Item 3.01. Notice of Delisting or
Failure to Satisfy Continued Listing Rule or Standard; Transfer of Listing.
On March 24, 2023, Senior Connect Acquisition
Corp. I (the “Company”) received a letter from the listing qualifications department staff of The Nasdaq Stock Market (“Nasdaq”)
notifying the Company that for the last 30 consecutive business days, the Company’s minimum Market Value of Listed Securities (“MVLS”)
was below the minimum of $35 million required for continued listing on the Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(b)(2)
(the “Market Value Standard”).
The notice has no immediate effect on
the listing of the Company’s common stock, and the Company’s common stock continues to trade on the Nasdaq Capital Market
under the symbol “SNRH.”
In accordance with Nasdaq Listing Rule
5810(c)(3)(C), the Company has 180 calendar days, or until September 20, 2023, to regain compliance. The notice states that to regain
compliance, the Company’s MVLS must close at $35 million or more for a minimum of ten consecutive business days during the compliance
period ending September 20, 2023, at which time the Nasdaq will provide written notification that the Company has achieved compliance
under the Market Value Standard and the matter will be closed.
The Company intends to actively monitor
the market value of its common stock and will evaluate available options to regain compliance with the Nasdaq continued listing standards.
However, there can be no assurance that the Company will be able to regain compliance under the Market Value Standard, or will otherwise
be in compliance with other Nasdaq listing criteria. In the event the Company does not regain compliance by September 20, 2023, then
Nasdaq will notify the Company that its common stock is subject to delisting. At that time, the Company may appeal the delisting determination
to a Nasdaq Hearings Panel.
While the Company is exercising diligent
efforts to maintain the listing of its common stock on the Nasdaq, there can be no assurance that the Company will be able to regain
or maintain compliance with Nasdaq listing criteria.
The Company, by filings this Form 8-K,
discloses its receipt of the notice in accordance with Nasdaq Listing Rule 5810(b).
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.
