UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 23, 2021

WARBURG PINCUS CAPITAL CORPORATION I-A

(Exact name of registrant as specified in its charter)

Cayman Islands	001-40171	98-1572641
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

450 Lexington Avenue New York, New York	10017
(Address of principal executive offices)	(Zip Code)

(212) 878-0600

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 to 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 Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-fifth of one redeemable warrant	WPCA.U	New York Stock Exchange
Class A Ordinary Shares included as part of the units	WPCA	New York Stock Exchange
Redeemable Warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50	WPCA WS	New York Stock Exchange

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 8.01. Other Events.

On April 23, 2021, Warburg Pincus Capital Corporation I-A (the “Company”) announced that holders of the units (the “Units”) sold in the Company’s initial public offering (the “IPO”) may elect to separately trade the Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and warrants included in the Units commencing on April 26, 2021. Each Unit consists of one Class A Ordinary Share and one-fifth of one redeemable warrant (the “Public Warrants”), each whole Public Warrant entitling the holder thereof to purchase one Class A Ordinary Share at an exercise price of $11.50 per share, subject to adjustment. Any Units not separated will continue to trade on the New York Stock Exchange (“NYSE”) under the symbol “WPCA.U”. Any underlying Class A Ordinary Shares and Public Warrants that are separated will trade on NYSE under the symbols “WPCA” and “WPCA WS,” respectively. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the holders’ Units into Class A Ordinary Shares and Public Warrants.

A copy of the press release issued by the Company announcing the separate trading of the securities underlying the Units is attached hereto as Exhibit 99.1.

Additional Information

As previously disclosed on a Current Report on Form 8-K dated March 9, 2021, the Company consummated an IPO of 25,000,000 Units at an offering price of $10.00 per Unit, generating gross proceeds of $250,000,000. The Company granted the underwriters of the IPO (the “underwriters”) a 45-day option to purchase up to 3,750,000 additional Units solely to cover over-allotments, if any. Simultaneously with the closing of the IPO, the Company consummated a private placement (the “IPO Private Placement”) with Warburg Pincus Capital Corporation I—A Sponsor, L.P. (the “Sponsor”), pursuant to which the Sponsor purchased 5,333,333 private placement warrants at a price of $1.50 per warrant (the “Private Placement Warrants”), each exercisable to purchase one Class A Ordinary Share at $11.50 per share, subject to adjustment.

Subsequently, on April 16, 2021, the underwriters partially exercised the over-allotment option, and the closing of the issuance and sale of the additional 3,342,178 Units (the “Over-Allotment Units”) occurred on April 20, 2021. The issuance by the Company of the Over-Allotment Units at a price of $10.00 per unit resulted in total gross proceeds of $33,421,780. On April 20, 2021, simultaneously with the issuance and sale of the Over-Allotment Units, the Company consummated the sale of an additional 445,624 Private Placement Warrants (the “Over-Allotment Private Placement” and, together with the IPO Private Placement, the “Private Placements”), generating gross proceeds of $668,436. The Private Placement Warrants issued in the Over-Allotment Private Placement were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transaction did not involve a public offering.

The net proceeds from the IPO (including the Over-Allotment Units) together with certain of the proceeds from the Private Placements, $283,421,780 in the aggregate (the “Offering Proceeds”), were placed in a trust account established for the benefit of the Company’s public shareholders and the underwriters, with Continental Stock Transfer & Trust Company acting as trustee. Except with respect to interest earned on the Offering Proceeds held in the trust account that may be released to the Company to pay its income taxes, if any, the Company’s amended and restated memorandum and articles of association provide that the Offering Proceeds will not be released from the trust account (1) to the Company, until the completion of its initial business combination (the “business combination”), or (2) to its public shareholders, until the earliest of (a) the completion of the business combination, and then only in connection with those Class A Ordinary Shares that such shareholders properly elected to redeem, (b) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to provide holders of its Class A Ordinary Shares the right to have their shares redeemed in connection with the Company’s business combination or to redeem 100% of its public shares if the Company does not complete its business combination within 24 months from the closing of the IPO or (B) with respect to any other provision relating to the rights of holders of its Class A Ordinary Shares, and (c) the redemption of the public shares if the Company has not consummated its business combination within 24 months from the closing of the IPO, subject to applicable law.

Item 9.01. Financial Statements and Exhibits.

(d)	Exhibits.
99.1	Press Release, dated April 23, 2021.

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: April 23, 2021

WARBURG PINCUS CAPITAL CORPORATION I-A
By:	/s/ Christopher H. Turner
Name:	Christopher H. Turner
Title:	Chairman and Chief Executive Officer