Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
04 February 2023 - 04:32AM
Edgar (US Regulatory)
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
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 |
|
|
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A SPAC I
ACQUISITION CORP. |
|
|
|
By: |
/s/ Claudius Tsang |
|
Name: |
Claudius Tsang |
|
Title: |
Chief Executive Officer and Chief
Financial Officer |
|
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