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 6, 2023~~ ~~(April~~May 610, 2023)

C5 Acquisition Corporation

(Exact name of registrant as specified in its charter)

Delaware

001-41205

86-3097106

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

1701 Pennsylvania Ave NW, Ste #460

Washington, DC 20006 DC

(Address of principal executive offices, including zip code)

(202) 452-9133

(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:

☐	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 Class A common stock and one-half of one redeemable public warrant	CXAC.U	New York Stock Exchange
Class A common stock, par value $0.0001 per share	CXAC	New York Stock Exchange
Public warrants, each whole public warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share	CXAC WS	New York Stock Exchange

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 51.0301 ~~Amendments~~Entry tointo ~~Articles~~a ofMaterial ~~Incorporation~~Definitive ~~or Bylaws; Change in Fiscal Year~~Agreement.

AtOn ~~the~~May ~~special~~10, ~~meeting~~2023, ~~of the stockholders of~~ C5 ~~Acquisition~~Sponsor ~~Corporation~~ LLC (the “~~Company~~Sponsor”) agreed ~~held~~to onmake ~~April~~monthly 6,deposits ~~2023~~directly to the trust account (the “~~Special~~Trust ~~Meeting~~Account”), ~~stockholders~~ of ~~the~~C5 ~~Company~~Acquisition ~~approved~~Corporation ~~an amendment to~~ (the “Company’s”) ~~amended~~in ~~and~~the ~~restated~~amount ~~certificate~~ of ~~incorporation~~$320,000 (~~the~~each deposit, a “~~Charter~~Contribution”) tofollowing ~~extend~~the approval of the ~~date~~Charter byAmendment ~~which~~(as ~~the~~defined ~~Company has~~below) toon ~~consummate~~the aterms ~~business~~described ~~combination~~below. ~~from~~Such ~~April~~Contributions ~~11,~~will ~~2023~~be made pursuant to ~~December~~a 31non-interest bearing, unsecured ~~2023~~promissory note (orthe ~~such~~“Promissory ~~earlier~~Note”) ~~date~~issued ~~as determined~~ by the Company~~’s board~~ ofto ~~directors) (~~the ~~“Charter Amendment”)~~Sponsor.

~~The~~As previously disclosed, at the special meeting of the Company ~~filed~~held on April 6, 2023, the ~~Charter~~Company’s ~~Amendment~~stockholders ~~with~~approved an amendment to the ~~Secretary~~Company’s ofamended ~~State~~and restated certificate of incorporation (the ~~State~~“Certificate of ~~Delaware~~Incorporation”) onto ~~April~~extend 6,the ~~2023.~~date ~~The~~by ~~foregoing~~which ~~description~~the ofCompany must consummate an initial business combination (the ~~Charter~~“Business ~~Amendment~~Combination”) ~~does~~from ~~not~~April ~~purport~~11, 2023 to beDecember ~~complete~~31, ~~and~~2023 is(the ~~qualified~~“Charter inAmendment”). ~~its~~The ~~entirety~~Company byfiled ~~reference~~the toCharter ~~Exhibit~~Amendment ~~3.1~~with ~~which~~the isSecretary ~~incorporated~~of ~~herein~~State byof ~~reference~~the State of Delaware on April 6, 2023.

~~Item~~Each ~~5.07~~Contribution ~~Submission~~will be paid monthly beginning on May 11, 2023 and thereafter on the eleventh day of ~~Matters~~each month (or if such eleventh day is not a business day, on the business day immediately preceding such eleventh day) until the earliest to occur of (i) the consummation of the Business Combination, (ii) December 11, 2023 and (iii) if a ~~Vote~~Business Combination is not consummated, the date of ~~Security~~liquidation ~~Holders~~of the Trust Account, as determined in the sole discretion of the Company’s board of directors. The Promissory Note will mature on the earlier of (1) the date the Company consummates a Business Combination and (2) the date that the winding up of the Company is effective (such date, the “Maturity Date”). The Promissory Note will not bear any interest, and will be repayable by the Company to the Sponsor upon the Maturity Date. The Maturity Date may be accelerated upon the occurrence of an “Event of Default” (as defined in the Promissory Note). Any outstanding principal under the Promissory Note may be prepaid at any time by the Company, at its election and without penalty.

