Current Report Filing (8-k)
June 15 2023 - 4:02PM
Edgar (US Regulatory)
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2023-06-13
2023-06-13
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CREC:RedeemableWarrantsEachWholeWarrantExercisableForOneClassOrdinaryShareAtExercisePriceOf11.50Member
2023-06-13
2023-06-13
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CREC:UnitsEachConsistingOfOneClassOrdinaryShareAndOnehalfOfOneRedeemableWarrantMember
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2023-06-13
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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
DC 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):
June
15, 2023 (June 13, 2023)
CRESCERA CAPITAL ACQUISITION CORP.
(Exact
Name of Registrant as Specified in its Charter)
Cayman
Islands |
|
001-41081 |
|
N/A |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification No.) |
Rua
Aníbal de Mendonça, 27, 2nd floor,
Rio
de Janeiro, RJ, Brazil |
|
22410-050 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone
number, including area code: +55 (21) 3687-1500 |
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 |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Class A ordinary shares,
par value $0.0001 per share |
|
CREC |
|
Nasdaq Global Market |
Redeemable warrants, each
whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 |
|
CRECW |
|
Nasdaq Global Market |
Units, each consisting of
one Class A ordinary share and one-half of one redeemable warrant |
|
CRECU |
|
Nasdaq Global Market |
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 June 13, 2023, Crescera Capital Acquisition Corp. (the “Company”),
received a written notice from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) indicating that
since the Company’s aggregate market value of its outstanding warrants was less than $1 million, the Company was no longer in compliance
with the Nasdaq Global Market continued listing criteria set forth in Listing Rule 5452(b)(C), which requires the Company to maintain
an aggregate market value of its outstanding warrants of at least $1 million (the “Notice”). The Notice additionally indicates
that the Company, pursuant to the Listing Rules, has 45 calendar days, or until July 28, 2023, to submit a plan to regain compliance.
If Nasdaq accepts the Company’s plan, the Company will have 180 calendar days from the date of the Notice, or until December 10,
2023, to evidence compliance. If Nasdaq were to reject the Company’s plan, Nasdaq rules permit the Company to appeal the decision
to a hearings panel.
The Notice serves only as a notification of deficiency, not of imminent
delisting, and has no current effect on the listing or trading of the Company’s warrants on the Nasdaq Global Market. Additionally,
the Notice relates only to the Company’s warrants and will have no effect on the listing or trading of the Company’s Class
A ordinary shares. The Company intends to take action to submit a plan to regain compliance within the 45 calendar day submission period,
and, if Nasdaq accepts the plan to regain compliance, to subsequently regain compliance with Rule 5452(b)(C) within the 180 calendar day
compliance period. While the Company is exercising diligent efforts to maintain the listing of its warrants on Nasdaq Global Market, there
can be no assurance that the Company will be able to regain or maintain compliance with Nasdaq Global Market aggregate market value of
outstanding warrants requirement. In addition, if the Company does not meet the aggregate market value of outstanding warrants requirement
by the end of the 180 calendar day compliance period, Nasdaq could provide notice that the Company’s warrants will become subject
to delisting. In the event the Company receives notice that its warrants are being delisted, Nasdaq rules permit the Company to appeal
any delisting determination by the Nasdaq staff to a hearings panel.
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits:
Exhibit No. |
|
Description |
104 |
|
Cover Page Interactive Data File (embedded with the Inline XRBL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: June 15, 2023
CRESCERA CAPITAL ACQUISITION CORP. |
By: |
/s/ Felipe Samuel Argalji |
|
Felipe Samuel Argalji |
|
Chief Executive Officer |
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