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): July 713, 2023 ~~(June 30, 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 38.01. ~~Notice~~Other ~~of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.~~Events

AsOn ~~previously~~July ~~disclosed~~13, on ~~January 9,~~ 2023, Better World Acquisition Corp. (the “Company”) ~~received~~issued a ~~written~~press ~~notice~~release ~~(the~~announcing ~~“Notice”)~~that, ~~from~~due to its inability to complete an initial business combination within the ~~Listing~~time ~~Qualifications~~period ~~Department~~required ~~(the~~by ~~“Staff”)~~its ofAmended ~~The~~and ~~Nasdaq~~Restated ~~Stock~~Certificate ~~Market~~of ~~LLC~~Incorporation, ~~(“Nasdaq”)~~as ~~indicating~~amended, ~~that~~ the Company isintends ~~not~~to inliquidate and ~~compliance~~dissolve, ~~with~~effective ~~Nasdaq~~as ~~Listing~~of ~~Rule~~the ~~5620(a)~~close ~~(the~~of ~~“Rule”)~~business ~~for~~on ~~continued~~July ~~listing~~17, ~~due~~2023, toand ~~the~~will ~~Company’s failure~~redeem toall ~~hold~~of anthe ~~annual~~outstanding ~~meeting~~shares of ~~stockholders~~common ~~within~~stock ~~twelve~~that were ~~months~~included ofin the ~~end~~units ofissued ~~the~~to ~~Company’s~~public ~~fiscal~~stockholders ~~year~~in ~~ended~~its ~~December~~initial 31public offering (the “Public Shares”), ~~2021. In~~ ~~accordance~~at ~~with~~a per-share ~~Nasdaq~~redemption ~~Listing~~price ~~Rule~~of ~~5810~~approximately $10.91 (~~c)(2)(G),~~after taking into account the ~~Company~~removal ~~submitted~~of a ~~plan~~portion toof ~~regain~~the ~~compliance~~accrued ~~and~~interest ~~was~~in ~~granted until~~the ~~June~~trust ~~29,~~account ~~2023~~ to ~~regain~~pay ~~compliance~~taxes).

OnAs ~~June~~of ~~30, 2023,~~ the ~~Company received~~close ~~a determination letter from the Staff~~ of ~~the~~business ~~Nasdaq~~on ~~stating~~July ~~that~~17, ~~as of June 29,~~ 2023, the ~~Company~~Public ~~had~~Shares ~~failed~~will tobe ~~hold~~deemed ~~the~~cancelled ~~above-referenced annual meeting~~ and ~~therefore~~will ~~was~~represent ~~not~~only ~~in compliance with~~ the ~~Rule.~~right ~~As a result, the Staff has advised the Company that its securities would be subject~~ to ~~delisting~~receive ~~unless~~ the ~~Company~~redemption ~~timely requests an appeal of this determination to a hearings panel~~amount. ~~The Company does not intend to appeal the Staff’s determination to a hearings panel.~~

In order to provide for the disbursement of funds from the trust account, the Company has instructed the trustee of the trust account to take all necessary actions to liquidate the trust account. The proceeds of the trust account will be held in a non-interest bearing account while awaiting disbursement to the holders of the Public Shares. Record holders will receive their pro rata portion of the proceeds of the trust account by delivering their Public Shares to Continental Stock Transfer & Trust Company, the Company’s transfer agent. Beneficial owners of Public Shares held in “street name,” however, will not need to take any action in order to receive the redemption amount. The redemption of the Public Shares is expected to be completed within ten business days after July 17, 2023.

The Company’s sponsor has agreed to waive its redemption rights with respect to its founder shares issued in a private placement prior to the Company’s initial public offering. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless.

The Company expects that the Nasdaq Stock Market will file a Form 25 with the United States Securities and Exchange Commission (the “Commission”) to delist the Company’s securities. The Company thereafter expects to file a Form 15 with the Commission to terminate the registration of its securities under the Securities Exchange Act of 1934, as amended.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
104		Cover Page Interactive Data File
99.1		Press Release, dated July 13, 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.

	Better World Acquisition Corp.
Dated: July 7, 2023	By:	/s/ Peter S.H. Grubstein
Dated: July 13, 2023	By:	/s/ Peter S.H. Grubstein
		Name:	Peter S.H. Grubstein
		Title:	Chief Financial Officer

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