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

As previously disclosed, on April 12, 2023, Company received a letter (the "Nasdaq Staff Deficiency Letter") from The Nasdaq Stock Market LLC ("Nasdaq") indicating that the Company's stockholders' equity as reported in its Annual Report on Form 10-K for the fourth quarter and year ended December 31, 2022 (the "Form 10-K"), did not satisfy the continued listing requirement under Nasdaq Listing Rule 5550(b)(1) for the Nasdaq Capital Market, which requires that a listed company's stockholders' equity be at least $2.5 million. As reported on its Form 10-K, the Company reported stockholders' deficit of approximately $(6,786,000). In addition, as of April 18, 2023, the Company did not meet the alternative compliance standards relating to the market value of listed securities or net income from continuing operations. The Company is also not currently in compliance with the Nasdaq continued listing requirement that the Company maintain a bid price for the Company's American Depositary Shares ("ADS") of above $1.00 per share. Subsequent to the receipt of the Nasdaq Staff Deficiency Letter, and prior to the deadline set forth in such letter, the Company submitted a plan to regain compliance with Nasdaq listing Rule 5550(b)(1) to Nasdaq.

On June 21, 2023, the Company received a notice (the "Notice") from the Listing Qualifications Department of Nasdaq. The Notice advised the Company that based on Staff's review and the materials submitted by the Company on June 5, 2023, the Staff has determined to deny the Company's request for continued listing on The Nasdaq Capital Market.

Accordingly, the Company's ADSs will be delisted from The Nasdaq Stock Market. In that regard, unless the Company requests an appeal of this determination, trading of the Company's ADSs will be suspended at the opening of business on June 30, 2023, and a Form 25-NSE will be filed with the Securities and Exchange Commission (the "SEC"), which will remove the Company's ADSs from listing and registration on The Nasdaq Stock Market.

The Company may appeal Staff's determination to a Hearings Panel, pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series. Requests for a hearing and for an extended stay should be submitted electronically through the Nasdaq Listing Center, and must be received no later than 4:00 Eastern Time on June 28, 2023. The fee for a hearing is $20,000. The Company is currently evaluating its options with respect to filing an appeal.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 21, 2023, two members of the Board of Directors (the "Board") of Company, Bradley J. Goldberg and Bangaly Kaba, each informed the Company of their intent to not stand for re-election as directors at the upcoming 2023 Annual Meeting of Shareholders (the "Annual Meeting"). Messrs. Goldberg and Kaba each indicated an intent to continue to serve as a director of the Company until the Annual Meeting, and advised the Company that there were no disagreements between the Company and them relative to their intent to not stand for re-election to the Board. Mr. Goldberg currently serves as Chair of the Company's Nominating, Governance and Compensation Committee. Mr. Kaba currently serves as a member of the Company's Nominating, Governance and Compensation Committee.




Item 8.01. Other Events.

On June 19, 2023, in accordance with the Third Amendment, the Company entered into a letter agreement dated as of June 16, 2023 (the "Letter Agreement") with Ankura, pursuant to which Ankura has been engaged to act as an advisor to the Company to provide interim management and transformation advisory services. Pursuant to the Letter Agreement, Adrian Frankum of Ankura has been appointed to serve as Special Project Officer of the Company with full operational authority over all operational and restructuring matters of the Company; provided that said appointment shall not limit the rights and obligations of the managing directors of the Company under German law and the Company's Articles of Association. Mr. Frankum will report directly to the Company's board of directors.

The Letter Agreement may be terminated at any time by either party.

The Company will pay Ankura for its services pursuant to the fee schedule provided in the Letter Agreement.

Item 9.01 Financial Statements and Exhibits



(d) Exhibits

Exhibit No.          Description
10.1                   Amendment No. 3 to Forbearance Agreement dated as of June 15, 2023, by and
                     among Spark Networks SE, Zoosk, Inc., Spark Networks, Inc. and MGG
                     Investment Group LP
104                  Cover Page Interactive Data File (embedded within the Inline XBRL document)

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