UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~ SECTION 13 orOR ~~Section~~ 15(d)

ofOF ~~the~~THE ~~Securities~~SECURITIES ~~Exchange~~EXCHANGE ~~Act~~ACT ofOF 1934

Date of Report (Date of earliest event reported): ~~June 20~~July 13, 2023 (~~June~~July 1510, 2023)

Sustainable Development Acquisition I Corp.

(Exact name of registrant as specified in its charter)

Delaware		001-40002		85-4353398
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

Commission file number 001-40002

5701 Truxtun Avenue, Suite 201 Bakersfield, California		93309
Delaware		85-4353398
(Address of principal executive offices)		(Zip Code)
(State or other jurisdiction of incorporation )		(I.R.S. Employer Identification Number)

~~Registrant’s~~5701 ~~telephone~~Truxtun ~~number~~Avenue, ~~including~~Suite ~~area code: (323) 329-8221~~201

Bakersfield, California 93309

(Address of registrant’s principal executive offices) (Zip Code)

(323) 329-821

(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 toof 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	TradingSymbol(s)	Name of each exchange on which registered
Title of Class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one redeemable warrant	SDACU	The Nasdaq Capital Market
Units, each consisting of one share of Class A Common Stock, $0.0001 par value, and one-half of one redeemable Warrant	SDACU	The Nasdaq Stock Market LLC
Shares of Class A common stock included as part of the units	SDAC	The Nasdaq Capital Market
Class A Common Stock, $0.0001 par value	SDAC	The Nasdaq Stock Market LLC
Redeemable warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50	SDACW	The Nasdaq Capital Market
Redeemable Warrants, each whole Warrant exercisable for one share of Class A Common Stock, each at an exercise price of $11.50 per share	SDACW	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 ☒

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 38.01 ~~Notice~~Other ~~of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing~~Events.

On ~~June~~July 1510, 2023, the directors (the “Directors”) of Sustainable Development Acquisition I Corp. (the “Company”) ~~received~~determined ato ~~notification~~dissolve ~~letter~~and liquidate the Company in accordance with the provisions of the Company’s Amended and Restated Certificate of Incorporation (as further amended on February 2, 2023, the “~~Notification~~Certificate ~~Letter~~of Incorporation”), ~~from~~and ~~The~~the ~~Nasdaq~~Investment ~~Stock~~Management ~~Market~~Trust Agreement, ~~LLC~~between ~~(“Nasdaq”)~~the ~~that~~Company itand isContinental ~~not~~Stock inTransfer & ~~compliance~~Trust ~~with~~Company (“CST” or the ~~minimum~~“Trustee”), ~~Market~~dated ~~Value~~as of ~~Listed~~February 4, ~~Securities~~2021 (the “~~MVLS~~Trust Agreement”). ~~set~~Accordingly, ~~forth~~the inCompany ~~Nasdaq~~will ~~Listing~~redeem ~~Rule~~all ~~5450(b)(2)~~of ~~for~~its ~~continued~~Class A ~~listing~~Common onStock, ~~Nasdaq~~$0.0001 ~~Nasdaq~~par ~~Listing~~value ~~Rule 5550~~(bthe “Public Shares”)~~(2)~~ ~~requires~~that ~~listed~~were ~~securities~~issued toin ~~maintain~~its ainitial ~~MVLS~~public ofoffering ~~$35~~(the “IPO”),~~000,000,~~ ~~and~~at ~~Nasdaq~~a ~~Listing~~per-share ~~Rule~~redemption ~~5810(c)(3)(c)~~price, ~~provides~~payable ~~that~~in acash, ~~failure~~equal to ~~meet~~ the ~~minimum~~aggregate ~~MVLS~~amount ~~requirement~~then ~~exists~~on ifdeposit in the ~~deficiency~~Trust ~~continues~~Account ~~for~~(as adefined ~~period~~in ofthe 30Trust ~~consecutive~~Agreement), ~~business~~including ~~days.~~interest ~~Based~~earned on the ~~MVLS~~funds ofheld in the ~~Company’s~~Trust ~~common~~Account ~~stock~~and ~~between~~not ~~May 1,~~previously ~~2023~~released ~~and~~to ~~June 14, 2023,~~ the Company noto ~~longer~~pay ~~meets~~taxes ~~the~~(less ~~minimum~~up ~~MVLS~~to ~~requirement.~~US$100,000 ~~The~~of ~~Notification~~interest ~~Letter~~to ispay ~~only~~dissolution aexpenses), ~~notification~~divided ofby ~~deficiency,~~the ~~not~~number of ~~imminent~~then ~~delisting~~outstanding Public Shares in issue, ~~and~~which ~~has~~redemption nowill ~~current~~completely ~~effect~~extinguish onpublic ~~the~~shareholders’ ~~listing~~rights oras ~~trading~~shareholders of(including the ~~Company’s~~right ~~securities~~to receive further liquidation distributions, if any).

