Current Report Filing (8-k)
11 Januar 2023 - 2:01PM
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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):
January 9, 2023
SENIOR CONNECT ACQUISITION
CORP. I
(Exact name of registrant as specified in its
charter)
Delaware |
|
001-39793 |
|
85-2816458 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS. Employer
Identification No.) |
7114 East Stetson Drive, Suite 400
Scottsdale, AZ 85251
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (480) 948-9200
Not Applicable
(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:
| ☐ | 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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Units, each consisting of one share of Class A Common Stock and one-half of one Warrant |
|
SNRHU |
|
The Nasdaq Stock Market LLC |
Class A common stock, par value $0.0001 |
|
SNRH |
|
The Nasdaq Stock Market LLC |
Warrants, each whole Warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share |
|
SNRHW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company 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 ☒
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 January 9, 2023, Senior Connect Acquisition Corp. I (the “Company”)
received a notice from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company was deficient in meeting
the requirements of Listing Rule 5620(a), which requires the Company to hold an annual meeting of shareholders no later than one year
after the end of the Company’s 2021 fiscal year-end. In accordance with Nasdaq Listing Rule 5810(c)(2)(G), the Company has 45 calendar
days (or until February 23, 2023) to submit a plan to regain compliance and, if Nasdaq accepts the plan, Nasdaq may grant the Company
up to 180 calendar days from its fiscal year end, or until June 29, 2023, to regain compliance. The Company intends to submit a compliance
plan within the specified period. While the plan is pending, the Company’s securities will continue to trade on Nasdaq.
Forward-Looking Statements
The disclosure herein includes certain statements that are not historical
facts but are forward-looking statements for purposes of the safe harbor provisions under the U.S. Private Securities Litigation Reform
Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,”
“estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,”
“would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,”
“outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical
matters. These forward-looking statements include, but are not limited to, the Company’s submission of a compliance plan with Nasdaq
and regaining compliance with the requirements of Listing Rule 5620(a). These statements are based on various assumptions and on the current
expectations of the Company’s management and are not predictions of actual performance. These forward-looking statements are provided
for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance,
a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict
and will differ from assumptions. Many actual events and circumstances are beyond the control of the Company. These forward- looking statements
are subject to a number of risks and uncertainties, including: the risk that the Company is unable to submit a compliance plan to Nasdaq
within the specified period, or that the compliance plan is not accepted by Nasdaq; those factors discussed in the Company’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2021 under the heading “Risk Factors,” and other documents of the
Company filed, or to be filed, with the SEC. If the risks materialize or assumptions prove incorrect, actual results could differ materially
from the results implied by these forward-looking statements. There may be additional risks that the Company presently does not know or
that the Company currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking
statements. In addition, forward-looking statements reflect the Company’s expectations, plans or forecasts of future events and
views as of the date hereof. The Company anticipates that subsequent events and developments will cause the Company’s assessments
to change. However, while the Company may elect to update these forward-looking statements at some point in the future, the Company specifically
disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing the Company’s assessments
as of any date subsequent to the date of this disclosure statement. Accordingly, undue reliance should not be placed upon the forward-looking
statements.
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: January 11, 2023
|
SENIOR CONNECT ACQUISITION CORP. I |
|
|
|
By: |
/s/ Richard T. Burke |
|
Name: |
Richard T. Burke |
|
Title: |
Chief Executive Officer |
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