UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 1622, 2023 ~~(May 11, 2023)~~

SILVERGATE CAPITAL CORPORATION

(Exact name of registrant as specified in its charter)

Maryland	001-39123	33-0227337
(State or other jurisdiction of	(Commission file number)	(IRS Employer
incorporation or organization)		Identification No.)

4250 Executive Square, Suite 300, La Jolla, CA 92037

(Address of principal executive offices) (Zip Code)

(858) 362-6300

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~☐ Soliciting~~Securities ~~material~~registered pursuant to ~~Rule 14a-~~Section 12(b) ~~under~~of the ~~Exchange~~ Act: ~~(17 CFR 240.14a-12)~~None

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Class A Common Stock, par value $0.01 per share	SI	New York Stock Exchange
Depositary Shares, Each Representing a 1/40th Interest in a Share of 5.375% Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series A	SI PRA	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 34.01 ~~NOTICE OF~~CHANGES ~~DELISTING~~IN ORREGISTRANT’S ~~FAILURE~~CERTIFYING ~~TO SATISFY A CONTINUED LISTING RULE OR STANDARD; TRANSFER OF LISTING~~ACCOUNTANT.

AsOn ~~previously~~May ~~disclosed~~22, ~~on March 17,~~ 2023, ~~Silvergate~~in ~~Capital~~connection ~~Corporation~~with (the ~~“Company”) was~~previously ~~notified~~reported determination by ~~the~~Silvergate ~~New~~Capital ~~York~~Corporation ~~Stock Exchange~~ (the “~~NYSE~~Company”) that, asit ~~the~~is ~~Company~~unable ~~had~~to ~~not~~file ~~timely filed~~ its Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “2022 10-K”), ~~the NYSE would monitor the status of the Company’s late filing~~ and ~~related~~does not ~~public~~expect ~~disclosures~~to ~~for~~be upable to afile ~~six-month~~any ~~period~~subsequent ~~from~~periodic ~~its~~reports ~~due~~required ~~date,~~by ~~but~~Sections ~~that~~13(a) ~~the NYSE~~or ~~could,~~15(d) inof ~~its sole discretion, commence delisting proceedings at any time during~~ the ~~period~~Securities ~~that~~Exchange isAct ~~available~~of ~~to complete the filing~~1934, ~~if circumstances warranted. Further,~~ as ~~previously~~amended ~~disclosed on May 11, 2023,~~ (the ~~NYSE~~“Exchange ~~suspended trading in~~Act”), the ~~Company’s~~audit ~~securities~~committee ~~and indicated to the Company that it expects to commence the delisting~~ of the Company’s ~~securities~~board ~~after~~of ~~the~~directors ~~Company~~approved ~~informed~~ the ~~NYSE~~dismissal ~~that~~of itCrowe ~~will~~LLP ~~not file the 2022 10-K or any subsequent periodic reports as required by Sections 13~~(a“Crowe”) oras ~~15(d) under~~ the ~~Securities~~Company’s ~~Exchange~~independent ~~Act~~registered ofpublic ~~1934,~~accounting ~~as amended (the “Exchange Act”)~~firm.

~~Later~~Crowe’s report on ~~May~~the ~~11,~~Company’s ~~2023,~~consolidated financial statements for the ~~Company~~fiscal ~~was~~year ~~notified~~ended byDecember ~~the~~31, ~~NYSE~~2021 ~~that~~did itnot ~~had~~contain ~~determined~~any toadverse ~~commence~~opinion ~~proceedings~~or disclaimer toof ~~delist~~opinion, ~~the~~nor ~~Company’s~~was ~~securities~~such ~~from~~report ~~the~~qualified ~~NYSE pursuant~~or modified as to ~~Section~~uncertainty, ~~802~~audit scope or accounting principles.~~01E~~ As ofpreviously disclosed in the ~~NYSE~~Form ~~Listed~~8-K, ~~Company~~NT ~~Manual~~10-K/A asand aNT ~~result~~10-Q, ofeach filed with the ~~foregoing~~U. ~~Also~~S. Securities and Exchange Commission (the “SEC”) on May 11, 2023, in light of the ~~NYSE~~continuous ~~applied~~developments relating to the ~~Securities~~regulatory and ~~Exchange~~other ~~Commission~~inquiries and investigations that are pending with respect to the Company and Silvergate Bank (the “~~SEC~~Bank”), the potential liabilities resulting from various litigation with respect to the Company (including private litigation) and the efforts to ~~delist~~wind down operations and voluntarily liquidate the Bank, the Company’s ~~securities~~was unable to obtain or provide the information necessary for Crowe to complete its audit procedures for the 2022 10-K. Therefore, Crowe was unable to complete its audit procedures for the 2022 10-K and Crowe did not provide any report on the financial statements for the fiscal year ended December 31, 2022.

~~The~~During the Company’s ~~does~~fiscal ~~not~~years ~~intend~~ended toDecember ~~appeal~~31, ~~the~~2022 ~~NYSE’s~~and ~~determination~~2021, and ~~therefore,~~the itsubsequent isinterim ~~expected~~period ~~that~~through ~~the~~May ~~Company’s~~22, ~~securities~~2023, ~~will~~there bewere: ~~delisted~~(i) ~~from~~no ~~the NYSE~~disagreements between the Company and ~~deregistered~~Crowe ~~under~~on ~~Section~~any ~~12(b)~~matter of ~~the~~accounting ~~Exchange~~principles ~~Act~~or ~~ten~~practices, ~~business~~financial ~~days~~statement ~~following~~disclosures ~~the~~or ~~NYSE’s~~auditing ~~application~~scope toor ~~the~~procedure, ~~SEC. As~~which ofdisagreements, ~~May~~if ~~12,~~not ~~2023~~resolved to Crowe’s satisfaction, itwould ~~may~~have becaused ~~possible~~Crowe to ~~trade~~make reference to the ~~Company’s~~subject ~~securities~~matter onof the ~~OTC~~disagreements ~~Experts~~in ~~Market;~~connection ~~however,~~with its reports on the ~~Company~~financial ~~makes~~statements for such years; and (ii) no ~~recommendation~~ reportable events as todefined ~~the~~in ~~advisability~~Item 304(a)(1)(v) of ~~any~~Regulation ~~such~~S-K ~~trading~~under the Exchange Act.

The Company has provided Crowe with a copy of the foregoing disclosure made by the Company in response to Item 304(a) of Regulation S-K under the Exchange Act and requested that Crowe furnish the Company with a letter addressed to the SEC stating whether or not it agrees with such disclosure and, if not, stating the respects in which it does not agree. A copy of Crowe’s letter, dated May 22, 2023, is filed as Exhibit 16.1 to this report.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits:

16.1	Letter of Crowe LLP, dated May 22, 2023

104	Cover page interactive data file (formatted as Inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SILVERGATE CAPITAL CORPORATION
Date: May 16, 2023	By:	/s/ Alan J. Lane
Date: May 22, 2023	By:	/s/ Alan J. Lane
		Name:	Alan J. Lane
		Title:	Chief Executive Officer

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