UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 18, 2018

Longfin Corp.

(Exact Name of Registrant as Specified in Charter)





Delaware 001-38192 81-5312393 (State or Other Jurisdiction of Incorporation) (Commission

File Number) (I.R.S. Employer

Identification No.)

16-017, 85 BROAD STREET, NEW YORK, NY 10004 (Address of Principal Executive Offices) (Zip Code)

(646) 202-9550

(Registrant’s Telephone Number, Including Area Code)

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 (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company [X]

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 Continued Listing Rule or Standard; Transfer of Listing.

On April 18, 2018, Longfin Corp. (the “ Company ”), received a notice (the “ Notice ”) from the NASDAQ Stock Market LLC (“ NASDAQ ”), indicating that the Company does not comply with the NASDAQ Listing Rule 5250(c)(1) due to the Company not having included the signatures of a majority of the members of its Board of Directors in its Annual Report on Form 10-K for the year ended December 31, 2017 (the “ Annual Report ”) that it filed with the U.S. Securities & Exchange Commission (the “ SEC ”) on April 2, 2018.

NASDAQ elected to exercise its discretionary authority under the Listing Rule 5101 to require the Company to submit a plan of compliance regarding the deficiency described above by no later than April 25, 2018.

However, immediately prior to the filing of this Current Report on Form 8-K, the Company filed an amendment to the Annual Report that included a majority of the members of its Board of Directors, resolving this instance of non-compliance. The Company remains non-compliant with Rule 5250(c)(1) because it did not file a Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, as previously reported in an Current Report on Form 8-K dated April 6, 2018.

2

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: April 19, 2018

LONGFIN CORP. By: /s/ Venkata Meenavalli Name: Venkata Meenavalli Title: Chairman