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): October 23, 2018
SABAN CAPITAL ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
Cayman Islands | 001-37878 | 98-1296434 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
10100 Santa Monica Boulevard, 26th Floor | ||||
Los Angeles, California | 90067 | |||
(Address of principal executive offices) | (Zip Code) |
(310) 557-5100
(Registrants telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communication 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-commencements 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 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 October 23, 2018, Saban Capital Acquisition Corp. (the Company) received a letter (the Notice) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (Nasdaq) notifying the Company that it is not in compliance with Listing Rule 5550(a)(3) (the Rule), which requires the Company to have at least 300 public holders for continued listing on the Nasdaq Capital Market. The Notice is only a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of the Companys securities on the Nasdaq Capital Market.
The Notice states that, under Nasdaq rules, the Company has 45 calendar days from the date of the Notice to submit a plan to regain compliance with the Rule. The Company intends to submit a plan to regain compliance with the Rule within the required timeframe. If Nasdaq accepts the Companys plan, Nasdaq may grant the Company an extension of up to 180 calendar days from the date of the Notice to evidence compliance with the Rule. If Nasdaq does not accept the Companys plan, the Company will have the opportunity to appeal the decision in front of a Nasdaq Hearings Panel.
Forward-Looking Statements
The Company makes forward-looking statements in this report within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to expectations or forecasts for future events. These statements may be preceded by, followed by or include the words may, might, will, will likely result, should, estimate, plan, project, forecast, intend, expect, anticipate, believe, seek, continue, target or similar expressions. These forward-looking statements are based on information available to us as of the date of this report, and involve substantial risks and uncertainties. Actual results may vary materially from those expressed or implied by the forward-looking statements herein due to a variety of factors, including the Companys ability to submit a plan to regain compliance satisfactory to Nasdaq; its ability to evidence that it has a minimum of 300 public holders; and other risks and uncertainties set forth in the Companys reports filed with the Securities and Exchange Commission. The Company does not undertake any obligation to update forward-looking statements as a result of new information, future events or developments or otherwise.
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.
Saban Capital Acquisition Corp. | ||||||
Date: October 25, 2018 | By: | /s/ Adam Chesnoff | ||||
Name: |
Adam Chesnoff | |||||
Title: |
President and Chief Executive Officer |