~~UNITED~~United ~~STATES~~States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~FORM~~Form 8-K

CURRENT REPORT

Pursuant to Section 13 orOR ~~Section~~ 15(d) of the

~~of the~~ Securities Exchange Act of 1934

~~Date of Report (Date of earliest event reported):~~ March 1014, ~~2022~~2023

~~Corazon~~Date ~~Capital~~of ~~V838~~Report ~~Monoceros~~(Date ~~Corp~~of earliest event reported):

~~(Exact~~CORAZON ~~name~~CAPITAL ofV838 ~~registrant~~MONOCEROS ~~as specified in its charter)~~CORP

Cayman Islands	001-40281	98-1580509
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

(Exact Name of Registrant as Specified in its Charter):

222 West Merchandise Mart Plaza Box #2982 Chicago, IL	60654
Cayman Islands	001-40281	98-1580509
(Address of principal executive offices)	(Zip Code)
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
(872) 215-4602 Registrant's telephone number, including area code Not Applicable (Former name or former address, if changed since last report)

301 W. Grand Ave., #343
Chicago, Illinois

60654

(Address of Principal Executive Offices)

(Zip Code)

Registrant's telephone number, including area code: (312) 535-6282

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, $0.0001 par value, and one-third of one redeemable warrant	CRZNU	The Nasdaq Stock Market LLC
Class A Ordinary Shares included as part of the units	CRZN	The Nasdaq Stock Market LLC
Warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50	CRZNW	The Nasdaq Stock Market LLC
Warrants included as part of the Units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	CRZNW	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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 58.0201. ~~Departure~~Other ~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Events.

~~On March~~Corazon 9,Capital ~~2022,~~V838 ~~the~~Monoceros ~~Board~~Corp ~~of Directors~~ (the “~~Board~~Company”) will redeem all of ~~Corazon~~its ~~Capital~~outstanding ~~V838~~Class ~~Monoceros~~A ~~Corp~~ordinary shares, par value $0.0001 previously issued to the public (the “~~Company~~Public Shares”), ~~appointed Sally~~at ~~Storie~~a per share-redemption price to ~~serve~~be asannounced at a ~~Class~~later IIdate ~~director.~~(the ~~The~~“Redemption Amount”), ~~Board~~with ~~also~~such ~~appointed~~redemption ~~Ms.~~anticipated ~~Storie~~ to ~~serve~~be aseffective ~~the~~on ~~chair~~March of27, ~~the~~2023, ~~Board’s~~because ~~Audit~~the ~~Committee. The~~Company ~~Board~~will ~~has~~not ~~determined~~consummate ~~that~~an ~~Ms.~~initial business ~~Storie~~combination iswithin anthe ~~independent~~time ~~director~~period ~~under~~required ~~applicable~~by ~~Securities~~its Amended and ~~Exchange~~Restated ~~Commission~~Memorandum and ~~Nasdaq~~Articles ~~Capital Market~~of ~~rules~~Association (the “Articles”).

OnAs stated in the Company’s Articles and ~~March~~in 9,the ~~2022,~~Company’s Msregistration statement on Form S-1 (Registration No. ~~Storie~~333-253054), ~~executed~~initially afiled ~~joinder~~with ~~agreement~~the ~~pursuant~~United States Securities and Exchange Commission (the “Commission”) on February 12, 2021, relating to ~~which~~the ~~she~~Company’s ~~became~~initial ~~party~~public offering (the “Form S-1”), if the Company is unable to complete an initial business combination within 24 months of the ~~Letter~~initial ~~Agreement~~public offering, or ~~dated~~such ~~March~~later 23time as the shareholders may approve in accordance with the Articles, ~~2021~~the Company will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Company’s trust account (the “~~Insider~~Trust ~~Letter~~Account”), ~~among~~including interest earned on the ~~Company,~~funds held in the ~~Sponsor~~Trust Account and ~~each~~not ofpreviously released to the ~~officers~~Company (less taxes payable and ~~directors~~up to $100,000 of ~~the~~interest ~~Company.~~to Apay ~~copy~~dissolution expenses), divided by the number of the then-outstanding public ~~Insider~~shares, ~~Letter~~which ~~was~~redemption ~~filed~~will completely extinguish public shareholders’ rights as ~~Exhibit~~shareholders ~~10.1~~(including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s ~~Current~~remaining ~~Report~~shareholders onand ~~Form~~board ~~8-K~~of directors, ~~filed~~liquidate ~~with~~and dissolve, in each case subject to the ~~SEC~~Company’s obligations onunder ~~March~~Cayman ~~26,~~Islands ~~2021,~~law to provide for claims of creditors and is ~~incorporated~~the ~~herein~~requirements byof ~~reference~~other applicable law.

