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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of September 2024
Commission File Number: 001-42162
CROWN LNG HOLDINGS LIMITED
(Translation of registrant’s name into English)
37th Floor, 1 Canada Square, Canada Wharf, London,
Greater London E14 5AA, United Kingdom
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Nasdaq Notice – Minimum Bid Price Requirement
Nasdaq Notice
On September 17, 2024, Crown LNG Holdings Limited, a private limited company incorporated under the laws of Jersey, Channel Islands (the “Company”), issued a press release announcing that on September 3, 2024, the Company received written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) indicating that the Company no longer complies with Nasdaq Listing Rule 5550(a)(2) (the “Rule”) requiring that listed securities maintain a minimum bid price of $1 per share (the “Minimum Bid Price”) based upon the Company’s closing bid price for 30-day trading period of July 22 to August 30, 2024. Additionally, the Notice confirms that the Rule grants the Company 180 calendar days, or until March 3, 2025 to regain compliance (the “Compliance Period”). Further, the Notice states that Nasdaq will provide confirmation of compliance and close the matter if the Company’s listed securities maintain the Minimum Bid Price for ten consecutive days at any time during the Compliance Period. The Notice serves only as a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of the Company’s securities. Though there can be no assurance that the Company will regain or maintain compliance with the Rule, the Company is exercising diligent efforts and intends to regain compliance with the Rule within the Compliance Period.
A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
Forward Looking Statements
This Form 6-K Report includes forward-looking statements that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements, including those set forth in any subsequent filings with the Securities and Exchange Commission (the “SEC”). Copies are available on the SEC’s website, www.sec.gov. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in the Company’s expectations or any change in events, conditions or circumstances on which any statement is based.
| Exhibits | ||
| Exhibit No. |
Description |
|
| 99.1 | Nasdaq Notice, dated September 3, 2024 | |
| 99.2 | Press Release, dated September 17, 2024 | |
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, thereunto duly authorized.
| CROWN LNG HOLDINGS LTD. | ||||
| By: | /s/ Jørn Husemoen |
|||
| Name: | Jørn Husemoen | |||
| Title: | Authorized Signatory | |||
Date: September 17, 2024
Exhibit 99.1
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|
Sent via Electronic Delivery to: jorn@crownlng.com; andy.tucker@nelsonmullins.com
September 3, 2024
Mr. Jørn Husemoen
Chairman
Crown LNG Holdings Limited
3rd Floor, 44 Esplanade
St. Helier, Jersey, JE4 9WG
| Re: | Crown LNG Holdings Limited (the “Company”) |
| Nasdaq Security: Ordinary Shares, Warrants |
| Nasdaq Symbol: CGBS, CGBSW |
Dear Mr. Husemoen:
As we discussed, our Listing Rules (the “Rules”) require listed securities to maintain a minimum bid price of $1 per share. Based upon the closing bid price for the last 30 consecutive business days, the Company no longer meets this requirement.1 However, the Rules also provide the Company a compliance period of 180 calendar days in which to regain compliance.
If at any time during this 180 day period the closing bid price of the Company’s security is at least $1 for a minimum of ten consecutive business days, we will provide you written confirmation of compliance and this matter will be closed. Please note that if the Company chooses to implement a reverse stock split, it must complete the split no later than ten business days prior to the expiration date in the table below in order to regain compliance.2
In the event the Company does not regain compliance, the Company may be eligible for additional time. To qualify, the Company will 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 will need to provide written notice of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary. If the Company meets these requirements, we will inform the Company that it has been granted an additional 180 calendar days. However, if it appears to Staff that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, we will provide notice that its securities will be subject to delisting.3
| 1 | For online access to all Nasdaq Rules, please see “Nasdaq Online Resources,” included with this letter. |
| 2 | For additional information with respect to compliance periods please see the “Nasdaq Online Resources” on the attached page and access the link “Frequently Asked Questions” related to “continued listing.” |
| 3 | At that time, the Company may appeal the delisting determination to a Hearings Panel. |
Mr. Jørn Husemoen
September 3, 2024
Page 2
Our Rules require that the Company promptly disclose receipt of this letter by either filing a Form 8-K, where required by SEC rules, or by issuing a press release. The announcement needs to be made no later than four business days from the date of this letter and must include the continued listing criteria that the Company does not meet, and a description of each specific basis and concern identified by Nasdaq in reaching the determination.4 The Company must also provide a copy of the announcement to Nasdaq’s MarketWatch Department at least 10 minutes prior to its public release.5 Please note that if you do not make the required announcement trading in your securities will be halted.6
The following table summarizes the critical dates and information as related to this matter.
| Period below $1.00 |
Expiration of 180 calendar day compliance period |
Public Announcement Due Date |
Relevant Listing Rules |
|||
| July 22, 2024 to August 30, 2024 | March 3, 2025 | September 9, 2024 | 5550(a)(2) – bid price 5810(c)(3)(A)7 – compliance period 5810(b) – public disclosure 5505 – Capital Market criteria |
Finally, an indicator will be displayed with quotation information related to the Company’s securities on NASDAQ.com and NASDAQTrader.com and may be displayed by other third party providers of market data information. Also, a list of all non-compliant Nasdaq companies and the basis for such non-compliance is posted on our website at listingcenter.nasdaq.com. The Company will be included in this list commencing five business days from the date of this letter.
