UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

~~SECURITIES AND EXCHANGE COMMISSION~~___________________

Washington, D.C. 20549

FORM 8-K

~~CURRENT REPORT~~___________________

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

~~OF THE SECURITIES EXCHANGE ACT OF 1934~~___________________

Date of Report (Date of earliest event reported): August ~~November 15~~23, ~~2021~~2023

Waverley Capital Acquisition Corp. 1

(Exact name of registrant as specified in its charter)

Cayman Islands		001-40748		98-1586578
(State or other jurisdictionof incorporation)		(CommissionFile Number)		(I.R.S. EmployerIdentification No.)

___________________

1330 Avenue of the Americas 7th Floor New York, NY 10019 (Address of principal executive offices, including zip code)

Cayman Islands	001-40748	98-1586578
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

535 Ramona Street, Suite #8
Palo Alto, CA 94301

(Address of principal executive offices, including zip code)

(650) 308-9907

(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 communication 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-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐ 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	~~TradingSymbol~~Trading Symbol(s)	Name of each ~~exchangeon~~exchange on which registered
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable public warrant	WAVCU	New York Stock Exchange
Class A ordinary shares, $0.0001 par value	WAVC	New York Stock Exchange
Class A ordinary share, $0.0001 par value	WAVC	New York Stock Exchange
Warrants, each whole public warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share	WAVCW	New York Stock Exchange
Warrants, each whole public warrant exercisable for one Class A ordinary share, at an exercise price of $11.50 per share	WAVCW	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 4 8.~~02.~~01 ~~Non-Reliance~~Other ~~on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review~~Events.

~~(a)~~On InAugust ~~connection~~23, ~~with~~2023, ~~the preparation of the financial statements of~~ Waverley Capital Acquisition Corp. 1, ~~a Cayman Islands exempted company~~ (the “Company”), asissued ofa ~~and~~press ~~for~~release ~~the~~announcing ~~three~~it ~~months~~will ~~ended~~redeem ~~September 30,~~all ~~2021, the Company’s management became aware~~ of informal communications between the staff of the Securities and Exchange Commission and certain other registrants and their independent registered public accounting firms. Once aware of these communications, the Company’s management re-evaluated the Company’s application of Accounting Standards Codification Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”) to its ~~accounting~~outstanding ~~classification of the redeemable~~ Class A ordinary shares, par value $0.0001 ~~per share~~, ofeffective ~~the Company (the “Public Shares”) issued~~ as ~~part~~ of ~~the~~September ~~units~~8, ~~sold~~2023, inbecause the Company’s ~~initial~~will ~~public~~not ~~offering~~consummate ~~(the~~an ~~“Initial~~initial ~~Public~~business ~~Offering”).~~combination ~~The~~within ~~Company had previously classified a portion of~~ the ~~Public~~time ~~Shares~~period required inby ~~permanent~~its ~~equity because, although the Company did not specify a maximum redemption threshold, the Company’s~~ amended and restated memorandum and articles of association ~~provides that the Company will not redeem the Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001~~. ~~Based~~ onA ~~such~~copy ~~re-evaluation, the Company’s management determined that, in accordance with ASC 480, redemption provisions not solely within the control~~ of the ~~Company~~press ~~would~~release ~~require~~is ~~ordinary~~attached ~~shares~~hereto ~~subject~~as toExhibit 99.1 ~~redemption to be classified outside of permanent equity~~ and ~~therefore~~is ~~all~~incorporated ofherein ~~the~~by ~~Public Shares subject to redemption should be classified outside of permanent equity~~reference.

OnItem ~~November 15,~~9.01 ~~2021,~~Financial ~~the~~Statements ~~Company’s management~~ and the audit committee of the Company’s board of directors (the “Audit Committee”), after consultation with Marcum LLP (“Marcum”), the Company’s independent registered public accounting firm, concluded that the Company’s previously issued audited balance sheet as of August 24, 2021, filed with the SEC on August 30, 2021 should be restated to classify all of the Public Shares as temporary equity and should no longer be relied uponExhibits. As a result, the Company has restated its financial statements in the Company’s Quarterly Report on Form 10-Q for the three months ended September 30, 2021 filed with the SEC on November 15, 2021 (the “Q3 Form 10-Q”), as described therein.

~~The~~(d) ~~Company does not expect any of the above changes will have any impact on its cash position and cash held in the trust account established in connection with the Initial Public Offering~~Exhibits.

~~The~~EXHIBIT Company’s management has concluded that, in light of the classification error described above, a material weakness exists in the Company’s internal control over financial reporting and that the Company’s disclosure controls and procedures were not effective. The Company’s remediation plan with respect to such material weakness is described in more detail in the Q3 Form 10-Q. INDEX

The Audit Committee and the Company’s management have discussed the matters disclosed in this Current Report on Form 8-K with Marcum, the Company’s independent registered public accounting firm.

Exhibit

No.

Description

99.1

Press Release, dated August 23, 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, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	WAVERLEY CAPITAL ACQUISITION CORP. 1			~~WAVERLEY CAPITAL ACQUISITION CORP. 1~~
Date: November 19, 2021
Date: August 23, 2023	By:	/s/ Alan Henricks
				By:	/s/ Alan Henricks
		Name:	Alan Henricks
					Name: Alan Henricks
		Title:	Chief Financial Officer
					Title: Chief Financial Officer

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