Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing
On January 21, 2023, KINS Technology Group Inc. (the "Company") received a
written notice (the "Notice") from the Listing Qualifications Department of The
Nasdaq Stock Market ("Nasdaq") indicating that the Company is not in compliance
with Listing Rule 5550(a)(4), due to the Company's failure to meet the minimum
500,000 publicly held shares requirement for continued listing on the Nasdaq
Capital Market. The Notice is only a notification of deficiency, not of imminent
delisting, and has no current effect on the listing or trading of the Company's
securities on the Nasdaq Capital Market.
The Notice states that the Company has until March 9, 2023 to submit a plan to
regain compliance with Listing Rule ??5550(a)(4). The Company believes that the
issue identified in the Notice will be resolved upon completion of the
previously announced proposed business combination with CXApp Holding Corp. The
Company intends to respond within the required timeframe and is evaluating its
options regarding a ?plan that it may submit in response to the Notice. If
Nasdaq accepts the Company's plan, Nasdaq may grant the ?Company an extension of
up to 180 calendar days from the date of the Notice to evidence compliance with
Listing ?Rule 5550(a)(4). If Nasdaq does not accept the Company's plan, the
Company will have the opportunity to appeal ?the decision in front of a Nasdaq
Hearings Panel.?
Forward-Looking Statements
The disclosure herein includes certain statements that are not historical facts
but are forward-looking statements for purposes of the safe harbor provisions
under the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking
statements generally are accompanied by words such as "believe," "may," "will,"
"estimate," "continue," "anticipate," "intend," "expect," "should," "would,"
"plan," "predict," "potential," "seem," "seek," "future," "outlook," and similar
expressions that predict or indicate future events or trends or that are not
statements of historical matters. These forward-looking statements include, but
are not limited to, the Company's submission of a compliance plan with Nasdaq
and regaining compliance with the requirements of Listing Rule 5550(a)(4). These
statements are based on various assumptions and on the current expectations of
the Company's management and are not predictions of actual performance. These
forward-looking statements are provided for illustrative purposes only and are
not intended to serve as, and must not be relied on by any investor as, a
guarantee, an assurance, a prediction or a definitive statement of fact or
probability. Actual events and circumstances are difficult or impossible to
predict and will differ from assumptions. Many actual events and circumstances
are beyond the control of the Company. These forward-looking statements are
subject to a number of risks and uncertainties, including the risk that the
Company is unable to submit a compliance plan to Nasdaq within the specified
period, that the compliance plan is not accepted by Nasdaq, the Company's
ability to evidence that it has a minimum of 500,000 publicly held shares, those
factors discussed in the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 2021 under the heading "Risk Factors," and other
documents of the Company filed, or to be filed, with the Securities and Exchange
Commission. If the risks materialize or assumptions prove incorrect, actual
results could differ materially from the results implied by these
forward-looking statements. There may be additional risks that the Company
presently does not know or that the Company currently believes are immaterial
that could also cause actual results to differ from those contained in the
forward-looking statements. In addition, forward-looking statements reflect the
Company's expectations, plans or forecasts of future events and views as of the
date hereof. The Company anticipates that subsequent events and developments
will cause the Company's assessments to change. However, while the Company may
elect to update these forward-looking statements at some point in the future,
the Company specifically disclaims any obligation to do so. These
forward-looking statements should not be relied upon as representing the
Company's assessments as of any date subsequent to the date of this disclosure
statement. Accordingly, undue reliance should not be placed upon the
forward-looking statements.
1
© Edgar Online, source Glimpses