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): ~~January~~June 278, 2023

Talon 1 Acquisition Corp.

(Exact name of registrant as specified in its charter)

Cayman Islands	001-41001	98-1598139
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or other jurisdictionof incorporation)	(Commission File Number)	(I.R.S. EmployerIdentification No.)

2333 Ponce de Leon Blvd., Suite 630,

Coral Gables, FL

33134

(Address of principal executive offices)

(Zip Code)

(786) 662-3114

(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 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 on which registered
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one warrant	TOACU	The Nasdaq Global Market
Class A ordinary share	TOAC	The Nasdaq Global Market
Warrants included as part of the units	TOACW	The Nasdaq Global 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

On ~~January~~June 278, 2023, Talon 1 Acquisition Corp., a(the ~~Cayman~~“Company”) ~~Islands~~determined ~~exempted~~that ~~company,~~it ~~incorporated~~will ~~with~~not ~~limited~~seek ~~liability~~an ~~(the~~extension ~~“Company”~~of orthe ~~“Talon”)~~time ~~held~~to complete an ~~extraordinary~~initial ~~general~~business ~~meeting~~combination and that it will redeem all of ~~shareholders~~its outstanding Class A ordinary shares, par value $0.0001 (the “~~Extraordinary~~Public ~~General Meeting~~Shares”), ~~for~~effective as of the ~~purpose~~close of ~~considering~~business ~~and~~on ~~voting~~June 20, on2023, because the ~~Charter~~Company ~~Amendment~~will ~~and~~not ~~the~~consummate ~~Trust~~an ~~Agreement~~initial ~~Amendment~~business ~~(each~~combination aswithin ~~defined~~the ~~below)~~time ~~and,~~period ifrequired ~~presented,~~by ~~the~~its ~~proposal~~Amended toand ~~adjourn~~Restated ~~the~~Memorandum ~~Extraordinary~~and ~~General~~Articles ~~Meeting~~of toAssociation a(as ~~later~~amended, ~~date~~the “Articles”).

AtPursuant to the ~~Extraordinary~~terms ~~General~~of ~~Meeting,~~ the ~~shareholders~~Articles, ofif the Company ~~approved~~is ~~the~~unable ~~amendment~~ to complete an initial business combination by June 8, 2023, the Company’s ~~investment~~will ~~management~~(i) cease ~~trust~~all ~~agreement,~~operations ~~dated~~except asfor the purpose of ~~November~~winding up, (ii) 3as promptly as reasonably possible but not more than ten business days thereafter, ~~2021~~redeem the Public Shares, byat ~~and~~a ~~between~~per-share price, payable in cash, equal to the ~~Company~~aggregate ~~and~~amount ~~Continental~~then ~~Stock~~on ~~Transfer &~~deposit ~~Trust~~in ~~Company,~~the ~~LLC~~trust account (the “Trust ~~Agreement Amendment~~Account”)., ~~Pursuant~~including tointerest earned on the ~~Trust~~funds ~~Agreement~~held ~~Amendment~~in the trust account and not previously released to make permitted withdrawals (less up to $100,000 of interest to pay dissolution expenses and net of taxes payable), divided by the ~~Company~~number of then outstanding Public Shares, which redemption will ~~deposit~~completely ~~into~~extinguish ~~the~~public ~~Company~~shareholders’s ~~trust~~rights ~~account~~as shareholders (including the ~~“Trust~~right ~~Account”~~to receive further liquidating distributions, if any), ~~for~~subject ~~each~~to ~~one-month~~applicable ~~extension~~law, ~~$330~~and (iii) as promptly as reasonably possible following such redemption,~~000~~ subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate by way of a members voluntary liquidation, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

The ~~foregoing~~per-share ~~description~~redemption ofprice for the ~~Trust~~Public ~~Agreement~~Shares ~~Amendment~~will isbe aapproximately ~~summary~~$10.49 ~~only~~(the ~~and~~“Redemption isAmount”). ~~qualified~~The inbalance ~~its~~of ~~entirety~~the byTrust ~~reference~~Account toas ~~the~~of ~~full~~June 7, ~~text~~2023 was approximately $101,693,581.14. In accordance with the terms of the ~~Trust~~related ~~Agreement~~trust ~~Amendment~~agreement, athe ~~copy~~Company expects to retain $100,000 of ~~which~~the isinterest ~~attached~~and asdividend ~~Exhibit~~income ~~10.1~~from ~~hereto~~the ~~and~~Trust isAccount ~~incorporated~~to bypay ~~reference~~dissolution ~~herein~~expenses.

~~Item~~After ~~2.03~~the ~~Creation~~redemption ofis acomplete, ~~Direct~~the ~~Financial~~Public ~~Obligation~~Shares orwill anbe ~~Obligation~~deemed ~~under~~cancelled anand ~~Off-Balance~~will ~~Sheet~~represent ~~Arrangement~~only ofthe aright ~~Registrant~~to receive the Redemption Amount.

InThe ~~connection~~Redemption ~~with~~Amount ~~the~~will ~~Trust~~be ~~Agreement~~payable ~~Amendment,~~to ~~AVi8~~the ~~Acquisition~~holders ~~LLC~~of (the ~~“Sponsor”)~~Public ~~has~~Shares ~~agreed~~upon todelivery ~~make~~of ~~available~~their shares or units to the Company’s antransfer ~~aggregate~~agent, ~~amount~~Continental Stock Transfer & Trust Company. Beneficial owners of upPublic toShares ~~US$4~~held in “street name,~~000~~” however,~~000~~ ~~pursuant~~will not need to atake ~~promissory~~any ~~note~~action in ~~favor~~order ofto ~~the~~receive ~~Sponsor (~~the ~~“Note”)~~Redemption Amount.

