Notice of Delisting or Failure to Satisfy a Continued Listing Rule or

As previously disclosed, on December 10, 2018, Smaaash Entertainment Inc. (the Company) received a written notice from Listing Qualifications of The Nasdaq Stock Market LLC (Nasdaq) indicating that the Companys common stock and warrants will be delisted from Nasdaq because the Company has not demonstrated compliance with all of the requirements for initial listing on the Nasdaq Capital Market following the previously announced business combination with Smaaash Entertainment Private Limited.

Specifically, the Company has not demonstrated that its common stock has a market value of publicly held shares of at least $15 million as required by Listing Rule 5505(b)(1). Additionally, the Company has not provided evidence that its common stock has at least 300 round lot holders as required by Listing Rule 5505(a)(3) and that its warrants have at least 400 round lot holders as required by Listing Rule 5515(a)(4).

On December 17, 2018, the Company requested a hearing before the Nasdaq Hearings Panel (the Panel) to appeal the delisting determination from the Nasdaq staff. On December 18, 2018, the Company received a letter from Nasdaq confirming the Panel will consider the Companys appeal at a hearing to be held on January 24, 2019. Therefore, any delisting of the Companys common stock and warrants from Nasdaq has been stayed, pending a final written decision by the Panel.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 19, 2018, Shripal Morakhia tendered his resignation as a director of the Company with immediate effect. Mr. Morakhias resignation was not in connection with any disagreement with the Company on any matter relating to its operations, policies or practices.


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: December 26, 2018



/s/ F. Jacob Cherian

Name: F. Jacob Cherian

Title: Chief Executive Officer

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