Current Report Filing (8-k)
May 19 2023 - 3:32PM
Edgar (US Regulatory)
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2023-05-18
2023-05-18
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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): May 18, 2023
Appreciate Holdings, Inc.
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-39758 |
|
83-2426917 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S.
Employer
Identification No.) |
6101
Baker Road, Suite 200 Minnetonka, MN |
|
55345 |
(Address
of principal executive offices) |
|
(Zip
Code) |
(952)
470-8888
(Registrant’s telephone number, including area code)
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 (see General Instruction A.2. below):
| ☐ | 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
Symbols |
|
Name
of each exchange on which registered |
Class A Common Stock, par value $0.0001 per share |
|
SFR |
|
The Nasdaq Stock Market LLC |
Warrants to purchase Class A Common Stock, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50
per share |
|
SFRWW |
|
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; Transfer of Listing
As previously
reported by Appreciate Holdings, Inc. (the “Company”) in its Form 12b-25 filed with the Securities and Exchange Commission
(the “SEC”) on May 17, 2023, the Company was unable to file its Quarterly Report on Form 10-Q for the fiscal quarter ended
March 31, 2023 (the “Form 10-Q”) within the prescribed time period without unreasonable effort or expense.
On May 18, 2023,
the Company received a written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market
(“Nasdaq”) stating that the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Rule”) because
it has not timely filed the Form 10-Q with the SEC. The Rule requires listed companies to timely file all required periodic reports with
the SEC. The Notice has no immediate effect on the listing or trading of the Company’s securities. However, if the Company fails
to timely regain compliance with the Rule, the Company’s securities will be subject to delisting from Nasdaq.
As previously
reported by the Company in its Form 8K filed with the SEC on April 25, 2023, the Company received a similar Notice on April 19, 2023 from
Nasdaq because it had not timely filed its Form 10-K. Under Nasdaq rules, the Company has 60 calendar days from receipt of the initial
Notice received on April 19, 2023 or until June 20, 2023, to submit a plan to regain compliance
with the Rule. If Nasdaq accepts the Company’s plan, then Nasdaq may grant an exception of up to 180 calendar days from the due
date of the Form 10-K, or until October 16, 2023, to regain compliance. However, there can be no assurance that Nasdaq will accept
the Company’s plan to regain compliance or that the Company will be able to regain compliance
within any extension period granted by Nasdaq. If Nasdaq does not accept the Company’s plan, then the Company will have the opportunity
to appeal that decision to a Nasdaq hearings panel.
Item 8.01. Other Events
On May 19, 2023, the Company
issued a press release announcing its receipt of the Notice. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
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.
|
Appreciate
Holdings, Inc. |
|
|
Date:
May 19, 2023 |
By: |
/s/
Christopher Laurence |
|
Name: |
Christopher
Laurence |
|
Title: |
Chief
Executive Officer |
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