Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or

           Standard; Transfer of Listing.

On August 19, 2022, Alfi, Inc. (the "Company") received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC ("Nasdaq") indicating that the Company does not comply with the minimum stockholders' equity requirement for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(1) (the "Rule") because: (i) the Company's stockholders' equity of $(547,710), as reported in the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, is less than the required minimum of $2.5 million; and (ii) as of August 19, 2022, the Company does not meet the alternative compliance standards of market value of listed securities of $35 million or net income from continuing operations of $500,000 in the most recently completed fiscal year or in two of the last three most recently completed fiscal years.

This notice of noncompliance has no immediate impact on the continued listing or trading of the Company's securities on the Nasdaq Capital Market, which will continue to be listed and traded on Nasdaq, subject to the Company's compliance with the other Nasdaq continued listing requirements. The Company has 45 calendar days from August 19, 2022, or through October 3, 2022, to submit to Nasdaq a plan to regain compliance with the Rule. If Nasdaq accepts the Company's plan, then Nasdaq may grant an extension of up to 180 calendar days from August 19, 2022 to regain compliance with the Rule.

The Company intends to submit to Nasdaq, within the requisite time period, a plan to regain compliance with the Rule; however, there is no assurance that Nasdaq will accept the Company's plan. If Nasdaq does not accept the Company's plan, then the Company will have the opportunity to appeal that decision to a Nasdaq hearings panel. There is no assurance that the Company will be able to regain compliance with the Rule or that the Company will maintain compliance with the other Nasdaq continued listing requirements. If the Company does not regain compliance with the Rule within the time period permitted by Nasdaq, then the Company's securities will be delisted from Nasdaq.

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