Prime Acquisition Corp. Announces Receipt of Nasdaq Notification Letter
SHIJIAZHUANG, China -- March 8, 2013
Prime Acquisition Corp. (“Prime” or the “Company”) (NASDAQ: Common Stock:
“PACQ”, Units: “PACQU”, Warrants: “PACQW”), a special purpose acquisition
company, today announced that, on March 4, 2013, the Company received a letter
from the Listing Qualifications Department of The NASDAQ Stock Market LLC
(“Nasdaq”) stating that Nasdaq’s staff (the “Staff”) had determined that Prime
was not in compliance with Listing Rule 5550(a)(3) (the “Rule”), which
requires that the Company maintain a minimum of 300 public holders for the
continued listing of its securities on Nasdaq.
The Staff acknowledged Prime’s February 20, 2013, submission to Nasdaq
regarding its preliminary plan of compliance with respect to the Rule and the
Company’s February 25, 2013, announcement of its plans to acquire a proposed
target business and to seek shareholder approval to amend its memorandum and
articles of association (the “Articles”) to continue the Company’s existence
for an additional six months (the “Extension”) past the current March 30,
2013, termination date.
Based on the Staff’s review of this information and pursuant to Listing Rule
5810(c)(2), Nasdaq has granted Prime an initial extension of time, until April
12, 2013, to complete the issuer tender offer that the Company has commenced
in connection with the approval of the Extension (the “Extension Tender
Offer”), and to revisit the Company’s compliance with Listing Rule 5550(a)(3)
following the completion of the Extension Tender Offer. Following the
completion of the Extension Tender Offer, the Company will conduct a share
range analysis to evaluate its compliance with the Rule and will communicate
its findings to Nasdaq no later than April 12, 2013. If the Company believes
it does not comply with the Rule, it will submit an updated plan of compliance
to Nasdaq setting forth any additional steps it will take to regain compliance
with the Rule.
About Prime Acquisition Corp.
Prime Acquisition Corp., a Cayman Islands corporation, is a special purpose
acquisition company formed for the purpose of acquiring an operating business.
Prime consummated its initial public offering on March 30, 2011, and generated
aggregate gross proceeds of $36 million. Each unit issued in the IPO consists
of one ordinary share, par value $0.001 per share, and one redeemable warrant.
Each redeemable warrant entitles the holder to purchase one ordinary share at
a price of $7.50. On May 25, 2011, the ordinary shares and warrants underlying
the units sold in the IPO began to trade separately on a voluntary basis.
No Offer to Purchase
On February 26, 2013, Prime filed proxy solicitation materials in connection
with seeking shareholder approval of an extension of the time Prime has to
complete a business combination beyond March 30, 2013. In connection with such
extension, Prime is conducting a tender offer for its ordinary shares in order
allow shareholders the opportunity to redeem their shares if and when the
extension is approved. Each description contained herein is not an offer to
buy or the solicitation of an offer to sell securities. The solicitation and
the offer to buy Prime ordinary shares are being made pursuant to a tender
offer statement on Schedule TO and other offer documents that Prime has filed
with the Securities and Exchange Commission (the “SEC”). The extension tender
offer documents (including an offer to purchase, a related letter of
transmittal and other offer documents) contain important information that
should be read carefully and considered before any decision is made with
respect to the extension tender offer. These materials are being sent free of
charge to all security holders of Prime. In addition, all of these materials
(and all other materials filed by Prime with the SEC) are available at no
charge from the SEC through its website at www.sec.gov. Security holders of
Prime are urged to read the proxy solicitation materials, extension tender
offer documents and the other relevant materials before making any investment
decision with respect to the extension and the extension tender offer because
they contain important information about the extension and the extension
At the Company
Prime Acquisition Corp.
The Equity Group Inc.
Senior Vice President
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