BARINGTON/HILCO ACQUISITION CORP. (NASDAQ:BHAC) Files An 8-K Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of ListingItem 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On August 23, 2018, Barington/Hilco Acquisition Corp. (“BHAC” or the “Company”) received a written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that it was no long in compliance with the Nasdaq Listing Rules (the “Rules’).
In the Notice Nasdaq advised BHAC that, to Rule IM-5101-2, a special purpose acquisition company (“SPAC”) must complete one or more business combinations within 36 months of the effectiveness of the SPAC’s initial public offering. Since the Company’s registration statement became effective on February 5, 2015, it was required to complete its initial business combination by no later than February 5, 2018. Such rule also provides that if the Company does not comply with the above requirement, Nasdaq will issue a Staff Delisting Determination under Rule 5810 to delist the Company’s securities.
Accordingly, Nasdaq has advised BHAC that its securities will be delisted from The Nasdaq Stock Market and, unless the Company requests an appeal of such determination, its securities will be suspended from trading at the opening of business on September 4, 2018 and a Form 25-NSE will be filed with the Securities and Exchange Commission removing the Company’s securities from listing and registration on the Nasdaq Stock Market.
In addition, Nasdaq advised the Company that it also does not comply with Nasdaq’s filing requirements for continued listing set forth in Listing Rule 5250(c)(1) because it has not filed its Form 10-Q for the period ended June 30, 2018, which violation serves as an additional basis for delisting.
The Company intends to file its June 30, 2018 Form 10-Q with SEC by no later than September 12, 2018, and is currently in negotiations with a third party to consummate a business combination. Accordingly, on August 30, 2018, the Company appealed the Staff’s delisting determination by requesting a hearing with a Nasdaq Hearings Panel to the procedures set forth in the Nasdaq Listing Rule 5800 Series.
There can be no assurance that the Company will be able to enter into a definitive agreement to consummate a business combination or that the Nasdaq Hearings Panel will not affirm the Staff’s delisting determination.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits.
| Exhibit99.1 | Press release dated August 30, 2018 |
BARINGTON/HILCO ACQUISITION CORP. ExhibitEX-99.1 2 s112430_ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 BARINGTON/HILCO ACQUISITION CORP. RECEIVES NASDAQ DELISTING NOTICE FOR IMMEDIATE RELEASE: Los Angeles,…To view the full exhibit click here
