UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(Dd) OF THE

~~OF THE~~ SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October ~~January 20~~24, 2022

Eucrates Biomedical Acquisition Corp.

(Exact name of registrant as specified in its charter)

British Virgin Islands	001-39650	N/A
(State or other jurisdiction	(Commission	(~~I.R.S.~~IRS Employer
of incorporation)	File Number)	Identification No.)

250 West 55th Street, Suite 13D
New York, NY		10019
(Address of principal executive offices)		(Zip Code)

250 West 55th Street, Suite 13D

~~(212)~~New ~~710-5220~~York, New York 10019

(~~Registrant’s~~Address ~~telephone~~of ~~number~~principal executive offices, including ~~area~~ zip code)

Registrant’s telephone number, including area code: 212-710-5220

Not Applicable

(Former name or former address, if changed since last report)

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

Title of Each Class:	Trading Symbols	Name of Each Exchange on Which Registered:
Ordinary shares, no par value	EUCR	Nasdaq Capital Market
Warrants, each whole warrant exercisable for one ordinary share at an exercise price of $11.50 per share	EUCRW	Nasdaq Capital Market
Units, each consisting of one Ordinary Shares and one-third of one warrant	EUCRU	Nasdaq Capital Market

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))

¨ 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 ordinary share, no par value, and one-third of one Warrant	EUCRU	Nasdaq Capital Market
Ordinary shares, no par value	EUCR	Nasdaq Capital Market
Warrants, each whole warrant exercisable for one ordinary share at an exercise price of $11.50 per share	EUCRW	Nasdaq Capital Market

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. ¨

Item 15.~~01.~~07 ~~Entry~~Submission ~~into~~of Matters to a ~~Material~~Vote ~~Definitive~~of ~~Agreement~~Security Holders.

On ~~January~~October 2024, 2022, Eucrates Biomedical Acquisition Corp. (the “Company”) ~~issued~~held ana ~~unsecured~~special ~~promissory~~meeting ~~note~~ (the “~~Promissory Note”)~~Special ~~to Eucrates LLC (the “Sponsor~~Meeting”). ~~The~~of ~~Promissory~~shareholders ~~Note~~in ~~provides~~lieu ~~that~~ of the ~~Company~~2022 ~~may~~annual ~~borrow~~general upmeeting ~~to an aggregate maximum amount~~ of ~~$600,000~~shareholders. ~~from~~At the ~~Sponsor.~~Special ~~On January 24~~Meeting, ~~2022,~~ the Company’s ~~made~~shareholders anwere ~~initial~~asked ~~draw~~to vote on the ~~Promissory Note of~~following ~~$250,000.~~items: ~~Amounts~~(i) upan amendment to the ~~aggregate~~Amended ~~maximum~~and ~~amount~~Restated ~~may~~Memorandum and ~~are~~Articles ~~expected~~of Association to beextend ~~drawn~~the ~~down~~date ~~from time to time~~ by which the Company ~~pursuant~~must consummate toa ~~the~~business ~~Promissory~~combination ~~Note~~from toOctober ~~fund~~27, ~~its~~2022 ~~working~~to ~~capital~~April ~~requirements~~27, ~~and~~2023 ~~for~~(the ~~general~~“Extension ~~corporate~~Proposal”); ~~purposes. The~~(ii) ~~Promissory~~a ~~Note~~proposal to ~~does~~elect ~~not~~each ~~bear~~of ~~any~~William ~~interest~~I. IfCampbell ~~the~~and ~~Company~~Nina ~~completes~~Shapiro anas ~~initial~~Class ~~business~~I ~~combination,~~directors of the Company, ~~would~~with ~~repay~~each ~~outstanding loaned~~such ~~amounts~~director ~~under~~to ~~the~~serve ~~Promissory~~until ~~Note. In~~ the second ~~event~~annual ~~that~~general ~~the~~meeting ~~Company~~of isshareholders ~~unable~~following tothe ~~complete~~Special anMeeting ~~initial~~or ~~business~~until ~~combination,~~his ~~the~~or ~~Company may~~her ~~use~~successor ais ~~portion~~elected ofand qualified (the “Director ~~working~~Proposal”); ~~capital~~and ~~held~~(iii) ~~outside~~a ~~its~~proposal ~~trust account~~ to ~~repay~~direct ~~such~~the ~~loaned~~chairman ~~amounts~~of ~~but~~the noSpecial ~~proceeds~~Meeting ~~from~~to ~~its~~adjourn ~~trust~~the ~~account~~Special Meeting ~~would~~to bea ~~used~~later ~~for~~date ~~such~~or ~~repayment.~~dates, ~~The~~if ~~loans~~necessary, ~~are~~to ~~convertible~~permit ~~into~~further ~~units~~solicitation and vote of ~~the~~proxies ~~Company~~if, atbased aupon ~~price~~the oftabulated ~~$10.00~~vote ~~per unit,~~ at the ~~option of~~time of the ~~Sponsor.~~special ~~The~~meeting, ~~units~~there ~~would~~are benot ~~identical~~sufficient votes to ~~those~~approve ~~units~~the ~~that~~Extension ~~were~~Proposal ~~issued~~or to the ~~Sponsor~~Director inProposal ~~a private placement concurrent with~~ (the ~~Company’s~~“Adjournment ~~initial public offering~~Proposal”).