~~The~~In ~~Notification~~order ~~Letter~~to ~~provides~~provide ~~that~~for the disbursement of funds from the Trust Account, the Company has ~~180~~instructed ~~calendar~~the ~~days,~~Trustee orof ~~until~~the ~~December 12,~~Trust ~~2023,~~Account to ~~regain~~take ~~compliance~~all ~~with~~necessary ~~the~~actions ~~MVLS~~to ~~requirement~~liquidate (the ~~“Compliance~~Trust ~~Period”)~~Account. The ~~Company’s~~proceeds ~~securities~~of the Trust Account will ~~continue~~be toheld ~~trade~~in ona ~~Nasdaq~~non-interest ~~during~~bearing account while awaiting disbursement to the ~~Compliance~~holders ~~Period~~of the Public Shares. ToHolders ~~regain~~may ~~compliance,~~redeem ~~the~~their ~~minimum~~shares ~~MVLS~~for ~~price~~their pro rata portion of the ~~Company’s~~proceeds ~~common~~of ~~stock~~the ~~must~~Trust ~~close~~Account at(less $100,000 of interest to pay dissolution expenses) by delivering their Public Shares or ~~above~~units ~~$35~~to CST,~~000,000~~ ~~for~~as transfer agent. Investors holding through a ~~minimum~~broker ofneed ~~ten~~to ~~consecutive~~take ~~business~~no ~~days~~action ~~during~~in ~~the~~order ~~Compliance~~to ~~Period~~receive payment. IfThe redemption of the ~~Company~~Public ~~does~~Shares ~~not~~is ~~regain~~expected ~~compliance~~to bybe ~~December~~completed on or about July 1224, 2023, it(the ~~will~~“Redemption ~~receive~~Date”). ~~written~~At ~~notice~~the ~~from~~close ~~Nasdaq~~of ~~that~~business ~~its~~on ~~securities~~the ~~are~~business ~~subject~~day prior to ~~delisting.~~the AtRedemption ~~that time~~Date, the Company ~~may~~will ~~appeal~~stop ~~the~~trading ~~delisting~~its ~~determination~~Public toShares, aand ~~Hearings~~each ~~Panel~~Public inShare ~~accordance~~held ~~with~~at ~~Nasdaq~~that ~~Listing~~time ~~Rule~~will ~~5815~~represent the right to receive the redemption amount of approximately $10.39.

~~The~~There ~~Company~~will ~~intends~~be tono ~~monitor~~redemption ~~the~~rights ~~minimum~~or ~~MVLS~~liquidating ~~price~~distributions ~~requirement of its common stock and may, if appropriate, consider implementing available options to regain compliance~~ with ~~the~~respect ~~MVLS requirement. While the Company is exercising diligent efforts~~ to ~~maintain~~ the ~~listing of its common stock on The Nasdaq Capital Market, there can be no assurance that the~~ Company’s ~~will be able to regain or maintain compliance with the MVLS requirement~~warrants.

The Company’s initial shareholders, sponsors, officers and directors have waived their rights to liquidating distributions from the Trust Account with respect to any private placement shares or founder shares they hold. However, if the Company’s initial shareholders, sponsor or management team acquired any Public Shares or units in or after the Company’s initial public offering, they are entitled to liquidating distributions from the Trust Account with respect to such Public Shares.

The Company expects that Nasdaq will file a Form 25 with the United States Securities and Exchange Commission (the “SEC”) to delist the Company’s securities. The Company thereafter expects to file a Form 15 with the SEC to terminate the registration of its securities under the Securities Exchange Act of 1934, as amended.

On July 13, 2023, the Company issued a press release announcing that it intends to dissolve and liquidate in accordance with the provisions of its Certificate of Incorporation and Trust Agreement and will redeem all of its Public Shares. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number		Description

99.1		Press Release, dated as of July 13, 2023.

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

ExhibitNo.		Description
104		Cover Page Interactive Data File (formatted as Inline XBRL)

Signatures

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: June 20, 2023

SUSTAINABLE DEVELOPMENT ACQUISITION I CORP. By: /s/ Eric Techel Name: Eric Techel Title: Chief Financial Officer

Sustainable Development Acquisition I Corp.

Registrant

Date: July 13, 2023

/s/ Nicole Neeman Brady

Nicole Neeman Brady

Chief Executive Officer

Filing Compare · Sustainable Development Acquisition I Corp.