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): September 3, 2021

Waverley Capital Acquisition Corp. 1

(Exact name of registrant as specified in its charter)

Cayman Islands	001-40748	98-1586578
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

535 Ramona Street, Suite #8

Palo Alto, CA 94301

(Address of principal executive offices, including zip code)

(650) 308-9907

(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:

☐ 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-commencements 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-third of one redeemable public warrant	WAVCU	New York Stock Exchange
Class A ordinary share, $0.0001 par value	WAVC	New York Stock Exchange
Warrants, each whole public warrant exercisable for one Class A ordinary share, at an exercise price of $11.50 per share	WAVCW	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.

As previously reported, on August 24, 2021, Waverley Capital Acquisition Corp. 1 (the “Company”) consummated its initial public offering (the “IPO”) of 20,000,000 units (the “Units”). Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Share”), and one-third of one redeemable warrant of the Company (each whole warrant, a “Public Warrant”), with each whole Public Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $200,000,000. The Company granted the underwriters a 45-day over-allotment option to purchase up to an additional 3,000,000 Units (“Over-Allotment Units”).

As previously reported, simultaneously with the closing of the IPO, the Company completed the private sale (the “Private Placement”) of an aggregate of 4,666,667 private placement warrants (the “Private Placement Warrants”) to WCAC1 Sponsor LLC at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds to the Company of $7,000,000.

On September 3, 2021, the Company consummated the sale of 1,487,039 Over-Allotment Units pursuant to the underwriters’ exercise of their over-allotment option. Such Over-Allotment Units were sold at $10.00 per Unit, generating gross proceeds of $14,870,390. Substantially concurrently with the closing of the sale of the Over-Allotment Units, the Company consummated the private sale of an additional 198,272 Private Placement Warrants at a purchase price of $1.50 per Private Placement Warrant to the Sponsor, generating gross proceeds of $297,408. Following the closing of the over-allotment option and sale of additional Private Placement Warrants (together, the “Over-Allotment Closing”), a total of $214,870,390, including $7,520,462 of the underwriters’ deferred discount, was held in a U.S.-based trust account with Continental Stock Transfer & Trust Company acting as trustee.

An audited balance sheet as of August 24, 2021, reflecting receipt of the proceeds upon the consummation of the IPO and the Private Placement has been issued by the Company and previously filed as Exhibit 99.1 to a Current Report on Form 8-K on August 30, 2021. The Company’s unaudited pro forma balance sheet as of August 24, 2021, adjusted for the Over-Allotment Closing on September 3, 2021, is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statement and Exhibits.

(d) Exhibits.

The following exhibits are filed with this Form 8-K:

EXHIBIT INDEX

Exhibit No.	Description
99.1	Unaudited Pro Forma Balance Sheet as of August 24, 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.

	WAVERLEY CAPITAL ACQUISITION CORP. 1
Date: September 9, 2021	By:	/s/ Alan Henricks
		Name:	Alan Henricks
		Title:	Chief Financial Officer

EX-99.1

Exhibit 99.1

Waverley Capital Acquisition Corp. 1

PRO FORMA BALANCE SHEET

	Actual as August 24, 2021			Pro Forma Adjustments					As Adjusted
				(Unaudited)					(Unaudited)
ASSETS
Current assets:
Cash	$	2,621,543		$	—				$	2,621,543
Prepaid expenses		19,200			—					19,200
Total current assets		2,640,743			—					2,640,743
Cash held in Trust Account		200,000,000			14,870,390		(a	)		214,572,982
					(297,408	)	(b	)
Total Assets	$	202,640,743		$	14,572,982				$	217,213,725
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accrued expenses	$	12,109		$	—				$	12,109
Accrued offering costs		53,086			—					53,086
Advances from related party		15,245			—					15,245
Note payable - Sponsor		170,000			—					170,000
Total current liabilities		250,440			—					250,440
Deferred underwriting commissions		7,000,000			520,462					7,520,462
Total liabilities		7,250,440			520,462					7,770,902
COMMITMENTS AND CONTINGENCIES
Class A ordinary shares subject to possible redemption; 19,039,030 and 20,444,282 shares (at $10.00 per share), actual and adjusted		190,390,300			14,052,520		(c	)		204,442,820
Shareholders’ Equity:
Preferred shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding		—			—					—
Class A ordinary shares, $0.0001 par value, 500,000,000 shares authorized, 960,970 and 1,041,716 shares issued and outstanding (excluding 19,039,030 and 20,442,282 shares subject to possible redemption), actual and adjusted		96			149		(a	)		104
					(141	)	(c	)
Class B ordinary shares, $0.0001 par value, 50,000,000 shares authorized, 5,750,000 and shares issued and outstanding, actual and adjusted (1)		575			—					575
Additional paid-in capital		5,019,606			14,870,241		(a	)		5,019,598
					(297,408	)	(b	)
					(520,462	)	(b	)
					(14,052,379	)	(c	)
Accumulated deficit		(20,274	)		—					(20,274	)
Total Shareholders’ Equity		5,000,003			—					5,000,003
Total Liabilities and Shareholders’ Equity	$	202,640,743		$	14,572,982				$	217,213,725

(1) Includes up to 371,760 shares subject to forfeiture as a result of the underwriters’ election to partially exercise their over-allotment option.

Waverley Capital Acquisition Corp. 1

Note to Pro Forma Financial Statement

(unaudited)

NOTE 1 - CLOSING OF OVERALLOTMENT OPTION AND ADDITIONAL PRIVATE PLACEMENT

The accompanying unaudited Pro Forma Financial Statement presents the Balance Sheet of Waverly Capital Acquisition Corporation 1 (the “Company”) as of August 24, 2021, adjusted for the closing of the underwriters’ overallotment option and related transactions which occurred on September 3, 2021 as described below.

On September 3, 2021, the Company consummated the closing of the sale of 1,487,039 additional units of the Company’s Class A ordinary shares, $0.0001 par value at a price of $10.00 per unit (the “Units”) upon receiving notice of the underwriters’ election to partially exercise their overallotment option (“Overallotment Units”), generating additional gross proceeds of $14,870,390 and incurred additional offering costs of $817,870 in underwriting fees. Each Unit consists of one share of the Company’s Class A ordinary share, $0.0001 par value, and one-third of one warrant (each, a “Warrant” and, collectively, the “Warrants”). Each whole Warrant entitles the holder to purchase one share of Class A ordinary share at a price of $11.50 per share. Simultaneously with the exercise of the overallotment, the Company consummated the Private Placement of an additional 198,272 Private Placement Warrants to WCAC1 Sponsor LLC, a Cayman Islands limited partnership (the “Sponsor”), generating gross proceeds of $297,408.

Pro forma adjustments to reflect the exercise of the underwriters’ overallotment option are as follows:

	Pro forma entry
a.	Cash held in Trust Account	14,870,390
	Class A ordinary shares		149
	Additional paid-in capital		14,870,241
	To record sale of 1,487,039 Overallotment Units at $10.00 per Unit and additional proceeds from sale of 198,272 private warrants.
b.	Additional paid-in capital	297,408
	Cash held in Trust Account		297,408
	Additional paid-in capital	520,462
	Deferred underwriting commissions		520,462
	To record payment of cash underwriting fee and deferred fee on overallotment option.
c.	Class A common stock	141
	Additional paid-in capital	14,052,379
	Class A common stock subject to conversion		14,052,520
	To restore total equity above $5,000,001.

F-2