Twelve Seas Investment Company II Announces Receipt of Notice from Nasdaq Regarding Late Filing of Annual Report on Form 10-Q
30 Mai 2024 - 12:15AM
Twelve Seas Investment Company II (NASDAQ): TWLV) (the “Company”)
today announced that it has received a notice (the “Notice”) from
the Listing Qualifications Department of The Nasdaq Stock Market
(“Nasdaq”) as a result of its failure to timely file its Quarterly
Report on Form 10-Q for the quarterly period ended March 31, 2024
(the “Form 10-Q”); consequently, the Company is not in compliance
with Nasdaq’s continued listing requirements under the timely
filing criteria established in Nasdaq Listing Rule 5250(c)(1). The
Notice advised this matter serves as an additional basis for
delisting the Company’s securities from Nasdaq.
As reported by the Company in its Form 12b-25
filed with the Securities and Exchange Commission (the “SEC”) on
May 16, 2024, the Company was unable to file its Form 10-Q within
the prescribed time period without unreasonable effort or expense.
The extension period provided under SEC Rule 12b-25 expired on May
20, 2024.
As previously disclosed, the Company (i)
presented their views about the deficiency, among other things, to
the Nasdaq Hearings Panel (the “Panel”) at the hearings conference
on May 2, 2024 and (ii) on May 15, 2024, received a decision from
the Panel granting the Company’s request for an exception until
June 7, 2024 and continued listing on the Nasdaq Capital Market,
subject to certain conditions. Pursuant to the Notice and
Listing Rule 5810(d), the Company has seven days, or until May 30,
2024, to present its views with respect to this matter to the Panel
since the Panel will consider this matter in rendering a
determination regarding the Company’s continued listing on the
Nasdaq Capital Market. The Notice advised that if the Company does
not present additional information about the matter, the Panel will
consider the record as presented at the hearings conference and
will make its determination based on that information.
About Twelve Seas Investment Company
II
Twelve Seas Investment Company II, a Delaware
corporation, is a blank check company organized for the purpose of
effecting a merger, share exchange, asset acquisition, share
purchase, recapitalization, reorganization, or other similar
business combination with one or more businesses or entities. While
the Company may pursue an initial business combination target in
any business, industry or geographic location, it is focusing its
search on global companies located outside the United States,
primarily in the Pan-Eurasian region, including Western
Europe, Eastern Europe and the Middle East. The Company also
considers prospective targets located in the United States,
but which are owned by non-U.S. shareholders, including sovereign
wealth funds, family offices or industrial conglomerates
headquartered in the Pan-Eurasian region. The Company’s
management team has an extensive track record of creating value for
stockholders by acquiring attractive businesses at disciplined
valuations, investing in growth while fostering financial
discipline and ultimately improving financial results.
Forward-Looking Statements
This press release may include, and oral
statements made from time to time by representatives of the Company
may include, “forward-looking statements” within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. Statements
regarding possible business combinations and the financing thereof,
and related matters, as well as all other statements other than
statements of historical fact included in this press release are
forward-looking statements. When used in this press release, words
such as “anticipate,” “believe,” “continue,” “could,” “estimate,”
“expect,” “intend,” “may,” “might,” “plan,” “possible,”
“potential,” “predict,” “project,” “should,” “would” and similar
expressions, as they relate to us or our management team, identify
forward-looking statements. Such forward-looking statements are
based on the beliefs of management, as well as assumptions made by,
and information currently available to, the Company’s management.
Actual results could differ materially from those contemplated by
the forward-looking statements as a result of certain factors
detailed in the Company’s filings with the SEC. All subsequent
written or oral forward-looking statements attributable to us or
persons acting on our behalf are qualified in their entirety by
this paragraph. 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 sections of the
Company’s filings with the SEC. The Company undertakes no
obligation to update these statements for revisions or changes
after the date of this release, except as required by law.
Contact:
Dimitri ElkinTwelve Seas Investment Company IIdelkin
@twelveseascapital.com
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