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): August 27, 2022
ACKRELL SPAC PARTNERS I CO.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-39821 | 83-3237047 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
2093 Philadelphia Pike #1968
Claymont, DE 19703
(Address of Principal Executive Offices and Zip Code)
Registrant’s telephone number, including area code: (650) 560-4753
(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-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 subunit and one-half of one warrant | ACKIU | The Nasdaq Stock Market LLC | ||
| The Stock Market LLC | ||||
| Redeemable warrants | ACKIW | 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 1.02 Termination of Material Definitive Agreement
Ackrell SPAC Partners I Co., a Delaware corporation and a special purpose acquisition company (the “Company”), received on August 27, 2022, a notice from North Atlantic Imports, LLC (“NAI”) purporting to unilaterally terminate the Business Combination Agreement dated as of December 22, 2021 by and between the Company, NAI, Ackrell Merger Sub Inc., Roger Dahle, and North Atlantic Imports, Inc. (the “BCA”).
Item 7.01 Regulation FD Disclosure.
On August 31, 2022, the Company issued a press release announcing the termination of the BCA by NAI, the immediate liquidation of the trust account and redemption of all of the subunits that were included in the units issued in its initial public offering (the “Public Subunits”), and efforts to satisfy its obligations to its creditors. The press release is attached hereto as Exhibit 99.1.
The foregoing (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. The following exhibits are filed with this Form 8-K: |
Exhibit No. | Description of Exhibits | |
| 99.1 | Press Release, dated August 31, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
SIGNATURES
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: August 31, 2022
| ACKRELL SPAC PARTNERS I CO. | ||
| By: | /s/ Stephen N. Cannon | |
| Stephen N. Cannon | ||
| Chief Operating Officer | ||
2
