Carbon Revolution Announces Receipt of Non-Compliance Letter from Nasdaq

Rhea-AI Summary

Carbon Revolution (CREV) has received a non-compliance notification from Nasdaq due to delayed filing of its Annual Report on Form 20-F for the fiscal year ended June 30, 2024. The company has until January 21, 2025, to submit a compliance plan to Nasdaq. If accepted, Nasdaq may grant an extension until May 14, 2025. The notification does not immediately affect the listing or trading of the company's ordinary shares or warrants. If Nasdaq rejects the plan, Carbon Revolution can appeal to a Nasdaq hearings panel.

Positive

• None.

Negative

• Received Nasdaq non-compliance notice for delayed annual report filing
• Risk of potential delisting if compliance is not achieved by May 14, 2025
• Failure to meet regulatory filing requirements

Insights

Legal Expert

This non-compliance notice from Nasdaq represents a significant regulatory challenge for Carbon Revolution. The company's failure to file its Form 20-F annual report raises concerns about financial transparency and reporting capabilities. While the 60-day window to submit a compliance plan provides some breathing room, the situation could escalate if the company fails to meet this deadline or if Nasdaq rejects their plan.

The potential delisting risk, though not immediate, could impact investor confidence and stock liquidity. The maximum 180-day extension period until May 14, 2025, suggests this isn't a quick-fix situation. Notably, both ordinary shares and warrants remain tradeable during this period, but historical patterns show that such non-compliance issues often lead to increased stock volatility and decreased institutional investor interest.

GEELONG, Australia, Nov. 22, 2024 (GLOBE NEWSWIRE) -- Carbon Revolution plc (Nasdaq: CREV) (the “Company”), a Tier 1 OEM supplier and the leading global manufacturer of lightweight advanced technology automotive carbon fiber wheels, today announced that the Company has received a notification letter (the “Letter”) from the Listing Qualifications Department of the Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) as a result of the Company’s delay in filing its Annual Report on Form 20-F for the fiscal year ended June 30, 2024 (the “Annual Report”). The Letter has no immediate effect on the listing or trading of the Company’s ordinary shares or warrants on Nasdaq. The Letter stated that, under Nasdaq rules, the Company has until 60 calendar days after receipt of the Letter, which is January 21, 2025, to submit a plan to regain compliance, and that if a plan is submitted and accepted, Nasdaq could grant the Company an exception of up to 180 calendar days from the filing’s due date, or until May 14, 2025, to regain compliance. If Nasdaq does not accept the Company’s plan, then the Company will have the opportunity to appeal that decision to a Nasdaq hearings panel. The Company continues to work diligently to file its Annual Report as promptly as practical to regain compliance with Nasdaq Listing Rule 5250(c)(1).

About Carbon Revolution plc

Carbon Revolution plc (Nasdaq: CREV) (the “Company” or “Carbon Revolution”) is the parent of Carbon Revolution Pty Ltd, an early-stage growth company which has successfully innovated, commercialized and industrialized the advanced manufacture of carbon fiber wheels for the global automotive industry. The Company has progressed from single prototypes to designing and manufacturing lightweight wheels for cars and SUVs in the high performance, premium and luxury segments, for the world’s most prestigious automotive brands. Carbon Revolution is creating a significant and sustainable advanced technology business that supplies its lightweight wheel technology to automotive manufacturers around the world.

For more information, visit carbonrev.com

Forward Looking Statements

All statements other than statements of historical facts contained in this communication are forward-looking statements. Forward-looking statements may generally be identified by the use of words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “project,” “forecast,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” “target” or other similar expressions (or the negative versions of such words or expressions) that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding the expectation of continued listing of Carbon Revolution’s ordinary shares and warrants on Nasdaq, the Company’s ability to file its Annual Report and promptly regain compliance with Nasdaq Listing Rule 5250(c)(1), the future financial performance, business strategies, financings and expectations for the Company’s business. These statements are based on various assumptions, whether or not identified in this communication, and on the current expectations of Carbon Revolution’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and may differ from such assumptions, and such differences may be material. Many actual events and circumstances are beyond the control of Carbon Revolution.

These forward-looking statements are subject to a number of risks and uncertainties, including (i) the ability to maintain the listing of Carbon Revolution’s securities on Nasdaq or any other exchange on which such securities may be listed in the future; (ii) the failure to realize the benefits of being listed on a U.S. securities exchange and publicly-traded in the United States; (iii) Carbon Revolution's liquidity, including its ability to pay its obligations and to issue equity, refinance its indebtedness or otherwise obtain financing at all or on acceptable terms, (iv) risks related to its ability to meet financial covenants and other key covenants under existing financing arrangements or to obtain waivers or forbearance from compliance with such covenants, which could result in the acceleration of outstanding indebtedness, (v) changes in domestic and foreign business, market, financial, political and legal conditions; (vi) risks related to the rollout of Carbon Revolution’s business strategy and the timing of expected business milestones; (vii) the effects of competition on Carbon Revolution’s future business and the ability of the combined company to grow and manage growth, establish and maintain relationships with customers and retain its management and key employees; (viii) risks related to domestic and international political and macroeconomic uncertainty, including the Russia-Ukraine and conflicts in the Middle East; (ix) the outcome of any legal proceedings that may be instituted against Carbon Revolution; (x) the impact of pandemic and governmental responses on any of the foregoing risks; (xi) risks related to Carbon Revolution’s industry; (xii) changes in laws and regulations; and (xiii) those factors discussed in the documents Carbon Revolution filed with the SEC, including the Shell Company Report on Form 20-F.

If any of these risks materialize or Carbon Revolution’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that Carbon Revolution does not presently know or that Carbon Revolution currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect Carbon Revolution’s expectations, plans or forecasts of future events and views as of the date of this communication. Carbon Revolution anticipates that subsequent events and developments will cause Carbon Revolution’s assessments to change. However, while Carbon Revolution may elect to update these forward-looking statements at some point in the future, Carbon Revolution specifically disclaims any obligation to do so, unless required by applicable law. These forward-looking statements should not be relied upon as representing Carbon Revolution’s assessments as of any date subsequent to the date of this communication. Accordingly, undue reliance should not be placed upon the forward-looking statements.

For further information, please contact:

Investors
Investors@carbonrev.com

Media
Media@carbonrev.com

FAQ

Why did Carbon Revolution (CREV) receive a Nasdaq non-compliance notice?

Carbon Revolution received a Nasdaq non-compliance notice for failing to file its Annual Report on Form 20-F for the fiscal year ended June 30, 2024, on time, violating Nasdaq Listing Rule 5250(c)(1).

What is the deadline for Carbon Revolution (CREV) to submit a compliance plan to Nasdaq?

Carbon Revolution has until January 21, 2025 (60 calendar days after receipt of the notice) to submit a plan to regain compliance with Nasdaq listing requirements.

Will Carbon Revolution's (CREV) stock be immediately delisted from Nasdaq?

No, the non-compliance notice has no immediate effect on the listing or trading of Carbon Revolution's ordinary shares or warrants on Nasdaq.

What is the maximum extension period Nasdaq could grant to Carbon Revolution (CREV)?

If Nasdaq accepts Carbon Revolution's compliance plan, they could grant an extension of up to 180 calendar days from the filing's due date, until May 14, 2025.