UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~ SECTION 13 orOR 15(d)

ofOF ~~the~~THE ~~Securities Exchange~~SECURITIES ~~Act~~EXCHANGE ofACT OF 1934

Date of Report (Date ~~Earliest~~of ~~Event~~earliest ~~Reported~~event reported): May ~~March 24~~26, 2023

SENIOR CONNECT ACQUISITION CORP. I

(Exact name of registrant as specified in its charter)

Delaware	001-39793	8285-2816458
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(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, include area code: (480) 948-9200 Note Applicable (Former name or former address, if changed since last report

Scottsdale, AZ 85251

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (201) 956-1969

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 38.01. ~~Notice~~Other ~~of Delisting or Failure to Satisfy Continued Listing Rule or Standard; Transfer of Listing.~~Events

On ~~March~~May 2426, 2023, Senior Connect Acquisition Corp. I (the “Company”) issued ~~received~~ a ~~letter~~press ~~from~~release ~~the~~announcing ~~listing~~that ~~qualifications~~the ~~department~~board ~~staff~~of directors of ~~The~~the ~~Nasdaq~~Company ~~Stock~~has ~~Market~~unanimously ~~(“Nasdaq”) notifying~~voted ~~the~~to ~~Company~~accelerate ~~that~~the ~~for~~deadline by which the ~~last~~Company 30must ~~consecutive~~complete an initial business ~~days~~combination to June 8, 2023. Therefore, the Company’s ~~minimum~~will ~~Market~~not ~~Value~~consummate ofan ~~Listed~~initial ~~Securities~~business combination within the time period required by its Amended and Restated Certificate of Incorporation (as amended on December 12, 2023, the “~~MVLS~~Amended Charter”) ~~was~~. ~~below~~As a result, the ~~minimum~~Company intends to dissolve and liquidate in accordance with the provisions of ~~$35~~the Amended ~~million~~Charter, ~~required~~effective ~~for~~as ~~continued~~of ~~listing~~the close of business on June 9, 2023, and will redeem all of the ~~Nasdaq~~outstanding ~~Capital~~shares ~~Market~~of ~~pursuant~~Class toA ~~Nasdaq~~common stock ~~Listing~~that ~~Rule~~were ~~5550~~included in the units issued in its initial public offering (bthe “Public Shares”)~~(2)~~, at an estimated per-share redemption price of approximately $10.03 (~~the~~after ~~“Market~~deducting ~~Value~~anticipated ~~Standard”~~liquidation expenses and tax obligations of the Company).

~~The~~As ~~notice~~of ~~has no immediate effect on~~ the ~~listing~~close of ~~the~~business ~~Company’s~~on ~~common~~June ~~stock~~9, ~~and~~2023, the ~~Company’s~~Public ~~common~~Shares ~~stock~~will be ~~continues~~deemed tocancelled ~~trade~~and onwill represent only the ~~Nasdaq~~right ~~Capital~~to ~~Market under~~receive the ~~symbol~~redemption ~~“SNRH~~amount.”

In ~~accordance~~order ~~with~~to ~~Nasdaq~~provide ~~Listing~~for ~~Rule 5810(c)(3)(C),~~the disbursement of funds from the trust account, the Company has ~~180~~instructed ~~calendar~~the ~~days,~~trustee orof ~~until~~the ~~September~~trust ~~20,~~account ~~2023,~~to take all necessary actions to ~~regain~~liquidate ~~compliance~~the securities held in the trust account. The ~~notice~~proceeds ~~states~~of ~~that~~the trust account will be held in a non-interest bearing account while awaiting disbursement to ~~regain compliance,~~the holders of the ~~Company’s~~Public ~~MVLS~~Shares. ~~must~~Record ~~close~~holders atwill ~~$35~~receive ~~million~~their orpro ~~more~~rata ~~for~~portion aof ~~minimum~~the proceeds of ~~ten~~the ~~consecutive~~trust ~~business~~account ~~days~~by ~~during~~delivering ~~the~~their ~~compliance~~Public ~~period~~Shares ~~ending~~to ~~September~~Continental ~~20,~~Stock ~~2023,~~Transfer at& ~~which~~Trust ~~time~~Company, the ~~Nasdaq~~Company’s transfer agent. Beneficial owners of Public Shares held in “street name,” however, will ~~provide~~not ~~written~~need ~~notification~~to ~~that~~take ~~the~~any ~~Company~~action ~~has~~in ~~achieved~~order ~~compliance under~~to receive the ~~Market~~redemption ~~Value~~amount. ~~Standard~~The ~~and~~redemption of the Public ~~matter~~Shares ~~will~~is expected to be ~~closed~~completed within ten business days after June 9, 2023.

