UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): April 25, 2023
Appreciate Holdings, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | | 001-39758 | | 83-2426917 |
(State or other jurisdiction
of incorporation) | | (Commission File Number) | | (I.R.S. Employer
Identification No.) |
6101 Baker Road, Suite 200 Minnetonka, MN | | 55345 |
| (Address of principal executive offices) | | (Zip Code) |
(952) 470-8888
(Registrant’s telephone number, including area code)
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 (see General Instruction A.2. below):
| ☐ | 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 Symbols | | Name of each exchange on which registered |
| Class A Common Stock, par value $0.0001 per share | | SFR | | The Nasdaq Stock Market LLC |
| Warrants to purchase Class A Common Stock, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share | | SFRWW | | 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 ☒
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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
On April 25, 2023, the Company received a purported notice from Vellar Opportunity Fund SPV LLC that purports to trigger maturity consideration under the previously disclosed Forward Purchase Agreement entered into in November 2022. The amount of the maturity consideration demanded is $6,000,000 if paid in cash. The notice also specifies an alternative number of newly issued shares which amount varies depending on whether they are registered or not. Appreciate Holdings, Inc. disputes the validity and effect of the notice. The full text of the notice is set forth in Exhibit 99.1 which is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
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.
| | Appreciate Holdings, Inc. |
| | |
| Date: May 1, 2023 | By: | /s/ Christopher Laurence |
| | Name: Title: | Christopher Laurence
Chief Executive Officer |
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