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Note about upcoming reverse merger of AGBA with Thriller based on Nasdaq rules

The Nasdaq Reverse Merger Rule was introduced to prevent market manipulation and improve the quality of companies entering the exchange through reverse mergers. A reverse merger occurs when a private company becomes publicly traded by merging with an already public shell company. The rule aims to ensure that companies using this route meet similar standards as those entering through IPOs.

Key Requirements of the Nasdaq Reverse Merger Rule:

1. Minimum Bid Price Requirement:
The stock must maintain a minimum bid price of $4.00 per share for at least 30 of the 60 trading days preceding the filing of the Nasdaq listing application
This requirement is intended to discourage short-term price inflation and ensure sustainable market value before listing.
2. Six-Month Seasoning Period:
After the reverse merger, the company’s stock must trade on an eligible market (such as the OTC market or another national exchange) for at least six months before applying to Nasdaq  .
This period ensures that the post-merger entity can operate under public scrutiny and comply with financial reporting obligations.
3. Financial Reporting Requirements:
The company must submit two consecutive financial reports (such as 10-Qs or 10-Ks) on time, including at least one full-year audited financial statement after the merger  .
4. Compliance and Surveillance:
Nasdaq monitors trading activity closely to detect potential price manipulation during the bid price qualification period.
Even if the company meets the numerical criteria, Nasdaq reserves discretionary authority under Rule 5101 to deny listings if the company fails to meet qualitative standards such as management quality or investor protection practices

Purpose of the Rule:

The rule was introduced to prevent speculative and fraudulent companies from exploiting reverse mergers to list on Nasdaq without meeting the rigorous standards applied to IPOs. It ensures transparency, protects investors, and maintains the exchange’s integrity.
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