SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 2, 2018
(Exact Name of Registrant as Specified in Charter)
(State or Other Jurisdiction
17 State Street, Suite 4000
New York, New York
|(Address of Principal Executive Offices)||(Zip Code)|
(Registrant’s Telephone Number, Including Area Code)
(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. 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)
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[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in 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 [X]
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 May 2, 2018, Longfin Corp. (the “ Company ”), notified the NASDAQ Stock Market LLC (“ NASDAQ ”), that it would voluntarily delist its shares of Class A Common Stock from NASDAQ.
The Company believes that it is preferable for the Class A Common Stock to trade on the Over The Counter market as soon as possible as opposed to proceeding with an extended review process with NASDAQ. The Company intends to file a Form 25 with the Securities and Exchange Commission on or about May 14, 2018, with the delisting becoming effective 10 days after such filing. Accordingly, the Company anticipates that the last day of trading on NASDAQ of its Class A Common Stock will be on May 14, 2018. The Company believes that its Class A Common Stock will be eligible for quotation on the Over The Counter Market following its delisting from the Nasdaq Stock Market.
At the time it made the decision to voluntarily delist its Class A Common Stock, Nasdaq had advised the Company that it intended to issue a delisting determination based on the then current filing delinquency, public interest concerns under Listing Rule 5101, and the Company’s financial viability.
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: May 4, 2018
|By:||/s/ Venkata Meenavalli|