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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| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbols | Name
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| The Stock Market LLC | ||
| The | ||
| The 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).
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| 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.
| Item 8.01 | Other Events. |
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
Exhibit No. |
Description | |
| 3.1 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation. | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
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 | ||
Exhibit 3.1
CERTIFICATE OF AMENDMENT TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
SCIENCE STRATEGIC ACQUISITION CORP. ALPHA
Science Strategic Acquisition Corp. Alpha (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify:
1. The name of the Corporation is Science Strategic Acquisition Corp. Alpha.
2. The Corporation’s original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on October 22, 2020. The Corporation’s Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on January 25, 2021 (as amended, the “Amended and Restated Certificate of Incorporation”).
3. This Amendment to the Amended and Restated Certificate of Incorporation amends the Amended and Restated Certificate of Incorporation.
4. This Amendment to the Amended and Restated Certificate of Incorporation was duly adopted by the affirmative vote of the holders of at least 65% of the outstanding shares of Common Stock at a meeting of stockholders in accordance with ARTICLE IX of the Amended and Restated Certificate of Incorporation and the provisions of Section 242 of the DGCL. The approval of this Amendment to the Amended and Restated Certificate of Incorporation is intended to constitute the adoption of a plan of complete liquidation of the Corporation for U.S. federal income tax purposes unless otherwise required by applicable law.
5. The text of Section 9.1(b) of Article IX of the Amended and Restated Certificate of Incorporation is hereby amended and restated to read in its entirety as follows:
“(b) Immediately after the Offering, a certain amount of the net offering proceeds received by the Corporation in the Offering (including the proceeds of any exercise of the underwriter’s over-allotment option) and certain other amounts specified in the Corporation’s registration statement on Form S-1, as initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on January 8, 2021, as amended (the “Registration Statement”), shall be deposited in a trust account (the “Trust Account”), established for the benefit of the Public Stockholders (as defined below) pursuant to a trust agreement described in the Registration Statement. Except for the withdrawal of interest to pay taxes, none of the funds held in the Trust Account (including the interest earned on the funds held in the Trust Account) will be released from the Trust Account until the earliest of (i) the completion of the initial Business Combination, (ii) the redemption of Offering Shares (as defined below) in connection with a vote seeking to amend any provisions of this Amended and Restated Certificate (A) to modify the substance or timing of the Corporation’s obligation to allow redemptions in connection with the Corporation’s initial Business Combination or to redeem 100% of the Offering Shares if the Corporation has not consummated an initial Business Combination by December 12, 2022 or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity (as described in Section 9.7) and (iii) the redemption of Offering Shares if the Corporation has not consummated an initial Business Combination by December 12, 2022. Holders of shares of the Common Stock included as part of the units sold in the Offering (the “Offering Shares”) (whether such Offering Shares were purchased in the Offering or in the secondary market following the Offering and whether or not such holders are SSAC Alpha Sponsor, LLC (the “Sponsor”) or officers or directors of the Corporation, or affiliates of any of the foregoing) are referred to herein as “Public Stockholders.””
6. The text of Section 9.2(d) of Article IX of the Amended and Restated Certificate of Incorporation is hereby amended and restated to read in its entirety as follows:
“(d) In the event that the Corporation has not consummated an initial Business Combination by December 12, 2022 or such later time as a result of a stockholder vote to amend this Amended and Restated Certificate, the Corporation shall (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the Offering Shares in consideration of a per share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), by (B) the total number of then outstanding Offering Shares, which redemption will completely extinguish rights of the Public 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 in accordance with applicable law, dissolve and liquidate, subject in each case to the Corporation’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law.
7. The text of Section 9.7 of Article IX of the Amended and Restated Certificate of Incorporation is hereby amended and restated to read in its entirety as follows:
“Section 9.7 Additional Redemption Rights. If, in accordance with Section 9.1(a), any amendment is made to this Amended and Restated Certificate to modify the substance or timing of the Corporation’s obligation to provide for the redemption of the Offering Shares in connection with an initial Business Combination or to redeem 100% of the Offering Shares if the Corporation has not consummated an initial Business Combination by December 12, 2022 or with respect to any other provision of this Amended and Restated Certificate relating to stockholder’s rights or pre-initial Business Combination activity, the Public Stockholders shall be provided with the opportunity to redeem their Offering Shares upon the approval of any such amendment, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding Offering Shares. The Corporation’s ability to provide such opportunity is not subject to the Redemption Limitation.”
IN WITNESS WHEREOF, the Corporation has caused this Amendment to the Amended and Restated Certificate of Incorporation to be duly executed in its name and on its behalf by an authorized officer as of this 9th day of December, 2022.
| /s/ Michael Jones | |
| Michael Jones | |
| Chief Executive Officer and Chairman of the Board of Directors |