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 289, ~~2021~~2022

ABG ACQUISITION CORP. I

(Exact name of registrant as specified in its charter)

Cayman Islands	001-40072	98-1568635
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or other jurisdiction ofincorporation or organization)	(CommissionFile Number)	(I.R.S. EmployerIdentification No.)

430 Park Avenue, 12th Floor

New York, NY 10022

(Address of Principal Executive Offices) (Zip Code)

(646) 829-9373

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~~Tradingsymbol(s)		Name of each ~~exchange~~exchangeon on which registered
Class A Ordinary Shares, par value $0.0001 per Share		ABGI		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 or Rule 12b-2 of the Securities Exchange Act of 1934.

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 45.02 ~~Non-Reliance~~Departure onof ~~Previously~~Directors ~~Issued~~or ~~Financial~~Certain ~~Statements~~Officers; orElection aof ~~Related~~Directors; ~~Audit~~Appointment ~~Report~~of orCertain ~~Completed~~Officers; ~~Interim~~Compensatory ~~Review~~Arrangements of Certain Officers.

OnResignation ~~December 28, 2021, the management~~ of ~~ABG~~Director ~~Acquisition Corp. I (the “Company”)~~ and ~~the~~Officer audit committee of the Company’s board of directors (the “Audit Committee”) concluded that due to a reclassification of the Company’s temporary and permanent equity, the Company’s previously issued (i) audited balance sheet as of February 19, 2021, included in its Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on February 25, 2021 (the “Balance Sheet 8-K”), (ii) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with the SEC on May 13, 2021, (iii) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the SEC on August 12, 2021 and (iv) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, filed with the SEC on November 15, 2021 (collectively, the “Affected Periods”), should no longer be relied upon. Since the Company’s initial public offering (“IPO”), the Company has considered its Class A ordinary shares subject to possible redemption to be equal to the redemption value of $10.00 per Class A ordinary share while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001. Previously, the Company did not consider redeemable shares classified as temporary equity as part of net tangible assets. Upon further analysis, management has determined that the Class A ordinary shares issued during the IPO can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control. Therefore, management concluded that the redemption value should include all Class A ordinary shares subject to possible redemption, resulting in the Class A ordinary shares subject to possible redemption being equal to their redemption value.

AsOn ~~such~~December 9, ~~the~~2022, ~~Company~~Mr. Daniel ~~plans~~Johnson totendered ~~restate~~his ~~its~~resignation ~~financial~~as ~~statements for~~ the ~~Affected~~Chief ~~Periods~~Financial inOfficer ~~the~~and ~~Company’s~~as ~~Quarterly~~a ~~Report~~director onof ~~Form~~ABG ~~10-Q/A~~Acquisition ~~for~~Corp. I (the ~~quarterly~~“Company”), ~~period~~effective ~~ended September~~December 309, ~~2021~~2022. ~~(the~~The ~~“Q3~~resignation ~~Form~~of ~~10-Q/A”)~~Mr. Johnson ~~and~~was innot ana ~~amendment~~result toof ~~the~~any ~~Balance~~disagreement ~~Sheet~~with ~~8-K,~~the toCompany’s beoperations, ~~filed~~policies ~~with~~or ~~the SEC~~procedures.

~~The~~Appointment ~~Company’s management has concluded that in light~~ of ~~the~~Director ~~classification error described above, a material weakness exists in the Company’s internal control over financial reporting~~ and ~~that~~Officer ~~the Company’s disclosure controls and procedures were not effective. The Company’s remediation plan with respect to such material weakness will be described in more detail in the Q3 Form 10-Q/A.~~

~~The~~Effective ~~Company~~December 14, ~~does~~2022, ~~not~~the ~~expect~~board ~~any~~of directors of the ~~above~~Company ~~changes~~has ~~will~~appointed ~~have~~Kevin ~~any~~C. ~~impact~~Reilly onas ~~its~~a ~~cash~~director ~~position~~of ~~and cash held in~~ the ~~trust~~Company ~~account~~and ~~established~~as inChief ~~connection~~Financial ~~with~~Officer, filling the ~~IPO~~vacancy ~~(the~~left ~~“Trust~~by ~~Account”)~~Mr. Johnson.

