Form 8-K - Current report

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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): October 2, 2023

MOVELLA HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Delaware

001-40074

98-1575384

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

Suite 110, 3535 Executive Terminal Drive

Henderson, NV                              89052

(Address of Principal Executive Offices)                         (Zip Code)

[phone]

(Registrant’s telephone number, including area code)

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 (see General Instruction A.2. below):

☐			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

Common stock, $0.00001 par value per share

MVLA

The Nasdaq Stock Market LLC

Warrants, each warrant exercisable for one share of common stock at an exercise price of $11.50

MVLAW

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 ☒

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. ☐

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Item 3.01						Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer or Listing

On October 2, 2023, Movella Holdings Inc. (“the Company”) received a notice from The Nasdaq Stock Market LLC (“Nasdaq”) that the Company is not in compliance with Nasdaq’s Listing Rule 5450(a)(1), as the minimum closing bid price of the Company’s common stock has been below $1.00 per share for 30 consecutive business days. The notification of noncompliance has no immediate effect on the listing or trading of the Company’s common stock on The Nasdaq Global Market.

The Company has 180 calendar days, or until April 1, 2024, to regain compliance with the minimum bid price requirement. To regain compliance, the minimum closing bid price of the Company’s common stock must meet or exceed $1.00 per share for a minimum of ten consecutive business days during this 180-calendar day grace period. In the event the Company does not regain compliance with the minimum bid price requirement by April 1, 2024, the Company may be eligible for an additional 180-calendar day compliance period if it elects to transfer to The Nasdaq Capital Market. To qualify for transfer to The Nasdaq Capital Market, the Company would be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement, and would need to provide written notice of its intention to cure the bid price deficiency during the second compliance period. The Company’s failure to regain compliance during this period could result in delisting.

The Company intends to actively monitor the bid price of its common stock and will consider available options to regain compliance with the listing requirements. There can be no assurance that the Company will be able to regain compliance with Nasdaq’s Listing Rule 5450(a)(1) or will otherwise be in compliance with other Nasdaq listing criteria.

Item 9.01.						Financial Statements and Exhibits.

(d)Exhibits

Exhibit Number						Description
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

1

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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.

Movella Holdings Inc.

October 5, 2023

By:

/s/ Stephen Smith

Name:

Stephen Smith

Title:

Chief Financial Officer

2

Cover	Oct. 02, 2023
Entity Addresses [Line Items]
Document Type	8-K
Document Period End Date	Oct. 02, 2023
Entity Registrant Name	MOVELLA HOLDINGS INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-40074
Entity Tax Identification Number	98-1575384
Entity Address, Address Line One	Suite 110
Entity Address, Address Line Two	3535 Executive Terminal Drive
Entity Address, City or Town	Henderson
Entity Address, State or Province	NV
Entity Address, Postal Zip Code	89052
City Area Code	(725)
Local Phone Number	238-5682
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Amendment Flag	false
Entity Central Index Key	0001839132
Common Stock
Entity Addresses [Line Items]
Title of 12(b) Security	Common stock, $0.00001 par value per share
Trading Symbol	MVLA
Security Exchange Name	NASDAQ
Warrant
Entity Addresses [Line Items]
Title of 12(b) Security	Warrants, each warrant exercisable for one share of common stock at an exercise price of $11.50
Trading Symbol	MVLAW
Security Exchange Name	NASDAQ

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