UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): ~~January~~May 2426, 2022

TREPONT ACQUISITION CORP I

(Exact name of registrant as specified in its charter)

Cayman Islands

001-39745

N/A

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

Four Embarcadero Center, Suite 1400

San Francisco, California

94111

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: +1 (415) 295-4488

N/A

(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 ordinary shares and one-half of one Warrant	TACA.U	The New York Stock Exchange
Class A ordinary shares, par value $0.0001 per share	TACA	The New York Stock Exchange
Warrants, each whole warrant exercisable for one share of Class A ordinary shares at an exercise price of $11.50 per share	TACA.WS	The New York Stock Exchange

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 ☒

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 47.0201. ~~Non-Reliance~~Regulation onFD ~~Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review~~Disclosure.

On May 26, 2022, Trepont Acquisition Corp I (the “Company”) ~~previously~~issued ~~presented~~ a ~~portion~~press ofrelease ~~its~~announcing ~~Class A~~it ~~ordinary~~will ~~shares~~redeem ~~subject~~all toof ~~redemption~~its ~~(the~~outstanding “Class A ~~Shares”)~~ordinary asshares, ~~permanent~~effective ~~equity~~as ~~because the Company’s Amended and Restated Memorandum and Articles~~ of ~~Association does not permit redemptions of Class~~June A10, ~~Shares~~2022, ~~that~~because ~~would cause~~ the Company’s ~~net~~will ~~tangible~~not ~~assets to~~ be ~~less~~able ~~than~~to ~~$5,000,001.~~consummate ~~After~~an ~~discussion~~initial ~~and~~business ~~evaluation,~~combination within the ~~Company~~time ~~concluded~~period ~~that~~required ~~all~~by ~~Class A~~its ~~Shares~~amended ~~should~~and berestated ~~classified~~memorandum asand ~~temporary~~articles ~~equity~~of ~~because~~association. ~~such~~A ~~shares~~copy ~~can~~of ~~be redeemed or become redeemable subject to~~ the ~~occurrence~~press ofrelease ~~events~~is ~~outside~~furnished ~~the~~as ~~Company’s~~Exhibit ~~sole control~~99.1 ~~This~~to ~~reclassification~~this ofCurrent ~~equity was reflected in the Company’s Quarterly~~ Report on Form 108-QK ~~for the quarterly period ended September 30, 2021, filed with the Securities~~ and ~~Exchange~~incorporated ~~Commission~~herein onby ~~November 15, 2021, as a revision~~reference.

~~However,~~The oninformation ~~January~~in ~~24,~~this ~~2022,~~Item ~~the~~7.01 ~~Audit~~and ~~Committee~~Exhibit of99.1 ~~the~~attached ~~Board~~hereto ofshall ~~Directors~~not ofbe ~~the~~deemed ~~Company~~“filed” ~~concluded, after discussion with the Company’s management, that the Company’s audited financial statements~~ for ~~the~~purposes ~~fiscal~~of ~~year ended December~~Section ~~31,~~18 ~~2020~~of ~~included~~the inSecurities ~~its~~Exchange ~~Annual~~Act ~~Report~~of ~~on Form 10-K filed on March 31~~1934, ~~2021 (~~as ~~further~~ amended on June 9, 2021) and the Company’s unaudited interim financial statements for the quarterly periods ended March 31, 2021, June 30, 2021 and September 30, 2021 included in its Quarterly Reports on Form 10-Q filed on June 21, 2021, August 16, 2021 and November 15, 2021, respectively (~~collectively,~~ the “~~Affected~~Exchange ~~Periods~~Act”), ~~should~~or nootherwise ~~longer~~subject beto ~~relied upon because~~ the ~~revision~~liabilities ~~should~~of ~~have~~that ~~instead been characterized as a restatement. As a result~~section, ~~the~~nor ~~Company~~shall ~~plans~~it tobe ~~restate~~deemed ~~its~~incorporated ~~financial~~by ~~statements~~reference ~~for the Affected Periods~~ in anany ~~amendment~~filing tounder ~~its Annual Report on Form 10-K for~~ the ~~fiscal~~Securities ~~year~~Act ~~ended~~of ~~December 31~~1933, ~~2020~~as ~~and~~amended, toor ~~its~~the ~~Quarterly~~Exchange ~~Report~~Act, onexcept ~~Form~~as ~~10-Q~~expressly ~~for~~set ~~the~~forth ~~quarterly~~by ~~period~~specific ~~ended~~reference ~~September 30,~~in ~~2021~~such filing.

AsForward-Looking ~~noted~~Statements above, the Company’s management has concluded that in light of the classification error described above, a material weakness exists in the Company’s internal control over financial reporting and that the Company’s disclosure controls and procedures were not effective.

~~Notwithstanding~~Certain ~~the~~statements ~~misidentification,~~in ~~management~~this ~~believes~~Current ~~that~~Report on Form 8-K may be considered forward-looking statements. Forward-looking statements generally relate to future events or the future financial or operating performance of the Company. For example, statements ~~included~~about inthe expected timing of the ~~December 31~~completion of the business combination, ~~2020~~the ~~Annual~~benefits ~~Report~~of onthe ~~Form 10-K~~business ~~filed~~combination, onthe ~~March 31~~competitive environment, ~~2021~~and the expected future performance (asincluding ~~further~~future ~~amended~~revenue, onpro ~~June 9~~forma enterprise value, ~~2021~~and cash balance) and inmarket ~~the~~opportunities ~~September 30,~~are ~~2021~~forward-looking ~~Quarterly~~statements. ~~Report~~In onsome ~~Form 10~~cases, you can identify forward-Qlooking ~~filed~~statements onby ~~November 15~~terminology such as “may,” ~~2021~~“should,” ~~present~~“expect,” ~~fairly~~“intend,” in“will,” ~~all~~“estimate,” ~~material~~“anticipate,” ~~respects~~“believe,” “predict,” “potential” or “continue,” or the ~~Company’s~~negatives ~~financial~~of ~~position~~these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results ofto ~~operations~~differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon estimates and ~~cash~~assumptions ~~flows~~that, ~~for~~while considered reasonable by the ~~periods~~Company, ~~presented~~are inherently uncertain.

~~The~~Nothing ~~Company~~in ~~does~~this ~~not~~Current ~~expect~~Report on Form 8-K should be regarded as a representation by any ofperson that the ~~above~~forward-looking ~~changes~~statements set forth herein will ~~have~~be achieved or that any ~~impact~~of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on ~~its~~forward-looking ~~cash~~statements, ~~position~~which ~~and~~speak ~~cash~~only ~~held~~as inof the ~~trust~~date ~~account~~they are made. Except as may be required by law, the Company does not undertake any duty to update these forward-looking statements.

~~The~~Item 9.01. ~~Company’s~~Financial ~~management~~Statements and ~~the Audit Committee have discussed the matters disclosed in this Current Report on Form 8-K with WithumSmith+Brown, PC, the Company’s independent registered accounting firm~~Exhibits.

(d) Exhibits. The following exhibits are filed with this Form 8-K:


Exhibit No.		Description of Exhibits

99.1		Press Release, dated May 26, 2022

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.

Dated: ~~January 25~~May 26, 2022

TREPONT ACQUISITION CORP I By: /s/ Ori Sasson Name: Ori Sasson Title: Chief ~~Financial~~Executive Officer

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