Current Report Filing (8-k)
March 23 2023 - 4:05PM
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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
March 23, 2023
Date of Report (Date of
earliest event reported)
CORAZON CAPITAL V838 MONOCEROS CORP
(Exact Name of Registrant
as Specified in its Charter)
Cayman Islands |
001-40281 |
98-1580509 |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
301
W. Grand Ave., #343 Chicago,
Illinois |
60654 |
(Address of Principal Executive Offices) |
(Zip Code) |
Registrant's telephone number, including area
code: (312) 535-6282
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 |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
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, $0.0001 par value, and one-third of one redeemable warrant |
|
CRZNU |
|
The Nasdaq Stock Market LLC |
Class A Ordinary Shares included as part of the units |
|
CRZN |
|
The Nasdaq Stock Market LLC |
Warrants included as part of the Units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 |
|
CRZNW |
|
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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934
(17 CFR §240.12b-2).
Emerging growth company x
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.
Corazon Capital V838 Monoceros Corp (the “Company”), a
special purpose acquisition company, today announced that it expects the redemption of its publicly held Class A ordinary shares,
par value $0.0001 per share (the “Public Shares”), to occur on March 31, 2023. Net of taxes and dissolution expenses,
the per-share redemption price for the Public Shares is expected to be approximately $10.22 (the “Redemption Amount”).
The Redemption Amount will be payable to the holders of the Public
Shares upon delivery of their shares 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.
There will be no redemption rights or liquidating distributions with
respect to the Company’s warrants. The Company’s initial stockholders have waived their redemption rights with respect to
the outstanding Class B ordinary shares, par value $0.0001, issued prior to the Company’s initial public offering. After March 26,
2023, the Company will cease all operations except for those required to wind up the Company’s business.
The Company expects that Nasdaq will file a Form 25 with the U.S.
Securities and Exchange Commission (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 (the “Exchange Act”).
Forward-Looking Statements
This Current Report on Form 8-K (this “Report”)
includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Exchange Act. All statements other than statements of historical fact included in this Report are forward looking
statements. When used in this Report, words such as “may,” “should,” “could,” “would,”
“anticipate,” “seek,” “believe,” “estimate,” “expect,” “intend”
and similar expressions, as they relate to the Company or its management team, identify forward-looking statements. Such statements include,
but are not limited to, statements regarding the Redemption Amount or the timing when the Company’s Public Shares will be redeemed.
Such statements are based on the beliefs of, assumptions made by and information currently available to the Company’s management.
Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed
in the Company’s filings with the Commission. All subsequent written or oral forward-looking statements attributable to the Company
or persons acting on its behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous
conditions, many of which are beyond the control of the Company. The Company undertakes no obligation to update these statements after
the date of this Report, except as required by law.
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.
Dated: March 23, 2023 |
CORAZON CAPITAL V838 MONOCEROS CORP |
|
|
|
By: |
/s/ Steven Farsht |
|
Name:
Title: |
Steven Farsht
Chief Financial Officer |
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