Achilles Therapeutics : Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing - Form 6-K

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

On April 21, 2023, Achilles Therapeutics plc (the "Company") received a deficiency letter from the Nasdaq Listing Qualifications Department (the "Staff") of the Nasdaq Stock Market LLC ("Nasdaq") notifying the Company that, for the last 30 consecutive business days, the closing bid price for the Company's American Depositary Shares ("ADSs") has been below the minimum $1.00 per ADS required for continued listing on The Nasdaq Global Select Market pursuant to Nasdaq Listing Rule 5550(a)(2) ("Rule 5550(a)(2)"). The Nasdaq deficiency letter has no immediate effect on the listing of the Company's ADSs, and its ADSs will continue to trade on The Nasdaq Global Select Market under the symbol "ACHL" at this time.

In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been given 180 calendar days, or until October 18, 2023, to regain compliance with Rule 5550(a)(2). If at any time before October 18, 2023, the closing bid price of the Company's ADSs is at least $1.00 per ADS for a minimum of 10 consecutive business days, the Staff will provide written confirmation that the Company has achieved compliance.

If the Company does not regain compliance with Rule 5550(a)(2) by October 18, 2023, the Company may be afforded a second 180 calendar day period to regain compliance or be subject to delisting. To qualify for an additional compliance period, the Company would be required to meet the continued listing requirement for market value of publicly held ADSs and all other initial listing standards for The Nasdaq Capital Market, except for the minimum bid price requirement. In addition, the Company would be required to notify Nasdaq of its intent to cure the deficiency during the second compliance period.

The Company intends to actively monitor the closing bid price for its ADSs and will consider available options to resolve the deficiency and regain compliance with Rule 5550(a)(2). However, there can be no assurance that the Company will be able to regain compliance with Rule 5550(a)(2).