Item 3.01. Notice of Delisting or Failure to Satisfy Continued Listing Rule or
Standard; Transfer of Listing.
On June 16, 2023, Prospector Capital Corp. (the "Company") received a letter
from the listing qualifications department staff of The Nasdaq Stock Market
("Nasdaq") notifying the Company that for the last 30 consecutive business days,
the Company's minimum Market Value of Listed Securities ("MVLS") was below the
minimum of $35 million required for continued listing on the Nasdaq Capital
Market pursuant to Nasdaq Listing Rule 5550(b)(2) (the "Market Value Standard").
The Notice is only a notification of deficiency and not a notification of
imminent delisting. The notice has no immediate effect on the listing of the
Company's ordinary shares, and the Company's ordinary shares continue to trade
on the Nasdaq Capital Market under the symbol "PRSR."
In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company has 180
calendar days, or until December 13, 2023, to regain compliance. The notice
states that to regain compliance, the Company's MVLS must close at $35 million
or more for a minimum of ten consecutive business days during the compliance
period ending December 13, 2023, at which time the Nasdaq will provide written
notification that the Company has achieved compliance under the Market Value
Standard and the matter will be closed.
The Company intends to actively monitor the market value of its ordinary shares
and will evaluate available options to regain compliance with the Nasdaq
continued listing standards. However, there can be no assurance that the Company
will be able to regain compliance under the Market Value Standard, or will
otherwise be in compliance with other Nasdaq listing criteria. In the event the
Company does not regain compliance by December 13, 2023, the Nasdaq will notify
the Company that its ordinary shares are subject to delisting. At that time, the
Company may appeal the delisting determination to a Nasdaq Hearings Panel.
The Company, by filing this Form 8-K, discloses its receipt of the notice in
accordance with Nasdaq Listing Rule 5810(b).
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, regaining compliance with the requirements of Listing Rule
5550(b)(2). 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, or that the compliance plan is not accepted by Nasdaq; those
factors discussed in the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 2022 under the heading "Risk Factors," and other
documents of the Company filed, or to be filed, with the SEC. 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.
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