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):
January 3, 2018
GTY TECHNOLOGY HOLDINGS INC.
(Exact name of registrant as specified in
| Cayman Islands
|(State or other jurisdiction
1180 North Town Center Drive, Suite 100,
Las Vegas, Nevada 89144
(Address of principal executive offices,
including zip code)
Registrant’s telephone number, including
area code: (702) 945-2898
(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:
||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))|
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).
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 January 3, 2018,
GTY Technology Holdings Inc. (the “Company”) received a letter (the “Notification Letter”) from the staff
of the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) notifying the Company that the Company
no longer complies with Nasdaq Listing Rule 5620(a) for continued listing due to its failure to hold an annual meeting of stockholders
within twelve months of the end of the Company’s fiscal year ended December 31, 2016. As a result, as of January 3, 2018,
the Company has 45 calendar days 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 fiscal year end, or until June 29, 2018, to regain compliance.
The Notification Letter
does not impact the Company’s listing on the Nasdaq Capital Market at this time and the Company’s Class A ordinary
shares, units and warrants will continue to trade on the Nasdaq Capital Market under the symbols “GTYH”, “GTYHU”
and “GTYHW,” respectively.
The Company intends
to submit to Nasdaq, within the requisite time, a plan to regain compliance. If Nasdaq does not accept the Company’s plan,
the Company will have the opportunity to appeal Nasdaq’s decision to a Nasdaq Listing Qualifications Panel. If the Company
timely appeals, the Company’s securities would remain listed pending such Nasdaq Listing Qualifications Panel’s decision.
There can be no assurance that, if the Company does appeal, such appeal would be successful.
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.
||GTY TECHNOLOGY HOLDINGS INC.
||/s/ Harry L. You
||Name: Harry L. You
||Title: President and Chief Financial Officer
| Dated: January 10, 2018