Current Report Filing (8-k)
01 September 2022 - 7:12AM
Edgar (US Regulatory)
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2022-08-27
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2022-08-27
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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): August 27, 2022
ACKRELL
SPAC PARTNERS I CO.
(Exact
Name of Registrant as Specified in its Charter)
Delaware |
|
001-39821 |
|
83-3237047 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
2093
Philadelphia Pike #1968
Claymont, DE 19703
(Address
of Principal Executive Offices and Zip Code)
Registrant’s
telephone number, including area code: (650) 560-4753
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation 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)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on
which registered |
|
|
|
|
|
Units,
each consisting of one subunit and one-half of one warrant |
|
ACKIU |
|
The Nasdaq Stock
Market LLC |
|
|
|
|
|
Subunits
included as part of the units, each consisting of one share of common stock, $.0001 par value, and one-half of one warrant |
|
ACKIT |
|
The Nasdaq Stock
Market LLC |
|
|
|
|
|
Redeemable
warrants |
|
ACKIW |
|
The Nasdaq Stock
Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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
1.02 Termination of Material Definitive Agreement
Ackrell SPAC Partners I Co., a
Delaware corporation and a special purpose acquisition company (the “Company”), received on August 27, 2022, a notice from
North Atlantic Imports, LLC (“NAI”) purporting to unilaterally terminate the Business Combination Agreement dated as of December
22, 2021 by and between the Company, NAI, Ackrell Merger Sub Inc., Roger Dahle, and North Atlantic Imports, Inc. (the “BCA”).
Item
7.01 Regulation FD Disclosure.
On August
31, 2022, the Company issued a press release announcing the termination of the BCA by NAI, the immediate liquidation of the trust account
and redemption of all of the subunits that were included in the units issued in its initial public offering (the “Public Subunits”),
and efforts to satisfy its obligations to its creditors. The press release is attached hereto as Exhibit 99.1.
The
foregoing (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section
18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities
of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act.
Item 9.01
Financial Statements and Exhibits.
(d) |
Exhibits.
The following exhibits are filed with this Form 8-K: |
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.
Dated:
August 31, 2022
|
ACKRELL SPAC PARTNERS I CO. |
|
|
|
By: |
/s/
Stephen N. Cannon |
|
|
Stephen N. Cannon |
|
|
Chief Operating Officer |
2
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