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): April 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) | | (IRS Employer
Identification No.) |
2093 Philadelphia Pike #1968
Claymont, DE 19703
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (650) 560-4753
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 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 |
| Subunits included as part of the units, each consisting of one share of common stock, $.0001 par value, and one-half of one warrant | | ACKIT | | The Nasdaq 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 (§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 27, 2022, Ackrell SPAC Partners I Co. (the “Company”) issued an unsecured promissory note (the “Note”) in the principal amount of $385,000 to North Atlantic Imports, LLC (“NAI”), a Utah limited liability company d/b/a Blackstone Products. NAI, entered into a business combination agreement with the Company, among others, on December 22, 2021. The Note is non-interest bearing and payable in cash upon the closing of the Company’s initial business combination. In the event that the Company fails to complete an initial business combination prior to the deadline set forth in its governing document, no payment will be due under the Note and the principal balance of this Note will be forgiven. The proceeds of this Note will be used as working capital to fund the continued operations of the Company.
A copy of the Note is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The disclosure set forth in this Item 2.03 is intended to be a summary only and is qualified in its entirety by reference to the Note.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| * | Exhibit A to this exhibit has been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The Company hereby agrees to furnish a copy of the omitted exhibit to the SEC upon request. |
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.
| | ACKRELL SPAC PARTNERS I CO. |
| | | |
| Date: May 3, 2022 | By: | /s/ Long Long |
| | | Name: | Long Long |
| | | Title: | Chief Financial Officer |
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