8-K
Jaws Mustang Acquisition Corp (JWSMF)
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13or Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Dateof earliest event reported): March 9, 2023
JAWS MUSTANG ACQUISTION CORP.
(Exact name of registrantas specified in its charter)
| Cayman Islands | 001-39975 | 98-1564586 |
|---|---|---|
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) |
| 1601 Washington Avenue, Suite 800 Miami Beach, FL | 33139 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
(305) 695-5500
Registrant’s telephone number, including area code
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities<br>Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange<br>Act (17 CFR 240.14a-12) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b)<br>under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c)<br>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 |
|---|---|---|
| Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-fourth of one redeemable warrant | JWSM.U | The New York Stock Exchange |
| Class A ordinary shares included as part of the units | JWSM | The New York Stock Exchange |
| Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 | JWSM WS | 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 or Rule 12b-2 of the Securities Exchange Act of 1934.
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 ContinuedListing Rule or Standard; Transfer of Listing.
On March 9, 2023, JAWS Mustang Acquisition Corporation (“JWSM”), issued a press release announcing that it will transfer its listing to the NYSE American LLC (“NYSE American”), where JWSM has been approved for listing. In connection with listing on NYSE American, JWSM will voluntarily delist from The New York Stock Exchange. Following the transfer of its listing, JWSM intends to continue to file the same periodic reports and other information it currently files with the Securities and Exchange Commission (the “SEC”). JWSM anticipates the transfer of listing to the NYSE American to occur on or about March 14, 2023.
JWSM intends to file a Form 8-A with respect to the registration of the JWSM’s securities on the NYSE American.
A copy of the press release is furnished hereto as Exhibit 99.1.
Item 7.01. Regulation FD Disclosure.
Furnished as Exhibit 99.1 hereto and incorporated into this Item 7.01 by reference is the press release that JWSM, issued on March 9, 2023.
The foregoing (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor will they be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act.
Item 9.01. Financial Statements and Exhibits
| ExhibitNumber | Description |
|---|---|
| 99.1 | Press Release, dated March 9, 2023 |
| 104 | Cover Page Interactive Data File, formatted in Inline XBRL (embedded within the Inline XBRL document) |
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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 hereunto duly authorized.
Dated: March 9, 2023
| JAWS Mustang Acquisition Corporation | |
|---|---|
| By: | /s/ Andrew Klaber |
| Name: | Andrew Klaber |
| Title: | Chief Executive Officer |
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Exhibit 99.1
JAWS Mustang Acquisition Corporation TransfersListing to NYSE American LLC
NEW YORK, NY, March 9, 2023– JAWS Mustang Acquisition Corporation (“JWSM”) (NYSE: JWSM, JWSM WS, JWSM.U), a special purpose acquisition company, announced today that it will transfer its listing to the NYSE American LLC (“NYSE American”), where it has been approved to list. In connection with the transfer, JWSM will voluntarily delist from The New York Stock Exchange. JWSM’s decision to transfer to the NYSE American was motivated by several factors, including more favorable thresholds for continued listing on the NYSE American. Following the transfer, JWSM intends to continue to file the same types of periodic reports and other information it currently files with the Securities and Exchange Commission (the “SEC”). JWSM anticipates the transfer to the NYSE American to occur on or about March 14, 2023.