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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): February 1, 2023

 

Aequi Acquisition Corp.

(Exact name of registrant as specified in its charter)

 

Delaware   001-39715   85-2850133
(State or other jurisdiction
of incorporation)		   (Commission File Number)   (IRS Employer
Identification No.)

 

500 West Putnam Avenue, Suite 400

Greenwich, CT 06830

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: (917) 297-4075

 

Not Applicable
(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 share of Class A Common Stock and one-third of one Redeemable Warrant   ARBGU   The Nasdaq Stock Market LLC
Class A Common Stock, par value $0.0001 per share   ARBG   The Nasdaq Stock Market LLC
Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50   ARBGW   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 (§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 1.01 Entry into a Material Definitive Agreement

 

On February 1, 2023, Aequi Acquisition Corp., a Delaware corporation (the “Company”), issued a promissory note (the “Note”) in the principal amount of up to $1,500,000 to Aequi Sponsor LLC (the “Sponsor”). The Note was issued in connection with advances the Sponsor may make in the future to the Company for working capital expenses. As of the date hereof, the Sponsor has not advanced any funds to the Company under the Note. If the Company completes an initial business combination (a “Business Combination”), the Company would repay the Note out of the proceeds of the trust account released to the Company. Otherwise, the Note would be repaid only out of funds held outside the trust account. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the trust account to repay the Note but no proceeds from the trust account would be used to repay the Note. At the election of the Sponsor, all or a portion of the unpaid principal amount of the Note may be converted into warrants of the Company at a price of $1.50 per warrant (the “Conversion Warrants”). The Conversion Warrants and their underlying securities are entitled to the registration rights set forth in the Note.

 

The issuance of the Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

 

The foregoing description is qualified in its entirety by reference to the Note, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.

 

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant.  

 

The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.

 

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

 

On February 1, 2023, Merline Saintil informed the Board of Directors of the Company (the “Board”) of her intention to resign as a director of the Company, effective immediately. Her resignation was for personal reasons and was not due to any disagreement with the Company. Upon her resignation as a director, Ms. Saintil became a specialist advisor of the Company to assist the Company’s management team in its continuing search and diligence of suitable acquisition targets for the Company’s initial business combination.

 

To fill the vacancy in the audit committee of the Board (the “Audit Committee”) created by Ms. Saintil’s resignation, on February 1, 2023, the Board appointed Jason Scheir, a director of the Company, to serve as a member of the Audit Committee, effective immediately.

 

Item 9.01 Financial Statements and Exhibits.

 

(d)Exhibits.

 

Exhibit
Number		   Description
99.1   Promissory Note of the Company, dated February 1, 2023.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

1

 

 

SIGNATURE

 

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: February 3, 2023

  AEQUI ACQUISITION CORP.
     
  By: /s/ Hope S. Taitz
    Name:  Hope S. Taitz
    Title:

Chief Executive Officer and

Interim Chief Financial Officer

 

 

2 

 

 

 

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