Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing
On March 30, 2023, Intelligent Medicine Acquisition Corp. (the "Company")
received a letter (the "Letter") from the Listing Qualifications division (the
"Staff") of the Nasdaq Stock Market LLC ("Nasdaq") stating that the Company has
not paid certain fees required by Nasdaq Listing Rule 5250(f) and that the
Company will be delisted unless it appeals such determination. As of the date of
the Notice, the Company's past due fee balance totaled $140,000. If the Company
elects not to appeal, trading of its Class A ordinary shares will be suspended
at the opening of business on April 11, 2023 and a Form 25-NSE will be filed
with the Securities and Exchange Commission, which will remove the Company's
securities from listing and registration on Nasdaq.
In addition, the Letter stated that the Company was not in compliance with the
requirements of the Nasdaq Listing rules set forth in Listing
Rule 5450(b)(2)(B), requiring a minimum 1,100,000 Publicly Held Shares. The
Staff's determination was based on the Company's Current Report on Form 8-K
filed with the Securities and Exchange Commission (the "SEC") on February 9,
2023, in which the Company disclosed that 20,009,861 shares of Class A common
stock exercised their redemption rights in connection with a special meeting of
stockholders held on February 8, 2023. The Letter noted that pursuant to Listing
Rule 5810(c)(2)(A), non-compliance with Listing Rule 5450(b)(2)(B) serves as an
additional and separate basis for delisting.
The Company intends to request a hearing before the Nasdaq Hearings Panel (the
"Panel") to appeal the Staff's delisiting determination.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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