AIB Acquisition Corp.

27/06/2024 | Press release | Distributed by Public on 28/06/2024 07:02

Failure to Satisfy Listing Rule Form 8 K

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

On June 26, 2024, the Nasdaq Stock Market announced that it will delist the ordinary shares, rights, and units of AIB Acquisition Corporation ("AIB," the "Company" or "we"). AIB's securities were suspended on May 9, 2024, and have not traded on Nasdaq since that time. Since May 9, 2024, the Company's units, ordinary shares, and rights have been eligible to trade on the OTC Markets under the tickers "ACCUF," "AIBAF" and "AACRF," respectively. Nasdaq will file a Form 25 with the Securities and Exchange Commission (the "SEC") to complete the delisting. The delisting will become effective ten days after the Form 25 is filed. Following the effectiveness of the Form 25, the Company's units, ordinary shares, and rights will continue to be eligible to trade on the OTC Markets under the tickers "ACCUF," "AIBAF" and "AACRF," respectively.

As previously reported on the Company's Current Report on Form 8-K filed with the SEC on May 13, 2024, the Company received written notice from the Nasdaq Hearings Panel (the "Panel") on May 7, 2024, indicating that the Panel had determined to delist the Company's securities from The Nasdaq Stock Market LLC ("Nasdaq") and that trading in the Company's securities would be suspended at the open of trading on May 9, 2024, due to the Company's failure to satisfy the terms of the Panel's March 14, 2024 decision (the "Decision"). Pursuant to the terms of the Decision, amongst other things, we were required to (i) advise the Panel regarding the status of the review by the SEC of the proxy statement/prospectus to be filed in connection with the Company's initial business combination on or before May 1, 2024, (ii) hold a shareholder meeting and obtain approval for completion of the Company's initial business combination on or before May 15, 2024, and (iii) close the Company's initial business combination, with the new entity demonstrating compliance with the initial listing criteria set forth in Nasdaq Listing Rule 5500 on or before May 20, 2024. On May 1, 2024, we notified the Panel that we would not be able to close our initial business combination by the Panel's May 20, 2024 deadline. Accordingly, the Panel determined to delist the Company's securities from Nasdaq.

On June 24, 2024, the Company filed a definitive proxy statement for an extraordinary general meeting of shareholders (the "Business Combination Meeting") to be held on July 15, 2024, to, among other things, approve a business combination (the "Business Combination") with PSI Group Holdings Ltd ("PSI"). The Company does not believe that the Nasdaq delisting will materially impact the parties' ability to complete the Business Combination on the terms thereof or the combined company's ability to list on a national securities exchange. PSI is entitled to terminate its business combination agreement with the Company if AIB's ordinary shares are delisted from Nasdaq for more than sixty (60) days. However, the parties intend to complete the Business Combination before such 60-day period expires. Additionally, PS International Group Ltd. ("Pubco") has applied for listing on Nasdaq, to be effective upon the closing, of its ordinary shares on Nasdaq under the symbol "PSIG." Nasdaq's approval of Pubco's listing is a condition to the closing. While such condition can be waived mutually by the parties to the business combination agreement, PSI does not intend to waive such condition. The parties are diligently working to complete the Business Combination as soon as practicable after the Business Combination Meeting.