AtThe ~~the~~foregoing ~~Special~~description ~~Meeting, a total~~ of ~~27,713,888~~the ~~(77.12%) shares of~~Promissory ~~the~~Note ~~Company’s~~does ~~issued~~not ~~and~~purport ~~outstanding~~to ~~common~~be ~~stock~~complete ~~(the~~and ~~“Common~~is ~~Stock”)~~qualified ~~held~~in ofits ~~record~~entirety atby the ~~close~~terms and conditions of ~~business~~the onPromissory ~~March 10~~Note, ~~2023,~~a ~~the~~copy ~~record~~of ~~date~~which is ~~for~~attached ~~the~~hereto ~~Special~~as ~~Meeting,~~Exhibit ~~were~~10.1 ~~represented~~and byincorporated ~~proxy,~~herein ~~which~~by ~~constituted a quorum~~reference.

The ~~stockholders~~funds ~~of the Company (the “Stockholders”) voted on the proposal to adopt the Charter Amendment, which is described~~ in ~~more detail in~~ the ~~definitive~~Trust ~~proxy~~Account ~~statement~~are ~~of the Company~~currently ~~filed~~held ~~with~~in ~~the~~an ~~Securities~~interest ~~and~~bearing ~~Exchange~~demand ~~Commission~~deposit ~~(the “SEC”) on March 16, 2023 (the “Proxy Statement”)~~account.

~~The~~Item ~~final~~2.03 ~~voting~~Creation ~~results~~of ~~for~~a ~~the~~Direct ~~Charter~~Financial ~~Amendment~~Obligation ~~were~~or asan ~~follows:~~Obligation under an Off-Balance Sheet Arrangement of a Registrant.

For		Against		Abstain
27,069,195		589,801		54,892

The information disclosed under Item 1.01 of this Current Report on Form 8-K (this “Current Report”) is incorporated by reference into this Item 2.03 to the extent required herein.

As there were sufficient votes to approve the Charter Amendment, the “Adjournment Proposal” described in the Proxy Statement was not presented to the Stockholders.

The Company filed the Charter Amendment with the Secretary of State of the State of Delaware on April 6, 2023.

Item 8.01

Other Events.

The information disclosed under Item 51.0301 ~~and Item 5.07~~ of ~~this~~ this Current Report is incorporated by reference into this Item 8.01 to the extent required herein.

~~Sponsor~~Forward-Looking ~~Contribution to the Trust Account~~Statements

AsThis ~~previously~~Current ~~announced~~Report includes, and oral statements made from time to time by representatives of the Company ormay C5include, ~~Sponsor~~forward-looking ~~LLC~~statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “~~Sponsor~~Securities Act”) ~~will~~, ~~make~~and ~~monthly~~Section ~~deposits~~21E ~~directly~~of to the ~~Company’s~~Securities ~~trust~~Exchange ~~account~~Act of 1934, as amended (the “~~Trust~~Exchange ~~Account~~Act”). inThe Company has based these forward-looking statements on its current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about the ~~amount~~Company ofthat ~~$320~~may cause the Company’s actual results,~~000~~ ~~(each~~levels ~~deposit~~of activity, aperformance ~~“Contribution”)~~or ~~following~~achievements ~~the~~to ~~approval~~be materially ~~and~~different ~~implementation~~from any future results, levels of ~~the~~activity, ~~Charter~~performance ~~Amendment.~~or ~~Such~~achievements ~~Contributions~~expressed or implied by ~~the~~such ~~Sponsor~~forward-looking ~~will~~statements. In besome ~~made~~cases, ~~pursuant~~you tocan aidentify ~~non~~forward-~~interest~~looking ~~bearing~~statements by terminology such as “will,” “may,” “should,” ~~unsecured~~“could,” ~~promissory~~“would,” ~~note~~“expect,” ~~(the~~“plan,” “~~Promissory~~anticipate,” ~~Note~~“believe,”) ~~issued~~“estimate,” “continue,” by“goal,” ~~the~~“target,” ~~Company~~“outlook,” to“allow,” “intend” or the ~~Sponsor~~negative of such terms or other similar expressions. Such statements include, but are not limited to, possible business combinations

