Accretion Acquisition (ENER) 8-KEntry into a Material Definitive Agreement

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): October 20, 2023 (October 19, 2023)

ACCRETION ACQUISITION CORP.

(Exact Name of Registrant as Specified in Charter)

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):

Securities registered pursuant to Section 12(b) of the Act:

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. ¨

On October 19, 2023, Accretion Acquisition Corp. (the “Company”) issued an unsecured promissory note (the “Note”) to Accretion Acquisition Sponsor, LLC (the “Sponsor”) in the principal amount of $80,000 in connection with the Extension (as defined below).

The Note bears no interest and is due and payable upon the earlier of (a) the liquidation of the Company and (b) the closing date on which the Company consummates a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities (an “Initial Business Combination”). If an Initial Business Combination is not consummated, the Note will not be repaid and all amounts owed thereunder will be forgiven except to the extent that the Company has funds available to it outside of its trust account established in connection with its initial public offering. The issuance of the Note was exempt pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.

The foregoing description of the Note is qualified in its entirety by reference to the full text of the Note, a copy of which is attached as Exhibit 10.1 hereto and is incorporated by reference herein.

The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.

As previously disclosed in the Current Report on Form 8-K filed by the Company on April 21, 2023 with the Securities and Exchange Commission, at a special meeting of the stockholders of the Company held on April 14, 2023, the stockholders approved an amendment to the amended and restated certificate of incorporation of the Company. The amendment provided that the date by which the Company would be required to consummate a business combination may be extended from July 25, 2023 for up to five successive periods of one month each (provided that any such extension may not be to a date later than December 25, 2023), as may be determined by the Board of Directors of the Company (the “Board”).

Pursuant to the foregoing amendment, the Board has approved an extension (the “Extension”) of the date by which the Company would be required to consummate a business combination to November 25, 2023.

(d) 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: October 20, 2023