Current Report Filing (8-k)
23 November 2022 - 10:31PM
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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 (Date of earliest event reported):
November 21, 2022
Pontem Corporation
(Exact name of registrant as specified in its
charter)
| Cayman Islands |
|
001-39882 |
|
98-1562955 |
|
(State or other jurisdiction of
incorporation or organization) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification Number) |
1140 Avenue of the Americas, 9th Floor
New York, New York 10036
(212) 457-9077
(Address, including zip code, and telephone
number, including area code, of registrant’s principal executive offices)
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 communication 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-commencements 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 Symbols |
|
Name of each exchange on which registered |
| Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant |
|
PNTM.U |
|
New York Stock Exchange |
| Class A ordinary shares included as part of the units |
|
PNTM |
|
New York Stock Exchange |
| Warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 |
|
PNTM WS |
|
New York Stock Exchange |
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). ☒
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 November 21, 2022, Pontem Corporation (the “Company”)
notified the New York Stock Exchange (the “NYSE”) that the Company no longer had a majority of independent directors as required
by Section 303A.01 of the NYSE Listed Company Manual and that the Company no longer had three directors on its Audit Committee as required
by Section 303A.07(a) of the NYSE Listed Company Manual. The Company was not in compliance as the result of the resignation of Erik Olsson
from the Company’s Board of Directors on November 10, 2022.
On November 21, 2022, the Company received written notice from the
NYSE that the Company is deficient in meeting the requirements of Section 303A.01 of the NYSE Listed Company Manual because the Company
does not have a majority of independent directors on its Board and Section 303A.07(a) of the NYSE Listed Company Manual because the Company
does not have three members on its Audit Committee. The NYSE notice advised that the Company has until November 29, 2022 to cure these
deficiencies before being deemed noncompliant. The NYSE’s notice has no immediate effect on the listing of the Company’s ordinary
shares on the NYSE.
The Company’s Board of Directors is currently conducting a search
for at least one new independent director. Upon the appointment of one new independent director to the Board and one new member to the
Audit Committee, the Company will again be in compliance with the requirements of Sections 303A.01 and 303A.07 of the NYSE Listed Company
Manual.
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: November 23, 2022
| |
PONTEM CORPORATION |
| |
|
| |
By: |
/s/ Nina Murphy |
| |
Title: |
Chief Financial Officer |
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