Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On January 22, 2020, Gores Holdings III, Inc. (the “Company”) received a written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) indicating the Company was not in compliance with Nasdaq Listing Rule 5550(a)(3) (the “Minimum Public Holders Rule”), which requires the Company to have at least 300 public holders for continued listing on the Nasdaq Capital Market. The Notice is only a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of the Company’s securities on the Nasdaq Capital Market.
The Notice states that, under Nasdaq rules, the Company has 45 calendar days from the date of the Notice, or until March 9, 2020 (the “Compliance Period”), to submit a plan to regain compliance with the Minimum Public Holders Rule. The Company expects to regain compliance with the Minimum Public Holders Rule in connection with the consummation of its previously announced proposed business combination pursuant to the Agreement and Plan of Merger (the “Merger Agreement”) dated November 1, 2019, by and among the Company, EAP Merger Sub, Inc., EAP Merger Sub II, LLC, Shay Holding Corporation (“Shay Holding”) and Platinum Equity Advisors, LLC in its capacity as stockholder representative. The Company is actively engaged in efforts to satisfy the Minimum Public Holders Rule for the initial listing of the stock of the post-combination company, PAE Incorporated, on Nasdaq in connection with the closing of the business combination, which is expected to occur within the Compliance Period. If the Company is unable to complete the business combination within the Compliance Period, the Company will submit a plan in accordance with the Notice within such period. If Nasdaq accepts the Company’s plan, Nasdaq may grant an extension of up to 180 calendar days from the date of the Notice to evidence compliance with the Minimum Public Holders Rule. If Nasdaq does not accept the Company’s plan, the Company will have the opportunity to appeal the decision in front of an independent Nasdaq Hearings Panel.
Item 8.01 Other Events.
On January 24, 2020, the Company filed a definitive proxy statement (the “Definitive Proxy”) for the Company’s Special Meeting in Lieu of 2020 Annual Meeting of Stockholders (the “Special Meeting”) which will be held at 9:00 a.m., Eastern time, on February 7, 2020. At the Special Meeting, the Company’s stockholders will, among other items, vote on the proposed business combination with Shay Holding. Assuming approval of the proposals at the Special Meeting by the Company’s stockholders, the Company expects to close the business combination with Shay Holding shortly after the Special Meeting. The record date for the Special Meeting is January 21, 2020.
Additional Information about the Transactions and Where to Find It
On January 24, 2020, the Company filed the Definitive Proxy in connection with the business combination and the other transactions contemplated by the Merger Agreement and has mailed the Definitive Proxy and other relevant documents to its stockholders. The Definitive Proxy contains important information about the proposed transactions contemplated by the Merger Agreement and the other matters to be voted upon at the Special Meeting to approve the business combination and the other transactions contemplated by the Merger Agreement and other matters and is not intended to provide the basis for any investment decision or any other decision in respect of such matters.Company stockholders and other interested persons are advised to read the Definitive Proxy in connection with the Company’s solicitation of proxies for the Special Meeting because the Definitive Proxy contains important information about the proposed transactions. The Definitive Proxy has been mailed to Company stockholders as of a January 21, 2020 record date established for voting on the business combination and the other transactions contemplated by the Merger Agreement and the other matters to be voted upon at the Special Meeting. Company stockholders will also be able to obtain copies of the Definitive Proxy, without charge, at the SEC’s website at www.sec.gov or by directing a request to: Gores Holdings III, Inc., 9800 Wilshire Boulevard, Beverly Hills, CA 90212, attention: Jennifer Kwon Chou (email: jchou@gores.com).
Participants in Solicitation
The Company and its directors and officers may be deemed participants in the solicitation of proxies of Company stockholders in connection with the proposed transactions. Company stockholders and otherinterested persons may obtain, without charge, more detailed information regarding the directors and officers of the Company in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, which was filed with the SEC on March 18, 2019. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to Company stockholders in connection with the business combination and the other transactions contemplated by the Merger Agreement and other matters to be voted upon at the Special Meeting are set forth in the Definitive Proxy.Additional information regarding the interests of participants in the solicitation of proxies in connection with the proposed transactions are included in the Definitive Proxy.
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