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): ~~November~~December 1627, ~~2021~~2022

Macondray Capital Acquisition Corp. I

(Exact name of registrant as specified in its charter)

Cayman Islands		001-40572		98-1593063
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

2995 Woodside Road, Suite 250

Woodside, California

94062

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (650) 995-7205

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 Class A ordinary share, par value $0.0001 per share, and one-third of one redeemable warrant	DRAYU	The Nasdaq Stock Market LLC
Class A ordinary share, par value $0.0001 per share	DRAY	The Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share, par value $0.0001 per share, at an exercise price of $11.50 per share	DRAYW	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 (§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 48.~~02.~~01 ~~Non-Reliance~~Other ~~on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review~~Events.

InOn ~~connection~~January ~~with~~6, ~~the~~2023, ~~preparation of~~ Macondray Capital Acquisition Corp. I’s (the “Company”) issued ~~financial~~a ~~statements~~press asrelease ofannouncing ~~September~~that ~~30,~~because ~~2021,~~ the Company’s ~~management~~will ~~identified~~not ~~errors made~~consummate inan ~~its~~initial ~~historical~~business ~~financial~~combination ~~statements~~within ~~where, at~~ the ~~closing~~time ~~of the Company’s initial public offering (the “IPO”),~~period ~~the~~required ~~Company~~by ~~improperly presented~~ its ~~Class~~Second AAmended ~~ordinary~~and ~~shares~~Restated ~~subject~~Memorandum toand ~~possible~~Articles ~~redemption.~~of ~~The~~Association ~~Company~~(the ~~previously~~“Amended ~~determined~~Articles”), the ~~Class~~Company Aintends ~~ordinary shares subject~~ to ~~possible~~dissolve ~~redemption~~and toliquidate bein ~~equal~~accordance towith the ~~redemption~~provisions ~~value~~ of ~~$10.10 per Class A ordinary share while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001. Management determined that~~ the ~~Class A~~Amended ~~ordinary~~Articles ~~shares~~and ~~issued~~will ~~during~~redeem ~~the~~all ~~IPO can be redeemed or become redeemable subject to the occurrence~~ of ~~future events considered outside~~ the ~~Company’s~~outstanding ~~control. Therefore, management concluded that the redemption value should include all~~ Class A ordinary shares ~~subject to~~that ~~possible~~were ~~redemption,~~included ~~resulting~~ in the ~~Class~~units Aissued ~~ordinary~~in ~~shares~~its ~~subject~~initial topublic ~~possible~~offering ~~redemption~~(the ~~being~~“Public ~~equal~~Shares”), toat ~~their redemption value.~~an Asanticipated aper-share ~~result,~~redemption ~~management~~price ~~has~~of ~~noted~~approximately ~~a reclassification error related to temporary equity and permanent equity (the “Reclassification Error”)~~$10.00.

As ~~a result~~ of the ~~foregoing,~~close ~~on November 16, 2021, the Company’s management concluded that (i) the Company's previously issued audited balance sheet as~~ of ~~July~~business ~~6, 2021, as reported in the Company's Current Report~~ on ~~Form~~January ~~8-K filed on July 13~~6, ~~2021 and (ii) the Company’s previously issued financial statements for the period from March 15~~2023, ~~2021 (inception) through June 30, 2021 (~~the ~~“Affected~~Public ~~Period”),~~Shares ~~as reported in the Company’s Quarterly Report on~~will ~~Form 10-Q for the period ended June 30, 2021 filed on August 24, 2021, should~~ be ~~restated~~deemed ~~because~~cancelled ~~of the Reclassification Error~~ and ~~should no~~will ~~longer~~represent beonly ~~relied upon. Similarly, any previously furnished or filed reports, related earnings releases, investor presentations or similar communications of~~ the ~~Company~~right ~~describing~~to ~~the~~receive ~~Company’s financial results for~~ the ~~Affected~~redemption ~~Period should no longer be relied upon~~amount.

