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): ~~November~~February 1715, ~~2021~~2023

Kadem Sustainable Impact Corporation

(Exact name of registrant as specified in its charter)

Delaware	001-40224	86-1306839
(State or other jurisdictionof incorporation)	(CommissionFile Number)	(IRS EmployerIdentification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

30 Broad Street, 14th Floor
30 Broad Street, 14th Floor New York, NY		10004
New York, NY		10004
(Address of principal executive office)		(Zip Code)
(Address of Principal Executive Offices)		(Zip Code)

(917) 841-6202

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 is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communication 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	~~TradingSymbol~~Trading Symbol(s)	Name of each ~~exchangeon~~exchange on which registered
Units, each consisting of one share of Class A common stock and one-half of one warrant	KSICU	Nasdaq Capital Market
Class A common stock, par value $0.0001 per share	KSI	Nasdaq Capital Market
Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share	KSICW	Nasdaq Capital Market

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 18.01. ~~Entry~~Other ~~into a Material Definitive Agreement~~Events.

~~The~~On ~~disclosure~~February 15, ~~contained~~2023, inKadem ~~Item~~Sustainable 2Impact Corporation, a Delaware corporation (the “Company”), issued a press release announcing that the Company will redeem all of its outstanding shares of Class A common stock, par value $0.030001 isper ~~incorporated~~share, effective as of the close of business on March 19, 2023, because the Company will not consummate an initial business combination within the time period required by ~~reference~~its inamended ~~this~~and ~~Item~~restated 1certificate of incorporation.01 A copy of the press release is furnished herewith as Exhibit 99.1.

Item 29.0301. ~~Creation of a Direct~~ Financial ~~Obligation~~Statements orand ~~an Obligation under an Off-Balance Sheet Arrangement of a Registrant~~Exhibits.

~~On November 17, 2021, Kadem Sustainable Impact Corporation, a Delaware corporation~~ (~~the “Company”~~d), ~~issued~~Exhibits an unsecured promissory note (the “Note”) in the principal amount of $1,500,000 to Kadem Management, LLC, a Delaware limited liability company (the “Sponsor”). The Note does not bear interest and is repayable in full upon consummation of the Company’s initial business combination (a “Business Combination”). If the Company does not complete a Business Combination, the Note shall not be repaid and all amounts owed under it will be forgiven. Upon the consummation of a Business Combination, the Sponsor shall have the option, but not the obligation, to convert all or a portion of the unpaid principal balance of the Note into that number of warrants to purchase one share of Class A Common Stock, $0.0001 par value per share, of the Company (the “Working Capital Warrants”) equal to the principal amount of the Note so converted divided by $1.00. The terms of the Working Capital Warrants will be identical to the terms of the warrants issued by the Company to the Sponsor in a private placement that took place simultaneously with the Company’s initial public offering. The Note is subject to customary events of default, the occurrence of which automatically trigger the unpaid principal balance of the Note and all other sums payable with regard to the Note becoming immediately due and payable.

The Note was issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.


Number		Description

99.1		Press Release dated February 15, 2023.

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

The Note is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The disclosure set forth in this Item 2.03 is intended to be a summary only and is qualified in its entirety by reference to the Note.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

ExhibitNumber		Description
10.1		Promissory Note, dated November 17, 2021, issued by the Company to the Sponsor
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: February 15, 2023


KADEM SUSTAINABLE IMPACT CORPORATION

By:		/s/ Charles Gassenheimer
Name:		Charles Gassenheimer
Title:		Chief Executive Officer and Secretary

KADEM SUSTAINABLE IMPACT CORPORATION

Date: November 22, 2021

/s/ Charles Gassenheimer

Charles Gassenheimer

Chief Executive Officer and Secretary

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