UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549~~

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~ SECTION 13 orOR 15(d) ~~of the Securities Exchange Act of 1934~~

~~Date~~OF ofTHE ~~report~~SECURITIES ~~(Date~~EXCHANGE ~~of earliest~~ACT ~~event~~OF ~~reported): December 5, 2022 (December 4, 2022)~~1934

~~Senior~~Date ~~Connect~~of ~~Acquisition Corp.~~Report I (~~Exact~~Date ~~name~~ of ~~registrant~~earliest asevent ~~specified~~reported): December in9, ~~its charter)~~2022

Delaware		001-39793		85-2816458
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

SENIOR CONNECT ACQUISITION CORP I

7114 East Stetson Drive, Suite 400 Scottsdale, AZ		85251
(Address of principal executive offices)		(Zip Code)

(Exact name of registrant as specified in its charter)

(480) 948-9200 (Registrant’s telephone number, including area code)

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 redeemable warrant	SNRHU	The Nasdaq Stock Market LLC
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 per share	SNRH	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, each at an exercise price of $11.50 per share	SNRHW	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 75.~~01.~~03 ~~Regulation~~Amendments FDto ~~Disclosure~~Articles of Incorporation or Bylaws.

~~Senior~~On ~~Connect~~December ~~Acquisition~~12, ~~Corp.~~2022, Ithe Company filed with the Secretary of State of the State of Delaware an amendment (the “~~Company~~Extension Amendment”), ato ~~publicly~~the Company’s amended and restated certificate ~~traded~~of ~~special~~incorporation ~~purpose~~to ~~acquisition~~change ~~company~~the date by which the Company must consummate a Business Combination from December 15, ~~has~~2022 ~~announced~~to ~~today~~the ~~that~~December 15, 2023, itor ~~has~~such ~~entered~~earlier ~~into~~date aas ~~non-binding~~determined ~~letter~~by the Board of ~~intent~~Directors ~~(“LOI”)~~of the Company. The Company’s stockholders approved the Extension ~~for~~Amendment at a ~~business~~special ~~combination~~meeting ~~with~~of ~~Avellino~~stockholders ~~Lab~~of ~~USA,~~the ~~Inc.~~Company (the “~~Avellino~~Special Meeting”). ~~Avellino~~on December 9, a2022. ~~leader~~The foregoing indescription ~~precision~~of ~~medicine,~~the isExtension ~~making~~Amendment ~~a global~~is ~~impact~~qualified in ~~genetics~~its ~~and~~entirety ~~bringing~~by ~~innovative~~the ~~diagnostics,~~full ~~therapies~~text of the Extension Amendment, ~~and~~which is ~~AI-driven~~filed ~~data~~as ~~processing~~Exhibit to3.1 ~~patient~~hereto ~~care~~and incorporated herein by reference.

~~Under~~Item ~~the~~5.07. ~~terms~~Submission of ~~the~~Matters LOI, the Company and Avellino would become a combined entity, with Avellino’s existing equityholders exchanging their shares in Avellino for equity in the combined public company. The Company expects to ~~announce additional details regarding the proposed business combination when~~ a ~~definitive~~Vote ~~agreement is executed, which is expected early in the first quarter~~ of ~~2023~~Security Holders.

NoOn ~~assurances~~December ~~can~~9, be2022, ~~made~~at ~~that~~the Special Meeting, a total of 41,040,945 (or 79.306%) of the ~~parties~~Company’s ~~will~~issued ~~successfully~~and ~~negotiate~~outstanding shares of Class A common stock (“Public Shares”) and ~~enter~~Class ~~into~~B acommon ~~definitive~~stock ~~agreement,~~held orof ~~that~~record ~~the~~as ~~proposed~~of ~~transaction~~November ~~will~~7, be2022, ~~consummated~~the onrecord date for the ~~terms~~Special orMeeting, ~~timeframe~~were ~~currently~~present ~~contemplated,~~either in person or atby ~~all~~proxy, which constituted a quorum. ~~Any~~The ~~transaction~~Company’s ~~would~~stockholders bevoted ~~subject~~on tothe ~~board~~following ~~and~~proposals ~~equityholder~~at ~~approval~~the Special Meeting, each of ~~both~~which ~~companies,~~were ~~regulatory~~approved. ~~approvals~~The ~~and~~final ~~other~~vote ~~customary conditions~~tabulation for each proposal is set forth below.