AsIn aorder ~~result,~~to ~~the~~provide ~~Company~~for ~~today~~the isdisbursement ~~announcing~~of ~~that~~funds itfrom ~~will~~the ~~restate~~trust ~~its~~account, ~~historical~~the ~~financial~~Company ~~results~~will ~~for~~instruct the ~~Affected~~trustee ~~Period~~of the trust account to ~~reflect~~take all necessary actions to liquidate the ~~Reclassification~~securities ~~Error~~held (in the ~~“Restatement”)~~trust account. The ~~Restatement~~ proceeds of the trust account will be ~~reflected~~held in a non-interest bearing account while awaiting disbursement to the holders of the Public Shares. Record holders will receive their pro rata portion of the proceeds of the trust account by delivering their Public Shares to Continental Stock Transfer & Trust Company, the Company’s ~~Quarterly~~transfer ~~Report~~agent. onBeneficial ~~Form~~owners ~~10-Q~~of ~~for~~Public Shares held in “street name,” however, will not need to take any action in order to receive the ~~period~~redemption ~~ended~~amount. ~~September~~The 30redemption of the Public Shares is expected to be completed within ten business days after January 6, ~~2021~~2023.

The Company’s ~~prior~~sponsor, ~~accounting~~officers ~~for~~and ~~the~~directors ~~Class~~have Aagreed ~~ordinary shares~~to aswaive ~~subject~~their ~~to possible~~ redemption ~~did~~rights ~~not~~with ~~have~~respect ~~any~~to ~~impact~~their onoutstanding ~~the~~Class ~~Company’s~~B ~~liquidity,~~ordinary ~~cash~~shares ~~flows,~~issued ~~revenues~~prior orto ~~costs of operating our business, in~~ the ~~Affected~~Company’s ~~Period~~initial public offering. ~~The~~There ~~Reclassification~~will ~~Error~~be ~~does~~no ~~not~~redemption ~~impact~~rights ~~the~~or ~~amounts~~liquidating ~~previously~~distributions ~~reported~~with ~~for~~respect to the Company’s ~~cash~~ ~~and cash equivalents~~warrants, ~~investments~~which ~~held~~will ~~in the trust account, operating expenses or total cash flows from operations for any of these~~expire ~~periods~~worthless.

The Company’s ~~management~~expects ~~concluded~~ that inThe Nasdaq ~~light~~Stock ofMarket ~~the~~LLC ~~Reclassification Error~~will ~~described~~file ~~above,~~ a ~~material~~Form ~~weakness~~25 ~~exists~~with in the ~~Company’s~~United ~~internal~~States ~~control~~Securities ~~over~~and ~~financial~~Exchange ~~reporting~~Commission ~~and~~(the ~~that~~“Commission”) to delist the Company’s ~~disclosure~~ ~~controls~~securities. ~~and~~The ~~procedures~~Company ~~were~~thereafter ~~not~~expects ~~effective.~~to ~~The~~file ~~Company’s~~a ~~remediation~~Form ~~plan~~15 with ~~respect~~the Commission to ~~such~~terminate ~~material~~the ~~weakness will~~registration beof ~~described~~its insecurities ~~more~~under ~~detail~~the inSecurities Exchange Act of 1934, as amended. The Company anticipates that the ~~Quarterly~~Public ~~Report~~Shares onwill ~~Form~~cease ~~10-Q~~trading as ~~for~~of the ~~quarterly~~close ~~period~~of ~~ended~~business ~~September~~on 30January 6, ~~2021~~2023.

~~The~~A ~~Company’s~~copy ~~management~~of ~~and~~ the ~~Audit~~press ~~Committee~~release ~~have~~is ~~discussed the~~attached ~~matters~~hereto ~~disclosed~~as inExhibit ~~this~~99.1 ~~Form~~and is ~~8-K~~incorporated ~~with~~herein ~~Marcum~~by ~~LLP, the Company’s independent registered public accounting firm~~reference.

~~Forward-Looking~~Item 9.01 Financial Statements and Exhibits.

~~This~~(d) Current Report on Form 8-K includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the use of words such as “believes,” “expects,” “intends,” “plans,” “estimates,” “assumes,” “may,” “should,” “will,” “seeks,” or other similar expressions. Such statements may include, but are not limited to, statements regarding the Company’s intent to restate certain historical financial statements and the timing and impact of the restatement. These statements are based on current expectations on the date of this Form 8-K and involve a number of risks and uncertainties that may cause actual results to differ significantly. The Company does not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements. Exhibits

SIGNATURE

Exhibit No.	Description

99.1	Press Release, dated December 27, 2022.
104	The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

~~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.~~SIGNATURE

Dated: November 22, 2021	MACONDRAY CAPITAL ACQUISITION CORP. I
	By:	/s/ R. Grady Burnett
		Name: R. Grady Burnett
		Title: Co-Chief Executive Officer

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.

	MACONDRAY CAPITAL ACQUISITION CORP. I

	By:	/s/ R. Grady Burnett
		Name: R. Grady Burnett
		Title: Co-Chief Executive Officer

Dated: December 27, 2022

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