UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
July 24, 2023 (
(Exact Name of Registrant as Specified in Charter)
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of Principal Executive Offices) (Zip Code)
(
(Registrant’s Telephone Number, Including Area Code)
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 (see General Instruction A.2. below):
| 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 | ||
| upon the consummation of an initial business combination, and one-half of one redeemable warrant | ||||
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 July 24, 2023, Accretion Acquisition Corp. (the “Company”) issued an unsecured promissory note (the “Note”) to Accretion Acquisition Sponsor, LLC (the “Sponsor”) in the principal amount of $80,000 in connection with the Extension (as defined below).
The Note bears no interest and is due and payable upon the earlier of (a) the liquidation of the Company and (b) the closing date on which the Company consummates a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities (an “Initial Business Combination”). If an Initial Business Combination is not consummated, the Note will not be repaid and all amounts owed thereunder will be forgiven except to the extent that the Company has funds available to it outside of its trust account established in connection with its initial public offering. The issuance of the Note was exempt pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.
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 attached as Exhibits 10.1 hereto and is incorporated by reference herein.
| 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 8.01 | Other Events |
As previously disclosed in the Current Report on Form 8-K filed by the Company on April 21, 2023 with the Securities and Exchange Commission, at a special meeting of the stockholders of the Company held on April 14, 2023, the stockholders approved an amendment to the amended and restated certificate of incorporation of the Company. The amendment provided that the date by which the Company would be required to consummate a business combination may be extended from July 25, 2023 for up to five successive periods of one month each (provided that any such extension may not be to a date later than December 25, 2023), as may be determined by the Board of Directors of the Company (the “Board”).
Pursuant to the foregoing amendment, the Board has approved an extension (the “Extension”) of the date by which the Company would be required to consummate a business combination to August 25, 2023.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits:
| Exhibit | Description | |
| 10.1 | Promissory Note dated July 24, 2023. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: July 24, 2023
| ACCRETION ACQUISITION CORP. | |||
| By: | /s/ Brad Morse | ||
| Name: | Brad Morse | ||
| Title: | Chief Executive Officer | ||