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): November 8, 2021
ACCRETION ACQUISITION CORP.
(Exact Name of Registrant as Specified in Charter)
| Delaware | | 001-40940 | | 86-2332228 |
(State or Other Jurisdiction
of Incorporation) | | (Commission File Number) | | (IRS Employer
Identification No.) |
240 Saint Paul, Suite 502
Denver, Colorado 80206
(Address of Principal Executive Offices) (Zip Code)
(720) 328-5070
(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 (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 Symbol(s) | | Name of each exchange on
which registered |
| Units, each consisting of one share of common stock, one right entitling the holder to receive one-tenth of one share of common stock upon the consummation of an initial business combination, and one-half of one redeemable warrant | | ENERU | | The Nasdaq Stock Market LLC |
| | | | | |
| Common Stock, par value $0.001 per share | | ENER | | The Nasdaq Stock Market LLC |
| | | | | |
| Rights, each right entitling the holder to receive one-tenth of one share of common stock upon the consummation of an initial business combination | | ENERR | | The Nasdaq Stock Market LLC |
| | | | | |
| Redeemable warrants, exercisable for shares of common stock at an exercise price of $11.50 per share | | ENERW | | 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 x
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. ¨
As previously disclosed, following the consummation of the initial public offering (the “IPO”) of Accretion Acquisition Corp. (the “Company”), the underwriters exercised their over-allotment option to purchase an additional 2,700,000 Units. Each Unit consists of one share of common stock, $0.001 par value (“Common Stock”), of the Company, one right entitling the holder to receive one-tenth of one share of Common Stock upon the consummation of an initial business combination, and one-half of one redeemable warrant, with each whole warrant entitling the holder to purchase one share of Common Stock at a price of $11.50 per share. In connection with the exercise of the full over-allotment option, Accretion Acquisition Sponsor, LLC (the “Sponsor”) purchased an additional 810,000 warrants (the “Private Placement Warrants”) at a purchase price of $1.00 per Private Placement Warrant. The closing of the sale of the additional Units and Private Placement Warrants pursuant to the underwriters’ exercise of their over-allotment option occurred on October 28, 2021.
An unaudited pro forma balance sheet as of October 29, 2021 of the Company reflecting receipt of the net proceeds upon the closing of the sale of the additional Units and Private Placement Warrants pursuant to the underwriters’ exercise of their over-allotment option has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K
| Item 9.01. | Financial Statement 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.
Dated: November 8, 2021
| | ACCRETION ACQUISITION CORP. |
| | | |
| | By: | /s/ Brad Morse |
| | | Name: | Brad Morse |
| | | Title: | Chief Executive Officer |