~~Avellino~~Proposal is1. aTo ~~genetics-based diagnostics and research company, advancing~~approve ~~precision health using machine learning to unlock the potential for research, development~~ and ~~commercialization~~adopt ~~of diagnostics and therapeutics. The primary driver of its business is~~ the ~~aggregation,~~Extension ~~curation, and deep analysis of vast amounts of genetic data to provide solutions for early detection of disease states in the areas of ophthalmology, oncology and infectious disease~~Proposal. Avellino has a strong track record of diagnosing genetic conditions, initially focused on corneal dystrophies and other inherited diseases in ophthalmology. In addition to expertise in ophthalmology, Avellino is developing a non-invasive early cancer diagnostic derived from whole blood, saliva or tissue samples.

The foregoing is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act of 1933 as amended, or the Exchange Act.

For		Against		Abstained
34,616,252		6,424,693		0

1Proposal 2. To approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Proposal.

~~Important~~34,556,942 ~~Information~~6,484,003 ~~and Where to Find It~~0

~~The~~Although ~~Company~~this ~~has~~proposal ~~mailed~~would tohave ~~its~~received ~~stockholders of record~~sufficient asvotes ~~of November 7, 2022 a definitive proxy statement (the “Extension Proxy Statement”) for a special meeting of stockholders~~ to be ~~held on December 9~~approved, ~~2022~~no tomotion ~~approve an extension of time for the Company~~ to ~~complete~~adjourn anwas ~~initial~~made ~~business~~because ~~combination from December 15, 2022 to December 15, 2023 or such earlier date as is determined by~~ the ~~Company’s~~adjournment ~~Board~~ of ~~Directors (~~the ~~“Extension~~Special ~~Proposal”). Stockholders~~Meeting ~~may~~was ~~obtain~~determined anot ~~copy of the Extension Proxy Statement, without charge, by directing a request~~ to: ~~Senior Connect Acquisition Corp. I, 7114 East Stetson Drive, Suite 400 Scottsdale, AZ 85251. The Extension Proxy Statement can also~~ be ~~obtained, without~~necessary ~~charge,~~or ~~at the website of the U~~appropriate.~~S. Securities and Exchange commission (the “SEC”) at www.sec.gov.~~

IfIn aconnection ~~legally binding definitive agreement~~ with ~~respect~~ to the ~~proposed~~Special ~~business combination is executed~~Meeting, ~~the~~stockholders ~~Company~~holding ~~intends to file a registration statement on Form S-4 that will include~~40,171,206 aPublic ~~proxy~~Shares ~~statement~~properly ~~with~~exercised ~~respect~~their toright ~~a stockholder meeting of the Company~~ to ~~vote~~redeem ontheir ~~the~~shares ~~proposed business combination~~ (and adid ~~prospectus~~not ~~with respect~~withdraw totheir ~~the~~redemption) ~~Company’s~~for ~~securities~~cash toat ~~be issued in connection with the proposed business combination (~~a ~~“Deal~~redemption ~~Proxy Statement”).~~price ~~After~~of ~~the~~approximately ~~Form~~$10.10 ~~S-4~~per ~~registration is declared effective~~share, ~~the definitive Deal Proxy Statement to be included in the registration statement will be mailed to stockholders of the Company as of a record date to be established~~ for ~~voting~~an onaggregate ~~the~~redemption ~~proposed~~amount ~~transaction. Stockholders also will be able to obtain a copy~~ of ~~the~~approximately ~~Deal Proxy Statement~~$405, ~~without charge~~789, ~~by directing a request to: Senior Connect Acquisition Corp~~420.96. I,Following ~~7114~~such ~~East Stetson Drive~~redemptions, ~~Suite 400 Scottsdale~~approximately $12, ~~AZ 85251~~412,662.09 ~~The~~was ~~Deal~~left ~~Proxy~~in ~~Statement~~trust ~~can~~and ~~also be obtained~~1, ~~without charge~~228,794 atPublic ~~the SEC’s~~Shares ~~website~~remain ~~at www~~outstanding.~~sec.gov.~~

~~The~~Item ~~Company~~9.01. ~~urges~~Financial ~~investors,~~Statements ~~stockholders~~ and ~~other~~ interested persons to read the Extension Proxy Statement and, when available, the preliminary Deal Proxy Statement, as well as other documents filed with the SEC because these documents do and will contain important information about the Company, the Proxy Extension Proposal, the potential target company and the proposed transactionExhibits.

