Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard? Transfer of Listing.
On April 19, 2022, Emerging Markets Horizon Corp. (the "Company") received a
notice (the "Notice") from the Listing Qualifications Department of The Nasdaq
Stock Market LLC ("Nasdaq") stating that the Company was not in compliance with
Nasdaq Listing Rule 5250(c)(1) (the "Listing Rule") because it failed to timely
file its Annual Report on Form 10-K for the fiscal year ended December 31, 2021
(the "Form 10-K") with the Securities and Exchange Commission ("SEC"). The
Listing Rule requires listed companies to timely file all required periodic
financial reports with the SEC.
The Notice stated that the Company has sixty days from the date of the Notice to
submit a plan to regain compliance with the Rule. If Nasdaq accepts the
Company's plan, it has the discretion to grant the Company an extension of up to
180 calendar days from the due date of the Form 10-K (or until October 12, 2022)
to regain compliance. The Notice has no immediate effect on the listing of the
Company's securities on Nasdaq.
As previously disclosed in the Company's Notification of Late Filing on Form
12b-25 filed on March 31, 2022, the Company was unable to file the Form 10-K by
the required due date of March 31, 2022. The Company was unable to file its Form
10-K by the extended due date pursuant to Rule 12b-25 due to additional delays
in completing the audit of the financial statements included in the Form 10-K
arising from Riccardo Orcel's relationship with Polymetal International plc and
the Company's historical relationship with VTB. The Company is working
diligently to address these issues and file its Form 10-K as soon as
practicable.
On April 21, 2022, the Company issued a press release disclosing its receipt of
the Notice. A copy of the press release is attached as Exhibit 99.1 and is
incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On April 17, 2022, Riccardo Orcel informed the Company that he intends to resign
from his positions as Chief Executive Officer and member of the Board of
Directors (the "Board") of the Company, effective April 21, 2022. Concurrently
with his resignation, Mr. Orcel and EM Horizon Investments, the Company's
sponsor (the "Sponsor"), agreed to suspend indefinitely Mr. Orcel's voting and
management rights in the Sponsor. Mr. Orcel's resignation was not the result of
any dispute or disagreement with the Company or the Board on any matter relating
to the Company's operations, policies or practices.
In connection with Mr. Orcel's resignation, on April 21, 2022, the Board
appointed Jonathan Neill as Chief Executive Officer of the Company, to serve on
an interim basis, effective immediately. Concurrently with his appointment as
interim Chief Executive Officer, Mr. Neill resigned from his position as Chief
Financial Officer of the Company, though he will remain a member of the Board.
On the same date, the Board appointed Christopher Edwards as a member of the
Board and Chief Financial Officer of the Company, to serve on an interim basis,
effective immediately.
Mr. Neill is the founding partner of FPP Asset Management LLP and has nearly 30
years of investment management experience. From 1990 to 1998, he was director
and senior investment manager at Pictet Asset Management London, jointly
responsible for the groups' specialist equity business of international smaller
companies and emerging markets. Prior to Pictet Asset Management London, Mr.
Neill worked at Mercury Asset Management from 1988 to 1990 as a manager of
specialist international growth stocks and a specialist UK growth fund. He began
his career in 1986 at Oppenheimer Fund Management. Mr. Neill holds a BA Honors
French from the University of Bristol in the United Kingdom.
Mr. Edwards is director and CFO at FPP Asset Management LLP. He began his career
in 1994 at NPI, a UK-based asset management firm, as a fund manager responsible
for Latin American investments. He moved to Henderson Investors in 1997 to work
on the emerging markets desk focusing on Latin America as well as on broader
emerging markets mandates. In 2000, Mr. Edwards moved to FPP Asset Management to
run Latin American assets and also to develop further FPP's proprietary
macroeconomic model and research. Mr. Edwards holds a First Class degree in
Ancient and Modern History from Oxford University.
In connection with the appointment, on April 21, 2022, the Company and
Christopher Edwards entered into a letter agreement (the "Letter Agreement") and
an indemnification agreement (the "Indemnification Agreement"), which are
substantially similar to the letter agreement and indemnification agreements,
respectively, previously entered into by and between the Company and each of its
other directors in connection with the Company's initial public offering. Copies
of the Letter Agreement and the Indemnification Agreement are attached hereto as
Exhibit 10.1 and Exhibit 10.2, respectively, and incorporated by reference in
this Item 5.02. Mr. Neill previously entered into a Letter Agreement and an
Indemnification Agreement with the Company, copies of which were previously
filed as exhibits to the Company's Current Report on Form 8-K dated March 24,
2022.
There are no other arrangements or understandings between Mr. Neill or Mr.
Edwards and any other person pursuant to which Mr. Neill or Mr. Edwards was
appointed to the Board and/or as interim Chief Executive Officer or Chief
Financial Officer, as applicable, of the Company. There are no family
relationships between Mr. Neill or Mr. Edwards and any director or executive
officer of the Company, and the Company has not entered into any transactions
with Mr. Neill or Mr. Edwards that would require disclosure under
Item 404(a) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed with this Form 8-K:
Exhibit No. Description of Exhibits
10.1 Letter Agreement, dated April 21, 2022, by and between the Company and
Christopher Edwards
10.2 Indemnification Agreement, dated April 21, 2022, by and between the
Company and Christopher Edwards
99.1 Press release dated April 21, 2022.
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