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
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| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||
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| The Stock Market LLC | ||||
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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).
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Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On March 16, 2022, Ackrell SPAC Partners I Co. (the “Company”) issued an unsecured promissory note (the “Note”) in the principal amount of $1,380,000 to North Atlantic Imports, LLC (“NAI”), a Utah limited liability company d/b/a Blackstone Products. NAI, entered into a business combination agreement with the Company, among others, on December 22, 2021. The Note is non-interest bearing and payable in cash upon the closing of the Company’s initial business combination. In the event that the Company fails to complete an initial business combination prior to the deadline set forth in its governing document, no payment will be due under the Note and the principal balance of this Note will be forgiven.
In connection with the issuance of the Note, on March 21, 2022, the Company deposited an aggregate of $1,380,000 (the “Extension Payment”) into the trust account of the Company for its public stockholders, representing $0.10 per public unit, which enables the Company to further extend the period of time it has to consummate its initial business combination by three months from March 23, 2022 to June 23, 2022 (the “Extension”). The Extension is the second of up to two three-month extensions permitted under the Company’s governing documents. The Company previously extended the period of time it has to consummate its initial business combination from December 23, 2021 to March 23, 2022.
A copy of the Note is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The disclosure set forth in this Item 2.03 is intended to be a summary only and is qualified in its entirety by reference to the Note.
Item 7.01 Regulation FD Disclosure.
On March 21, 2022, Ackrell SPAC Partners I Co. (the “Company”) issued a press release (the “Press Release”) announcing that the Extension Payment had been made and that the Company had issued the Note to NAI in connection therewith.
A copy of the press release is furnished as Exhibit 99.1 hereto. The information in this Item 7.01 and Exhibit 99.1 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1* | Promissory Note, dated March 16, 2022, issued by Ackrell SPAC Partners I Co. to North Atlantic Imports, LLC. | |
| 99.1 | Press Release, dated March 21, 2022. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| * | Exhibit A to this exhibit has been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The Company hereby agrees to furnish a copy of the omitted exhibit to the SEC upon request. |
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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.
| ACKRELL SPAC PARTNERS I CO. | |||
| Date: March 21, 2022 | By: | /s/ Long Long | |
| Name: | Long Long | ||
| Title: | Chief Financial Officer | ||
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