8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The SecuritiesExchange Act of 1934

Date of Report (Date of earliest event reported): September2, 2021

BULL HORN HOLDINGS CORP.

(Exact Name of Registrant as Specified in its Charter)

Registrant’s telephone number, including area code: (305) 671-3341

N/A

(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 of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

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) 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 Satisfya Continued Listing Rule or Standard; Transfer of Listing.

As previously disclosed in a Form 12b-25 filed on August 16, 2021 by Bull Horn Holdings Corp. (the “Company”), the Company required additional time to complete the review of its financial statements for the quarterly period ended June 30, 2021 and, as a result, the Company required additional time to file its Quarterly Report on Form 10-Q for the same quarterly period (the “Form 10-Q”).

On September 2, 2021, the Company received a notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) stating that the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Rule”) because it has not timely filed the Form 10-Q with the SEC. The Rule requires listed companies to timely file all required periodic financial reports with the SEC.  The Notice has no immediate effect on the listing or trading of the Company’s securities. However, if the Company fails to timely regain compliance with the Rule, the Company’s securities will be subject to delisting from Nasdaq.

Under Nasdaq rules, the Company has 60 calendar days from the date the Notice was received (September 2, 2021), or until November 1, 2021, to submit a plan to regain compliance with the Rule. If Nasdaq accepts the Company's plan, then Nasdaq may grant an exception of up to 180 calendar days from the due date of the Form 10-Q, or until February 12, 2022, to regain compliance. However, there can be no assurance that Nasdaq will accept the Company's plan to regain compliance or that the Company will be able to regain compliance within any extension period granted by Nasdaq. 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 is working diligently to complete its Form 10-Q. The Company intends to file the Form 10-Q as soon as practicable to regain compliance with the Nasdaq Listing Rule.

Item 8.01. Other Events.

On September 3, 2021, the Company issued a press release announcing its receipt of the Notice. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

1

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.

2

Exhibit 99.1

Bull Horn Holdings Corp. Announces Receipt of Noticefrom NasdaqRegarding Late Filing of Quarterly Report on Form 10-Q

MIAMI BEACH, FLORIDA, SEPTEMBER 3, 2021 (GLOBENEWSWIRE) – Bull Horn Holdings Corp. (NASDAQ: BHSE) (the “Company”) today announced that it has received a notice (“Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) as a result of its failure to file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 (the “Form 10-Q”) in a timely fashion. The Notice advised the Company that it was not in compliance with Nasdaq’s continued listing requirements under the timely filing criteria established in Nasdaq Listing Rule 5250(c)(1).

As reported by the Company in its Form 12b-25 filed with the Securities and Exchange Commission (the “SEC”) on August 16, 2021, the Company was unable to file its Form 10-Q within the prescribed time period without unreasonable effort or expense due to the Company’s need for additional time to review its financial statements for the quarter ended June 30, 2021 and the resulting additional time required for completing and filing the Company’s Form 10-Q accordingly. The extension period provided for filing the Form 10-Q under Rule 12b-25 expired on August 23, 2021.

The Notice has no immediate effect on the listing or trading of the Company’s securities.

Nasdaq has informed the Company that, under Nasdaq rules, the Company will have 60 calendar days from the date of the Notice (September 2, 2021) to file its Form 10-Q with the SEC. The Company can regain compliance with Nasdaq listing standards during this sixty-day period when the Company files its Form 10-Q with the SEC. During the sixty-day period, Nasdaq will closely monitor the status of the Company's late filing and related public disclosures. If the Company fails to file its Form 10-Q within such sixty-day period, Nasdaq may, in its sole discretion, allow the Company's units, ordinary shares and warrants to trade for up to 180 days from the Form 10-Q’s filing due date, or February 12, 2022 (an “Additional Period”), depending on specific circumstances, as outlined in the rule. If Nasdaq determines that Additional Period is not appropriate, suspension and delisting procedures will commence pursuant to the Nasdaq Listing Rules. If Nasdaq determines that an Additional Period is appropriate and the Company fails to file its Form 10-Q and any subsequent delayed filings by the end of that period, suspension and delisting procedures will generally commence. Regardless of the procedures described above, Nasdaq may commence delisting proceedings at any time during the period that is available to complete the filing, if circumstances warrant.

The Company is working diligently to complete its Form 10-Q. The Company intends to file the Form 10-Q as soon as practicable to regain compliance with the Nasdaq Listing Rules. No assurance can be given that the Company will be able to regain compliance with the Nasdaq timely filing listing requirement.

About Bull Horn Holdings Corp.

Bull Horn Holdings Corp. is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. While the Company may pursue an initial business combination target in any business or industry, the Company intends to focus on leading sports, entertainment and brand companies that have potential for brand and commercial growth. The Company is led by Chief Executive Officer, Robert Striar, and Chief Financial Officer, Christopher Calise. In addition to Messrs. Striar and Calise, the Board of Directors includes Stephen Master, Michael Gandler, Jeff Wattenberg, Doug Schaer and Baron Davis.

Cautionary Note Regarding Forward-Looking Statements

This press release may include, and oral statements made from time to time by representatives of the Company may include, “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements regarding possible business combinations and the financing thereof, and related matters, as well as all other statements other than statements of historical fact included in this press release are forward-looking statements. When used in this press release, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions, as they relate to us or our management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results (including the results of the Company’s efforts to comply with Nasdaq listing standards as described herein) could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the Securities and Exchange Commission (“SEC”). All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and prospectus for the Company’s initial public offering filed with the SEC. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Contact:

Robert Striar

Chief Executive Officer

Bull Horn Holdings Corp.

info@bullhornse.com