Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing
On April 4, 2023, Northern Revival Acquisition Corporation (the "Company")
received a letter (the "MVLS Notice") from the Listing Qualifications Department
(the "Staff") of The Nasdaq Stock Market LLC ("Nasdaq") notifying the Company
that for the last 30 consecutive business days prior to the date of the MVLS
Notice, the Company's Minimum Market Value of Listed Securities ("MVLS") was
less than $35.0 million, which does not meet the requirement for continued
listing on The Nasdaq Capital Market, as required by Nasdaq Listing Rule
5550(b)(2) (the "MVLS Rule"). In accordance with Nasdaq Listing Rule
5810(c)(3)(C), the Staff has provided the Company with 180 calendar days, or
until October 3, 2023, to regain compliance with the MVLS Rule. The MVLS Notice
has no immediate effect on the listing of the Company's securities on The Nasdaq
Capital Market.
Our Sponsor, the holder of our Class B ordinary shares, agreed to convert
6,037,499 of its Class B ordinary shares into Class A ordinary shares which the
Company believes will allow it to regain compliance with the MVLS requirement.
On a pro forma basis, based on the closing stock price of the Class A ordinary
shares on April 4, 2023 of $10.27, this conversion would increase the MVLS by
approximately $62 million. In order for the Company to regain compliance with
the MVLS Rule, the Company's MVLS must equal or exceed $35.0 million for at
least 10 consecutive trading days however and the Staff must provide written
confirmation to the Company to close the matter. Upon receipt of such letter,
the Company will file a subsequent Form 8-K to report the receipt of the letter.
In the event the Company does not regain compliance with the MVLS Rule prior to
the expiration of the compliance period, it will receive written notification
that its securities are subject to delisting. At that time, the Company may
appeal the delisting determination to a Hearings Panel.
While the Company believes the conversion will allow it to regain compliance
with the MVLS Rule, there can be no assurance that the Company will be able to
regain compliance with the MVLS Rule.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
104 Cover Page Interactive Data File
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