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): ~~December~~January 813, ~~2022~~2023

Arbor Rapha Capital Bioholdings Corp. I

(Exact name of registrant as specified in its charter)

Delaware

001-40967

82-2427174

(State or other jurisdiction

of incorporation)

(Commission
File Number)

(I.R.S. Employer

Identification No.)

333 Earle Ovington Blvd. Suite 900 Uniondale, NY		11553
333 Earle Ovington Blvd, Suite 900 Uniondale, NY		11553
(Address of principal executive offices)		(Zip Code)

(516) 506-4200

(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-third of one redeemable warrant	ARCKU	The Nasdaq Stock Market LLC
Class A common stock, par value $0.0001 per share	ARCK	The Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one Class A common stock at an exercise price of $11.50	ARCKW	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 53.0301. ~~Amendments~~Notice of Delisting or Failure to ~~Articles~~Satisfy ofa ~~Incorporation~~Continued Listing Rule or ~~Bylaws~~Standard; ~~Change~~Transfer inof ~~Fiscal Year.~~Listing

~~The~~On ~~information disclosed~~January in13, ~~Item~~2023, 5Arbor Rapha Capital Bioholdings Corp.07 ofI ~~this~~(the ~~Current~~“Company”) ~~Report~~received ona ~~Form 8-K~~letter ~~under~~from the ~~headings~~Listing Qualifications Staff (the “~~Proposal~~Staff’) of 1the Nasdaq Stock Market LLC (“Nasdaq”), ~~and~~which stated that the Company was not in compliance with the requirements of Nasdaq Listing Rules (i) 5450(b)(2)(B), requiring a minimum of $50 million Market Value of Listed Securities requirement (the “~~Proposal~~Market Value Requirement”); (ii) 5450(b)(2)(A), requiring a minimum 1,100,000 Publicly Held Shares (the “Publicly Held Shares Requirement”), and is(iii) ~~incorporated~~5450(b)(2)(C), byrequiring ~~reference~~a ~~into~~minimum ~~this~~of ~~Item~~$15 5million Market Value of Publicly Held Shares requirement (the “Market Value of Publicly Held Shares Requirement”).03 Additionally, while companies are normally afforded compliance periods or the ability to submit a plan of compliance in order to be granted time to regain compliance, the ~~extent~~Staff ~~required~~has ~~herein~~determined to apply a more stringent criteria as permitted under Nasdaq Listing Rule 5101 to delist the Company’s Securities (as defined below) from The Nasdaq Global Market. In addition, on January 12, 2023, Nasdaq determined to halt trading in the Company’s Securities.

~~Item~~The 5Staff’s determination to delist the Company’s Class A common stock, warrants and units (collectively, the “Securities”) is based on the fact that in connection with the Company’s previously announced special meeting, held on December 8, 2022, the Company’s stockholders elected to redeem an aggregate of 17,188,668 shares of Class A common stock, representing approximately 99.076% ~~Submission~~of the issued and outstanding Class A common stock. As such, the Staff determined that the Company no longer complies with: (i) Market Value Requirement; (ii) Publicly Held Shares Requirement; and (iii) Market Value of ~~Matters~~Publicly toHeld aShares ~~Vote~~Requirement. Additionally, the Staff noted that the Company does not comply with either of ~~Security~~the ~~Holders~~alternatives requirements for continued listing on the Nasdaq Global Market under Nasdaq Listing Rules 5450(b)(1) or 5450(b)(3), or the requirement for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550.

~~Special~~Accordingly, ~~Meeting~~the Company expects its Securities to be delisted effective with the open of business on January 24, 2023. The Company anticipates that its Securities may be traded over-the-counter following the suspension in trading of its Securities on Nasdaq.

~~On December 8,~~Item ~~2022, Arbor Rapha Capital Bioholdings Corp~~7.01 I,Regulation aFD Delaware corporation (the “Company”, “we” or “our”), held a special meeting (the “Special Meeting”) in person, at which holders of 18,939,649 ordinary shares, comprised of 14,627,149 shares of Class A common stock, par value $0Disclosure.0001 per share, of the Company (“Class A Common Stock”), and 4,312,500 shares of Class B common stock, par value $0.0001 per share, of the Company (“Class B Common Stock”, collectively with the Class A Common Stock, the “Common Stock”), were present in person or by proxy, representing approximately 87.83% of the voting power of the 21,562,500 issued and outstanding shares of the Company’s Common Stock, comprised of (i) 17,250,000 shares of Class A Common Stock and (ii) 4,312,500 shares of Class B Common Stock, entitled to vote at the Special Meeting at the close of business on October 28, 2022, which was the record date (the “Record Date”) for the Special Meeting. The Company’s stockholders of record as of the close of business on the Record Date are referred to herein as “Stockholders.”

