Future Health ESG Corp. filed SEC Form 8-K: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
On May 17, 2024, Future Health ESG Corp. (the “Company”), received a written notice (the “Letter”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, because the Company has not regained compliance with Listing Rule 5550(a)(3) (the “Minimum Public Holders Rule”), which requires the Company to have at least 300 public holders for continued listing on Nasdaq, trading of the Company’s common stock is suspended at the opening of business on Tuesday May 21, 2024 and a Form 25-NSE will be filed with the Securities and Exchange Commission (the “SEC”), which will remove the Company’s securities (units, common stock and warrants) from listing and registration on Nasdaq, unless the Company requests a hearing to appeal this determination by 4:00 p.m. Eastern Time on May 24, 2024.
As previously reported by the Company on a Current Report on Form 8-K filed with the SEC on June 5, 2023, Nasdaq initially notified the Company on June 1, 2023 that it was not in compliance with the Minimum Public Holders Rule. As previously reported by the Company on a Current Report on Form 8-K filed with the SEC on August 8, 2023, the Company submitted a plan to regain compliance and, on August 7, 2023, the Company received a written notice from Nasdaq notifying the Company that Nasdaq had determined to grant the Company an extension until November 28, 2023 to regain compliance with the Minimum Public Holders Rule. As previously reported by the Company on a Current Report on Form 8-K filed with the SEC on December 4, 2023, the Company received a written notice from Nasdaq notifying the Company that Nasdaq had determined to delist the Company’s common stock as it did not comply with the requirements for continued listing on the Nasdaq. On December 8, 2023, the Company requested a hearing. A hearing on the matter was held on March 5, 2024. On March 18, 2024, Nasdaq granted the Company’s request to continue its listing on Nasdaq, subject to the conditions: On or before April 1, 2024, the Company shall demonstrate compliance with Listing Rule 5550(a)(3).
The Company has appealed Nasdaq’s delisting determination by timely requesting a hearing before a Hearings Panel (the “Panel”), pursuant to the procedures set forth in the 5800 Series of the Listing Rules. Such request would stay the suspension of the Company’s securities and the filing of the Form 25-NSE pending the Panel’s decision and, therefore, Nasdaq’s notice has no immediate effect on the listing of the Company’s common stock, units or warrants on Nasdaq. The time and place of any hearing before the Panel will be determined by the Panel. There can be no assurance that the Panel will grant the Company’s request for continued listing.
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 the Company 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 Company’s ability to regain compliance with the Minimum Public Holders Rule during any compliance period or in the future or otherwise meet Nasdaq compliance standards, and other risks and uncertainties set forth in our 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.
| Future Health ESG Corp. | ||
| By: | /s/ Khairul Azmi Bin Ismaon | |
| Name: | Khairul Azmi Bin Ismaon | |
| Title: | Chief Financial Officer | |
Dated: May 21, 2024