~~Ms. Storie~~The ~~also~~Company ~~entered~~anticipates ~~into~~that ~~an indemnification agreement (~~the ~~“Indemnification~~last ~~Agreement”), pursuant~~day toof ~~which~~trading in the ~~Company has~~Class ~~agreed~~A toordinary ~~indemnify~~shares ~~her~~will ~~against~~be ~~certain~~March ~~claims~~24, ~~that~~2023 ~~may~~and ~~arise~~on inMarch ~~connection~~27, ~~with~~2023, ~~her~~the ~~service~~Public asShares awill ~~director~~be ofdeemed ~~the~~cancelled ~~Company.~~and ~~The~~will ~~Indemnification~~represent ~~Agreement~~only ~~is substantially similar to~~ the ~~form~~right ~~filed as Exhibit 10.4~~ to ~~the~~receive ~~Company’s Registration Statement on Form S-1, initially filed with~~ the ~~SEC~~Redemption ~~on February 12, 2021, as amended, which is incorporated herein by reference~~Amount.

The ~~Company~~ Redemption Amount will ~~pay~~be ~~Ms.~~payable ~~Storie~~to anthe ~~annual~~holders of ~~retainer~~the Public Shares upon presentation of ~~$50,000.00,~~their ~~and~~respective ~~has~~share ~~granted~~or ~~Ms.~~unit ~~Storie~~certificates aor ~~profit~~other ~~interest~~delivery inof ~~Corazon~~their ~~V838~~shares ~~Monoceros~~or ~~Sponsor LLC.~~units ~~The~~to the Company’s ~~will~~transfer ~~also~~agent, ~~reimburse~~Continental ~~Ms.~~Stock ~~Storie~~Transfer ~~for~~& ~~reasonable~~Trust ~~out-~~Company. Beneficial owners of~~-pocket~~ ~~expenses~~Public ~~related~~Shares toheld ~~identifying~~in “street name,” ~~investigating~~however, ~~and~~will ~~completing an~~not ~~initial~~need ~~business~~to ~~combination~~take any action in order to receive the Redemption Amount.

~~Other~~There ~~than~~will be no redemption rights or liquidating distributions with respect to the ~~foregoing,~~Company’s Mswarrants. ~~Storie~~The isCompany’s ~~not~~initial ~~party to~~shareholders ~~any~~have ~~arrangement~~waived ortheir ~~understanding~~redemption rights with ~~any~~respect ~~person~~to ~~pursuant~~the tooutstanding ~~which~~Class ~~she~~B ~~was~~ordinary ~~appointed~~shares asissued aprior ~~director,~~to ~~nor~~the isCompany’s ~~she~~initial ~~party~~public tooffering. ~~any~~After ~~transaction~~March 26, 2023, ~~required~~the toCompany beshall ~~disclosed~~cease ~~under~~all ~~Item~~operations ~~404(a)~~except offor ~~Regulation~~those ~~S-K~~required ~~involving~~to wind up the Company’s business.

~~SIGNATURE~~The Company expects that The Nasdaq Stock Market LLC will file a Form 25 with the Commission to delist its securities. The Company thereafter expects to file a Form 15 with the Commission to terminate the registration of its securities under the Securities Exchange Act of 1934, as amended.

~~Pursuant~~Forward-Looking ~~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.~~Statements

Dated: March 10, 2022	CORAZON CAPITAL V838 MONOCEROS CORP
	By:	/s/ Steven Farsht
	Name:	Steven Farsht
	Title:	Chief Financial Officer and Director

This Current Report on Form 8-K (this "Report") includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. All statements other than statements of historical fact included in this Report are forward looking statements. When used in this Report, words such as “may,” “should,” “could,” “would,” “anticipate,” “seek,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to the Company or its management team, identify forward-looking statements. Such statements include, but are not limited to, statements regarding the Redemption Amount or the timing when the Company’s Public Shares will be redeemed. Such statements are based on the beliefs of, assumptions made by and information currently available to the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the Commission. All subsequent written or oral forward-looking statements attributable to the Company or persons acting on its behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company. The Company undertakes no obligation to update these statements after the date of this Report, except as required by law.

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: March 14, 2023	CORAZON CAPITAL V838 MONOCEROS CORP

	By:	/s/ Steven Farsht
	Name: Title:	Steven Farsht Chief Financial Officer

Filing Compare · Corazon Capital V838 Monoceros Corp