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): ~~February~~March 826, 2021

Centricus Acquisition Corp.

(Exact name of registrant as specified in its charter)

Cayman Islands	001-39993	~~001-39993~~N/A	~~N/A~~
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(~~Commission~~I.R.S. ~~File~~Employer Identification Number)	~~(I.R.S. Employer Identification Number)~~
Byron House, 7-9 St. James’s Street London United Kingdom			SW1A 1EE
(Address of principal executive offices)			(Zip Code)

Byron House, 7-9 St. James’s Street

London

United Kingdom

SW1A 1EE

(Address of principal executive offices)

(Zip Code)

+44 (0) 20-7139-4500

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 toof 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 Securities Exchange Act of 1934:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-fourth of one redeemable warrant	CENHU	The Nasdaq Stock Market LLC
Class A ordinary shares included as part of the units	CENH	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	CENHW	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 or Rule 12b-2 of the Securities Exchange Act of 1934.

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. ¨

Item 8.01.

Other Events.

On ~~February~~March 826, 2021, Centricus Acquisition Corp. (the “Company”) ~~consummated~~announced ~~its~~that the holders of the Company’s units sold in the Company’s initial public offering (the “~~IPO~~Units”) may ofelect 34to separately trade the Class A ordinary shares,~~500,000~~ ~~units~~par value $0.0001 per share (the “~~Units~~Class A ordinary shares”), at anand ~~offering~~redeemable ~~price~~warrants ofincluded ~~$10.00~~in ~~per~~the ~~Unit~~Units commencing on March 29, ~~with~~2021. ~~each~~Each Unit ~~consisting~~consists of one Class A ordinary share and one-fourth of one redeemable warrant ofto purchase one Class A ordinary share. Any Units not separated will continue to trade on the ~~Company~~Nasdaq Capital Market (“Nasdaq”) under the symbol “~~Public~~CENHU”. ~~Warrants~~Any underlying Class A ordinary shares and warrants that are separated will trade on the Nasdaq under the symbols “CENH”) and “CENHW”, ~~which~~respectively. ~~includes~~No ~~the~~fractional ~~exercise~~warrants will inbe ~~full~~issued upon separation of the ~~underwriter’s option~~Units and only whole warrants will trade. Holders of Units will need to ~~purchase~~have antheir ~~additional~~brokers 4contact Continental Stock Transfer & Trust Company,~~500~~ the Company’s transfer agent,~~000~~ ~~Units~~in atorder to separate the ~~offering~~holders’ ~~price~~Units tointo Class ~~cover~~A ~~over-allotments~~ordinary shares and warrants.

~~Simultaneously~~A ~~with~~copy ~~the consummation~~ of the ~~IPO~~press ~~and~~release ~~the~~issued ~~issuance and~~by ~~sale of~~ the ~~Units, the~~ Company ~~consummated~~announcing the ~~private~~separate trading ~~placement~~ of ~~6,266,667~~the ~~Private~~securities ~~Placement~~underlying ~~Warrants (~~the ~~“Private Placement~~Units ~~Warrants”)~~is atattached ahereto ~~price~~as ofExhibit $99.1.~~50 per Private Placement Warrant, to Centricus Heritage LLC (the “Sponsor”), generating total proceeds of $9,400,000.~~

~~The~~Item net proceeds from the IPO together with certain of the proceeds from the Private Placement, $345,000,000 in the aggregate (the “Offering Proceeds”), were placed in a trust account established for the benefit of the Company’s public shareholders and the underwriters of the IPO with Continental Stock Transfer & Trust Company acting as trustee9.01. ~~Except~~Financial ~~for~~Statements the withdrawal from interest earned on the Offering Proceeds in the trust account that may be released to pay income taxes, if any, none of the funds held in the trust account will be released until the earlier of (1) the completion of the Company’s initial business combination; (2) the redemption of any public shares properly submitted in connection with a shareholder vote to amend the Company’s Amended and Restated Memorandum and Articles of Association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial business combination or to redeem 100% of the Company’s public shares if the Company does not complete its initial business combination within 24 months from the closing of the IPO or such longer period as is approved by the Company’s shareholders (an “Extension Period”), subject to applicable law, or (B) with respect to any other provisions relating to the rights of holders of the Company’s Class A ordinary shares; and (3) the redemption of all of the Company’s public shares if the Company has not completed its initial business combination within 24 months from the closing of the IPO or during any Extension Period, subject to applicable lawExhibits.

An(d) ~~audited balance sheet as of February 8, 2021 reflecting the receipt of the Offering Proceeds has been issued by the Company and is included as Exhibit 99~~Exhibits.~~1 to this Current Report on Form 8-K.~~

~~Item 9~~99.~~01.~~1 ~~Financial~~Press ~~Statements~~Release, ~~and~~dated ~~Exhibits~~March 26, 2021.

~~(d) Exhibits.~~SIGNATURE

~~99.1~~Pursuant ~~Audited~~to ~~Balance~~the requirements ~~Sheet,~~of asthe ofSecurities ~~February~~Exchange 8Act of 1934, ~~2021~~the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

~~SIGNATURE~~Dated: March 29, 2021

~~Pursuant~~CENTRICUS toACQUISITION ~~the requirements~~CORP. ofBy: ~~the~~/s/ ~~Securities~~Garth ~~Exchange~~Ritchie ~~Act~~Name: ofGarth ~~1934,~~Ritchie ~~the~~Title: ~~registrant~~Chief ~~has~~Executive ~~duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~Officer

Dated: February 12, 2021

CENTRICUS ACQUISITION CORP. By: /s/ Garth Ritchie Name: Garth Ritchie Title: Chief Executive Officer

Filing Compare · Centricus Acquisition Corp.