Current Report Filing (8-k)
January 27 2023 - 4:01PM
Edgar (US Regulatory)
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2023-01-24
2023-01-24
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PGRW:UnitsEachConsistingOfOneShareOfCommonStockAndOnehalfOfOneRedeemableWarrantMember
2023-01-24
2023-01-24
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PGRW:CommonStockParValue0.0001PerShareMember
2023-01-24
2023-01-24
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PGRW:RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfCommonStockForExercisePriceOf11.50Member
2023-01-24
2023-01-24
iso4217:USD
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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): January 24, 2023
Progress
Acquisition Corp.
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-40027 |
|
85-3303412 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
10
Winthrop Square Penthouse
Boston,
MA 02110
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: (617) 401-2700
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 communications 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-commencement 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 Symbol(s) |
|
Name of each exchange on which registered |
Units,
each consisting of one share of Common Stock and one-half of one Redeemable Warrant |
|
PGRWU |
|
The
Nasdaq Stock Market LLC |
Common
Stock, par value $0.0001 per share |
|
PGRW |
|
The
Nasdaq Stock Market LLC |
Redeemable
Warrants, each whole warrant exercisable for one share of Common Stock for an exercise price of $11.50 |
|
PGRWW |
|
The
Nasdaq Stock Market LLC |
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).
Emerging
growth company ☒
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; Transfers of Listing |
On
January 24, 2023, Progress Acquisition Corporation (the “Company”) received a written notice (the “Notice”) from
the Nasdaq Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) notifying the Company that for the last
30 consecutive business days, the Company’s 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
Notice from Nasdaq 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 Nasdaq Capital Market. In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company has been
provided a period of 180 calendar days, or until July 24, 2023, to regain compliance.
The
Notice states that the Nasdaq staff will provide written confirmation of compliance that the Company has achieved compliance with Rule
5550(b)(2) if at any time before July 24, 2023, the Company’s MVLS closes at $35 million or more for a minimum of ten consecutive
business days.
If
compliance is not achieved by July 24, 2023, the Notice states that the Company 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.
The
Company will continue to monitor its MVLS and consider its available options to regain compliance with the Nasdaq minimum MVLS requirements,
but there can be no assurance that the Company will be able to do so.
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:
January 27, 2023
|
PROGRESS ACQUISITION CORP. |
|
|
|
|
By: |
/s/
Winston Meade |
|
|
Name:
|
Winston
Meade |
|
|
Title: |
Chief Financial Officer |
2
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