Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On April 19, 2022, Springwater Special Situations Corp. (the "Company") received a written notice (the "Notice") from the Listing Qualifications Department of the Nasdaq Stock Market ("NASDAQ") indicating that the Company was not in compliance with Listing Rule 5250(c)(1) because the Company had failed to file its Annual Report on Form 10-K for the year ended December 31, 2021 (the "Delinquent Report").

The Notice stated that no later than June 18, 2022, the Company was required to submit a plan to regain compliance with respect to the filing of the Delinquent Report. If NASDAQ accepted the Company's plan, it would have had the discretion to grant the Company an extension of up to 180 calendar days from the due date of the Delinquent Report (or until October 12, 2022) to regain compliance.

On April 21, 2022, the Company filed the Delinquent Report with the Securities and Exchange Commission and on April 22, 2022 it received a notice from NASDAQ indicating it had regained compliance with the listing rules as a result thereof.

The Company issued a press release announcing the foregoing, which press release is attached to this Current Report on Form 8-K as exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits



Exhibit                                    Description
3.1          Press release

104        Cover Page Interactive Data File (embedded within the Inline XBRL document)




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