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
April 5, 2022
Date of Report (Date of earliest event reported)
A SPAC I Acquisition Corp.
(Exact Name of Registrant as Specified in its Charter)
|
British Virgin Islands |
|
001-41285 |
|
N/A |
(State or other jurisdiction of
incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
|
Level 39, Marina Bay Financial Centre
Tower 2
10 Marina Boulevard, Singapore 018983
|
|
N/A |
| (Address of Principal Executive
Offices) |
|
(Zip Code) |
Registrant’s telephone number, including area code: +(65) 6818
5796
N/A
(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 |
| ¨ |
Soliciting material pursuant to
Rule 14a-12 under the Exchange Act |
| ¨ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act |
| ¨ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act |
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
Class A ordinary share, with no par value, three-fourths of
one redeemable warrant and one right to receive one-tenth of one
Class A ordinary share |
|
ASCAU |
|
The Nasdaq Capital
Market LLC |
| Class A ordinary shares included
as part of the units |
|
ASCA |
|
The Nasdaq Capital
Market LLC |
| Rights included as part of the
units |
|
ASCAR |
|
The Nasdaq Capital
Market LLC |
| Warrants included as part of the
units |
|
ASCAW |
|
The Nasdaq Capital
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 x
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 8.01. Other Events.
As previously disclosed on a Current Report on Form 8-K dated
February 18, 2022, on February 17, 2022, A SPAC I
Acquisition Corp. (the “Company”) consummated the IPO of 6,000,000
units (the “Units”). Each Unit consists of one Class A
ordinary share (the “Ordinary Share”), three-fourths (3/4) of one
redeemable warrant (the “Warrant”), and one right (the “Right”) to
receive one-tenth of one Ordinary Share upon the consummation of an
initial business combination. The Units were sold at an offering
price of $10.00 per Unit, generating gross proceeds of
$60,000,000.
As previously disclosed on a Current Report on Form 8-K dated
February 14, 2022, on February 17, 2022, simultaneously
with the closing of the IPO, the Company consummated the private
placement (“Private Placement”) with A SPAC (Holdings) Acquisition
Corp., the Company’s sponsor, of 2,875,000 warrants (the “Private
Warrants”) at a price of $1.00 per Private Warrant, generating
total proceeds of $2,875,000. The Private Warrants are identical to
the public warrants sold in the IPO, as set forth in the
Underwriting Agreement, except as described in the Warrant
Agreement.
As of February 17, 2022, a total of $60,600,000 ($10.10 per
Unit) of the net proceeds from the IPO and the Private Placement
were deposited in a trust account established for the benefit of
the Company’s public shareholders (the “Trust Account”). An audited
balance sheet as of February 17, 2022 reflecting receipt of
the proceeds upon consummation of the IPO and the sale of the
Private Placement Warrants was issued by the Company and filed as
an exhibit to a Current Report on Form 8-K dated
February 17, 2022.
Subsequently, on February 25, 2022, the underwriters exercised
their over-allotment option in full. The closing of the issuance
and sale of the additional Units occurred (the “Over-Allotment
Option Units”) on March 1, 2022. The total aggregate issuance
by the Company of 900,000 Over-Allotment Option Units at a price of
$10.00 per unit generated total gross proceeds of $9,000,000. On
March 1, 2022, simultaneously with the sale of the
Over-Allotment Option Units, the Company consummated the private
sale of an additional 270,000 Private Warrants to the sponsor
generating gross proceeds of $270,000.
On March 1, 2022, an additional $9,090,000 ($10.10 per Unit)
consisting of the net proceeds from the sale of the Over-Allotment
Option Units, less the underwriter’s discount of $0.20 per
Over-Allotment Option Unit ($8,820,000), and the gross proceeds
from the sale of the additional private warrants ($270,000) was
placed in the Trust Account, resulting in a total of $69,690,000
held in the Trust Account.
Change in Accounting Policy for Class Ordinary Shares
Subject to Possible Redemption
The Company accounts for its Class A ordinary shares subject
to possible redemption in accordance with the guidance in
Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing
Liabilities from Equity.” Common stock subject to mandatory
redemption (if any) is classified as a liability instrument and is
measured at fair value. Conditionally redeemable common stock
(including common stock that features redemption rights that are
either within the control of the holder or subject to redemption
upon the occurrence of uncertain events not solely within the
Company’s control) is classified as temporary equity. At all other
times, common stock is classified as stockholders’ equity. The
Company’s Class A ordinary shares feature certain redemption
rights that are considered to be outside of the Company’s control
and subject to the occurrence of uncertain future events.
Accordingly, as of February 17, 2022, shares of common stock
subject to possible redemption are presented at redemption value of
$10.10 per share as temporary equity, outside of the shareholders’
equity section of the Company’s balance sheet. The Company
recognizes changes in redemption value immediately as they occur
and adjusts the carrying value of redeemable common stock to equal
the redemption value at the end of each reporting period. Increases
or decreases in the carrying amount of shares of redeemable common
stock are affected by charges against additional paid in capital or
accumulated deficit if additional paid in capital equals to
zero.
On March 29, 2022, the Company elected to change accounting
policy to accretion method in accordance with ASC 480-10-S99-3A and
recognizes changes in redemption value in additional paid-in
capital (or accumulated deficit in the absence of additional
paid-in capital) over an expected 12-month period leading up to a
Business Combination. Included with this report as
Exhibit 99.1 is a pro-forma balance sheet reflecting the
change in accounting policy.
Item 9.01. Financial Statements and Exhibits.
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: April 5, 2022
A SPAC I ACQUISITION CORP.
| By: |
/s/ Claudius
Tsang |
|
| Name: |
Claudius Tsang |
|
| Title: |
Chief Executive Officer and Chief Financial Officer |
|
A SPAC I Acquisition (NASDAQ:ASCA)
Historical Stock Chart
From Mar 2023 to Mar 2023
A SPAC I Acquisition (NASDAQ:ASCA)
Historical Stock Chart
From Mar 2022 to Mar 2023
