Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On January 11, 2023, ScION Tech Growth II (the "Company") received a notice from
the Nasdaq Stock Market LLC ("Nasdaq") indicating that the Company was deficient
in meeting the requirements of Listing Rule 5620(a), which requires the Company
to hold an annual meeting of shareholders no later than one year after the end
of the Company's 2021 fiscal year-end. In accordance with Nasdaq Listing Rule
5810(c)(2)(G), the Company has 45 calendar days (or until February 27 2023) (the
"Compliance Period") to submit a plan to regain compliance and, if Nasdaq
accepts the plan, Nasdaq may grant the Company up to 180 calendar days from its
fiscal year end, or until June 29 2023, to regain compliance. While the plan is
pending, the Company's securities will continue to trade on Nasdaq.
The Company anticipates that its Class A ordinary shares, par value $0.0001 (the
"Public Shares"), units and warrants will be delisted from Nasdaq prior to the
expiry of the Compliance Period in connection with the redemption of the Public
Shares (as further described in the press release dated January 24, 2023,
attached hereto as Exhibit 99.1). Accordingly, the Company does not intend to
submit a compliance plan within the Compliance Period.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following document is attached as an exhibit to this Current Report on
Form 8-K.
Exhibit No. Description
99.1 Press release dated January 24, 2023.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
Cautionary Note Regarding Forward-Looking Statements
Certain information contained in this Current Report on Form 8-K may be deemed
to constitute forward-looking statements within the meaning of Section 27A of
the Securities Act and Section 21E of the Exchange Act. All statements other
than statements of historical fact are forward-looking statements, including,
without limitation, the redemption of the Company's public shares. Words such as
"anticipate," "believe," "estimate," "expect," "intend" and similar expressions
identify forward-looking statements. Such forward-looking statements are based
on the beliefs of management, as well as assumptions made by, and information
currently available to, the Company's management. Actual results could differ
materially from those contemplated by the forward-looking statements as a result
of certain factors detailed in the Company's filings with the SEC. All
subsequent written or oral forward-looking statements attributable to us or
persons acting on our behalf are qualified in their entirety by this paragraph.
Forward-looking statements are subject to numerous conditions, many of which are
beyond the control of the Company, including those set forth in the Risk Factors
section of the Company's latest Annual Report on Form 10-K and subsequent
Quarterly Reports on Form 10-Q filed with the SEC. The Company undertakes no
obligation to update these statements for revisions or changes after the date of
this release, except as required by law
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