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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): April 3, 2024

 

  

Moatable, Inc.

(Exact Name of Registrant as specified in its charter)

 

Commission file number: 001-35147

 

Cayman Islands	45 West Buchanan Street, Phoenix, Arizona, 85003	Not Applicable
(State or other jurisdiction of incorporation or organization)	(Address of principal executive offices, including zip code)	(I.R.S. Employer Identification No.)
	(833) 258-7482
	(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
American depositary shares, each representing 45 Class A ordinary shares	MTBL	The New York Stock Exchange
Class A ordinary shares, par value $0.001 per share*	MTBL	The New York Stock Exchange

 

* Not for trading, but only in connection with the listing and trading of American depositary shares on The New York Stock Exchange.

 

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.  ☐

 

 

 

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

 

On April 3, 2024, Moatable, Inc. (the “Company”) received a notice letter (the “Delisting Notice”) from the staff of NYSE Regulation of the New York Stock Exchange (the “NYSE”) indicating that, NYSE has determined to commence proceedings to delist Company’s American depositary shares (“ADSs”), each representing 45 Class A ordinary shares of the Company, from the NYSE, and that trading in the Company’s ADSs was suspended immediately. NYSE reached its determination to delist the Company’s ADSs pursuant to Section 802.01B of the NYSE’s Listed Company Manual, because the Company had fallen below the NYSE’s continued listing standard requiring listed companies to maintain an average global market capitalization over a consecutive 30 trading day period of at least $15,000,000.

 

The Delisting Notice also indicated that the Company has a right to a review of this determination by a Committee of the Board of Directors of NYSE within ten business days after receiving the delisting notice. The NYSE will apply to the Securities and Exchange Commission to delist the ADSs upon completion of all applicable procedures, including any appeal by the Company of the NYSE’s decision.

 

The Company’s ADSs will open on the OTC Markets’ Pink market on April 4, 2024. In the meantime, the Company is evaluating alternatives, including applying for the OTCQB or OTCQX marketplaces.

 

Item 7.01 Regulation FD Disclosure.

 

On April 4, 2024, the Company issued a press release announcing the receipt of the notice of delisting from the NYSE. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

 

The information contained in this Item 7.01, including in Exhibit 99.1 attached hereto, is “furnished” and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. Such information shall not be incorporated by reference in another filing under the Exchange Act or the Securities Act of 1933, as amended, except to the extent such other filing specifically incorporates such information by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.		Description
99.1		Press Release of Moatable, Inc. dated April 4, 2024
104		The cover page of this Current Report on Form 8-K is formatted in Inline XBRL

 

 

SIGNATURES

 

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.

 

		MOATABLE, INC.
		By:	/s/ Joseph Chen
Date:	April 4, 2024		Joseph Chen
			Chairman and Chief Executive Officer

 

 

 

Exhibit 99.1

 

Moatable Announces Delisting Proceedings of the ADS by NYSE

 

Phoenix, Arizona, April 4, 2024 — Moatable, Inc. (NYSE: MTBL) (“Moatable” or the “Company”), which operates two US-based SaaS businesses, Lofty Inc.^© and Trucker Path Inc.^©, today announced that it has received a notice letter from the New York Stock Exchange (the “NYSE”, or the “Exchange”) that the staff of NYSE Regulation has determined to commence proceedings to delist the American depositary shares (“ADSs”), each representing 45 Class A ordinary shares of the Company — ticker symbol MTBL — from the NYSE. Trading in the Company’s ADSs will be suspended immediately.

 

The NYSE Regulation reached its decision to delist the Company’s ADSs pursuant to Section 802.01B of the NYSE’s Listed Company Manual because the Company had fallen below the NYSE’s continued listing standard requiring listed companies to maintain an average global market capitalization over a consecutive 30 trading day period of at least $15 million.

 

Under NYSE delisting procedures, the Company has a right to a review of this determination by a Committee of the Board of Directors of the Exchange within ten business days after receiving the delisting notice. The NYSE will apply to the Securities and Exchange Commission to delist the ADSs upon completion of all applicable procedures, including any appeal by the Company of the NYSE Regulation staff’s decision.

 

The Company’s ADSs will open on the OTC Markets’ Pink market on April 4, 2024. In the meantime, the Company is evaluating alternatives, including applying for the OTCQB or OTCQX marketplaces.

 

About Moatable Inc.

 

Moatable, Inc. (NYSE: MTBL) operates several US-based SaaS businesses including Lofty and Trucker Path. Moatable’s American depositary shares, each of which currently represents forty-five Class A ordinary shares, trade on NYSE under the symbol “MTBL”.

 

 

Forward-Looking Statements

 

This announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” and similar statements. Statements that are not historical facts, including statements about Moatable’s beliefs and expectations, including statements on making investments and operating businesses that generate long-term returns for investors, and expectations for future growth and innovation are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: Moatable’s goals and strategies; Moatable’s future business development, financial condition and results of operations; Moatable’s expectations regarding demand for and market acceptance of its services; Moatable’s plans to enhance user experience, infrastructure and service offerings. Further information regarding these and other risks is included in our annual report on Form 10-K for the year ended December 31, 2022 and other documents filed with the SEC. All information provided in this press release is as of the date of this press release, and Moatable does not undertake any obligation to update any forward-looking statement, except as required under applicable law.

 

For more information, please contact:

 

Investor Relations Department

Moatable, Inc.

Email: ir@moatable.com

 

 

 

 

 

v3.24.1

Cover	Apr. 03, 2024
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Apr. 03, 2024
Entity File Number	001-35147
Entity Registrant Name	Moatable, Inc.
Entity Central Index Key	0001509223
Entity Tax Identification Number	00-0000000
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	45 West Buchanan Street
Entity Address, City or Town	Phoenix
Entity Address, State or Province	AZ
Entity Address, Postal Zip Code	85003
City Area Code	(833)
Local Phone Number	258-7482
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
American Depositary Shares Each Representing 45 Class Ordinary Shares [Member]
Document Information [Line Items]
Title of 12(b) Security	American depositary shares, each representing 45 Class A ordinary shares
Trading Symbol	MTBL
Security Exchange Name	NYSE
Class Ordinary Shares Par Value 0. 001 Per Share [Member]
Document Information [Line Items]
Title of 12(b) Security	Class A ordinary shares, par value $0.001 per share*
Trading Symbol	MTBL
Security Exchange Name	NYSE

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