Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On January 11, 2023, DiamondHead Holdings Corp. (the "Company") received a
letter (the "Notice") from The Nasdaq Stock Market LLC ("Nasdaq") notifying the
Company that the Company is not in compliance with Nasdaq Listing Rule Section
5620(a) (the "Annual Meeting Rule") which requires the Company to hold an annual
meeting of shareholders within 12 months of the Company's fiscal year end. The
Notice is only a notification of deficiency, not of imminent delisting, and has
no current effect on the listing or trading of the Company's securities on
Nasdaq.
The Notice advises that the Company will have 45 calendar days to submit to
Nasdaq a plan to regain compliance with the Annual Meeting Rule. If the Company
is unable to regain compliance by that date, the Company intends to submit a
plan to regain compliance with the Annual Meeting Rule within the required
timeframe. If Nasdaq accepts the Company's plan to regain compliance, Nasdaq can
grant an exception of up to 180 calendar days from the fiscal year end, or until
June 29, 2023, to regain compliance.
Cautionary Note Concerning 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. 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 involve
risks and uncertainties, including, but not limited to, economic, competitive,
governmental and technological factors outside of Company's control that may
cause its business, industry, strategy, financing activities or actual results
to differ materially. The Company undertakes no obligation to update or revise
any of the forward-looking statements contained herein, whether as a result of
new information, future events or otherwise.
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