Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As previously disclosed, on February 22, 2019, the Company received a letter from the staff of the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) notifying the Company that it no longer complied with Nasdaq Listing Rule 5550(a)(3) for continued listing due to its failure to have a minimum of 300 round lot holders of its ordinary shares. The Company submitted to Nasdaq a plan to regain compliance and was granted an extension until August 22, 2019 to regain compliance with Nasdaq Listing Rule 5550(a)(3).
Also as previously disclosed, on August 22, 2019, the Company received a letter from Nasdaq notifying the Company that it did not satisfy the terms of the extension as the Company did not complete a business combination within the timeframe specified. Accordingly, Nasdaq initiated procedures to delist the Company’s securities from Nasdaq.
On September 3, 2019, the Company received a letter from Nasdaq notifying the Company that it has not complied with Nasdaq RuleIM-5101-2 because the Company has not demonstrated compliance with all of the requirements for initial listing on The Nasdaq Capital Market. Specifically, Nasdaq noted that the Company has not complied with (i) Nasdaq Listing Rule 5505(b)(1)(B), which requires the Company to have a market value of unrestricted publicly held shares of at least $15 million, (ii) Nasdaq Listing Rule 5505(a)(3), which requires the Company to have a minimum of 300 round lot holders of its common stock, (iii) Nasdaq Listing Rule 5515(a)(4), which requires the Company to have a minimum of 400 round lot holders of its publicly traded warrants. Nasdaq also noted that, for initial listing of a warrant, Nasdaq Listing Rule 5515(a)(2) requires that the underlying security be listed on Nasdaq.
The Company has timely appealed Nasdaq’s determinations to a Nasdaq Hearing Panel (the “Hearing Panel”). As a result, the Company’s securities will remain listed pending the Hearing Panel’s decision. The letters the Company has received from Nasdaq do not impact the Company’s obligation to file periodic reports and other reports with the SEC under applicable federal securities laws. There can be no assurance that the Company’s appeal will be successful.
Item 4.01. Change to Registrant’s Certifying Accountant.
(a) On September 4, 2019, the Audit Committee (the “Audit Committee”) of the Board of Directors of the Company approved the dismissal of Marcum LLP (“Marcum”) as its independent registered public accounting firm, effective as of September 4, 2019. Marcum had served as the Company’s independent registered public accounting firm for the fiscal years ended March 31, 2019 and 2018 and the subsequent periods through September 4, 2019.
The audit reports of Marcum on the Company’s financial statements for the fiscal years ended March 31, 2019 and 2018 contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except for an explanatory paragraph in each such report regarding substantial doubt about the Company’s ability to continue as a going concern. During the fiscal years ended March 31, 2019 and 2018, and the subsequent periods through September 4, 2019, the date of Marcum’s dismissal, there were no disagreements with Marcum on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to the satisfaction of Marcum, would have caused Marcum to make reference to the subject matter of the disagreements in connection with its reports. None of the reportable events described under Item 304(a)(1)(v) ofRegulation S-K occurred within the Company’s two most recent fiscal years and the subsequent interim periods through September 4, 2019.
The Company delivered a copy of this Item 4.01 to Marcum on September 4, 2019 and requested a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the statements made in response to this Item and, if not, stating the respects in which it does not agree. Marcum responded with a letter dated September 5, 2019, a copy of which is annexed hereto as Exhibit 16.1 stating that Marcum agrees with the statements set forth above.
(b) On September 4, 2019, the Audit Committee authorized the appointment of KPMG LLP (“KPMG”) as the Company’s new independent registered public accounting firm for the fiscal year ending December 31, 2019, and
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