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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K 

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 30, 2023 (May 24, 2023)

 

 

LatAmGrowth SPAC

(Exact name of registrant as specified in its charter)

 

 

Cayman Islands   001-41246   98-1605340

(State or other jurisdiction
of incorporation)

 

(Commission
File Number)

  (I.R.S. Employer
Identification No.)
         

Pedregal 24

8th Floor

Molino del Rey

Mexico City, Mexico

  11000
(Address of principal executive offices)   (Zip Code)

 

+52 55 9178 9015

(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 Securities Exchange Act of 1934:

 

Title of each class   Trading
Symbol(s)
  Name of each exchange
on which registered
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant   LATGU   The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share   LATG   The Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50   LATGW   The Nasdaq Stock Market LLC

 

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 x

 

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 May 24, 2023, LatAmGrowth SPAC, a Cayman corporation (the “Company”) received a notification letter from the NASDAQ Listing Qualifications (“NASDAQ”) stating the Company was not in compliance with NASDAQ Listing Rule 5250(c)(1), due to its failure to timely file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 (the “2023 Q1 10-Q”). The NASDAQ notification letter provides the Company 60 calendar days from the date of the notification, or until July 24, 2023, to submit a plan to NASDAQ to regain compliance with the NASDAQ’s continued listing requirements. If the plan is accepted, NASDAQ can grant an exception of up to 180 calendar days, or until November 20, 2023, for the Company to regain compliance. If NASDAQ does not accept the Company’s compliance plan, the Company will have the opportunity to appeal that decision to a Hearing Panel under Listing Rule 5815(a). The NASDAQ notification letter has no immediate effect on the listing of the Company’s common stock on the NASDAQ Capital Market.

 

The Company does not currently expect submission of a compliance plan will be necessary as it anticipates filing its 2023 Q1 10-Q prior to the expiration of the 60 day period. The Company anticipates that it will fully regain compliance with the NASDAQ continued listing requirements upon such filing of its 2023 Q1 10-Q.

 

Item 8.01. Other Events.

 

On May 30, 2023, the Company issued a press release announcing the receipt of the non-compliance letter from NASDAQ. A copy of the press release is attached as Exhibit 99.1 hereto.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
99.1   Press Release, dated May 30, 2023
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

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.

 

  LatAmGrowth SPAC
   
Date: May 30, 2023 By: /s/ Gerard Cremoux 
  Name: Gerard Cremoux
  Title: Chief Executive Officer, Chief Financial Officer and Director