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

On June 14, 2023, Digital Media Solutions, Inc. (the "Company") received notice from the staff of NYSE Regulation (the "Staff") of the New York Stock Exchange (the "NYSE"), indicating that the Staff has determined to commence proceedings to delist the Company's warrants, each whole warrant exercisable for one share of the Company's Class A common stock, par value $0.0001 per share (the "Class A Common Stock"), at an exercise price of $11.50 per share, and listed to trade on the NYSE under the symbol "DMS WS" (the "Warrants"), from the NYSE and that trading in the Warrants on the NYSE would be suspended immediately. The Staff has determined that the Warrants are no longer suitable for listing on the NYSE based on "abnormally low" price levels, pursuant to Section 802.01D of the NYSE Listed Company Manual.

Trading in the Company's Class A Common Stock and units on the NYSE will continue.




Item 8.01. Other Events.

On June 15, 2023, Digital Media Solutions, Inc. (the "Company") received notice from the holders of all of the Company's outstanding Series A Convertible Redeemable Preferred Stock (the "Series A Preferred Stock") that each holder has elected to have the Company redeem for cash the Series A Preferred Stock held by such holder pursuant to Section 9(b) of the Certificate of Designation of Preferences, Rights and Limitations of the Series A Preferred Stock of the Company (the "Series A Certificate of Designation").

Section 9(b) of the Series A Certificate of Designation gives holders of Series A Preferred Stock the right to require the Corporation to redeem for cash the Series A Preferred Stock for cash at any time on or after June 15, 2023 at the "Corporation's Mandatory Redemption Price" (as such term is defined in the Series A Certificate of Designation). As of June 15, 2023, the aggregate Corporation's Mandatory Redemption Price for all of the outstanding Series A Preferred Stock was approximately $9.3 million.

On June 16, 2023, the board of directors of the Company determined that the Company is not currently legally permitted under applicable Delaware law to effect a redemption for cash of any Series A Preferred Stock.

Item 9.01. Financial Statements and Exhibits.



(d)Exhibits

Exhibit
Number               Description

104                  Cover Page Interactive File (the cover page tags are embedded within the
                     Inline XBRL document).

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