~~Proposal~~As required under Nasdaq rules, the Company issued a press release on January 18, 2023, announcing Nasdaq’s letter, a copy of which is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

The ~~Stockholders~~ ~~approved,~~information byin ~~special~~this ~~resolution~~Item 7.01, ~~the~~including ~~proposal~~Exhibit 99.1, tois ~~amend~~furnished ~~the Company’s Amended~~ and ~~Restated~~shall ~~Certificate~~not ofbe ~~Incorporation (~~deemed ~~the~~ “~~Certificate of Incorporation~~filed”) tofor ~~extend~~purposes ~~the~~of ~~date~~Section by18 ~~which~~of the ~~Company~~Securities ~~must~~Exchange ~~either~~Act ~~(i) consummate~~of ~~a merger~~1934, ~~capital stock~~as ~~exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving~~ amended (the ~~Company with one or more businesses, which we refer to as our~~ “~~initial~~Exchange ~~Business Combination~~Act”), or ~~(ii) cease~~otherwise ~~its~~subject ~~operations,~~to ~~except~~liabilities ~~for~~under ~~the~~that ~~purpose of~~section, ~~winding~~and upshall ifnot itbe ~~fails~~deemed to ~~complete~~be ~~such~~incorporated ~~initial~~by reference ~~Business~~into ~~Combination,~~the ~~and~~filings ~~redeem all~~ of the Company’s ~~shares~~under ofthe ~~Class A Common~~Securities ~~Stock,~~Act ~~and~~or ~~all~~the ofExchange ~~its~~Act, ~~shares~~regardless of ~~Class B~~any ~~Common~~general ~~Stock,~~incorporation ~~included~~language in assuch ~~part~~filings. ofThis ~~the~~Current ~~units~~Report ~~sold~~on inForm ~~the~~8-K ~~Company’s~~will ~~initial~~not ~~public offering~~be ~~that~~deemed ~~was~~an ~~consummated~~admission onas ~~November 2,~~to ~~2021,~~the ~~from~~materiality ~~February 2,~~of ~~2023~~any toinformation ~~August 2,~~of ~~2023 (~~the ~~“Extension Amendment”).~~information ~~The~~contained ~~voting~~in ~~results~~this ~~for~~Item ~~such~~7.01, ~~proposal~~including ~~were~~Exhibit ~~as follows:~~99.1.

For		Against		Abstain		Broker Non-Votes
18,573,809		365,840		0		0

Item 9.01. Financial Statements and Exhibits.

~~On December 9, 2022, to effectuate the Extension Amendment, the board of directors of the Company~~ (~~the “Board”~~d) ~~filed with the Secretary of State of the State of Delaware the Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company (the “Charter Amendment”)~~Exhibits. The foregoing description of the Charter Amendment does not purport to be complete and is qualified in its entirety by the terms of the Charter Amendment, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.

~~Proposal~~99.1 2Press Release, dated January 18, 2023

~~The Stockholders~~104 ~~approved,~~Cover byPage ~~special~~Interactive ~~resolution,~~Data ~~the~~File proposal to amend the Company’s Certificate of Incorporation to eliminate from the Certificate of Incorporation the limitation that the Company may not redeem public shares to the extent that such redemption would result in the Company having net tangible assets (asembedded ~~determined~~within ~~in accordance with Rule 3a51-1(g)(1) of~~ the ~~Securities Exchange~~Inline ~~Act~~XBRL ~~of 1934~~document) of less than $5,000,001 (the “Redemption Limitation”) in order to allow the Company to redeem public shares irrespective of whether such redemption would exceed the Redemption Limitation (the “Redemption Limitation Amendment”). The voting results for such proposal were as follows:

For		Against		Abstain		Broker Non-Votes
18,598,809		340,840		0		0

On December 9, 2022, to effectuate the Redemption Limitation Amendment, the Board filed with the Secretary of State of the State of Delaware the Charter Amendment. The foregoing description of the Charter Amendment does not purport to be complete and is qualified in its entirety by the terms of the Charter Amendment, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.SIGNATURE

1Pursuant 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.

~~Proposal~~Date: 3January 18, 2023

~~The~~Arbor ~~proposal~~Rapha toCapital ~~adjourn~~Bioholdings ~~the Special~~Corp. ~~Meeting~~I toBy: a/s/ ~~later~~Ivan ~~date~~Kaufman orName: ~~dates,~~Ivan ifKaufman ~~necessary,~~Title: toChief ~~permit~~Executive further solicitation and vote of proxies in the event that there were insufficient votes for, or otherwise in connection with, the Extension Amendment, was not presented at the Special Meeting, as the Extension Amendment received a sufficient number of votes required for approval.Officer

Item 8.01 Other Events.

Stockholders elected to redeem an aggregate of 17,188,668 shares of Class A Common Stock, representing approximately 99.6% of the issued and outstanding Class A Common Stock.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

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

Date: December 9, 2022

Arbor Rapha Capital Bioholdings Corp. I By: /s/ Ivan Kaufman Name: Ivan Kaufman Title: Chief Executive Officer

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