The ~~foregoing~~affirmative ~~summary~~vote of at least 65% of the ordinary ~~Promissory~~shares ~~Note~~of isthe ~~qualified~~Company, no par value (the “Ordinary Shares”) entitled to vote which were present, in ~~its~~person ~~entirety~~or by ~~reference~~proxy, at the Special Meeting and which voted on the Extension Proposal was required to approve the ~~text~~Extension Proposal. The affirmative vote of at least a majority of the ~~Promissory~~Ordinary ~~Note~~Shares entitled to vote which were present, in person or by proxy, at the Special Meeting and which voted ison ~~filed~~the asDirector ~~exhibit~~Proposal 10was required for the election of each of the directors in the Director Proposal.1 ~~hereto~~The ~~and~~affirmative vote of ~~incorporated~~a majority of the Ordinary Shares entitled to vote which were present, in person or by ~~reference~~proxy, ~~herein~~at the Special Meeting and which voted on the Adjournment Proposal was required to approve the Adjournment Proposal.

~~Item 2~~Set forth below are the final voting results for the Extension Proposal and the Director Proposal.~~03 Creation~~ As there were sufficient votes to approve the Extension Proposal and the Director Proposal, ofthe aAdjournment ~~Direct~~Proposal ~~Financial~~was ~~Obligation~~not orpresented anto ~~Obligation~~shareholders ~~under an Off-Balance Sheet Arrangement~~at ofthe aSpecial ~~Registrant~~Meeting.

~~The~~Extension ~~information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.~~Proposal

~~Item 3~~The Extension Proposal was approved.~~02 Unregistered~~ The voting ~~Sales~~results of ~~Equity~~the ~~Securities~~Ordinary Shares were as follows:

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. An aggregate of 60,000 private placement units of the Company would be issued if the entire aggregate amount of the Promissory Note is drawn and subsequently converted. Each unit would consist of one ordinary share of the Company and one-third of one warrant exercisable for one ordinary share of the Company. The warrants included in the private placement units would be exercisable, subject to the terms and conditions of the warrant and during the exercise period as provided in the warrant agreement governing the warrants. The Company has relied upon Section 4(a)(2) of the Securities Act of 1933, as amended, in connection with the issuance and sale of the Promissory Note.

For		Against		Abstentions		Broker Non-Votes
10,691,635		1,176,256		115,562		0

~~Item~~Director ~~9.01 Financial Statements and Exhibits.~~Proposal

Exhibit No.		Description
10.2		Promissory Note, dated January 20, 2022
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

The proposal to re-elect each of the two directors, William I. Campbell and Nina Shapiro, to the Company’s board of directors was approved. The voting results of the Ordinary Shares were as follows:

SIGNATURE

Director	Votes For	Votes Withheld	Broker Non-Votes
William I. Campbell	11,577,284	406,169	0
Nina Shapiro	11,863,176	120,277	0

~~Pursuant~~Item to7.01 ~~the~~Regulation ~~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.~~FD

	EUCRATES BIOMEDICAL ACQUISITION CORP.
Date: January 26, 2022	/s/ Gonzalo Cordova
	Name:	Gonzalo Cordova
	Title:	Chief Financial Officer

The information set forth below under this Item 7.01 is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.

In connection with the Extension Proposal, shareholders elected to redeem 9,253,065 Ordinary Shares, which represents approximately 88% of the shares that were part of the units that were sold in the Company’s initial public offering. Following such redemptions, approximately $12,353,117 will remain in the trust account and 4,206,059 Ordinary Shares will remain issued and outstanding.

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 24, 2022

EUCRATES BIOMEDICAL ACQUISITION CORP.

By:	/s/ Gonzalo Cordova
	Name:	Gonzalo Cordova
	Title:	Chief Financial Officer

Filing Compare · Eucrates Biomedical Acquisition Corp.