Perception Capital Corp. III, a special purpose acquisition company (SPAC), has been notified by the Nasdaq Listing Qualifications Department that it is at risk of being delisted. The notice, dated Monday, states that the company has not met the requirement to complete a business combination within 36 months of its initial public offering as stipulated by Nasdaq IM-5101-2.
The Minneapolis-based company, which trades under the ticker symbols PFTAU (units), PFTA (Class A ordinary shares), and PFTAW (warrants) on The NASDAQ Stock Market LLC, now faces suspension of trading starting August 1, 2024, unless it requests a hearing with the Nasdaq Hearings Panel. Perception Capital Corp. III plans to appeal the decision and seek additional time to finalize its proposed merger with RBio Energy Corporation, which has been previously disclosed.
If the appeal is successful, it will halt the suspension and delisting process until the hearing. However, there is no guarantee that the company will regain compliance with Nasdaq's continued listing requirements or that the merger with RBio will be completed as planned.
This development is a significant setback for Perception Capital Corp. III, originally known as Portage Fintech Acquisition Corp. before a name change on March 25, 2021. As an emerging growth company, Perception Capital Corp. III has been working to complete a business combination that would enable it to satisfy the Nasdaq's conditions for continued listing.
The company's management has expressed its intent to address the non-compliance issue and is actively seeking a resolution. Still, the outcome remains uncertain, and the company cautions that forward-looking statements regarding its plans are subject to change.
This news is based on the most recent SEC filing by Perception Capital Corp. III.
In other recent news, Perception Capital Corp. III has announced its intention to extend the deadline for completing a business combination. The company has filed a definitive proxy statement, proposing an extension from July 2024 to April 2025. This decision is contingent upon shareholder approval at an upcoming extraordinary general meeting.
In preparation for this meeting, Perception Capital Corp. III is planning non-redemption agreements with certain shareholders, aiming to retain more funds in the company's trust account.
These agreements, yet to be finalized, will not directly influence the vote but are designed to maintain the trust account's balance. If the extension is approved, Perception Capital Partners IIIA LLC, the sponsor, will forfeit an equivalent number of Class B ordinary shares to the number of additional shares issued to non-redeeming shareholders. This move, known as the Class B Conversion, is expected to occur before the public shareholders' redemption, subject to shareholder approval.
These recent developments reflect the latest news from Perception Capital Corp. III.
InvestingPro Insights
As Perception Capital Corp. III confronts the possibility of delisting from the Nasdaq, a glance at the company's financial health through InvestingPro data reveals some challenges and potential areas of focus for investors. With a market capitalization of $356.28 million and an adjusted P/E ratio for the last twelve months as of Q1 2024 standing at 33.14, the company's valuation metrics suggest a market that is still evaluating its growth prospects post-merger. Notably, the company's profitability over the last twelve months is reflected in a basic and diluted EPS from continuing operations at $0.26.
InvestingPro Tips highlight two critical concerns: Perception Capital Corp. III's gross profit margins are considered weak, and its short-term obligations currently outstrip its liquid assets. Additionally, the firm is trading near its 52-week low, which may indicate a potential entry point for investors if they believe in the company's long-term strategy and its ability to successfully merge with RBio Energy Corporation.
For investors seeking a more comprehensive analysis, there are additional InvestingPro Tips available which can guide investment decisions during these uncertain times for the company. Use coupon code PRONEWS24 to get up to 10% off a yearly Pro and a yearly or biyearly Pro+ subscription, and gain access to the wealth of insights that InvestingPro has to offer.
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