Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On February 1, 2022, Hudson Executive Investment Corp. II (the "Company") was
notified by the staff of the Listing Qualifications Department (the "Staff") of
The Nasdaq Stock Market LLC ("Nasdaq") that the Staff had determined to initiate
procedures to delist the Company's securities due to the Company's
non-compliance, following the termination of the phase-in period provided under
Nasdaq Listing Rule 5615(b)(1), with the continued listing requirements as set
forth in Nasdaq Listing Rules 5605(b)(1) and 5605(c)(2)(A) regarding the
composition of the Company's board of directors (the "Board") and the Board's
audit committee (the "Audit Committee"), respectively, because a majority of the
Board was not comprised of independent directors and the Audit Committee was not
comprised of at least three independent directors.
On February 7, 2022, the Board exercised its authority pursuant to the Company's
amended and restated certificate of incorporation and elected Mr. Douglas
Renert, effective immediately, to the Board. Mr. Renert will replace Mr. Douglas
Braunstein on the Audit Committee, effective immediately. Mr. Renert is an
independent director.
Upon the election of Mr. Renert to the Board and his appointment to the Audit
Committee, the Company returned to compliance with Nasdaq's continued listing
requirements. On February 7, 2022, the Nasdaq issued a letter to the Company
confirming that the Company is in compliance with Nasdaq's continued listing
requirements and that it has terminated its delisting procedures against the
Company.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On February 7, 2022, the Board exercised its authority pursuant to the Company's
amended and restated certificate of incorporation and elected Mr. Douglas
Renert, effective immediately, to the Board. Mr. Renert will replace Mr. Douglas
Braunstein on the Audit Committee, effective immediately. Mr. Renert is an
independent director.
Mr. Renert has been a partner of Tandem Capital ("Tandem"), a Silicon Valley
based early stage fund focused on industry-disrupting tech businesses, since
cofounding the firm in 2007. Tandem's successful portfolio companies include
Bash Gaming, Lambda School, PagerDuty and Tile among others. Beginning in
February 2022, Mr. Renert has also served as a managing partner of 444 Capital,
a venture capital firm. Mr. Renert started his career as a corporate attorney
with Gray Cary (now DLA Piper) and then spent eight years at Oracle from 1997 to
2005, first as Vice President of Corporate Development, reporting to the
company's president, and then managing several vertical industry apps businesses
as a General Manager. Mr. Renert earned an A.B. degree in Political Economy at
Princeton University and obtained a J.D. and MBA from UC Berkeley. Mr. Renert
currently sits on the boards of Deako, Inc., Shoe Lovers, Inc., Bijoux, Corp.,
Internet 404 Technologies, Inc, and Hudson Executive Investment Corp. III. He
has also previously served on the boards of Opus Global, Inc., Shoptimize, Inc.,
North American Robotics Corporation, Yardzen, Inc., BoomTV, Inc., StorMagic
Limited, Inc., Foresight Group, Inc., Limit, Inc., Coral Labs, Inc., Outdoorsy,
Inc., and Lambda School, Inc.
Mr. Renert does not have any family relationships with any of the Company's
directors or executive officers, and he is not a party to any transactions
listed in Item 404(a) of Regulation S-K.
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