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): ~~August~~October 189, 2023

ALSP ORCHID ACQUISITION CORPORATION I

(Exact Name of Registrant as Specified in Its Charter)

Cayman Islands	001-41086	N/A
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. EmployerIdentification Number)
(State or Other Jurisdiction ofIncorporation or Organization)	(CommissionFile Number)	(I.R.S. EmployerIdentification Number)

2815 Eastlake Avenue East, Suite 300 Seattle, WA 98102		98102
2815 Eastlake Avenue East, Suite 300Seattle, WA 98102		98102
(Address of Principal Executive Offices)		(Zip Code)

(Registrant’s telephone number, including area code): (206) 957-7300

N/A

(Former name or former address, if changed since last report)

☐	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~~exchangeon on which registered
Units, each consisting of one share of Class A ordinary shares, $0.0001 par value, and on-half of one redeemable warrant	ALORU	The Nasdaq Stock Market LLC
Class A ordinary shares included as part of the units	ALOR	The Nasdaq Stock Market LLC
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	ALORW	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 (§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 8 3.01 Notice ~~Other~~of ~~Events~~Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On ~~August~~October 179, 2023, ~~the board of directors (the “Board”) of~~ ALSP Orchid Acquisition Corporation I., ~~(the “Company”) approved~~ a ~~three-month~~Cayman ~~extension~~Islands ofexempted ~~the~~company ~~time period during which~~ (the “Company”), ~~may~~received ~~consummate~~a anwritten ~~initial~~notice ~~business combination~~ (~~such time period,~~ the “~~Business Combination Period~~Notice” ~~and such extension, the “Extension”~~). Infrom ~~connection with~~ the ~~Extension,~~Nasdaq onListing ~~August 18,~~Qualifications ~~the~~Department ~~Company~~of ~~caused~~The toNasdaq beStock ~~deposited~~Market ~~into~~(“Nasdaq”) ~~the~~indicating ~~trust account~~ that the Company ~~established~~was not in ~~connection~~compliance with ~~its~~Nasdaq ~~initial~~Listing ~~public~~Rule ~~offering~~ 5450(~~such offering, the “IPO” and such account, the “Trust Account”~~a) ~~an aggregate amount of $199,632.70~~ (~~the “Extension Payment”~~2), orwhich ~~$0.10~~requires ~~per~~the ~~outstanding~~Company ~~Class A~~to ~~Ordinary~~maintain ~~Share~~at ~~included~~least in400 ~~the~~total ~~units~~holders ~~sold~~for ascontinued ~~part~~listing ofon the ~~IPO~~Nasdaq Global Market (the “~~Public~~Minimum ~~Shares~~Total Holders Rule”). The ~~Extension~~Notice ~~Payment~~is ~~was~~only ~~funded~~a bynotification anof ~~unrelated~~deficiency, ~~third~~not ~~party~~of ~~pursuant~~imminent ~~to an agreement with ALSP Orchid Sponsor LLC~~delisting, ~~the Company’s sponsor,~~ and has no ~~financial~~current ~~obligation~~effect ~~accrued~~on to the ~~Company~~listing asor atrading ~~result~~ of the ~~Extension~~Company’s orsecurities on the ~~Extension~~Nasdaq ~~Payment~~Global Market.

~~The~~In ~~Extension~~accordance iswith ~~the~~Nasdaq ~~first~~Listing ~~of two three-month extensions permitted under the Company’s second amended and restated memorandum and articles of association~~ Rule 5810(~~the “~~c)(2)(A~~&R Memorandum and Articles”~~)(i), ~~adopted by~~ the ~~Company’s~~Notice ~~shareholders~~states atthat the Company’s ~~extraordinary~~has 45 ~~general~~calendar ~~meeting~~days, ~~held~~or onuntil ~~February~~November 1724, 2023~~. Pursuant~~ , to ~~the~~submit ~~A&R~~a ~~Memorandum~~plan ~~and Articles, the Company may extend the Business Combination Period in up~~ to ~~two~~regain ~~separate~~compliance ~~instances,~~with ~~by an additional three months each, by depositing into~~ the ~~Trust~~Minimum ~~Account~~Total ~~for~~Holders ~~any three-month extension an amount equal to $0~~Rule.~~10 per Public Share.~~

~~The~~If ~~Extension~~the ~~extends~~Company ~~the~~is ~~date~~unable to regain compliance by ~~which~~that date, the Company ~~must~~intends ~~complete~~to ansubmit ~~initial~~a ~~business~~plan ~~combination~~to ~~from~~regain ~~August 23,~~compliance ~~2023~~with tothe ~~November 23,~~Minimum ~~2023~~Total Holders Rule within the required timeframe. ~~The~~If Nasdaq accepts the Company’s ~~may~~plan, ~~further~~Nasdaq ~~extend~~may grant the ~~expiration~~Company ~~date~~an extension of ~~the~~up ~~Business~~to ~~Combination~~180 ~~Period~~calendar bydays anfrom ~~additional~~the ~~three~~date ~~months~~of bythe ~~making~~Notice ~~another~~to ~~Extension~~evidence ~~Payment,~~compliance ~~and~~with ~~such~~the ~~date~~Minimum ~~will~~Total ~~also~~Holders ~~automatically~~Rule. beIf ~~extended~~Nasdaq bydoes ~~three~~not ~~months~~accept ifthe Company’s plan, the Company ~~files~~will ahave ~~Form 8-K including~~the aopportunity ~~definitive~~to ~~merger~~appeal orthe ~~acquisition~~decision ~~agreement~~in ~~for~~front anof ~~initial~~a ~~business~~Nasdaq ~~combination~~Hearings Panel.

The Company is monitoring the number of holders of its Class A ordinary shares and will consider options available to it to potentially achieve compliance.

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: ~~August~~October 2212, 2023


ALSP ORCHID ACQUISITION CORPORATION I

By:	/s/ Thong Q. Le
	Name:	Thong Q. Le
	Title:	Chief Executive Officer

Filing Compare · ALSP Orchid Acquisition Corp I