Item 3.01 Notice of Delisting
or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As
previously announced in a Current Report on Form 8-K filed on February 23, 2018, on February 20, 2018, the Company received written
notice from The Nasdaq Stock Market LLC (“
Nasdaq
”) indicating that the Nasdaq Hearings Panel (the “
Panel
”)
determined to delist the Company’s securities and, as a result, trading of the Company’s securities on Nasdaq was suspended
effective with the open of business on Thursday, February 22, 2018, due to the Company’s non-compliance with certain requirements
for continued listing on The Nasdaq Capital Market – as detailed below – including the Company’s failure to complete
its proposed business combination with HTH and evidence compliance with all applicable requirements for initial listing on Nasdaq
on or before February 19, 2018, which was the deadline previously set by the Panel.
The
Company subsequently requested a review of the Panel’s decision by the Nasdaq Listing and Hearing Review Council (the
“
Listing Council
”), which request resulted in a stay of any formal delisting action by Nasdaq at least
pending the ultimate outcome of the Listing Council’s review and the expiration of all relevant review and appeal
periods. Given the Nasdaq trading suspension, as
of February 22, 2018, the Company’s securities under the current trading symbols (OACQF, OAQCF and OACCF)
became eligible to trade on in the over-the-counter, OTC Markets system.
As
disclosed by the Company on August 28, 2017, on August 23, 2017, the Company received written notice from Nasdaq indicating that,
based upon the Company’s non-compliance with Nasdaq Listing Rule 5550(a)(3) (the “
Minimum Public Holders Rule
”),
which requires an issuer listed on The Nasdaq Capital Market to evidence a minimum of 300 public holders, the Company’s securities
would be subject to delisting unless the Company timely requested a hearing before the Panel. The Company requested such hearing,
at which it presented its plan to file a new listing application for HTH, complete the proposed business combination, and thereby
evidence the combined entity’s compliance with all requirements for initial listing on Nasdaq. The Panel subsequently granted
the Company’s request for an extension through February 19, 2018 to complete such plan.
Also,
as disclosed by the Company on December 8, 2017, on December 4, 2017, the Company received written notice from Nasdaq indicating
that it did not satisfy Nasdaq Listing Rule 5620(a) (the “
Annual Meeting Requirement
”) because the Company did
not timely hold an annual meeting for the fiscal year ended November 30, 2016 on or before November 30, 2017. The notice indicated
that the Company’s non-compliance with the Annual Meeting Requirement could serve as an additional basis for the delisting
of the Company’s securities from Nasdaq. The Company thereafter presented its plan to evidence compliance with the Annual
Meeting Requirement promptly following the consummation of the proposed business combination with HTH and the filing of the requisite
periodic reports, which would include the financial statements for the fiscal year ended November 30, 2017 (as required by SEC
rules), with the Securities and Exchange Commission.
Also,
as disclosed by the Company on April 5, 2018, on March 27, 2018, the Company received written notice from Nasdaq indicating
that it was not in compliance with Nasdaq Listing Rule IM-5101-2, since the Company had not consummated its initial business
combination within 36 months of the effectiveness of its IPO registration statement, which occurred on December 12, 2014. The
Company addressed this matter in its appeal.
On April 6, 2018,
the Company received written notice from Nasdaq indicating that it was not in compliance with Nasdaq Listing Rule 5250(f) since
the Company has not yet paid $42,000 in annual listing fees due to Nasdaq. The notice indicated that the Company will be subject
to delisting proceedings if it does not pay the outstanding balance in full. The notice also indicated that this matter serves
as an additional basis for delisting the Company’s securities from Nasdaq and that this matter will therefore be considered
by the Listing Council in connection with the Company’s appeal. The Company subsequently received an extension from Nasdaq
pursuant to which it has until April 20, 2018 to pay the outstanding balance. The Company subsequently paid such outstanding balance
in a timely manner.
On
May 17, 2018, the Company received a decision by the Listing Council to the Company’s appeal of the Panel’s decision
to delist its securities from Nasdaq, upholding the Panel’s decision to commence delisting procedures for the Company’s
securities
. The Company’s securities continue to trade on the OTC Pink marketplace.