If you have any questions, please do not hesitate to contact me at +1 202 573 4570.
Sincerely,
Nicholas Argauer
Listing Analyst
Nasdaq Listing Qualifications
| 4 | Listing Rule 5810(b). See FAQ #428 available on the Nasdaq Listing Center. |
| 5 | The notice must be submitted to Nasdaq’s MarketWatch Department through the Electronic Disclosure service available at nasdaq.net/ED/IssuerEntry. |
| 6 | Listing Rule IM-5810-1. |
| 7 | Listing Rule 5810(c)(3)(A)(iii) states in part: “if during any compliance period specified in this Rule 5810(c)(3)(A) a Company’s security has a closing bid price of $0.10 or less for ten consecutive trading days, the Listing Qualifications Department shall issue a Staff Delisting Determination under Rule 5810 with respect to that security.” |
NASDAQ ONLINE RESOURCES
All of our listing information and forms are available electronically on the Listing Center. In addition to facilitating electronic submission of forms, you can also use the Listing Center to access Nasdaq’s Reference Library containing hundreds of frequently asked questions and Governance Clearinghouse containing the latest updates on corporate governance and listing standards.
To help you navigate the deficiency process, we have provided links to some our most viewed resource materials.
| • | Board Composition and Committee Requirements |
| • | Governance Clearinghouse |
| • | Hearings Process |
| • | How to Transfer to Nasdaq Capital Market |
| • | Information about Application of Shareholder Approval Rules |
| • | Initial Listing Process |
| • | Listing Fees |
| • | Listing of Additional Shares Process |
| • | MarketWatch Electronic Disclosure Submissions |
| • | Nasdaq Listing Rules |
| • | Reference Library: Frequently Asked Questions, Staff Interpretations and Listing Council Decisions |
Exhibit 99.2
Crown LNG Announces Receipt of Nasdaq Notification Regarding Nasdaq Listing Rule 5550
LONDON, September 17, 2024 (GLOBE NEWSWIRE) -- Crown LNG Holdings Limited (“Crown” or “Crown LNG”), a leading provider of LNG liquefaction and regasification terminal technologies for harsh weather locations, today announced that on September 3, 2024, the Company received a notification letter (the “Notification Letter”) from the Listings Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) regarding a failure to meet Nasdaq’s minimum bid price requirements. The Notification Letter advised that for the last 30 consecutive business the minimum closing bid price per share for the Company’s common stock was below the $1.00 per share requirement for continued listing under Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”). This press release is issued pursuant to Nasdaq Listing Rule 5810(b), which requires prompt disclosure of receipt of a deficiency notification.
The Notification Letter has no immediate effect on the listing or trading of the Company’s common stock on the Nasdaq Capital Market.
Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company has a compliance period of 180 calendar days, or until March 3, 2025 (the “Compliance Period”), to regain compliance with the Bid Price Rule. If at any time during the Compliance Period, the closing bid price per share of the Company’s common stock is at least $1.00 for a minimum of 10 consecutive business days, Nasdaq will provide the Company a written confirmation of compliance and the matter will be closed, unless the Staff exercises its discretion to extend this 10 day period pursuant to Nasdaq Listing Rule 5810(c)(3)(H).
In the event the Company does not regain compliance by March 3, 2025, the Company may be eligible for an additional 180 calendar day period to regain compliance. To qualify, the Company will 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 will need to provide written notice of its intention to cure the deficiency during the second compliance period, including by effecting a reverse stock split, if necessary. If the Company chooses to implement a reverse stock split, it must complete the split no later than ten business days prior to the expiration of the second compliance period.
The Company intends to monitor the closing bid price of its common stock and may, if appropriate, consider available options to regain compliance with the Bid Price Rule, which could include effecting a reverse stock split. However, there can be no assurance that the Company will be able to regain compliance with the Bid Price Rule.
About Crown LNG Holdings Limited
Crown LNG is a leading provider of offshore LNG liquefaction and regasification terminal infrastructure solutions for harsh weather locations, which represent a significant addressable market for bottom-fixed, gravity based (“GBS”) liquefaction and floating storage regasification units, as well as associated green and blue hydrogen, ammonia and power projects. Through this approach, Crown aims to provide lower carbon sources of energy securely to under-served markets across the globe. Visit www.crownlng.com/investors for more information.
Contacts
For Crown LNG
Investors
Caldwell Bailey
ICR, Inc.
CrownLNGIR@icrinc.com
Media
Zach Gorin
ICR, Inc.
CrownLNGPR@icrinc.com