~~The~~Mr. Reilly, ~~Company’s~~age ~~management~~32, joined Ally Bridge Group in 2021 and ~~the~~is ~~Audit~~currently ~~Committee~~a ~~have~~managing ~~discussed~~director ~~the~~focused ~~matters~~on ~~disclosed~~private equity strategies in ~~this~~healthcare ~~Current~~market ~~Report~~sectors. Before joining Ally Bridge Group, Mr. Reilly was a principal focused on ~~Form~~medical ~~8-K~~technology ~~with~~investments ~~WithumSmith+Brown~~at CRG, PCL.P., a healthcare investment management firm providing growth capital to companies through the form of long-term debt and equity, beginning in 2014. Mr. Reilly began his career in 2012 in the Healthcare Investment Banking Group at Stifel, Nicolaus & Company’s, ~~independent~~Inc. ~~registered~~Mr. Reilly ~~public~~holds ~~accounting~~a ~~firm~~Bachelor of Science degree in Finance and Information Systems from the University of Maryland.

~~Cautionary~~In ~~Statements~~connection ~~Regarding~~with ~~Forward-Looking~~Mr. Reilly’s ~~Statements~~appointment as Chief Financial Officer and a director of the Company, the Company entered into the following agreements:

~~This~~• ~~Current~~A ~~Report~~Letter onAgreement, ~~Form~~as ~~8-K includes “forward-looking statements” within the meaning~~ of ~~the~~December ~~safe~~14, ~~harbor~~2022 ~~provisions of~~ (the ~~U.S. Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the use of words such as~~ “~~believes,”~~Letter ~~“expects,~~Agreement” ~~“intends~~),” ~~“plans,”~~between ~~“estimates,”~~the ~~“assumes,”~~Company ~~“may,”~~and ~~“should,”~~Mr. ~~“will~~Reilly,” ~~“seeks,”~~pursuant orto ~~other~~which ~~similar expressions~~Mr. ~~Such~~Reilly ~~statements~~agreed ~~may~~to: ~~include,~~vote ~~but~~any ~~are~~ordinary ~~not~~shares ~~limited~~of ~~to, statements regarding~~ the Company’s ~~cash~~held ~~position~~by ~~and~~him ~~cash held~~ in ~~its~~favor ~~Trust~~of ~~Account.~~the ~~These~~Company’s ~~statements~~initial ~~are~~business ~~based~~combination; onfacilitate ~~current expectations on~~ the ~~date~~liquidation ~~of this Form 8-K~~ and ~~involve~~winding aup ~~number~~ of ~~risks~~the ~~and~~Company ~~uncertainties~~if ~~that~~an ~~may~~initial ~~cause~~business ~~actual~~combination ~~results~~is ~~to differ significantly. The Company does~~ not ~~assume~~consummated ~~any~~within ~~obligation~~the totime ~~update~~period orrequired ~~revise~~by ~~any~~its ~~such~~amended ~~forward-looking~~and ~~statements,~~restated ~~whether~~memorandum asand ~~the~~articles ~~result~~ of ~~new~~association; ~~developments~~and orcertain ~~otherwise.~~transfer ~~Readers~~restrictions ~~are~~with ~~cautioned~~respect ~~not~~ to ~~put~~the ~~undue~~Company’s ~~reliance on forward-looking statements~~securities.

•

An Indemnity Agreement, as of December 14, 2022 (the “Indemnity Agreement”), between the Company and Mr. Reilly, providing Mr. Reilly certain contractual indemnification in addition to the indemnification provided for in the Company’s amended and restated memorandum and articles of association.

Mr. Reilly is not expected to enter into an employment agreement or receive any compensation from the Company for serving as the Company’s Chief Financial Officer and as a director. Mr. Reilly is not expected to be appointed to any committees of the Company’s board of directors.

Other than as disclosed above, there are no arrangements or understandings between Mr. Reilly and any other persons pursuant to which Mr. Reilly was selected as a director and an executive officer of the Company. There are no family relationships between Mr. Reilly and any of the Company’s other directors or executive officers and Mr. Reilly does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

SIGNATURES

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 30, 2021

ABG ACQUISITION CORP. I

Date: December 15, 2022

ABG ACQUISITION CORP. I

/s/ ~~Daniel~~Fan ~~Johnson~~(Frank) Yu

~~Daniel~~Fan ~~Johnson~~(Frank) Yu

Chief ~~Financial~~Executive Officer

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