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): November 23, 2020
BIG ROCK PARTNERS ACQUISITION CORP.
(Exact
Name of Registrant as Specified in Charter)
Delaware
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001-38302
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82-2844431
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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2645 N.
Federal Highway, Suite 230
Delray
Beach, FL
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33483
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
202-654-7060
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
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Trading Symbol(s)
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Name of each exchange on which registered
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Units, each consisting of one share of Common Stock, one Right and
one-half of one Warrant
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BRPAU
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The NASDAQ Stock Market LLC
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Common Stock, par value $0.001 per share
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BRPA
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The NASDAQ Stock Market LLC
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Rights, exchangeable into one-tenth of one share of Common
Stock
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BRPAR
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The NASDAQ Stock Market LLC
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Warrants, each whole warrant exercisable for one share of Common
Stock at an exercise price of $11.50
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BRPAW
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The NASDAQ Stock Market LLC
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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
November 23, 2020, Big Rock Partners Acquisition Corp. (the
“Company”) received a
notice (the “Nasdaq
Notice”) from the Listing Qualifications Department of
The Nasdaq Stock Market LLC (“Nasdaq”) stating that, as
of November 20, 2020, the Company was not in compliance with
Listing Rule IM-5101-2 (the “Rule”), which requires
that a special purpose acquisition company complete one or more
business combinations within 36 months of the effectiveness of the
registration statement filed in connection with its initial public
offering. Since the Company’s registration statement became
effective on November 20, 2017, it was required to complete an
initial business combination by no later than November 20, 2020.
The Rule also provides that failure to comply with this requirement
will result in the Listing Qualifications Department issuing a
Staff Delisting Determination under Rule 5810 to delist the
Company’s securities.
The
Listing Qualifications Department has advised the Company that its
securities would be subject to delisting unless the Company timely
requests a hearing before an independent Hearings Panel (the
“Panel”). Accordingly, the Company intends to timely
request a hearing. The hearing request will stay any suspension or
delisting action pending the completion of the hearing and the
expiration of any additional extension period granted by the Panel
following the hearing.
The
Nasdaq Notice does not impact the Company’s obligation to
file periodic reports with the Securities and Exchange Commission
under applicable federal securities laws. There can be no assurance
that the hearing before the Panel will be successful.
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.
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BIG ROCK PARTNERS
ACQUISITION CORP.
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Dated: November 25, 2020 |
By:
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/s/
Richard
Ackerman
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Name:
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Richard
Ackerman
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Title:
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Chairman, President and Chief Executive Officer |
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