SHUAA Partners Acquisition I : Failure to Satisfy Listing Rule - Form 8-K

shuaa-8k_20230517.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 17, 2023

SHUAA PARTNERS ACQUISITION CORP I

(Exact name of registrant as specified in its charter)

Cayman Islands		001-41311		98-1627500
(State or other jurisdiction of		(Commission		(I.R.S. Employer
incorporation or organization)		File Number)		Identification No.)

190 Elgin Avenue
George Town, Grand Cayman, Cayman Islands		KY1-9008
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code: [phone]

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:

	☐	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		Trading Symbol(s)		Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, $0.0001 par value per share, and one-half of one redeemable warrant		SHUAU		The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001		SHUA		The Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share for $11.50 per share		SHUAW		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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 May 17, 2023, SHUAA Partners Acquisition Corp I (the "Company") received a notice (the "Notice") from The Nasdaq Stock Market LLC ("Nasdaq") notifying the Company that, because it does not have 400 or more shareholders, the Company is not in compliance with the total shareholder requirement for continued listing set forth in Nasdaq Listing Rule 5450(a)(2) (the "Rule").

Under the Nasdaq Listing Rules, the Company has 45 calendar days from receipt of the Notice, or until July 3, 2023, to submit a plan to regain compliance with the Rule. However, there can be no assurance that Nasdaq will accept the Company's plan to regain compliance or that the Company will be able to regain compliance within the extension period granted by Nasdaq. If Nasdaq does not accept the Company's plan, then the Company will have the opportunity to appeal that decision to a Nasdaq hearings panel. The Notice received from Nasdaq has no immediate effect on the listing or trading of the Company's shares. However, if the Company fails to timely regain compliance with the Rule, the Company's securities will be subject to delisting from Nasdaq.

Additionally, on May 8, 2023, the Company applied to transfer the listing of its Class A common stock, units and redeemable warrants from The Nasdaq Global Market tier to The Nasdaq Capital Market tier, which requires a minimum of 300 public shareholders (the "Transfer"). The Nasdaq Capital Market is a continuous trading market that operates in substantially the same manner as The Nasdaq Global Market.

On May 17, 2023, the Company received confirmation that Nasdaq had approved the Transfer and that the Company's common stock, units and redeemable warrants will begin trading on The Nasdaq Capital Market effective at the open of trading on May 24, 2023. The Company's common stock, units and redeemable warrants will continue to trade under the symbols "SHUA," "SHUAU" and "SHUAW," respectively.

Forward-Looking Statements

Certain matters discussed in this Current Report on Form 8-K constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements relating to the Transfer. These forward-looking statements involve many risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including, without limitation, that the Company's common stock, units and redeemable warrants will continue to trade under the symbols "SHUA," "SHUAU" and "SHUAW," respectively. These forward-looking statements speak only as of the date hereof, and the Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in its expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Please refer to the publicly filed documents of the Company, including its most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, for risks and uncertainties related to the Company's business which may affect the statements made in this this Current Report on Form 8-K.

SIGNATURES

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.

Date: May 22, 2023	SHUAA PARTNERS ACQUISITION CORP I
	By:	/s/ Fawad Tariq Khan
	Name:	Fawad Tariq Khan
	Title:	Chief Executive Officer