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): ~~January 13~~March 3, 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 Securities Exchange Act of 1934:

Title of each class	Trading Symbol(s)	~~Name of each exchange on which registered~~	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~~N/A	~~The Nasdaq Stock Market LLC~~	None
Class A common stock, par value $0.0001 per share	~~ARCK~~N/A	~~The Nasdaq Stock Market LLC~~	None
Redeemable warrants, each whole warrant exercisable for one Class A common stock at an exercise price of $11.50	~~ARCKW~~N/A	~~The Nasdaq Stock Market LLC~~	None

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. ¨

~~Class~~Item A3.01 ~~common~~Notice ~~stock~~of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

~~Item~~On March 3, 2023, Arbor Rapha Capital Bioholdings Corp.~~01.~~ ~~Notice~~I, a Delaware corporation (the “Company”, “we” or “our”) held a special meeting of ~~Delisting~~stockholders or(the ~~Failure~~“Special Meeting”) at which the Company’s stockholders approved certain amendments to ~~Satisfy~~the aCompany’s ~~Continued~~Amended and ~~Listing~~Restated ~~Rule~~Certificate orof ~~Standard;~~Incorporation ~~Transfer~~(the “Certificate of ~~Listing~~Incorporation”). In connection therewith, the Company gave formal notice to Nasdaq on March 3, 2023 of its intention to dissolve and liquidate and requested that Nasdaq file a Form 25 with the U.S. Securities and Exchange Commission to delist the Company’s securities. Nasdaq filed the Form 25 on March 3, 2023.

OnItem ~~January 13, 2023, Arbor Rapha Capital Bioholdings Corp~~3.03 IMaterial ~~(the~~Modification “Company”) received a letter from the Listing Qualifications Staff (the “Staff’) of the Nasdaq Stock Market LLC (“Nasdaq”), 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 “Market Value Requirement”); (ii) 5450(b)(2)(A), requiring a minimum 1,100,000 Publicly Held Shares (the “Publicly Held Shares Requirement”), and (iii) 5450(b)(2)(C), requiring a minimum of $15 million Market Value of Publicly Held Shares requirement (the “Market Value of Publicly Held Shares Requirement”). Additionally, while companies are normally afforded compliance periods or the ability to ~~submit~~ aRights ~~plan~~ of ~~compliance~~Security in order to be granted time to regain compliance, the Staff has 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 MarketHolders. ~~In addition, on January 12, 2023, Nasdaq determined to halt trading in the Company’s Securities.~~

The ~~Staff’s~~information ~~determination to~~disclosed ~~delist the Company’s Class A common stock, warrants and units (collectively, the “Securities”) is based on the fact that~~ in ~~connection~~Item 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 995.6%07 of ~~the issued and outstanding~~this ~~Class~~Current AReport ~~common~~on ~~stock.~~Form As8-K ~~such,~~under the ~~Staff~~heading ~~determined~~“Proposal ~~that~~1” ~~the~~is ~~Company~~incorporated noby ~~longer~~reference ~~complies~~into ~~with:~~this ~~(i)~~Item ~~Market Value Requirement; (ii) Publicly Held Shares Requirement; and (iii) Market Value of Publicly Held Shares Requirement~~3.03 ~~Additionally,~~to the ~~Staff~~extent ~~noted that the Company does~~required not comply with either of the 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 5550herein.

~~Accordingly,~~Item ~~the~~5.03 ~~Company~~Amendments ~~expects its Securities~~ to beArticles ~~delisted effective with the open~~ of ~~business~~Incorporation onor ~~January~~Bylaws; ~~24,~~Change ~~2023. The Company anticipates that its Securities may be traded over-the-counter following the suspension~~ in ~~trading~~Fiscal ~~of its Securities on Nasdaq~~Year.

The information disclosed in Item 75.0107 ~~Regulation~~of FDthis Current ~~Disclosure~~Report on Form 8-K under the heading “Proposal 1” is incorporated by reference into this Item 5.03 to the extent required herein.

AsItem ~~required~~5.07 ~~under~~Submission ~~Nasdaq~~of ~~rules,~~Matters ~~the~~to ~~Company issued~~ a ~~press~~Vote ~~release on January 18, 2023, announcing Nasdaq’s letter, a copy~~ of ~~which~~Security ~~is furnished herewith as Exhibit 99~~Holders.~~1 and is incorporated herein by reference.~~

~~The~~Special information in this Item 7.01, including Exhibit 99.1, is 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 liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information of the information contained in this Item 7.01, including Exhibit 99.1.Meeting

~~Item~~On 9March 3, 2023, the Company, held the Special Meeting in person, at which holders of 4,344,530 ordinary shares, comprised of 32,030 shares of Class A common stock, par value $0.010001 per share, of the Company (“Class A Common Stock”), and 4,312,500 shares of Class B common stock, par value $0.0001 ~~Financial~~per ~~Statements~~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 99.33% of the voting power of the 4,373,832 issued and ~~Exhibits~~outstanding shares of the Company’s Common Stock, comprised of (i) 61,332 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 February 8, 2023, 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.”

~~(d)~~Proposal ~~Exhibits.~~1

~~99.1~~The ~~Press~~Stockholders ~~Release~~approved, ~~dated~~by ~~January~~special 18resolution, the proposal to amend the Company’s Certificate of Incorporation to change the date by which the Company must either (i) consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Company with one or more businesses, which we refer to as our “initial Business Combination”, or (ii) cease all operations, except for the purpose of winding up, if it fails to complete such initial Business Combination, and redeem all of the Company’s shares of Class A Common Stock, included as part of the units sold in the Company’s initial public offering that was consummated on November 2, 2021, (the “IPO”), whether such shares were purchased in the IPO or in the secondary market following the IPO (including shares sold pursuant to the underwriters’ over-allotment option), from August 2, 2023 to March 7, 2023 (the “Liquidation Amendment”). The voting results for such proposal were as follows:

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

For				Against				Abstain				Broker Non-Votes
	4,344,509				21				0				0

On March 7, 2023, to effectuate the Liquidation Amendment, the board of directors of the Company 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”). 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~~Proposal 2

~~Pursuant~~The proposal to adjourn the ~~requirements~~ Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the ~~Securities~~event ~~Exchange~~that ~~Act~~there ofwere ~~1934~~insufficient votes for, ~~the~~or ~~registrant~~otherwise ~~has~~in ~~duly~~connection ~~caused~~with, ~~this~~the ~~report~~Liquidation toAmendment, bewas ~~signed~~not onpresented ~~its~~at ~~behalf~~the Special byMeeting, as the ~~undersigned~~Liquidation ~~hereunto duly~~Amendment ~~authorized~~received a sufficient number of votes required for approval.

~~Date:~~Item ~~January~~8.01 ~~18,~~Other ~~2023~~Events.

~~Arbor~~Stockholders ~~Rapha~~elected ~~Capital~~to ~~Bioholdings~~redeem ~~Corp.~~an Iaggregate ~~By:~~of 4,233 ~~/s/~~shares ~~Ivan~~of ~~Kaufman~~Class ~~Name:~~A ~~Ivan~~Common ~~Kaufman~~Stock, ~~Title:~~representing ~~Chief~~approximately ~~Executive~~6.9% ~~Officer~~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 of Amended and Restated Certificate of Incorporation

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.

	Arbor Rapha Capital Bioholdings Corp. I

Date: March 7, 2023	By:	/s/ Ivan Kaufman
	Name:	Ivan Kaufman
	Title:	Chief Executive Officer

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