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 151, ~~2022~~2023

Aequi Acquisition Corp.

(Exact name of registrant as specified in its charter)

Delaware		001-39715		85-2850133
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

500 West Putnam Avenue, Suite 400

Greenwich, CT 06830

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (917) 297-4075

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(s)	Name of each exchange on which registered

Units, each consisting of one share of Class A Common Stock and one-third of one Redeemable Warrant	ARBGU	The Nasdaq Stock Market LLC
Class A Common Stock, par value $0.0001 per share	ARBG	The Nasdaq Stock Market LLC
Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50	ARBGW	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 51.~~03.~~01 ~~Amendments~~Entry tointo ~~Articles~~a ofMaterial ~~Incorporation~~Definitive ~~or Bylaws; Change in Fiscal Year.~~Agreement

On ~~November~~ ~~15,~~February ~~2022~~1, 2023, Aequi Acquisition Corp., a Delaware corporation (the “Company”), ~~held~~issued a ~~special~~promissory ~~meeting~~note (the “Note”) in ~~lieu of~~the ~~annual~~principal ~~meeting~~amount of ~~stockholders~~up to $1,500,000 to Aequi Sponsor LLC (the “~~Meeting~~Sponsor”). AtThe Note ~~the~~was ~~Meeting,~~issued ~~the~~in ~~Company’s~~connection ~~stockholders~~with ~~approved~~advances ~~an amendment (~~the ~~“Charter~~Sponsor may ~~Amendment”)~~make in the future to the Company’s ~~Amended~~for ~~and~~working ~~Restated~~capital expenses. ~~Certificate~~As of ~~Incorporation~~the todate ~~extend~~hereof, the ~~date by~~Sponsor ~~which~~has not advanced any funds to the Company ~~must~~under ~~consummate~~the ~~its~~Note. If the Company completes an initial business combination (~~the~~a “~~Initial~~ Business Combination”), ~~from~~the ~~November 24,~~Company ~~2022~~would torepay ~~August~~the ~~24,~~Note ~~2023~~out ~~(or~~of ~~such~~the ~~earlier~~proceeds ~~date~~of the astrust ~~determined~~account byreleased to the ~~Board~~Company. ofOtherwise, ~~Directors~~the Note would be repaid only out of funds held outside the ~~Company)~~trust account. OnIn the ~~November~~event ~~15,~~that ~~2022~~a Business Combination does not close, the Company ~~filed~~ may use a ~~copy~~portion of the ~~Charter~~working ~~Amendment~~capital ~~with~~held outside the ~~Secretary~~trust account to repay the Note but no proceeds from the trust account would be used to repay the Note. At the election of ~~State~~the Sponsor, all or a portion of the ~~State~~unpaid principal amount of ~~Delaware.~~the ANote ~~copy~~may be converted into warrants of the ~~Charter~~Company ~~Amendment~~at isa ~~attached~~price of $1.50 per aswarrant ~~Exhibit~~(the 3“Conversion Warrants”).1 ~~hereto~~The Conversion Warrants and istheir ~~incorporated~~underlying ~~herein~~securities byare ~~reference~~entitled to the registration rights set forth in the Note.

~~Item~~The ~~5.07.~~issuance ~~Submission~~ of ~~Matters~~the Note was made pursuant to the exemption from registration contained in Section 4(a)(2) ~~Vote~~of the Securities Act of ~~Security~~1933, ~~Holders~~as amended.

~~At the~~The ~~Meeting,~~foregoing ~~the~~description is ~~Company’s~~qualified ~~stockholders~~in ~~approved~~its ~~the~~entirety ~~Charter~~by ~~Amendment~~reference ~~extending~~to the ~~date~~Note, bya ~~which~~copy ~~the~~of ~~Company~~which ~~must~~is ~~consummate~~attached ~~the Initial~~as ~~Business~~Exhibit ~~Combination~~10.1 ~~from~~hereto ~~November~~and ~~24,~~is ~~2022~~incorporated toherein ~~August 24, 2023 (the “Extension Amendment Proposal”)~~by reference.

~~The final~~Item ~~voting~~2.03 ~~results~~Creation ~~for~~of ~~the~~a ~~Extension~~Direct ~~Amendment~~Financial ~~Proposal~~Obligation ~~were~~or asan ~~follows:~~Obligation Under an Off-balance Sheet Arrangement of a Registrant.

For		Against		Abstain
19,768,103		3,575,625		496,341

The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.

~~In connection~~Item ~~with~~5.02 ~~the~~Departure ~~Meeting, stockholders holding 19,410,956 shares~~ of ~~Class~~Directors Aor ~~common~~Certain ~~stock~~Officers; ~~(the~~Election ~~“public~~of ~~shares”)~~Directors; ~~exercised their~~Appointment ~~right~~of toCertain ~~redeem~~Officers; ~~their~~Compensatory ~~shares~~Arrangements ~~for a pro rata portion~~ of ~~the~~Certain ~~funds in the Company’s trust account (the “Trust Account”)~~Officers. As a result, approximately $195.5 million (approximately $10.07 per public share) will be removed from the Trust Account to pay such holders and approximately $36.1 million will remain in the Trust Account. Following redemptions, the Company will have 3,589,044 public shares outstanding.

On February 1, 2023, Merline Saintil informed the Board of Directors of the Company (the “Board”) of her intention to resign as a director of the Company, effective immediately. Her resignation was for personal reasons and was not due to any disagreement with the Company. Upon her resignation as a director, Ms. Saintil became a specialist advisor of the Company to assist the Company’s management team in its continuing search and diligence of suitable acquisition targets for the Company’s initial business combination.

To fill the vacancy in the audit committee of the Board (the “Audit Committee”) created by Ms. Saintil’s resignation, on February 1, 2023, the Board appointed Jason Scheir, a director of the Company, to serve as a member of the Audit Committee, effective immediately.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. ~~The following exhibits are filed with this Form 8-K:~~

Exhibit No.		Description of Exhibits
Exhibit Number		Description
3.1		Amendment to the Amended and Restated Certificate of Incorporation, filed on November 15, 2022.
99.1		Promissory Note of the Company, dated February 1, 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.

Dated: ~~November~~February 183, ~~2022~~ 2023

AEQUI ACQUISITION CORP. By: /s/ Hope S. Taitz Name: Hope S. Taitz Title: Chief Executive Officer and ~~interim~~Interim Chief Financial Officer

Filing Compare · Aequi Acquisition Corp.