UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

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): March 1317, ~~2022~~2023

MSD ~~ACQUISITION~~ ~~CORP~~Acquisition Corp.

(Exact name of registrant as specified in its charter)

Cayman Islands	001-40290	98-1583537
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

One Vanderbilt Avenue, 26th Floor New York, New York		10017
One Vanderbilt Avenue, 26th Floor New York, NY		10017
(Address of principal executive offices)		(Zip Code)

(212) 303-1650 (Registrant’s telephone number, including area code)

~~Registrant’s~~N/A ~~telephone number, including area code~~

(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 (see General Instruction A.2.):

☐ 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~~Soliciting material pursuant to ~~Section~~ Rule 14a-12~~(b)~~ ofunder the Exchange Act: (17 CFR 240.14a-12)

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, $0.0001 par value per share, and one-fifth of one redeemable warrant	MSDAU	The Nasdaq Stock Market LLC
Class A ordinary shares included as part of the Units	MSDA	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	MSDAW	The Nasdaq Stock Market LLC

☐	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))

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~~Securities ~~5.02.~~registered ~~Departure~~pursuant ofto ~~Directors~~Section or12(b) ~~Certain Officers; Election~~ of ~~Directors;~~the ~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~Act:

On March 13, 2022, the Board of Directors (the “Board”) of MSD Acquisition Corp. (the “Company”) elected Allen Shim, age 41, to serve as a Class I director of the Company for a term ending at the date of the Company’s first annual general meeting. The Board has determined that Mr. Shim qualifies as an independent director under applicable Securities and Exchange Commission (“SEC”) and Nasdaq rules. Mr. Shim will serve on the Compensation Committee of the Board and the Nominating Committee of the Board, and as the chairman of the Audit Committee of the Board.

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one-fifth of one warrant	MSDAU	The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share	MSDA	The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share	MSDAW	The Nasdaq Stock Market LLC

~~Mr.~~Item ~~Shim served as the Chief Financial Officer of Slack Technologies, Inc~~8. ~~(“Slack”) and previously as its SVP of Finance from 2014 through 2021~~01. ~~While~~Other ~~at Slack, Mr~~Events. Shim was responsible for Slack’s financial management strategy, which included overseeing global operations, finance, administration, and IT. Mr. Shim led the company’s direct listing offering in June 2019 and oversaw its acquisition by Salesforce (NYSE: CRM) which closed in July 2021. Prior to Slack, from 2008 to 2014, Mr. Shim served as Vice President of Finance and Treasurer at YuMe, Inc., a data analysis company for television advertising that was acquired by RhythmOne in 2017. Prior to this, Mr. Shim worked at Yahoo and began his career in investment research. Mr. Shim is a Chartered Financial Analyst (CFA) charterholder and holds a Bachelor of Science in Economics from the Wharton School of the University of Pennsylvania. The Company believes Mr. Shim’s extensive financial management skills and leadership experience with world-renowned companies make him well qualified to serve on the Board.

InMSD ~~connection~~Acquisition ~~with Mr~~Corp. ~~Shim’s appointment as a director, on March 14, 2022, the Company entered into a letter agreement with Mr. Shim~~ (the “~~Letter Agreement~~Company”)~~, pursuant~~ to(Nasdaq: ~~which~~MSDA), ~~among~~a ~~other~~special ~~things~~purpose acquisition company, ~~Mr.~~today ~~Shim~~announced ~~has~~that ~~agreed~~it ~~(i)~~will toredeem ~~vote~~all ~~any~~of its outstanding Class A ordinary shares ~~held by him in favor of the Company’s~~, ~~initial~~par ~~business~~value ~~combination;~~$0.0001 (~~ii) to facilitate~~ the ~~liquidation~~“Public ~~and~~Shares”), ~~winding~~effective upas of the ~~Company~~close ifof ~~an initial~~ business ~~combination~~on isMarch ~~not consummated~~29, ~~within~~2023, 24because ~~months; and (iii) to certain transfer restrictions with respect to~~ the Company’s ~~securities.~~will not ~~The~~consummate ~~Letter~~an ~~Agreement contains~~initial ~~substantially~~business ~~similar~~combination ~~provisions~~within to the ~~letter~~time ~~agreement~~period ~~entered~~required ~~into~~ by ~~the Company with~~ its ~~other~~Amended ~~insiders~~and atRestated ~~the~~Memorandum ~~time~~and ofArticles ~~the Company’s initial public offering. The foregoing description~~ of ~~the Letter Agreement is qualified in its entirety by reference to~~ ~~the~~Association ~~full text of~~ (the ~~Letter Agreement, a copy of which is filed herewith as Exhibit 10~~“Articles”).~~1 and incorporated herein by reference.~~

