8-K

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 22, 2022

DILA Capital Acquisition Corp

(Exact name of registrant as specified in its charter)

Delaware	001-40494	86-1396422
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1395 Brickell Ave., Ste. 950 Miami, FL	33131
(Address of principal executive offices)	(Zip Code)

(786) 785-1715

(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 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 Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A Common Stock and one Warrant	DILAU	The Nasdaq Stock Market LLC
Class A Common Stock, par value $0.0001 per share	DILA	The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50	DILAW	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 8.01 Other Events.

In connection with DILA Capital Acquisition Corp’s (the “Company”) initial public offering (the “IPO”), the Company filed a Form 8-K on June 21, 2021 announcing the entry into the following agreements, among others, forms of which were previously filed as exhibits to the Company’s Registration Statements on Form S-1 (File Nos. 333-254425 and 333-257102) related to the IPO, originally filed with the U.S. Securities and Exchange Commission (the “Commission”) on March 18, 2021 (as amended, the “Registration Statement”):

· A Warrant Agreement, dated June 14, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agreement”);

· A Letter Agreement, dated June 14, 2021, by and among the Company, its officers, its directors and the Company’s sponsor (the “Sponsor”), DILA Capital Sponsor Group, LLC (the “Letter Agreement”); and

· A Registration Rights Agreement, dated June 14, 2021, by and between the Company, its directors and the Sponsor (the “Registration Rights Agreement”).

The Company filed a Form 8-K on December 9, 2022 announcing it will redeem all of its outstanding Class A common stock, par value $0.0001, effective as of the close of business on December 22, 2022, because the Company will not consummate an initial business combination within the time period required by its Amended and Restated Certificate of Incorporation. In connection with the full liquidation of the Company’s trust account, the Warrant Agreement, Letter Agreement and the Registration Rights Agreement terminated in accordance with their respective terms on December 22, 2022.

On December 27, 2022, the Company issued a press release to announce that its trust account established in connection with the Company's initial public offering has been liquidated and that 5,829,980 of the Company's outstanding shares of Class A common stock ("public shares") were submitted to the Company's transfer agent, Continental Stock Transfer & Trust Company, and were redeemed on December 27, 2022 at a price of approximately $10.04 per share. Trading of the Company’s public shares on the Nasdaq Stock Market LLC were suspended on December 22, 2022. There will be no redemption rights or liquidating distributions with respect to the Company's warrants, which will expire worthless. The Company's initial stockholders, officers and directors have waived their right to receive distributions with respect to their common stock issued in connection with the Company's IPO.

Item 9.01. Financial Statements and Exhibits.

(d)       Exhibits.

Exhibit No.	Description
99.1	Press release, dated December 27, 2022
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

2

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.

dila cAPITAL ACQUISITION CORP
By:	/s/ Eduardo Clave
	Name:	Eduardo Clave
	Title:	Chief Executive Officer

Date: December 27, 2022

EX-99.1

Exhibit 99.1

DILA Capital Acquisition Corp Announces Delisting of its Securities from the Nasdaq Stock Market LLC

MIAMI, FL, December 27, 2022 -- DILA Capital Acquisition Corp (the "Company") (Nasdaq: DILAU, DILA, DILAW), a special purpose acquisition company, previously announced that it intends to dissolve and liquidate in accordance with its Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), including the redemption of all of its outstanding shares of Class A common stock (the “public shares”) that were included in the units issued in its initial public offering on December 22, 2022 (the “Redemption Date”) because the Company will not be able to consummate an initial business combination within the time period required by its Certificate of Incorporation.

The Company today announced that its trust account established in connection with the Company’s initial public offering has been liquidated and that 5,829,980 of the Company’s public shares were submitted to the Company’s transfer agent, Continental Stock Transfer & Trust Company, and were redeemed on December 27, 2022 at a price of approximately $10.04 per share.

Trading of the Company’s public shares on the Nasdaq Stock Market LLC (“Nasdaq”) were suspended for the close of business on December 22, 2022 and Nasdaq filed with the Securities and Exchange Commission (the “SEC”) on December 22, 2022 a Form 25 to delist the Company’s securities from Nasdaq. The Company thereafter expects to file a Form 15 with the SEC to terminate the registration of its securities under the Securities Exchange Act of 1934, as amended. The Company’s securities will not be listed or registered on another national exchange or on a quotation medium.

About DILA Capital Acquisition Corp

DILA Capital Acquisition Corp is a blank check company incorporated for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities.

Forward-Looking Statements

This press release includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. When used in this press release, the words "could," "should," "will," "may," "believe," "anticipate," "intend," "estimate," "expect," "project," the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. Such forward-looking statements are based on current information and expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward- looking statements should not be relied upon as representing the Company's views as of any subsequent date, and the Company does not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. You should not place undue reliance on these forward-looking statements. As a result of a number of known and unknown risks and uncertainties, actual results or performance may be materially different from those expressed or implied by these forward-looking statements.

Contact:

DILA Capital Acquisition Corp

Eduardo Clave

eduardo@dilacapital.com

(970) 393-2155

XML

Cover	Dec. 22, 2022
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 22, 2022
Entity File Number	001-40494
Entity Registrant Name	DILA Capital Acquisition Corp
Entity Central Index Key	0001843608
Entity Tax Identification Number	86-1396422
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	1395 Brickell Ave., Ste. 950
Entity Address, City or Town	Miami
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33131
City Area Code	786
Local Phone Number	785-1715
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Units, each consisting of one share of Class A Common Stock and one Warrant
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A Common Stock and one Warrant
Trading Symbol	DILAU
Security Exchange Name	NASDAQ
Class A Common Stock, par value $0.0001 per share
Document Information [Line Items]
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Trading Symbol	DILA
Security Exchange Name	NASDAQ
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50
Document Information [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50
Trading Symbol	DILAW
Security Exchange Name	NASDAQ