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): ~~December~~January 9, ~~2022~~2023

SENIOR CONNECT ~~ACQUISITION~~ 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 53.0301 ~~Amendments~~Notice of Delisting or Failure to ~~Articles~~Satisfy ofa ~~Incorporation~~Continued Listing Rule or ~~Bylaws~~Standard; Transfer of Listing.

On ~~December~~January 129, ~~2022~~2023, ~~the~~Senior ~~Company~~Connect ~~filed~~Acquisition ~~with~~Corp. I (the ~~Secretary~~“Company”) received ofa ~~State of~~notice ~~the~~from ~~State~~The ofNasdaq ~~Delaware~~Stock anMarket ~~amendment~~LLC (~~the~~ “~~Extension Amendment~~Nasdaq”) toindicating that the Company’s ~~amended~~was ~~and~~deficient ~~restated~~in ~~certificate~~meeting ofthe ~~incorporation~~requirements toof ~~change~~Listing ~~the~~Rule ~~date~~5620(a), by which requires the Company ~~must~~to ~~consummate~~hold aan ~~Business~~annual ~~Combination~~meeting ~~from~~of ~~December~~shareholders ~~15,~~no ~~2022~~later tothan ~~the~~one ~~December 15,~~year ~~2023,~~after orthe ~~such~~end ~~earlier~~of ~~date~~the asCompany’s ~~determined~~2021 byfiscal ~~the~~year-end. ~~Board~~In ofaccordance ~~Directors~~with ofNasdaq Listing Rule 5810(c)(2)(G), the Company. ~~The~~has ~~Company’s~~45 ~~stockholders~~calendar days ~~approved~~(or ~~the~~until ~~Extension Amendment~~February at23, 2023) to submit a ~~special~~plan ~~meeting~~to ofregain ~~stockholders~~compliance ofand, if Nasdaq accepts the ~~Company~~plan, (Nasdaq may grant the ~~“Special~~Company up ~~Meeting”)~~to on180 ~~December~~calendar 9days from its fiscal year end, ~~2022.~~or ~~The foregoing~~until ~~description~~June of29, ~~the~~2023, ~~Extension~~to ~~Amendment~~regain iscompliance. ~~qualified~~The inCompany ~~its~~intends ~~entirety~~to bysubmit a compliance plan within the ~~full~~specified ~~text~~period. ofWhile the ~~Extension~~plan ~~Amendment, which~~ is ~~filed~~pending, asthe ~~Exhibit~~Company’s ~~3.1~~securities ~~hereto~~will ~~and~~continue ~~incorporated~~to ~~herein~~trade byon ~~reference~~Nasdaq.

~~Item~~Forward-Looking ~~5.07. Submission of Matters to a Vote of Security Holders.~~Statements

OnThe ~~December~~disclosure 9herein 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,” ~~2022~~“may,” at“will,” “estimate,” ~~the~~“continue,” ~~Special~~“anticipate,” ~~Meeting~~“intend,” a“expect,” “should,” ~~total~~“would,” of“plan,” 41“predict,~~040~~” “potential,~~945~~” (“seem,” “seek,” “future,” “outlook,” and similar expressions that predict or 79indicate future events or trends or that are not statements of historical matters.~~306%~~ 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 ~~issued~~management and ~~outstanding~~are ~~shares~~not predictions of ~~Class~~actual Aperformance. ~~common~~These ~~stock~~forward-looking ~~(“Public~~statements ~~Shares”)~~are provided for illustrative purposes only and ~~Class~~are Bnot ~~common~~intended ~~stock~~to ~~held~~serve ofas, ~~record~~and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of ~~November~~fact 7or 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, ~~2022~~including: the risk that the Company is unable to submit a compliance plan to Nasdaq within the specified period, or that the ~~record~~compliance ~~date~~plan is not accepted by Nasdaq; those factors discussed in the Company’s Annual Report on Form 10-K for the ~~Special~~fiscal ~~Meeting~~year ended December 31, ~~were~~2021 ~~present~~under ~~either~~the inheading ~~person~~“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 ~~proxy~~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, ~~which~~forward-looking ~~constituted~~statements areflect ~~quorum~~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 ~~stockholders~~assessments to ~~voted~~change. onHowever, while the ~~following~~Company ~~proposals~~may elect to update these forward-looking statements at ~~the~~some ~~Special~~point ~~Meeting~~in the future, ~~each~~the Company specifically ofdisclaims ~~which~~any ~~were~~obligation ~~approved~~to do so. ~~The~~These ~~final~~forward-looking ~~vote~~statements ~~tabulation~~should ~~for~~not ~~each~~be ~~proposal~~relied isupon ~~set~~as ~~forth~~representing ~~below~~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.

~~Proposal~~ 1~~. To approve and adopt the Extension Proposal.~~

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

SIGNATURE

~~Proposal~~Pursuant 2.to ~~To approve~~ the ~~adjournment~~requirements of the ~~Special~~Securities ~~Meeting~~Exchange toAct aof ~~later date or dates~~1934, ~~if necessary or appropriate, to permit further solicitation and vote of proxies in~~ the ~~event~~ ~~that~~registrant ~~there~~has ~~are~~duly ~~insufficient~~caused ~~votes~~this ~~for,~~report orto ~~otherwise~~be insigned ~~connection~~on ~~with,~~its ~~the~~behalf ~~approval~~by of the ~~Extension~~undersigned ~~Proposal~~hereunto duly authorized.

~~34,556,942~~Dated: 6January 11,~~484,003~~ 02023

~~Although~~SENIOR ~~this~~CONNECT ~~proposal~~ACQUISITION ~~would~~CORP. ~~have~~I ~~received~~By: ~~sufficient votes~~/s/ toRichard beT. ~~approved,~~Burke noName: ~~motion~~Richard toT. ~~adjourn~~Burke ~~was~~Title: ~~made~~Chief ~~because~~Executive ~~the adjournment of the Special Meeting was determined not to be necessary or appropriate.~~Officer

In connection with the Special Meeting, stockholders holding 40,171,206 Public Shares properly exercised their right to redeem their shares (and did not withdraw their redemption) for cash at a redemption price of approximately $10.10 per share, for an aggregate redemption amount of approximately $405,789,420.96. Following such redemptions, approximately $12,412,662.09 was left in trust and 1,228,794 Public Shares remain outstanding.2

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

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)

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: December 12, 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