VPCB VPC Impact Acquisition Holdings II

On March 14, 2022, VPC Impact Acquisition Holdings II, an exempted company incorporated in the Cayman Islands with limited liability (“VIH”) received a letter from The Nasdaq Capital Market LLC (“NASDAQ”), stating that VIH no longer complies with NASDAQ’s independent director, audit and compensation committee requirements as set forth in NASDAQ Listing Rule 5605. Rule 5605 requires, in part, that listed companies have a majority independent board of directors, an audit committee consisting of at least three independent directors and a compensation committee consisting of at least two independent directors.    The non-compliance resulted from the resignation of Ms. Adrienne Harris from the VIH board, audit and compensation committees, as disclosed in the Form 8-K filed by VIH on September 7, 2021.

Consistent with Listing Rules 5605(b)(1)(A) and 5605(c)(4), NASDAQ is providing VIH with a cure period in order to regain compliance until the earlier of VIH’s next annual shareholders’ meeting or September 7, 2022. VIH expects to fill the vacancy on its board, as well as the audit and compensation committees prior to the expiration of the noted cure period, which would result in VIH regaining compliance with Rule 5605.]

Receipt of the letter described above from NASDAQ has no immediate effect on the listing of VIH’s ordinary shares. This Current Report on Form 8-K is filed to satisfy the obligation under NASDAQ Listing Rule 5810(b) and Item 3.01(a) of Form 8-K that VIH publicly disclose the deficiency within four (4) business days after the date of the deficiency letter.