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

March 1423, 2023

Date of Report (Date of earliest event reported):

CORAZON CAPITAL V838 MONOCEROS CORP

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

Cayman Islands	001-40281	98-1580509
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

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

Soliciting material pursuant to Rule 14a-12 under the Exchange Act

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

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

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 8.01.

Other Events.

Corazon Capital V838 Monoceros Corp (the “Company”), ~~will~~a special ~~redeem~~purpose ~~all~~acquisition company, today announced that it expects the redemption of its ~~outstanding~~publicly ~~Class~~held Class A ordinary shares, par value $0.0001 ~~previously issued~~per toshare ~~the public~~ (the “Public Shares”), ~~at a per share-redemption price~~ to beoccur ~~announced at a later date (the “Redemption Amount”), with such redemption anticipated to be effective~~ on March 27 31, 2023,. ~~because~~Net ~~the~~of ~~Company~~taxes ~~will~~and ~~not~~dissolution ~~consummate an initial~~expenses, ~~business combination within~~ the ~~time~~per-share ~~period~~redemption ~~required~~price byfor ~~its~~the ~~Amended~~Public ~~and~~Shares ~~Restated~~is ~~Memorandum~~expected ~~and~~to ~~Articles~~be ofapproximately ~~Association~~$10.22 (the “~~Articles~~Redemption Amount”).

AsThe ~~stated~~Redemption inAmount ~~the~~will ~~Company’s~~be ~~Articles~~payable and in the Company’s registration statement on Form S-1 (Registration No. 333-253054), initially filed with the United States Securities and Exchange Commission (the “Commission”) on February 12, 2021, relating to the ~~Company’s~~holders ~~initial public offering (the “Form S-1”), if the Company is unable to complete an initial business combination within 24 months~~ of the ~~initial public offering,~~Public orShares ~~such~~upon ~~later~~delivery ~~time as the shareholders may approve in accordance with the Articles, the Company will: (i) cease all operations except for the purpose~~ of ~~winding~~their ~~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~~transfer ~~account (the “Trust Account”)~~agent, ~~including~~Continental ~~interest~~Stock ~~earned~~Transfer & ~~on the funds held in the~~ Trust ~~Account and not previously released to the~~ Company. Beneficial ~~(less~~owners ~~taxes payable and up to $100,000~~ of ~~interest~~Public toShares ~~pay~~held ~~dissolution~~in ~~expenses)~~“street name,” ~~divided by the number of the then-outstanding public shares~~however, ~~which redemption~~ will ~~completely~~not ~~extinguish~~need ~~public shareholders’ rights as shareholders (including the right~~ to ~~receive further~~take ~~liquidation distributions, if~~ any); ~~and~~action ~~(iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and board of directors, liquidate and dissolve,~~ in ~~each~~order ~~case subject~~ to ~~the~~receive ~~Company’s obligations under Cayman Islands law to provide for claims of creditors and~~ the ~~requirements of other applicable law~~Redemption Amount.

There will be no redemption rights or liquidating distributions with respect to the Company’s warrants. The Company’s ~~anticipates~~initial ~~that~~stockholders ~~the~~have ~~last~~waived ~~day~~their ofredemption ~~trading in~~rights with respect to the outstanding Class B A ordinary shares, ~~will~~par bevalue ~~March 24~~$0.0001, ~~2023~~issued ~~and~~prior onto ~~March~~the ~~27,~~Company’s initial public offering. After March 26, 2023, the ~~Public~~Company ~~Shares~~ will becease ~~deemed~~all ~~cancelled~~operations ~~and~~except ~~will~~for ~~represent only~~those ~~the~~required ~~right~~ to ~~receive~~wind up the ~~Redemption~~Company’s ~~Amount~~business.

The ~~Redemption~~Company ~~Amount~~expects that Nasdaq will befile ~~payable~~a toForm 25 with the ~~holders~~U.S. ofSecurities ~~the~~and ~~Public~~Exchange ~~Shares~~Commission ~~upon~~(the ~~presentation~~“Commission”) ofin ~~their~~order ~~respective~~to ~~share~~delist orthe ~~unit~~Company’s ~~certificates~~securities. orThe ~~other~~Company ~~delivery~~thereafter expects ofto ~~their~~file ~~shares~~a orForm 15 ~~units~~with to the ~~Company’s~~ ~~transfer~~Commission ~~agent,~~to ~~Continental~~terminate ~~Stock~~the ~~Transfer~~registration &of ~~Trust~~the Company.’s ~~Beneficial~~securities ~~owners~~under ofthe ~~Public~~Securities Exchange ~~Shares~~Act ~~held~~of ~~in “street name~~1934,” ~~however,~~as ~~will~~amended ~~not need to take any action in order to receive~~ (the ~~Redemption~~“Exchange ~~Amount~~Act”).

There will be no redemption rights or liquidating distributions with respect to the Company’s warrants. The Company’s initial shareholders have waived their redemption rights with respect to the outstanding Class B ordinary shares issued prior to the Company’s initial public offering. After March 26, 2023, the Company shall cease all operations except for those required to wind up the Company’s business.

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.

Forward-Looking Statements

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~~ 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~~ 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
Dated: March 23, 2023	CORAZON CAPITAL V838 MONOCEROS CORP
	By:	/s/ Steven Farsht
	Name: Title:	Steven Farsht Chief Financial Officer

Filing Compare · Corazon Capital V838 Monoceros Corp