~~Participants~~(d) ~~in the Solicitation~~Exhibits.

The Company and its directors and executive officers may be considered participants in the solicitation of proxies with respect to the Extension Proposal and the potential transaction described herein under the rules of the SEC. Information about the directors and executive officers of the Company is set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, which was filed with the SEC on April 15, 2022. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the stockholders in connection with the potential transaction will be set forth in the Deal Proxy Statement when it is filed with the SEC. These documents can be obtained free of charge from the sources indicated above.

Exhibit No.		Description
3.1		Amendment to the Amended and Restated Certificate of Incorporation of Senior Connect Acquisition Corp. I.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~No Offer or Solicitation~~SIGNATURE

~~This~~Pursuant ~~current~~to ~~report~~the ~~shall not constitute a solicitation~~requirements of ~~a proxy, consent, or authorization with respect to any securities or in respect of any business combination. This current report shall not constitute an offer to sell or~~ the ~~solicitation~~Securities ofExchange anAct ~~offer to buy any securities, nor shall there be any sale~~ of ~~securities in any states or jurisdictions in which such offer~~1934, ~~solicitation,~~the orregistrant ~~sale~~has ~~would~~duly becaused ~~unlawful~~this ~~prior~~report to ~~registration~~be orsigned ~~qualification~~on ~~under~~its ~~the securities~~behalf ~~laws of any such jurisdiction. No offering of securities shall be made except~~ by ~~means of a prospectus meeting~~ the ~~requirements~~undersigned hereunto ofduly ~~Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom~~authorized.

~~Forward-Looking~~Dated: ~~Statements~~December 12, 2022

~~The~~SENIOR ~~disclosure~~CONNECT ~~herein~~ACQUISITION ~~includes~~CORP ~~certain~~I ~~statements that~~By: 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, statements regarding projections, estimates and forecasts of revenue and other financial and performance metrics and projections of market opportunity and expectations, the Company’/s/ ~~stockholders’~~Richard approval of the Extension Proposal, the Company’s ability to enter into a definitive agreement or consummate a transaction with the target company, the target company’s business and product development, and the Company’s ability to obtain the financing necessary to consummate the potential transactionT. ~~These~~Burke ~~statements~~Name: ~~are~~Richard ~~based on various assumptions and on the current expectations of the Company’s management and are not predictions of actual performance~~T. ~~These~~Burke 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 and the target company. These forward- looking statements are subject to a number of risks and uncertainties, includingTitle: ~~the~~Chief ~~risk~~Executive that the approval of the stockholders of the Company of the Extension Proposal is not obtained, the Company’s ability to enter into a definitive agreement with respect to the proposed business combination or consummate a transaction with the target company; the risk that the approval of the stockholders of the Company for the potential transaction is not obtained; failure to realize the anticipated benefits of the potential transaction, including as a result of a delay in consummating the potential transaction or difficulty in integrating the businesses of the Company and the target company; the amount of redemption requests made by the Company’s stockholders and the amount of funds remaining in the Company’s trust account after satisfaction of such requests; the performance of the target company’s business and product development process and related supply chain, competition, demand, and regulatory risks; 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.Officer

~~Item 9.01 Financial Statements and Exhibits.~~2

(d) Exhibits

EXHIBIT INDEX

Exhibit No.		Description
104.1		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

Date: December 5, 2022

SENIOR CONNECT ACQUISITION CORP. I By: /s/ Richard T. Burke Name: Richard T. Burke Title: Chief Executive Officer

Filing Compare · Senior Connect Acquisition Corp. I