~~The~~As stated in the Company’s ~~also~~Articles ~~entered~~and ~~into~~in anthe ~~indemnification~~Company’s ~~agreement~~registration ~~with~~statement Mron Form S-1 (Registration No. ~~Shim~~333-253316), ininitially ~~connection~~filed with ~~his~~the ~~appointment~~United toStates Securities and Exchange Commission (the ~~Board.~~“Commission”) ~~The~~on ~~indemnification~~February ~~agreement~~19, 2021, if the Company is inunable ~~substantially~~to complete an initial business combination within 24 months of the ~~same~~Company’s ~~form~~initial public offering, the Company will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Company’s ~~standard~~trust ~~form~~account (the “Trust Account”), including interest earned on the Trust Account and not previously released to the Company to pay tax obligations, if any, less up to $100,000 of ~~indemnification~~interest ~~agreement~~to pay dissolution expenses, adivided ~~copy~~by the number of the issued and Public Shares, which ~~was~~redemption ~~filed~~will completely extinguish public shareholders’ rights as ~~Exhibit~~shareholders ~~10.4~~(including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s ~~Form~~remaining shareholders ~~S-1/A~~and ~~filed~~the ~~with~~Directors, liquidate and dissolve, subject in the ~~SEC~~case onof ~~March~~the 17foregoing clauses (ii) and (iii), ~~2021~~to its obligations under Cayman Islands law to provide for claims of creditors, and in all cases subject to the other requirements of applicable law.

~~There~~The ~~are~~per-share noredemption ~~family~~price ~~relationships~~for ~~between~~the ~~Mr. Shim~~Public ~~and~~Shares ~~any~~will ~~director~~be orapproximately ~~executive~~$10.22 ~~officer~~(the “Redemption Amount”). The balance of the ~~Company,~~Trust ~~and~~Account ~~the~~as ~~Company~~of ~~has~~March ~~not~~13, ~~entered~~2023 ~~into~~was ~~any~~approximately $588,152,033.46, ~~transactions~~which ~~with~~includes Mrapproximately $13,152,033.46 ~~Shim~~in ~~that~~interest ~~would~~and ~~require disclosure~~dividend ~~under~~income ~~Item 404~~(a) excess of ~~Regulation~~ ~~S-K.~~cash ~~There~~over is$575,000,000, nothe ~~arrangement~~funds deposited orinto ~~understanding~~the ~~between~~Trust MrAccount). ~~Shim~~In ~~and~~accordance ~~any~~with ~~other person~~the ~~pursuant~~terms toof ~~which~~the ~~Mr.~~related ~~Shim~~trust ~~was~~agreement, ~~appointed~~the asCompany aexpects ~~director~~to retain $100,000 of the ~~Company~~interest and dividend income from the Trust Account to pay dissolution expenses.

~~Item~~As ~~9.01.~~of ~~Financial~~the ~~Statement~~close of business on March 29, 2023, the Public Shares will be deemed cancelled and ~~Exhibits~~will represent only the right to receive the Redemption Amount.

~~(d)~~The ~~Exhibits~~Redemption Amount will be payable to the holders of the Public Shares upon delivery of their shares or units to the Company’s transfer agent, Continental Stock Transfer & Trust Company. Beneficial owners of Public Shares held in “street name,” however, will not need to take any action in order to receive the Redemption Amount.

Exhibit		Description
10.1		Letter Agreement, dated March 14, 2022, by and between MSD Acquisition Corp. and Allen Shim.
104		Cover Page Interactive Data File (formatted as inline XBRL).

There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless.

1The Company’s sponsor has waived its redemption rights with respect to the outstanding founder shares and private placement warrants. After March 29, 2023, the Company shall cease all operations except for those required to wind up the Company’s business.

~~SIGNATURE~~The Company expects that The Nasdaq Stock Market LLC will file a Form 25 with the Commission in order to delist the Company’s securities. The Company thereafter expects to file a Form 15 with the Commission to terminate the registration of the Company’s securities under the Securities Exchange Act of 1934, as amended.

~~Pursuant~~A tocopy ~~the requirements~~ of the ~~Securities~~letter ~~Exchange~~to ~~Act~~the ofstockholders ~~1934,~~from the ~~registrant~~Chief ~~has~~Executive ~~duly~~Officer ~~caused~~of ~~this~~the ~~report~~Company tois beattached ~~signed~~hereto onas ~~its~~Exhibit ~~behalf~~99.1 byand ~~the~~is ~~undersigned~~incorporated ~~hereunto~~herein ~~duly~~by ~~authorized~~reference.

	MSD Acquisition Corp.
Date: March 15, 2022	By:	/s/ John Cardoso
	Name:	John Cardoso
	Title:	Chief Financial Officer

Item 9.01. Financial Statements and Exhibits.

Exhibit No.		Description
99.1		Letter to the stockholders from the Chief Executive Officer of the Company, dated March 17, 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, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MSD ACQUISITION CORP.

Date: March 17, 2023	By:	/s/ John Cardoso
	Name:	John Cardoso
	Title:	Chief Financial Officer

[Signature Page to Form 8-K]

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