~~The~~There ~~Sponsor~~will ~~may~~be ~~elect~~no toredemption ~~convert~~rights upor toliquidating ~~$1,500,000~~distributions of the outstanding principal balance of the Note into warrants to purchase shares of Class A ordinary shares of the Company at a conversion price equal to $1.00 per warrant. The terms of such warrants issued in connection with ~~such~~respect ~~conversion shall be identical~~ to the ~~warrants issued to the Sponsor in connection with the~~ Company’s ~~initial public offering that closed on November 8~~warrants, ~~2021.~~which ~~The Note does not bear interest. In the event that the Company does not consummate a business combination, the Note~~ will beexpire ~~repaid only from amounts remaining outside of the Company’s trust account, if any~~worthless.

The ~~proceeds~~Company’s ofsponsor ~~the~~has ~~Note~~waived ~~will~~its beredemption ~~used~~rights bywith ~~the~~respect ~~Company~~ to ~~deposit additional funds to~~ the ~~trust~~outstanding ~~account~~founder inshares ~~connection~~and ~~with~~private ~~the~~placement ~~extension~~warrants. ofAfter the ~~amount~~redemption ofis ~~time~~complete, the Company ~~has~~will ~~available~~cease toall ~~complete~~operations aexcept ~~business~~for ~~combination~~those ~~and~~required to ~~fund~~wind up the Company’s ~~operations~~business.

The ~~foregoing~~Company ~~description~~expects isthat ~~qualified~~The inNasdaq ~~its~~Stock ~~entirety~~Market byLLC ~~reference~~will file a Form 25 with the Securities and Exchange Commission (the “Commission”) in order to delist the ~~Note,~~Company’s securities. The Company thereafter expects to file a ~~copy~~Form of15 ~~which~~with isthe ~~attached~~Commission asto ~~Exhibit~~terminate ~~10.2~~the ~~hereto~~registration ~~and~~of isthe ~~incorporated~~Company’s ~~herein~~securities byunder ~~reference~~the Securities Exchange Act of 1934, as amended.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the Extraordinary General Meeting, the shareholders of the Company approved an amendment (the “Charter Amendment”) to the Company’s Amended and Restated Memorandum and Articles of Association to extend the date by which the Company must consummate an initial business combination up to nine (9) times for an additional one (1) month each time from February 8, 2023 to November 8, 2023 (which is 24 months from the closing of the Company’s initial public offering). Under Cayman Islands law, the Charter Amendment took effect upon approval by the shareholders. The Company plans to file the Charter Amendment with the Cayman Islands General Registry within 15 days of the Extraordinary General Meeting.

The foregoing description is qualified in its entirety by reference to the Charter Amendment, a copy of which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.

Item 5.07. Submission of Matters to a Vote of Security Holders.

At the Extraordinary General Meeting, holders of 24,144,029 ordinary shares, comprised of 18,394,029 Class A ordinary shares, par value $0.0001 per share (“Class A Ordinary Shares”), and 5,750,000 Class B ordinary shares, par value $0.0001 per share (together with Class A Ordinary Shares, the “Ordinary Shares”), were present in person or by proxy, representing approximately 83.98% of the voting power of the 28,750,000 issued and outstanding ordinary shares of Talon (“Outstanding Shares”) entitled to vote at the Extraordinary General Meeting as of the close of business on January 9, 2023, which was the record date for the Extraordinary General Meeting.

In connection with the Extraordinary General Meeting, shareholders properly elected to redeem an aggregate of 13,317,392 Class A Ordinary Shares at a redemption price of approximately $10.41 per share (the “Redemption”), for an aggregate redemption amount of approximately $138,639,176. Following such redemptions, approximately $100,799,675 will remain in the Talon trust account (the “Trust Account”), not including the extension payment of $330,000.

At the Extraordinary General Meeting, the Company’s shareholders approved the proposal to amend the Company’s Amended and Restated Memorandum and Articles of Association (the “Extension Amendment”) to give the Company the right to extend the date by which it has to consummate a business combination from February 8, 2023 up to 9 times for an additional one (1) month each time up to November 8, 2023 (i.e., for a period of time ending up to 24 months after the consummation of its initial public offering) (such proposal, the “Extension Amendment Proposal”).

The following is a tabulation of the votes with respect to the Extension Amendment Proposal, which was approved by the Company’s shareholders:

Ordinary Shares Votes For		Ordinary Shares Votes Against		Ordinary Shares Abstentions
23,187,925		956,104		0

The following is a tabulation of the votes with respect to the Trust Amendment Proposal, which was approved by the Company’s shareholders:

Ordinary Shares Votes For		Ordinary Shares Votes Against		Ordinary Shares Abstentions
23,187,925		956,104		0

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit		Description
ExhibitNo.		Description
3.1		Amendment to the Amended and Restated Memorandum and Articles of Association of Talon 1 Acquisition Corporation
104		Cover Page Interactive Data File (embedded with the Inline XBRL document
10.1		Amendment to the Investment Management Trust Agreement, dated January 27, 2023
10.2		Promissory Note, dated January 27, 2023
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.

	Talon 1 Acquisition Corp.
	TALON 1 ACQUISITION CORP.
Date: February 2, 2023	By:	/s/ Edward J. Wegel
	By:	/s/ Ed Wegel
	Name:	~~Edward~~Ed J. Wegel
	Title:	Chief Executive Officer
Dated: June 8, 2023

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