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):
July 10, 2023 (July 5, 2023)
bleuacacia ltd
(Exact name of registrant as specified in its charter)
Cayman Islands
| 001-41074
| 98-1582905
|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
New York, New York 10110
(Address of principal executive offices, including zip code)
(212) 935-5599
(Registrant’s telephone number, including area code)
N/A
(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 (see General Instruction A.2):
☐
| 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 Class A ordinary share, one right and one-half of one redeemable warrant | | BLEUU
| | The Nasdaq Stock Market LLC
|
Class A ordinary shares, $0.0001 par value per share
| | BLEU
| | The Nasdaq Stock Market LLC
|
Rights to acquire one-sixteenth of one Class A ordinary share
| | BLEUR
| | The Nasdaq Stock Market LLC |
| Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share | | BLEUW
| | 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 |
On July 5, 2023, bleuacacia ltd (the “Company”) received written notice from the Listing Qualifications department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) that the Company was not in compliance with the continued listing requirement to maintain a minimum Market Value of Listed Securities (“MVLS”) of $50,000,000, as set forth in Nasdaq Listing Rule 5450(b)(2)(A). In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company has a period of 180 calendar days, or until January 2, 2024, to regain compliance with the minimum MVLS requirement. To regain compliance, the Company’s MVLS must close at $50,000,000 or more for a minimum of ten consecutive business days during this 180 calendar day compliance period.
In the event that the Company does not regain compliance within the 180 calendar day compliance period, the Company may be eligible to transfer to the Nasdaq Capital Market (the “Capital Market”) prior to the expiry of this period, provided that it satisfies the requirements for continued listing on the Capital Market. There can be no assurance that the Company will be able to regain compliance with Nasdaq Listing Rule 5450(b)(2)(A), or maintain compliance with any other listing requirements to maintain its current listing on the Nasdaq Global Market or satisfy the requirements necessary to transfer the listing of its ordinary shares to the Capital Market.
The MVLS notice is a notification of deficiency, not of delisting, and has no immediate effect on the listing of the Company’s securities on Nasdaq. If it appears to the Staff that the Company will not be able to cure the deficiency prior to January 2, 2024, the Staff will provide written notice to the Company that that its listed securities will be subject to delisting. In the event of such notification, the Company may appeal the Staff’s determination to delist its securities, but there can be no assurance Nasdaq would grant the Company’s request for continued listing.
The Company intends to consider its available options to resolve the Company’s noncompliance with Nasdaq Listing Rule 5450(b)(2)(A).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | bleuacacia ltd |
| | | |
| Date: July 10, 2023 | By: | /s/ Thomas Northover |
| | | Name:
| Thomas Northover |
| | | Title:
| Executive Director |
