Current Report Filing (8-k)
December 12 2022 - 3:21PM
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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):
December 9, 2022
SCIENCE STRATEGIC ACQUISITION CORP. ALPHA
(Exact name of registrant as specified in its
charter)
Delaware
(State or other jurisdiction
of incorporation) |
|
001-39930
(Commission
File Number) |
|
85-3594633
(IRS Employer
Identification No.) |
1447 2nd Street
Santa
Monica, CA
(Address of principal executive offices) |
|
90401
(Zip Code) |
Registrant’s telephone number, including
area code: (310) 393-3024
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
Symbols |
Name
of each exchange on
which registered |
Units,
each consisting of one share of Class A Common Stock and one-third of one Warrant |
SSAAU |
The Nasdaq
Stock Market LLC |
Class
A Common Stock, par value $0.0001 per share |
SSAA |
The Nasdaq
Stock Market LLC |
Warrants,
each exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share |
SSAAW |
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 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 3.01. | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer
of Listing |
On December 9,
2022, stockholders of Science Strategic Acquisition Corp. Alpha (the “Company”)
approved an amendment (the “Charter Amendment”) to the Amended and Restated
Certificate of Incorporation of the Company (the “Charter”) to (i) change
the date by which the Company must consummate a merger, share exchange, asset acquisition, stock purchase, reorganization or other similar
business combination with one or more businesses or entities (an “Initial Business Combination”) from January 28,
2023 to December 12, 2022 (the “Amended Termination Date”) and (ii) remove the Redemption Limitation (as
defined in the Charter) to allow the Company to redeem shares of Class A common stock, par value $0.0001 per share (“Class A
Common Stock”), notwithstanding the fact that such redemptions could result in the Company having net tangible assets of less
than $5,000,001 after giving effect to such redemptions. The Company filed the Charter Amendment
with the Secretary of State of the State of Delaware on December 9, 2022, which became effective upon filing.
Because the Company will not
be able to complete an Initial Business Combination by the Amended Termination Date, the Company will (i) promptly, cease all operations,
except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days after the Amended
Termination Date, redeem the shares of Class A Common Stock (the “Redemption”) at a per-share price, payable in
cash, equal to the aggregate amount on deposit in a trust account established for the benefit of the holders of Class A Common Stock
(the “Trust Account”) as of the Amended Termination Date, including interest earned on the funds held in the Trust
Account and not previously released to the Company to pay its tax obligations (less up to an additional $100,000 of interest to pay dissolution
expenses), divided by the number of then outstanding shares of Class A Common Stock (the “Redemption Amount”),
which redemption will completely extinguish the rights of the holders of Class A Common Stock as stockholders (including the right
to receive further liquidating distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following
such redemption, subject to the approval of the remaining stockholders and the Board of Directors of the Company, dissolve and liquidate,
subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of
other applicable law.
On
December 12, 2022, the Company (i) notified The Nasdaq Stock Market LLC (“Nasdaq”)
of the anticipated Redemption, liquidation and dissolution; and (ii) requested that Nasdaq (A) suspend trading of the Company’s
shares of Class A Common Stock, redeemable warrants to purchase shares of Class A Common Stock (the “Redeemable
Warrants”) and units, each consisting of one share of Class A Common Stock and one-third
of one Redeemable Warrant (the units, together with the Class A Common Stock and the Redeemable Warrants, the “Securities”)
effective before the opening of trading on December 13, 2022, and (B) file with the Securities and Exchange Commission (the
“SEC”) a Form 25 Notification of Removal from Listing and/or Registration
(“Form 25”) to delist and deregister the Securities under Section 12(b) of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
As a result, the Securities will no longer be listed on Nasdaq.
The
Company expects that Nasdaq will file the Form 25 with the SEC on December 12, 2022, upon which the delisting of the Company’s
Securities will become effective. Following that, the Company intends to file a Form 15 Certification and Notice of Termination of
Registration with the SEC, requesting that the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange
Act be terminated with respect to the Securities.
| Item 3.03. | Material Modification to Rights of Security Holders. |
The
information under Item 3.01 regarding the Charter Amendment and the Redemption is incorporated into this Item 3.03 by reference.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
The
information under Item 3.01 regarding the Charter Amendment is incorporated into this Item 5.03 by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
At
the Company’s special meeting of stockholders held on December 9, 2022, the stockholders of the Company considered and acted
upon a proposal to approve the Charter Amendment (the
“Charter Amendment Proposal”).
The stockholders of the Company approved the Charter Amendment Proposal. The following is a tabulation of the votes with respect to the
Charter Amendment Proposal:
| For | | |
| Against | | |
| Abstentions | |
| 28,825,940 | | |
| 5,116 | | |
| 0 | |
In
connection with the approval and implementation of the Charter Amendment, the holders of 30,449,825 shares of Class A Common Stock
exercised their right to redeem their shares for cash at a redemption price of approximately $10.07 per share, for an aggregate redemption
amount of approximately $306,609,408. Following such redemptions, 600,175 shares of Class A Common Stock remain outstanding.
There
will be no redemption rights or liquidating distributions with respect to the Redeemable Warrants, which will expire worthless upon the
liquidation of the Company.
Following
the redemptions in connection with the approval and implementation of the Charter Amendment, the total amount held in the Trust Account
was approximately $6,043,362, and a total of 600,175 shares of Class A Common Stock were outstanding. The Company estimates that
the total amount in the Trust Account available for the Redemption, after accounting for the exclusion of $41,612 of interest to pay
dissolution expenses, will be approximately $6,001,750, and the Redemption Amount will be approximately $10.00.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Forward-Looking Statements
This
Current Report on Form 8-K contains forward-looking statements within the meaning of the U.S. federal securities laws,
including statements relating to the proposed early liquidation, de-listing of the Securities, Redemption and Redemption
Amount. These statements are based on current expectations of the Company’s management with respect to the matters
described in this Current Report on Form 8-K. While the Company’s management believes the assumptions underlying
its forward-looking statements and information are reasonable, such information is necessarily subject to uncertainties and may
involve certain risks, many of which are difficult to predict and are beyond the control of the Company’s management. Please
refer to the publicly filed documents of the Company, including the Company’s Definitive Proxy Statement on Schedule 14A, as
filed with the SEC on November 14, 2022, the Company’s Annual Report on
Form 10-K, as filed with the SEC on April 12, 2022, and the Company’s Quarterly Report on Form 10-Q for the
three months ended June 30, 2022, as filed with the SEC on August 17, 2022, for
risks and uncertainties which may affect the statements made in this Current Report on Form 8-K. All forward-looking statements
speak only as of the date of this Current Report on Form 8-K. All subsequent written and oral forward-looking statements
attributable to us or any person acting on our behalf are qualified by the cautionary statements in this section. Except as
otherwise may be required by law, the Company undertakes no obligation to update or publicly release any revisions to
forward-looking statements to reflect events, circumstances or changes in expectations after the date of this Current Report on
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.
|
SCIENCE STRATEGIC ACQUISITION CORP.
ALPHA |
|
|
|
December 12, 2022 |
By: |
/s/ Michael Jones |
|
|
Michael Jones |
|
|
Chief Executive Officer |
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