Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
30 Diciembre 2021 - 3:32PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO
RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
For the month of December 2021
Commission File Number 001-39171
BROOGE ENERGY LIMITED
(Translation of registrant’s name into English)
c/o Brooge Petroleum and Gas Investment Company
FZE
P.O. Box 50170
Fujairah, United Arab Emirates
+971 9 201 6666
(Address of principal executive office)
Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒
Form 40-F ☐
Indicate by check mark if the registrant is submitting
the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Note: Regulation S-T Rule 101(b)(1) only
permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting
the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Note: Regulation S-T Rule 101(b)(7) only
permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer
must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized
(the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities
are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the
registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other
Commission filing on EDGAR
CONTENTS
On December 24, 2021, Brooge Energy Limited (the
“Company”) notified The Nasdaq Stock Market LLC (“Nasdaq”) that due to two directors nominated for
re-election failing to be elected to serve on the board of directors of the Company at the annual meeting of shareholders held on December
16, 2021, the Company is no longer in compliance with Nasdaq Listing Rule 5605(b)(1), which requires the Company's board of directors
to be comprised of a majority of independent directors. The Company’s board of directors presently has six members, including three
independent directors. Pursuant to Nasdaq Listing Rule 5605(b)(1)(a), the Company is entitled to a cure period to regain compliance with
Nasdaq Listing Rule 5605(b)(1), which cure period will expire at the earlier of the Company’s 2022 annual meeting of shareholders
(the “2022 Annual Meeting”) or December 16, 2022, or if the 2022 Annual Meeting is held before June 14, 2022, then
the Company must evidence compliance no later than June 14, 2022. On December 27, 2021, Nasdaq issued a letter to the Company confirming
the Company’s noncompliance with Nasdaq Listing Rule 5605 and informing the Company of the cure period. The Company intends to appoint
an additional independent director to its board of directors prior to the end of the cure period.
On December 30, 2021, the Company issued a press
release announcing the receipt of the letter from Nasdaq. A copy of the press release is furnished as Exhibit 99.1 to this report.
SIGNATURES
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, thereunto duly authorized.
Date: December 30, 2021
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BROOGE ENERGY LIMITED
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By:
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/s/ Nicolaas L. Paardenkooper
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Name: Nicolaas L. Paardenkooper
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Title: Chief Executive Officer
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Brooge Energy (NASDAQ:BROG)
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