Item 3.01. Notice of Delisting or Failure to Satisfy Continued Listing
Rule or Standard; Transfer of Listing.
On June 16, 2023, Prospector Capital Corp. (the “Company”)
received a letter from the listing qualifications department staff of The Nasdaq Stock Market (“Nasdaq”) notifying the Company
that for the last 30 consecutive business days, the Company’s minimum Market Value of Listed Securities (“MVLS”) was
below the minimum of $35 million required for continued listing on the Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(b)(2)
(the “Market Value Standard”).
The Notice is only a notification of deficiency and not a notification
of imminent delisting. The notice has no immediate effect on the listing of the Company’s ordinary shares, and the Company’s
ordinary shares continue to trade on the Nasdaq Capital Market under the symbol “PRSR.”
In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company has
180 calendar days, or until December 13, 2023, to regain compliance. The notice states that to regain compliance, the Company’s
MVLS must close at $35 million or more for a minimum of ten consecutive business days during the compliance period ending December 13,
2023, at which time the Nasdaq will provide written notification that the Company has achieved compliance under the Market Value Standard
and the matter will be closed.
The Company intends to actively monitor the market value of its ordinary
shares and will evaluate available options to regain compliance with the Nasdaq continued listing standards. However, there can be no
assurance that the Company will be able to regain compliance under the Market Value Standard, or will otherwise be in compliance with
other Nasdaq listing criteria. In the event the Company does not regain compliance by December 13, 2023, the Nasdaq will notify the Company
that its ordinary shares are subject to delisting. At that time, the Company may appeal the delisting determination to a Nasdaq Hearings
Panel.
The Company, by filing this Form 8-K, discloses its receipt of the
notice in accordance with Nasdaq Listing Rule 5810(b).
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. 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, regaining compliance with the requirements of Listing Rule
5550(b)(2). 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 are provided for illustrative purposes only and are not intended
to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact 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 risk that the Company is unable to submit a compliance plan to Nasdaq within the specified period, or that the compliance
plan is not accepted by Nasdaq; those factors discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended December
31, 2022 under the heading “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 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, forward-looking statements
reflect 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 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 statements should not be relied upon as representing 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.