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): October 12, 2021 (October 11, 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 communication 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-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 warrant exercisable for one Class A ordinary share, each 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. |
On October 8, 2021, Waverley Capital Acquisition Corp. 1 (the “Company”) issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that the holders of the Company’s units (the “Units”) may elect to separately trade the Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and public warrants (the “Public Warrants”) comprising the units commencing on or about October 11, 2021. Each Unit consists of one Class A Ordinary Share and one-third of one redeemable Public Warrant to purchase one Class A Ordinary Share. Any Units not separated will continue to trade on the New York Stock Exchange under the symbol “WAVCU,” and the Class A Ordinary Shares and Public Warrants that are separated will trade on the New York Stock Exchange under the symbols “WAVC” and “WAVCW,” respectively. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. Holders of the Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the Units into the Class A Ordinary Shares and Public Warrants.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Press Release, dated October 8, 2021. | |
2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| WAVERLEY ACQUISITION CORP. 1 | ||||||||
| Date: October 12, 2021 | By: | /s/ Alan Henricks | ||||||
| Name: | Alan Henricks | |||||||
| Title: | Chief Financial Officer | |||||||
3
Exhibit 99.1
Waverley Capital Acquisition Corp. 1 Announces the Separate
Trading of its Class A Ordinary Shares and Warrants,
Commencing October 11, 2021
NEW YORK — (BUSINESS WIRE) — Waverley Capital Acquisition Corp. 1 (the “Company”) announced today that holders of the units sold in the Company’s initial public offering may elect to separately trade the Class A ordinary shares and warrants included in the units commencing on or about October 11, 2021. Class A ordinary shares and warrants that are separated will trade on the New York Stock Exchange under the symbols “WAVC” and “WAVCW,” respectively. Those units not separated will continue to trade on the New York Stock Exchange under the symbol “WAVCU.” No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Holders of the units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the units into the Class A ordinary shares and warrants.
A registration statement relating to these securities was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on August 19, 2021. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities of the Company, nor shall there be any offer, solicitation or sale of any securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Waverley Acquisition Corp. 1
The Company is sponsored by WCAC1 Sponsor, LLC, an affiliate of Waverley Capital, L.P., and is led by Daniel V. Leff as the Chief Executive Officer and Edgar Bronfman, Jr. as chairman of the board of directors. The Company is a newly organized blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or business combination with one or more businesses or entities.
Cautionary Note Concerning Forward-Looking Statements
This press release includes, and oral statements made from time to time by representatives of the Company may include, “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. Statements regarding possible business combinations and the financing thereof, and related matters, as well as all other statements other than statements of historical fact included in this press release are forward-looking statements. When used in this press release, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions, as they relate to the Company or the Company’s management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of the Company’s management, as well as assumptions made by, and information currently available to, the Company’s management. Actual
results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the SEC. All subsequent written or oral forward-looking statements attributable to the Company or persons acting on the Company’s behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the “Risk Factors” section of the Company’s registration statement and final prospectus relating to the Company’s initial public offering filed with the SEC. Copies are available on the SEC’s website at www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by applicable law.
Contacts:
Alan Henricks, CFO
Waverley Capital Acquisition Corp. 1
info@waverleycorp1.com
www.waverleycorp1.com/investor-relations