman Islands | 333-249207 | N/A | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
|
8/F Printing House, 6 Duddell Street Hong Kong |
00000 | |
| (Address of Principal Executive Offices) | (Zip Code) |
| Registrant’s telephone number, including area code: + 852 3468 6200 |
| 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 (see General Instruction A.2. below):
|
| ☐ 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 | DSAC | Nasdaq Capital Market | ||
| Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | DSACW | Nasdaq Capital Market | ||
| Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant | DSACU | Nasdaq Capital Market |
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. ☐
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On May 28, 2021, Duddell Street Acquisition Corp. (the “Company”) received a notification letter from the Nasdaq Capital Market (“Nasdaq”) indicating that it is not in compliance with Section 5250(c)(1) of the Nasdaq Rules and Regulations as a result of its failure to timely file the Form 10-Q for the fiscal quarter ended March 31, 2021 (the “Form 10-Q”).
As previously disclosed in the Form 12b-25 filed by the Company on May 17, 2021, on April 12, 2021, the staff of the Securities and Exchange Commission (“SEC”) issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “Statement”), which clarified guidance for all SPAC-related companies regarding the accounting and reporting for their warrants. The immediacy of the effective date of the new guidance set forth in the Statement has resulted in a significant number of SPACs re-evaluating the accounting treatment for their warrants with their professional advisors, including auditors and other advisors responsible for assisting SPACs in the preparation of financial statements. The Company is reviewing the impacts of the Statement, together with its professional advisors, on the Company’s unaudited financial statements for the quarterly period ended March 31, 2021. The foregoing, as well as the time and dedication of resources needed to prepare the Form 10-Q, in turn, has resulted in the Company’s delay in filing its Form 10-Q with the SEC by the prescribed deadline.
Under Nasdaq’s rules, the Company has 60 calendar days from the date of the notification letter to submit to Nasdaq a plan to regain compliance. If Nasdaq accepts the Company’s plan, then Nasdaq may grant the Company up to 180 days from the prescribed due date for filing the Form 10-Q to regain compliance. 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 intends to file its 10-Q as promptly as practicable to cure the deficiency outlined in the letter from Nasdaq.
As required by the Nasdaq rules, on June 1, 2021, the Company issued a press release regarding the matters described in this Item 3.01. A copy of the press release is included as Exhibit 99.1 to this Current Report and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release, dated June 1, 2021 |
SIGNATURES
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: June 1, 2021
| DUDDELL STREET ACQUISITION CORP. | ||
| By: | /s/ Manoj Jain | |
| Manoj Jain | ||
| Chief Executive Officer | ||
Exhibit 99.1
Duddell Street Acquisition Corp. Receives Notice from Nasdaq Regarding Delayed Quarterly Report
HONG KONG – June 1, 2021 – Duddell Street Acquisition Corp. (the “Company”) today announced that it received on May 28, 2021 a notification letter from the Nasdaq Capital Market (“Nasdaq”) relating to the Company’s failure to timely file its Quarterly Report on Form 10-Q with the Securities and Exchange Commission (the “SEC”) for the quarter ended March 31, 2021 (the “Form 10-Q”) as required under Section 5250(c)(1) of the Nasdaq Rules and Regulations.
The Company expects to file its Form 10-Q or to submit a plan to regain compliance within the timeline prescribed by Nasdaq. Under Nasdaq’s listing rules, the Company has 60 calendar days from the date of the letter to submit a plan to regain compliance. If the plan is accepted by Nasdaq, the Company can be granted an exception of up to 180 calendar days from the original due date of the Form 10-Q, or until November 22, 2021, to regain compliance. The Nasdaq notice has no immediate effect on the trading of the Company’s securities on the Nasdaq Capital Market.
As previously disclosed in the Form 12b-25 filed with the SEC by the Company on May 17, 2021, on April 12, 2021, the SEC issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “Statement”), which clarified guidance for all SPAC-related companies regarding the accounting and reporting for their warrants. The immediacy of the effective date of the new guidance set forth in the Statement has resulted in a significant number of SPACs re-evaluating the accounting treatment for their warrants with their professional advisors, including auditors and other advisors responsible for assisting SPACs in the preparation of financial statements. The Company is reviewing the impacts of the Statement, together with its professional advisors, on the Company’s unaudited financial statements for the quarterly period ended March 31, 2021.
The Company believes the change in SEC guidance does not affect its strategy to acquire a target business or financial performance. The Company is in compliance with all other Nasdaq continued listing standards. The Company expects to file the Form 10-Q as promptly as practicable and does not foresee any risk of non-compliance with the Nasdaq 60-day remediation timeframe.
About Duddell Street Acquisition Corp.
Duddell Street Acquisition Corp. was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Although the Company’s efforts to identify a prospective business combination opportunity will not be limited to a particular industry, it intends to focus on global companies in telecom, media and technology, healthcare, fintech and consumer sectors with compelling Asian growth potential.
Cautionary Note Concerning Forward-Looking Statements
This press release contains statements that constitute “forward-looking statements,” including with respect to the Company’s search for an initial business combination. No assurance can be given that the Company will ultimately complete a business combination transaction. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and prospectus for the initial public offering filed with the SEC. Copies are available on the SEC's website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Investor Contact:
Sam Joshi
Head of Business Development & Investor Relations
Maso Capital
8th Floor, Printing House
6 Duddell Street, Hong Kong
+ 852 3468 6225
Sam.Joshi@masocapital.com
https://masocapital.com/
https://dsac.co