Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On July 24, 2020, Global Eagle Entertainment Inc. (the "Company") was notified by the staff of The Nasdaq Stock Market ("Nasdaq") that it had determined to commence proceedings to delist the Company's securities from trading on Nasdaq. As a result of this determination, trading in the Company's common stock will be suspended at the opening of business on August 4, 2020, and a Form 25-NSE will be filed by Nasdaq with the Securities and Exchange Commission (the "SEC"), which will remove the Company's securities from listing and registration on Nasdaq.

Nasdaq reached its decision that the Company is no longer suitable for listing pursuant to Listing Rules 5101, 5110(b), and 5101-1, after the Company's disclosure on July 22, 2020 that the Company, together with certain of its subsidiaries, had filed for protection under chapter 11 of title 11 of the United States Code (the "Chapter 11 Cases") in the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court"). Nasdaq's application to the SEC to delist the common stock is pending, subject to the completion of all applicable procedures, including any appeal by the Company to Nasdaq's decision.

Taking into account the Company's desire to reduce operating expenses and maximize the value of its estates, the Company does not intend to appeal Nasdaq's determination.

The Company expects that the trading of its common stock will transition to the OTC Bulletin Board or "pink sheets" market shortly.

The transition to over-the-counter markets will not affect the Company's operations or business and does not change its reporting requirements under SEC rules. However, the Company currently expects to pursue the deregistration of its common stock and cease filing reports with the SEC as soon as practicable after the delisting of its common stock from trading on Nasdaq.

Item 8.01 Other Events.

On July 23, 2020, the Bankruptcy Court entered an interim order in the Chapter 11 Case establishing notice and hearing procedures for trading in equity securities in the Company (the "Interim Order"). Pursuant to the Interim Order, a copy of the notice of the Interim Order is attached hereto as Exhibit 99.1 and is incorporated herein by reference (the "Notice of Order"). The following summary of the notice and hearing procedures is qualified in its entirety by reference to the Notice of Order and the Interim Order. As a result of the Interim Order:





    (1)  any person or entity who is or becomes a beneficial owner of at least
         4.5% of all issued and outstanding shares of the Common Stock (equal to
         168,921 shares of the Common Stock, based on approximately
         3,753,807 million shares of the Common Stock issued and outstanding as of
         Jul 22, 2020) (a "Substantial Shareholder") shall file with the
         Bankruptcy Court a notice of such status on or before the later of (x) 20
         calendar days after the date of the Notice of Order and (y) 10 calendar
         days after becoming a Substantial Shareholder;




    (2)  at least 14 calendar days prior to effectuating any transfer of equity
         securities that would result in (a) an increase or decrease in the amount
         of common stock beneficially owned by a Substantial Shareholder, (b) a
         person or entity becoming a Substantial Shareholder, or (c) a decrease in
         the amount of common stock beneficially owned by a Substantial
         Shareholder that would result in such person or entity no longer being a
         Substantial Shareholder, such person or entity shall file with the
         Bankruptcy Court a notice of such proposed transfer; and




    (3)  the Company will have 7 calendar days after receipt of any notice of such
         proposed transfer to file with the Bankruptcy Court and serve on such
         Substantial Shareholder or person or entity that may become a Substantial
         Shareholder, an objection to the transfer and, if the Company does so,
         such proposed transfer shall not be effective unless approved by the
         Bankruptcy Court. If the Company does not object within such 7-day
         period, the transfer may proceed solely as set forth in the notice of
         transfer.

The Interim Order provides that a final hearing on the motion to establish notice and hearing procedures for trading in equity securities in the Company will be held on August 17, 2020 at 11:00 a.m. (Eastern Time) (the "Final Hearing"), and any objections to the relief granted by the Interim Order must be filed no later than seven days prior to the Final Hearing (the "Objection Deadline"). If an objection is timely filed and served prior to the Objection Deadline, such objection will be heard at the Final Hearing, and if no objections are timely filed and served, the Bankruptcy Court will enter a final order.

The foregoing description of the Interim Order is a summary and does not purport to be complete, and is subject to, and qualified in its entirety by reference to, the Interim Order. A copy of the Interim Order may be obtained by following the instructions in the Notice of Order.

Cautionary Note Regarding Forward-Looking Statements

In this Current Report on Form 8-K, we make "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include the Company's expectations regarding Nasdaq's application, the SEC's response to Nasdaq's application, and the Company's pursuit of the deregistration of its common stock, and are based on information available to us as of the date hereof and on our current expectations, forecasts and assumptions, and involve substantial risks and uncertainties. Actual results may vary materially from those expressed or implied by the forward-looking statements herein due to a variety of other factors, including the risks and uncertainties set forth in our most recent Annual Report on Form 10-K and any subsequently filed Quarterly Reports on Form 10-Q.

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The forward-looking statements herein speak only as of the date the statements are made (which is the date of this Current Report on Form 8-K). Investors should not put undue reliance on any forward-looking statements. We assume no obligation to update forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information, except to the extent required by applicable securities laws. If we do update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits.



          Exhibit No.   Description
          99.1            Notice of Order, dated as of July 24, 2020

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