The Company’s ~~intends~~sponsor has agreed to ~~actively~~waive ~~monitor the~~its ~~market~~redemption ~~value~~rights with ofrespect to its ~~common~~outstanding ~~stock~~Class ~~and~~B ~~will~~common ~~evaluate~~stock ~~available~~issued ~~options~~prior to ~~regain compliance with~~ the ~~Nasdaq~~Company’s ~~continued~~initial ~~listing~~public ~~standards~~offering. ~~However,~~ ~~there~~There ~~can~~will be no ~~assurance~~redemption rights ~~that the Company will be able to regain compliance under the Market Value Standard,~~ or ~~will~~liquidating ~~otherwise be~~distributions ~~in compliance~~ with ~~other~~respect ~~Nasdaq~~to ~~listing criteria. In~~ the ~~event the~~ Company’s ~~does not regain compliance by September 20~~warrants, ~~2023,~~which ~~then Nasdaq~~ will ~~notify~~expire ~~the Company that its common stock is subject to delisting~~worthless. ~~At that time, the Company may appeal the delisting determination to a Nasdaq Hearings Panel.~~

~~While~~The ~~the~~Company expects that The Nasdaq Stock Company isLLC ~~exercising~~will ~~diligent~~file a Form ~~efforts~~25 with the United States Securities and Exchange Commission (the “Commission”) to ~~maintain~~delist the ~~listing~~Company’s securities. The Company thereafter expects to file a Form 15 with the Commission to terminate the registration of its ~~common~~securities ~~stock~~under on the ~~Nasdaq~~Securities Exchange Act of 1934, ~~there~~as ~~can~~amended. beThe noCompany ~~assurance~~anticipates that the ~~Company~~Public Shares will becease ~~able~~trading toas ~~regain or~~of ~~maintain~~the ~~compliance~~close ~~with~~of ~~Nasdaq~~business ~~listing~~on ~~criteria~~June 9, 2023.

~~The~~A ~~Company,~~copy byof ~~filings~~the ~~this~~press ~~Form~~release ~~8-K, discloses~~is ~~its~~attached ~~receipt~~hereto ofas ~~the~~Exhibit ~~notice~~99.1 inand is ~~accordance~~incorporated ~~with~~herein ~~Nasdaq~~by ~~Listing Rule 5810(b)~~reference.

Forward-Looking Statements

~~The~~This ~~disclosure~~press ~~herein~~release ~~includes~~contains ~~certain~~ statements that ~~are~~constitute 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~~Forward-looking statements are ~~provided~~subject ~~for illustrative purposes only and are not intended~~ to ~~serve~~numerous asconditions, ~~and~~ ~~must~~many ~~not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement~~ of ~~fact~~which ~~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~~including ~~risk~~those ~~that~~set ~~the~~forth ~~Company~~in ~~is unable to submit a compliance plan to Nasdaq within~~ the ~~specified~~Risk ~~period,~~Factors orsection ~~that~~of the ~~compliance plan is not accepted by Nasdaq; those factors discussed in the~~ Company’s ~~Annual~~registration ~~Report~~statement onand ~~Form~~prospectus ~~10-K~~ for the ~~fiscal~~offering ~~year ended December 31, 2021 under the heading “Risk Factors,” and other documents of the Company~~ filed~~, or to be filed,~~ with the SEC. IfCopies 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~~available ~~could~~on ~~also cause actual results to differ from those contained in~~ the ~~forward-looking statements. In addition, forward-looking statements reflect the Company~~SEC’s ~~expectations~~website, ~~plans or forecasts of future events and views as of the date hereof~~www.sec.gov. The Company ~~anticipates that~~undertakes ~~subsequent~~no ~~events~~obligation ~~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~~for ~~statements~~revisions ~~should~~or ~~not~~changes beafter ~~relied upon as representing~~ the ~~Company’s assessments as of any~~ date ~~subsequent to the date~~ of this ~~disclosure statement. Accordingly~~release, ~~undue~~except ~~reliance~~as ~~should~~required ~~not~~by ~~be placed upon the forward-looking statements~~law.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release, dated May 26, 2023
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.

	SENIOR CONNECT ACQUISITION CORP. I
Date: March 28, 2023	By:	/s/ Richard T. Burke
	Name:	Richard T. Burke
	Title:	Chief Executive Officer

Dated: May 26, 2023

	SENIOR CONNECT ACQUISITION CORP. I

	By:	/s/ Richard T. Burke
	Name:	Richard T. Burke
	Title:	Chief Executive Officer and Chairman

Filing Compare · Senior Connect Acquisition Corp. I