UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): November 8, 2023
ALSP ORCHID ACQUISITION CORPORATION I
(Exact Name of Registrant as Specified in Its Charter)
Cayman Islands | 001-41086 | N/A | ||
(State or Other Jurisdiction of Incorporation or Organization) | (Commission File Number) | (I.R.S. Employer Identification Number) |
2815 Eastlake Avenue East, Suite 300 Seattle, WA 98102 | 98102 | |
(Address of Principal Executive Offices) | (Zip Code) |
(Registrant’s telephone number, including area code): (206) 957-7300
N/A
(Former name or former address, if changed since last report)
☐ | 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 | Name of each exchange on which registered | ||
Units, each consisting of one share of Class A ordinary shares, $0.0001 par value, and on-half of one redeemable warrant | ALORU | The Nasdaq Stock Market LLC | ||
Class A ordinary shares included as part of the units | ALOR | The Nasdaq Stock Market LLC | ||
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | ALORW | 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 8.01 | Other Items. |
On November 8, 2023, ALSP Orchid Acquisition Corporation I., a Cayman Islands exempted company (the “Company”), issued a press release announcing that as of close of business on November 14, 2023 or as soon as possible thereafter, the publicly listed Class A ordinary shares included as part of the units will be deemed cancelled and will represent only the right to receive their pro-rata share in the Company’s trust account because the Company will not consummate an initial business combination within the time period required by its Amended and Restated Memorandum and Articles of Association.
The Company’s sponsor has agreed to waive its redemption rights with respect to (i) its outstanding Class B ordinary shares issued prior to the Company’s initial public offering and (ii) the Class A ordinary shares that form part of the units purchased by the Company’s sponsor in a private placement that occurred substantially simultaneously with the Company’s initial public offering. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless.
The Company will file a Form 25 with the Commission in order to delist the Company’s securities. The Company thereafter expects to file a Form 15 with the Commission to terminate the registration of the Company’s securities under the Securities Exchange Act of 1934, as amended.
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. | Financial Statements and Exhibits. |
Exhibit No. | Description | |
99.1 | Press release, dated November 8, 2023 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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, 2023 | ||||||
ALSP ORCHID ACQUISITION CORPORATION I | ||||||
By: | /s/ Thong Q. Le | |||||
Name: | Thong Q. Le | |||||
Title: | Chief Executive Officer |