Current Report Filing (8-k)
May 05 2023 - 3:31PM
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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
2, 2023
AURORA
TECHNOLOGY ACQUISITION CORP.
(Exact
Name of Registrant as Specified in its Charter)
| Cayman
Islands |
|
001-41250 |
|
98-1624542 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
4
Embarcadero Center, Suite 1449
San
Francisco, California |
|
94105 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (650) 550-0458
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)) |
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 Class A Ordinary Share, par value, $0.0001 per share, one Redeemable Warrant to acquire one-half of one Class
A Ordinary Share, and one Right to acquire one-tenth of one Class A Ordinary Share |
|
ATAKU |
|
The
Nasdaq Stock Market LLC |
| Class
A Ordinary Shares |
|
ATAK |
|
The
Nasdaq Stock Market LLC |
| Redeemable
Warrants, each two warrants exercisable for one Class A ordinary share at $11.50 per share |
|
ATAKW |
|
The
Nasdaq Stock Market LLC |
| Rights,
each 10 rights entitling the holder thereof to one Class A ordinary share |
|
ATAKR |
|
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 1.01 |
Entry into
a Material Definitive Agreement. |
The
description of the Third Working Capital Note (as defined below) and related transactions set forth in Item 2.03 to this Current Report
on Form 8-K, and Exhibit 10.1 filed herewith, are incorporated into this Item 1.01 by reference
| Item 2.03 |
Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
As
previously disclosed, on February 8, 2023, the Company issued an unsecured promissory note (the “First Working Capital Note”)
in the amount of $90,000.00 to ATAC Sponsor LLC, sponsor of the Company (the “Sponsor”), in exchange for the Sponsor depositing
such amounts in the Company’s working capital account, in order to provide the Company with additional working capital. Also, as
previously disclosed, on April 6, 2023, the Company issued an unsecured promissory note (the “Second Working Capital Note”)
in the amount of $100,000.00 to the Sponsor, in exchange for the Sponsor depositing such amounts in the Company’s working capital
account, in order to provide the Company with additional working capital.
On
May 2, 2023, the Company issued an unsecured promissory note (the “Third Working Capital Note”) in the amount of $100,000.00
to the Sponsor, in exchange for the Sponsor depositing such amounts in the Company’s working capital account, in order to provide
the Company with additional working capital. The Third Working Capital Note does not bear interest, and matures (subject to the waiver
against trust provisions) upon the earlier of (i) two (2) days following the date on which the Company’s initial business combination
is consummated and (ii) the date of the liquidation of the Company.
The
Third Working Capital Note was issued pursuant to an exemption from registration contained in Section 4(a)(2) of the Securities Act of
1933, as amended (the “Securities Act”).
The
foregoing description of the Third Working Capital Note is only a summary and is qualified in its entirety by the Third Working Capital
Note, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
As
previously disclosed, on March 3, 2023, the Company issued an unsecured promissory note to the Sponsor, with a principal amount equal
to $810,000.00 (the “Extension Note”). Pursuant to the Extension Note, on May 5, 2023, the Company delivered to the Sponsor
a written request to draw down $135,000.00 for the purpose of extending the date by which the Company has to consummate a business combination
(the “Combination Period”). Upon this written request, the Sponsor deposited $135,000.00 to the Company’s Trust Account.
The
Company extended the Combination Period from May 9, 2023 to June 9, 2023, by depositing $135,000.00 into the Trust Account on May 5,
2023, as described in Item 2.03 of this Current Report on Form 8-K. The Company issued the release filed herewith on May 5, 2023. The
materials attached as Exhibit 99.1 are incorporated by reference herein.
| Item 9.01 |
Financial
Statements and Exhibits. |
(d)
Exhibits.
The
following exhibits are filed with this report, except Exhibit 99.1 hereto, which shall not be deemed “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities
of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except
as expressly set forth by specific reference in such filing.
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:
May 5, 2023
| Aurora
Technology Acquisition Corp. |
|
| |
|
|
| By: |
/s/
Zachary Wang |
|
| Name: |
Zachary
Wang |
|
| Title: |
Chief
Executive Officer and Chairman |
|
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