~~Each~~and ~~Contribution~~the ~~will~~financing ~~be paid monthly beginning on April 11~~thereof, ~~2023~~ and ~~thereafter~~related onmatters, ~~the~~as ~~eleventh~~well ~~day~~as ofall ~~each~~other ~~month~~statements ~~(or~~other ifthan ~~such~~statements ~~eleventh~~of ~~day~~historical isfact ~~not~~included ain ~~business day,~~this onCurrent ~~the~~Report. ~~business~~Factors ~~day~~that ~~immediately~~might ~~preceding~~cause ~~such~~or ~~eleventh~~contribute ~~day) until the earliest~~ to ~~occur~~such ~~of (i) the consummation of~~ a ~~business~~discrepancy ~~combination~~include, ~~(ii)~~ ~~December~~but ~~11,~~are ~~2023 and (iii) if a business combination is~~ not ~~consummated,~~limited ~~the date of liquidation of the Trust Account~~to, asthose ~~determined~~ described in the ~~sole discretion of the~~ Company’s other ~~board~~SEC ~~of directors~~filings. ~~The~~Forward-looking ~~Promissory~~statements ~~Note~~in ~~will~~this ~~mature~~Current onReport ~~the~~may ~~earlier~~include, offor ~~(1)~~example, ~~the~~statements ~~date~~about the Company’s ability ~~consummates~~to complete a ~~business~~Business ~~combination~~Combination; ~~and (2)~~ the ~~date~~anticipated ~~that~~benefits of the ~~winding~~Business upCombination; of the ~~Company~~interest israte ~~effective~~earned ~~(such~~on ~~date,~~ the ~~“Maturity~~Trust ~~Date”).The~~Account ~~Promissory~~funds ~~Note~~held ~~will~~in ~~not~~the ~~bear~~demand ~~any~~deposit ~~interest,~~account; ~~and~~Contributions ~~will be repayable~~ by the ~~Company to the~~ Sponsor; ~~upon~~and ~~the~~any ~~Maturity~~excise ~~Date.~~tax ~~The~~that ~~Maturity Date~~ may be ~~accelerated~~imposed ~~upon~~under the ~~occurrence~~Inflation ofReduction Act ~~an “Event~~ of ~~Default”~~2022 ~~(as defined~~ in ~~the~~connection ~~Promissory~~with ~~Note).~~redemptions ~~Any~~of ~~outstanding principal under~~ the ~~Promissory~~Class ~~Note~~A ~~may~~common ~~be prepaid at any time by the Company, at its election and without penalty~~stock.

The ~~foregoing~~forward-looking ~~description~~statements ofcontained in this Current Report are based on the ~~Promissory~~Company’s ~~Note~~current ~~does~~expectations ~~not~~and ~~purport~~beliefs concerning future developments and their potential effects on the Company. There can be no assurance that future developments affecting the Company will be those that the Company has anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the Company’s control) or other assumptions that may cause actual results or performance to be ~~complete~~materially different from those expressed or implied by these forward-looking statements. These risks and isuncertainties ~~qualified~~include, but are not limited to, those factors described under the section titled “Risk Factors” in ~~its~~the ~~entirety~~Proxy byStatement and in the ~~terms~~Company’s most recent Annual Report on Form 10-K and ~~conditions~~in its subsequent Quarterly Reports on Form 10-Q. Should one or more of these risks or uncertainties materialize, or should any of the ~~Promissory~~Company’s ~~Note~~assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

~~Redemptions~~Item 9.01 Financial Statements and Exhibits

In(d) connection with the vote to approve the Charter Amendment, holders of 19,455,692 shares of Class A common stock exercised their right to redeem their shares for cash at a redemption price of approximately $10.42 per share, for an aggregate redemption amount of approximately $202.7 million. As a result, approximately $202.7 million will be removed from the Trust Account to redeem such shares and 9,294,308 shares of Class A common stock will remain outstanding after the redemption has been effected. Upon payment of the redemption, approximately $96.9 million will remain in the Trust Account prior to any deposits made by the Sponsor to the Company’s trust account pursuant to the Promissory Note.Exhibits

Item 9.01. Financial Statements and Exhibits.

Exhibit

Number

Title

10.1

Promissory Note, dated as of May 10, 2023, by and between C5 Acquisition Corporation and C5 Sponsor LLC.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

(d) Exhibits:

Exhibit No.	Description of Exhibit
3.1	Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation
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~~Current Report to be signed on its behalf by the undersigned hereunto duly authorized.

	C5 ACQUISITION CORPORATION
Date: April 6, 2023	By:	/s/ David Glickman
Dated: May 16, 2023	By:	/s/ David Glickman
		Name:	David Glickman
		Title:	Chief Financial Officer

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