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): ~~May~~ 18July 7, 2023 (~~May~~June 1830, 2023)

Better World Acquisition Corp.

(Exact name of registrant as specified in its charter)

Delaware		001-39698		85-2448447
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

775 Park Avenue

New York, New York 10021

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (212) 450-9700

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 Common Stock and one Redeemable Warrant	BWACU	The Nasdaq Stock Market LLC

Common Stock, par value $0.0001 per share	BWAC	The Nasdaq Stock Market LLC

Warrants, each exercisable for one share of Common Stock for $11.50 per share	BWACW	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 13.~~02.~~01 ~~Termination~~Notice of Delisting or Failure to Satisfy a ~~Material~~Continued ~~Definitive~~Listing ~~Agreement~~Rule or Standard; Transfer of Listing.

As previously disclosed on, ~~December~~on January 9, ~~2022~~2023, Better World Acquisition Corp., ~~a Delaware corporation~~ (~~“Better~~the ~~World~~“Company”), ~~entered~~received ~~into~~a ~~that~~written ~~certain Business~~notice ~~Combination Agreement, dated as of December 9, 2022~~ (~~as amended,~~ the “~~Business Combination Agreement~~Notice”), byfrom ~~and~~the ~~among~~Listing ~~Better~~Qualifications ~~World,~~Department ~~Heritage~~(the ~~Distilling~~“Staff”) ~~Holding~~of ~~Company,~~The ~~Inc.,~~Nasdaq aStock ~~Delaware~~Market ~~corporation~~LLC (~~together with its successors,~~ “~~Heritage~~Nasdaq”), ~~Heritage~~indicating ~~Distilling~~that the ~~Group,~~Company ~~Inc.~~is ~~(formerly~~not ~~known~~in ascompliance ~~HDH~~with ~~Newco,~~Nasdaq ~~Inc.),~~Listing aRule ~~Delaware corporation and~~ 5620(a) ~~wholly-owned subsidiary of Better World~~ (the “~~Pubco~~Rule” ), ~~BWA~~for ~~Merger~~continued ~~Sub~~listing, ~~Inc.,~~due ato ~~Delaware~~the ~~corporation and a wholly-owned~~Company’s ~~subsidiary~~failure ofto ~~Pubco,~~hold HDan ~~Merger~~annual ~~Sub,~~meeting ~~Inc.,~~of astockholders ~~Delaware~~within ~~corporation~~twelve ~~and~~months ~~a wholly owned subsidiary~~ of ~~Pubco, BWA Holdings LLC, a Delaware limited liability company, in~~ the ~~capacity~~end asof the ~~representative~~Company’s ~~for~~fiscal ~~the~~year ~~stockholders~~ended ofDecember ~~Heritage~~31, 2021. In ~~and~~accordance ~~Pubco~~with ~~(other~~Nasdaq ~~than~~Listing ~~the~~Rule ~~former~~5810 ~~Heritage stockholders~~(c)(2)(G), ~~and~~the ~~Justin~~Company ~~Stiefel,~~submitted ina ~~the~~plan ~~capacity~~to asregain ~~the~~compliance ~~representative~~and ~~for~~was ~~certain~~granted ~~security~~until June ~~holders of Heritage~~29, ~~for~~2023 ato ~~proposed~~regain ~~business combination among the parties~~compliance.

On ~~May~~June 1830, 2023, ~~Better~~the ~~World~~Company ~~notified~~received ~~Heritage~~a ~~that~~determination ~~Better~~letter ~~World~~from ~~was~~the ~~electing~~Staff toof ~~terminate~~ the ~~Business~~Nasdaq ~~Combination~~stating ~~Agreement~~that, ~~pursuant~~as toof ~~Section~~June ~~8.1(b)~~29, ~~thereof~~2023, ~~effective as of~~ the ~~date~~Company ofhad ~~such~~failed ~~notice~~to (hold the ~~“Termination”).~~above-referenced annual Asmeeting aand ~~result~~therefore ofwas ~~the~~not ~~Termination,~~in ~~the~~compliance ~~Business~~with ~~Combination~~the ~~Agreement is~~Rule. ofAs noa ~~further~~result, ~~force~~the ~~and~~Staff ~~effect,~~has ~~with~~advised the ~~exception~~Company ofthat ~~the~~its ~~specified~~securities ~~provisions~~would be insubject ~~Section~~to ~~8.2~~delisting ofunless the ~~Business~~Company ~~Combination~~timely ~~Agreement, which~~requests ~~shall~~an ~~survive~~appeal ~~the~~of ~~termination~~this ofdetermination ~~the~~to ~~Business~~a ~~Combination~~hearings ~~Agreement~~panel. ~~and~~The ~~remain~~Company indoes ~~full~~not ~~force~~intend to ~~and~~appeal ~~effect~~the inStaff’s ~~accordance~~determination ~~with~~to ~~their respective~~a ~~terms~~hearings panel.

1Item 9.01. Financial Statements and Exhibits.

~~SIGNATURE~~(d) Exhibits

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.

Exhibit No.		Description
104		Cover Page Interactive Data File

	Better World Acquisition Corp.
Dated: May 18, 2023	By:	/s/ Peter S.H. Grubstein
		Name:	Peter S.H. Grubstein
		Title:	Chief Financial Officer

2SIGNATURE

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.

	Better World Acquisition Corp.

Dated: July 7, 2023	By:	/s/ Peter S.H. Grubstein
		Name:	Peter S.H. Grubstein
		Title:	Chief Financial Officer

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