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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

 

January 27, 2023

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
Ordinary Shares  ASCA  The Nasdaq Capital Market LLC
Warrants  ASCAW  The Nasdaq Capital Market LLC
Units, each consisting of one Class A Ordinary Share, no par value, three-fourths (3/4) of one redeemable warrant and one Right to acquire one-tenth (1/10) of one Class A Ordinary Share  ASCAU  The Nasdaq Capital Market LLC
Rights  ASCAR  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 ☒

 

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 January 27, 2023, A SPAC I Acquisition Corp. (the “Company”) issued an unsecured promissory note in the aggregate principal amount up to $500,000 (the “Note”) to A SPAC (Holdings) Acquisition Corp., the Company’s sponsor (the “Sponsor”). Pursuant to the Note, the Sponsor agreed to loan to the Company an aggregate amount up to $500,000 payable promptly after the date on which the Company consummates a business combination. In the event that the Company does not consummate a business combination, the Note will be terminated. Such Note is convertible into warrants having the same terms and conditions as the public warrants, at the price of $1.00 per warrant at the option of the Sponsor. The Note does not bear interest.

The proceeds of the Note will be used by the Company for working capital purposes.

The foregoing description of the Note is qualified in its entirety by reference to the full text of the Note, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1 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 3.02 Unregistered Sales of Equity Securities.

The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02.

Item 9.01 Exhibits

Exhibit No.   Description
     
10.1   Promissory Note, dated January 27, 2023, issued to the Sponsor.
     
104   Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

 

 

 

 

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: February 3, 2023  
   
A SPAC I ACQUISITION CORP.  
   
By: /s/ Claudius Tsang  
Name:  Claudius Tsang  
Title:  Chief Executive Officer and Chief Financial Officer  

 

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