From the Wires
Nautilus Marine Acquisition Receives Letter From Nasdaq Regarding Continued Listing Requirements
Company to Remain Listed While Seeking to Consummate Its Acquisition of Assetplus Limited and Achieve Compliance With Nasdaq Listing Standards
By: Marketwired .
Jan. 17, 2013 04:30 PM
ATHENS, GREECE -- (Marketwire) -- 01/17/13 -- Nautilus Marine Acquisition Corp. ("Nautilus") (NASDAQ: NMAR) announced that it has received a letter from The NASDAQ Stock Market ("Nasdaq"), dated January 11, 2013, which stated a determination by Nasdaq that Nautilus is not in compliance with Nasdaq's continued listing requirement to maintain a minimum of 300 public holders under Nasdaq Rule 5550(a)(3).
In its letter, Nasdaq granted Nautilus until February 15, 2013 to demonstrate compliance with all requirements for initial listing on Nasdaq following completion of its pending business combination with Assetplus Limited. Nautilus' common shares will continue to be listed on the Nasdaq Capital Market during such period.
Nautilus has been in communication with Nasdaq and is presently seeking to address this matter in order to be in compliance with Nasdaq's listing requirement as of the close of the business combination.
Pursuant to Nautilus' articles of incorporation, Nautilus will be required to liquidate if it cannot consummate the acquisition of Assetplus Limited or another business combination prior to February 14, 2013.
Nautilus was formed in November 2010 pursuant to the laws of the Republic of the Marshall Islands for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, exchangeable share transaction or other similar business transaction with one or more operating businesses or assets. A registration statement for Nautilus' initial public offering (the "IPO") was declared effective on July 14, 2011. It consummated its IPO on July 20, 2011 and received gross proceeds of $48,000,000. Nautilus issued an aggregate of 4,800,000 Units in the IPO. Each Unit consisted of one Common Share and one warrant. Each warrant entitles the holder to purchase from Nautilus one Common Share at an exercise price of $11.50 per share. Prior to the consummation of the IPO, Nautilus completed a private placement of an aggregate of 3,108,000 Warrants to certain insiders, generating gross proceeds of $2,331,000. A total of $48,480,000 of the net proceeds from the IPO and the private placement were placed in a Trust Account established for the benefit of Nautilus' public shareholders.
Cautionary Note Regarding Forward-Looking Statements
Some of the statements in this release are or may constitute "forward-looking statements." Words such as "believe," "expect," "anticipate," "project," "target," "optimistic," "intend," "aim," "will" or similar expressions are intended to identify forward-looking statements. Forward-looking statements involve estimates, expectations and projections and, as a result, are subject to risks and uncertainties. Actual results (including, without limitation, the ability of Nautilus to achieve compliance with Nasdaq listing standards and the results of Nautilus' proposed business combination with Assetplus Limited) could differ materially if not substantially from those described in the forward-looking statements. Important risks and other factors could cause actual results to differ materially from those indicated by such forward-looking statements. These risks, as well as other risks associated with the acquisition of Assetplus and Nautilus' ongoing tender offer, have been more fully discussed in Nautilus' Schedule TO, as amended, filed with the SEC in connection with the tender offer. Additional risks and uncertainties are identified and discussed in Nautilus' reports filed or to be filed with the SEC and available at the SEC's website at http://www.sec.gov. Forward-looking statements included in this press release speak only as of the date of this press release. Nautilus undertakes and assumes no obligation, and do not intend, to update Nautilus' forward-looking statements, except as required by law.
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