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): February 5, 2024
JAWS MUSTANG ACQUISITION CORPORATION
(Exact name of registrant as specified in its charter)
| Cayman Islands | | 001-39975 | | 98-1564586 |
(State or other jurisdiction of
incorporation or organization) | | (Commission File Number) | | (I.R.S. Employer Identification
Number) |
1601 Washington Avenue, Suite 800
Miami Beach, FL | | 33139 |
| (Address of principal executive offices) | | (Zip Code) |
(305) 695-5500
Registrant’s telephone number, including area code
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, and one-fourth of one redeemable warrant | | JWSM.U | | The New York Stock Exchange American |
| Class A ordinary shares included as part of the units | | JWSM | | The New York Stock Exchange American |
| Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 | | JWSM WS | | The New York Stock Exchange American |
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 February 5, 2024, Jaws Mustang Acquisition Corporation (“JWSM”) received written notice from NYSE American LLC (“NYSE American”) indicating that the staff of NYSE American has determined to commence proceedings to delist JWSM’s (i) units, each consisting of one Class A ordinary share, $0.0001 par value (“Class A Ordinary Shares”), and one-fourth of one redeemable warrant (“Units”), (ii) Class A Ordinary Shares included as part of the Units and (iii) redeemable warrants included as part of the Units (each, a “Warrant”), each whole Warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 (collectively, the “Securities”) of JWSM. NYSE American reached its decision to delist JWSM’s Securities pursuant to Sections 119(b) and 119(f) of the NYSE American Company Guide because JWSM failed to consummate a business combination (i) within 36 months of the effectiveness of its initial public offering registration statement, or (ii) such shorter period that JWSM specified in its registration statement. JWSM has a right to a review of NYSE American’s staff’s determination to delist the Securities by the Listings Qualifications Panel of the Committee for Review of the Board of Directors of NYSE American (the “Panel”). Following such appeal and a decision by the Panel, NYSE American or JWSM will make an announcement regarding either proceeding with suspension and delisting or continued trading in the JWSM’s Securities. If JWSM does not appeal this determination, NYSE American will announce the date that trading will be suspended. The filing of an application with the Securities and Exchange Commission to delist the Securities is pending completion of all applicable procedures, including any appeal by JWSM of the NYSE American’s staff’s decision.
JWSM intends to exercise its right to appeal the decision to delist JWSM’s Securities to request sufficient time to complete a business combination and has been advised by NYSE American that its Securities will continue to trade during the pendency of that appeal. Following such appeal, the decision by the Panel will be announced by NYSE American or JWSM regarding either proceeding with suspension and delisting or continued trading in JWSM’s Securities.
SIGNATURE
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.
Dated: February 5, 2024
| | JAWS MUSTANG ACQUISITION CORPORATION |
| | |
| | |
| | By: | /s/ Andrew Klaber |
| | Name: | Andrew Klaber |
| | Title: | Chief Executive Officer |
