UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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):

~~June 15~~July 6, 2023 (June 1330, 2023)

CRESCERA CAPITAL ACQUISITION CORP.

(Exact Name of Registrant as Specified in its Charter)

Cayman Islands		001-41081		N/A
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

Rua Aníbal de Mendonça, 27, 2nd floor,

Rio de Janeiro, RJ, Brazil

22410-050

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: +55 (21) 3687-1500

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 (see General Instruction A.2. below): ☐ 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))

☐	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
Class A ordinary shares, par value $0.0001 per share	CREC	Nasdaq Global Market
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	CRECW	Nasdaq Global Market
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant	CRECU	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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On June 1330, 2023, Crescera Capital Acquisition Corp. (the “Company”), received a written notice from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) indicating that ~~since~~ the Company’s ~~aggregate~~securities ~~market~~(units, ~~value~~ordinary ofshares, ~~its outstanding~~ warrants, ~~was~~and ~~less~~rights) ~~than~~would $1be ~~million,~~subject ~~the~~to ~~Company~~suspension ~~was~~and ~~no longer in compliance~~delisting ~~with~~from ~~the~~The Nasdaq Global Market ~~continued~~at ~~listing~~the ~~criteria~~opening ~~set~~of ~~forth~~business inon ~~Listing~~July ~~Rule 5452(b)(C)~~11, ~~which~~2023 ~~requires~~due to the Company’s tonon-compliance ~~maintain an~~with: ~~aggregate~~(i) ~~market~~Nasdaq ~~value~~Listing Rule of5452, ~~its~~which ~~outstanding~~requires ~~warrants~~acquisition ofcompanies atlisted ~~least~~under $1alternative ~~million~~Listing ~~(the~~Rule ~~“Notice”).~~5406 ~~The~~to ~~Notice~~maintain ~~additionally~~a ~~indicates that~~minimum ~~the~~average ~~Company,~~market ~~pursuant~~value of tolisted ~~the~~securities ~~Listing~~of ~~Rules~~$50,000,000, ~~has~~or 45average ~~calendar~~market ~~days,~~value orof ~~until~~publicly ~~July~~held ~~28,~~shares ~~2023~~of $40,000,000, tofor ~~submit~~over a30 ~~plan~~consecutive trading days to ~~regain~~maintain compliance~~. If~~ with Nasdaq’s ~~accepts~~continued ~~the~~listing ~~Company’s~~requirements; ~~plan,~~and ~~the~~(ii) ~~Company~~Nasdaq ~~will~~Listing ~~have~~Rule ~~180~~5452(a)(2)(C), ~~calendar~~which ~~days~~requires acquisition ~~from~~companies ~~the~~to ~~date~~hold ofat ~~the~~least ~~Notice~~600,000 orin ~~until~~publicly ~~December~~held 10shares. Accordingly, ~~2023,~~ toNasdaq ~~evidence~~informed ~~compliance.~~us Ifthat ~~Nasdaq~~a ~~were~~Form to25-NSE ~~reject~~will be filed with the ~~Company’s~~Securities ~~plan~~and Exchange Commission (the “SEC”), ~~Nasdaq~~which ~~rules~~will ~~permit~~remove the Company’s tosecurities ~~appeal~~from ~~the~~listing ~~decision~~and toregistration aon ~~hearings~~The ~~panel~~Nasdaq Stock Market.

The Notice serves only as a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of the Company’s warrants on the Nasdaq Global Market. Additionally, the Notice relates only to the Company’s warrants and will have no effect on the listing or trading of the Company’s Class A ordinary shares. The Company intends to take action to submit a plan to regain compliance within the 45 calendar day submission period, and, if Nasdaq accepts the plan to regain compliance, to subsequently regain compliance with Rule 5452(b)(C) within the 180 calendar day compliance period. While the Company is exercising diligent efforts to maintain the listing of its warrants on Nasdaq Global Market, there can be no assurance that the Company will be able to regain or maintain compliance with Nasdaq Global Market aggregate market value of outstanding warrants requirement. In addition, if the Company does not meet the aggregate market value of outstanding warrants requirement by the end of the 180 calendar day compliance period, Nasdaq could provide notice that the Company’s warrants will become subject to delisting. In the event the Company receives notice that its warrants are being delisted, Nasdaq rules permit the Company to appeal any delisting determination by the Nasdaq staff to a hearings panel.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.		Description
104		Cover Page Interactive Data File (embedded with the Inline XRBL document).

SIGNATURES

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.

Date: June 15, 2023

Date: July 6, 2023	CRESCERA CAPITAL ACQUISITION CORP.

	By:	/s/ Felipe Samuel Argalji
		Felipe Samuel Argalji
		Chief Executive Officer

CRESCERA CAPITAL ACQUISITION CORP. By: /s/ Felipe Samuel Argalji Felipe Samuel Argalji Chief Executive Officer

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