0001615774-18-014478.txt : 20181214 0001615774-18-014478.hdr.sgml : 20181214 20181214170114 ACCESSION NUMBER: 0001615774-18-014478 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20181210 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing FILED AS OF DATE: 20181214 DATE AS OF CHANGE: 20181214 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SMAAASH ENTERTAINMENT INC. CENTRAL INDEX KEY: 0001708410 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING & DRINKING PLACES [5810] IRS NUMBER: 821231127 STATE OF INCORPORATION: NY FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-38188 FILM NUMBER: 181236257 BUSINESS ADDRESS: STREET 1: 1345 AVENUE OF THE AMERICAS, 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10105 BUSINESS PHONE: 2128783684 MAIL ADDRESS: STREET 1: 1345 AVENUE OF THE AMERICAS, 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10105 FORMER COMPANY: FORMER CONFORMED NAME: I-AM CAPITAL ACQUISITION Co DATE OF NAME CHANGE: 20170605 8-K 1 s114735_8k.htm 8-K

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): December 14, 2018 (December 10, 2018)

SMAAASH ENTERTAINMENT INC.

(Exact name of registrant as specified in its charter)

Delaware		001-38188		82-1231127
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

1345 Avenue of the Americas, 15th Floor

New York, New York

10105

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (212) 878-3684

________________________________________

(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 to 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))

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 December 10, 2018, Smaaash Entertainment Inc. (the “Company”) received a written notice (the “Notice”) from Listing Qualifications of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company has not complied with the requirements of IM-5101-2 of the listing rules of Nasdaq (the “Listing Rules”) since it has not demonstrated compliance with all of the requirements for initial listing on the Nasdaq Capital Market following the previously announced business combination with Smaaash Entertainment Private Limited.

Specifically, the Company has not demonstrated that its common stock meets Listing Rule 5505(b)(1) that requires a market value of publicly held shares of at least $15 million. Additionally, the Company has not provided evidence that its common stock has at least 300 round lot holders as required by Listing Rule 5505(a)(3) and that its warrant has at least 400 round lot holders as required by Listing Rule 5515(a)(4). Finally, the Company does not comply with Listing Rule 5515(a)(2) which requires that for initial listing of a warrant the underlying security must be listed on Nasdaq.

The Notice states that, unless the Company requests an appeal, Nasdaq will suspend the trading of the Company’s common stock and warrants at the opening of business on December 19, 2018 and remove them from listing and registration on Nasdaq. The Company may appeal Nasdaq’s delisting determination to a Nasdaq hearings panel by December 17, 2018, which will stay the suspension of the Company’s securities and their removal from Nasdaq pending the panel’s decision.

The Company intends to appeal Nasdaq’s decision to the hearings panel prior to the deadline on December 17, 2018 pursuant to the procedures set forth in the Nasdaq Listing Rules. The Company can provide no assurance that, following the hearing, the hearings panel will grant the Company’s request for continued listing or that the Company can maintain compliance with the other Nasdaq Listing Rules.

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: December 14, 2018

	SMAAASH ENTERTAINMENT INC.

	By:	/s/ F. Jacob Cherian
		Name: F. Jacob Cherian
		Title: Chief Executive Officer