Current Report Filing (8-k)
25 Mayo 2023 - 4:17PM
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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): May 25, 2023
SPRINGWATER SPECIAL SITUATIONS CORP.
(Exact
Name of Registrant as Specified in Charter)
| Delaware |
|
001-40757 |
|
85-3501488 |
(State
or Other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
c/o Graubard Miller
405 Lexington Avenue, 44th Floor
New
York, New York 10174
(Address of Principal Executive Offices) (Zip Code)
(212) 818-8800
(Registrant’s 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 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
Symbol(s) |
|
Name
of each exchange on which registered |
| Units, each consisting of one share of common stock, $0.0001 par value, and one-half of one redeemable warrant |
|
SWSSU |
|
The Nasdaq Stock
Market LLC |
| Common stock, par value $0.0001 per share |
|
SWSS |
|
The Nasdaq Stock Market LLC |
| Redeemable warrants, exercisable for common stock at an exercise price of $11.50 per share |
|
SWSSW |
|
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
May 25, 2023, Springwater Special Situations Corp. (the “Company”) received a written notice (the “Notice”)
from the Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company was not in compliance with Nasdaq’s continued
listing standards because the Company did not timely file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 (the
“Quarterly Report”).
Under
Nasdaq rules, the Company now has 60 calendar days (or until July 24, 2023) to submit a plan to regain compliance. If Nasdaq accepts
the Company’s plan, Nasdaq can grant an exception of up to 180 calendar days from the Quarterly Report’s original due date,
which 180 day period would end on November 20, 2023, to regain compliance. The Company can regain compliance with Nasdaq’s continued
listing standards at any time before such dates by filing the Quarterly Report with the SEC and any other subsequent reports that are
required to be filed during the cure period.
This
notification has no immediate effect on the listing of the Company’s securities on Nasdaq. There can be no assurance, however,
that the Company will be able to regain compliance with the listing standards discussed above.
The
Company issued a press release announcing the foregoing, which press release is attached to this Current Report on Form 8-K as exhibit
99.1.
Item
9.01. Financial Statement and Exhibits.
(d)
Exhibits:
| Exhibit |
|
Description |
| 99.1 |
|
Press release. |
| 104 |
|
Cover
Page Interactive Data File (formatted in Inline XBRL). |
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.
| Dated:
May 25, 2023 |
SPRINGWATER
SPECIAL SITUATIONS CORP. |
| |
|
|
| |
By: |
/s/
Martin Gruschka |
| |
|
Martin
Gruschka |
| |
|
Chief
Executive Officer |
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