Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule
or Standard; Transfer of Listing.
On April 27, 2023, Vacasa, Inc. (the "Company") received a written notification
(the "Notice") from the Listing Qualifications Department of the NASDAQ Stock
Market LLC ("Nasdaq") notifying the Company that the closing bid price for its
common stock had been below $1.00 per share for 30 consecutive business days and
that the Company therefore is not in compliance with the minimum bid price
requirement for continued listing on The Nasdaq Global Select Market under
Nasdaq Listing Rule 5450(a)(1) (the "Bid Price Requirement"). The Notice has no
immediate effect on the listing of the Company's Class A common stock ("Common
Stock"), and the Common Stock will continue to trade on the Nasdaq Global Select
Market under the symbol "VCSA" at this time, subject to the Company's compliance
with the other Nasdaq listing requirements.
In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has a period
of 180 calendar days from the date of the Notice to regain compliance with the
Bid Price Requirement. Accordingly, the Company has until October 24, 2023 (the
"Compliance Date"), to regain compliance with the Bid Price Requirement. To
regain compliance, the closing bid price of the Company's common stock must be
at least $1.00 for a minimum of 10 consecutive business days prior to the
Compliance Date, in which case Nasdaq will provide the Company with written
confirmation of compliance and the matter will be closed.
In the event the Company does not regain compliance by the Compliance Date, the
Company may be eligible for an additional 180 calendar day compliance period if
it applies to transfer the listing of its Common Stock to the Nasdaq Capital
Market, provided that it meets the applicable market value of publicly held
shares requirement for continued listing and all other applicable requirements
for initial listing on the Nasdaq Capital Market (except for the Bid Price
Requirement). The Company must also provide written notice to Nasdaq of its
intention to cure the deficiency during the second compliance period.
The Company intends to monitor the closing bid price of its stock and assess
potential actions to regain compliance with the Nasdaq Listing Rules, which may
include a reverse stock split. In anticipation of the Notice, on April 24, 2023,
the Company filed a definitive proxy statement (the "Proxy Statement") with the
Securities and Exchange Commission for the Company's annual meeting of
stockholders to be held on May 23, 2023 (the "Annual Meeting"), which included a
proposal to amend the Company's amended and restated certificate of
incorporation to effect a reverse stock split of the Company's Common Stock at a
reverse stock split ratio ranging from 1:5 to 1:20, and to authorize the
Company's board of directors to determine, at its discretion, the timing of the
amendment and the specific ratio of the reverse stock split (the "Reverse Stock
Split Proposal").
There can be no assurance that stockholders will approve the Reverse Stock Split
Proposal at the Annual Meeting, that a reverse stock split, if implemented, will
increase the market price of the Common Stock in proportion to the reduction in
the number of shares of the Common Stock outstanding before the reverse stock
split or, even if it does, that such price will be maintained for any period of
time. Additional information, including certain risks associated with the
Reverse Stock Split Proposal, can be found in the Proxy Statement.
Forward-Looking Statements
Certain statements included in this Current Report that are not historical facts
are forward-looking statements for purposes of the safe harbor provisions under
the United States Private Securities Litigation Reform Act of 1995.
Forward-looking statements generally are accompanied by words such as
"anticipate," "assume," "believe," "continue," "could," "design," "estimate,"
"expect," "intend," "may," "plan," "potentially," "predict," "should," "will,"
"would," or the negative of these terms or other 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, statements regarding the Company's intent or ability to regain
compliance with the Bid Price Requirement and the Company's plans to consider
implementing available options to regain compliance with the Bid Price
Requirement, including a reverse stock split. The Company's actual results and
the timing of events could differ materially from those anticipated in such
forward-looking statements as a result of these risks and uncertainties,
including the risk that the Company may not meet the Bid Price Requirement
during any compliance period or in the future, the risk that the Company may not
otherwise meet the requirements for continued listing under the Nasdaq Listing
Rules, the risk that Nasdaq may not grant the Company relief from delisting, if
necessary, and the risk that the Company may not ultimately meet applicable
Nasdaq requirements, among other risks and uncertainties. You should carefully
consider the foregoing factors and the other risks and uncertainties described
in the "Risk Factors" section of the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 2022 filed with the Securities and Exchange
Commission (the "SEC") and our other filings with the SEC. These filings
identify and address other important risks and uncertainties that could cause
actual events and results to differ materially from those contained in the
forward-looking statements. The Company undertakes no duty or obligation to
update any forward-looking statements contained in this report as a result of
new information, future events or changes in its expectations.
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VACASA, INC. 
