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): February 28, 2022
C5 Acquisition Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 001-41205 | 86-3097106 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
1701 Pennsylvania Ave NW, Ste #460
Washington, D.C. 20006
(Address of principal executive offices, including zip code)
(202) 452-9133
(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 share of Class A common stock and one-half of one redeemable public warrant | CXAC.U | New York Stock Exchange | ||
| Class A common stock, par value $0.0001 per share | CXAC | New York Stock Exchange | ||
| Public warrants, each whole public warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share | CXAC 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 February 25, 2022, C5 Acquisition Corporation (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 shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and public warrants (the “Public Warrants”) comprising the Units commencing on or about February 28, 2022. Each Unit consists of one share of Class A Common Stock and one-half of one redeemable Public Warrant to purchase one share of Class A Common Stock. Any Units not separated will continue to trade on the New York Stock Exchange under the symbol “CXAC.U,” and the Class A Common Stock and Public Warrants that are separated will trade on the New York Stock Exchange under the symbols “CXAC” and “CXAC WS,” 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 shares of Class A Common Stock and Public Warrants.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Press Release, dated February 25, 2022. | |
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.
| C5 ACQUISITION CORPORATION | ||||||||
| Date: February 28, 2022 | By: | /s/ David Glickman | ||||||
| Name: | David Glickman | |||||||
| Title: | Chief Business Development Officer and Chief Financial Officer | |||||||
3
Exhibit 99.1
C5 Acquisition Corporation Announces the Separate Trading of its Class A Common Stock and Warrants, Commencing February 28, 2022
NEW YORK, February 25, 2022 /Business Wire/ — C5 Acquisition Corporation (the “Company”) announced that, commencing on February 28, 2022, holders of the units sold in the Company’s initial public offering of 28,750,000 units may elect to separately trade the shares of Class A common stock and public warrants included in the units. Shares of Class A common stock and public warrants that are separated will trade on the New York Stock Exchange under the symbols “CXAC” and “CXAC WS,” respectively. Those units not separated will continue to trade on the New York Stock Exchange under the symbol “CXAC.U.” 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 shares of Class A common stock and public warrants.
A registration statement relating to these securities was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on January 6, 2022. Cantor Fitzgerald & Co. and Moelis & Company LLC acted as the joint book-running managers of the offering. 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 C5 Acquisition Corporation
The Company is led by CEO Robert Meyerson, former president of Blue Origin. Steve Demetriou, Chair and CEO of Jacobs Engineering (NYSE:J), is the company’s Non-Executive Chair of the Board of Directors. The Company is a newly organized blank check company incorporated as a Delaware corporation for the purpose of effecting a merger, consolidation, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or companies. While the Company may pursue an initial business combination with any company in any industry, the Company intends to focus on businesses at the leading edge of national security innovation in three key sectors: Space, Cybersecurity and Energy Transition.
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.
Contact:
C5 Acquisition Corporation
David Glickman
info@c5acquisitions.com