Current Report Filing (8-k)
December 29 2022 - 3:02PM
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2022-12-29
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or Section 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): December 29, 2022
SHELTER
ACQUISITION CORPORATION I
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-40567 |
|
86-1273121 |
(State or other jurisdiction
of
incorporation or organization) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
6
Midland Street #1726
Quogue, New York |
|
11959 |
(Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (631) 553-2164
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 Class A common stock, $0.0001 par value per share, and one-half of one redeemable warrant |
|
SHQAU |
|
The Nasdaq Stock Market
LLC |
|
|
|
|
|
Class A common stock included
as part of the units |
|
SHQA |
|
The Nasdaq Stock Market
LLC |
|
|
|
|
|
Redeemable warrants included
as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 |
|
SHQAW |
|
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 or Rule 12b-2
of the Securities Exchange Act of 1934.
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
7.01 Regulation FD Disclosure.
As
previously announced, on December 21, 2022, the stockholders of Shelter Acquisition Corporation I (the “Company”) approved
(i) amendments to the Company’s Amended and Restated Certificate of Incorporation (the “Charter Amendment Proposal”)
and (ii) an amendment to the Investment Management Trust Agreement, dated June 29, 2021 (the “Trust Agreement”), by and between
the Company and Continental Stock Transfer & Trust Company, as trustee (“Trust Amendment Proposal” and, together with
the Charter Amendment Proposal, the “Proposals”). In connection with the approval of the Charter Amendment Proposal, the
holders of 21,893,832 shares of the Company’s Class A common stock, par value $0.0001 per share (the “Public Shares”),
exercised their right to redeem their Public Shares in exchange for their pro rata portion of the funds held in the trust account (the
“Voluntary Redemption”). As a result, approximately $221,179,014.24 (approximately $10.10 per share) will be removed from
the trust account to complete the Voluntary Redemption. The Company expects to complete the Voluntary Redemption on December 29, 2022.
Following the Voluntary Redemption, 270,912 Public Shares will remain outstanding.
As
previously announced, following the approval of the Proposals, the Board unanimously determined that it is in the best interests of the
Company and its stockholders for the Company to cease operations and redeem the Public Shares that remain outstanding following the Voluntary
Redemption (the “Mandatory Redemption”). After deduction of dissolution expenses in the amount of $27,726.12 in accordance
with the terms of the Trust Agreement, the remaining $2,709,120.00 ($10.00 per share) of funds held in the trust account will be removed
to complete the Mandatory Redemption. The Company expects to complete the Mandatory Redemption on December 30, 2022 and to file a certificate
of dissolution with the Delaware Secretary of State promptly thereafter.
SIGNATURES
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.
Date: December 29, 2022 |
SHELTER ACQUISITION CORPORATION I |
|
|
|
|
By: |
/s/ Danion
Fielding |
|
Name: |
Danion Fielding |
|
Title: |
Chief Financial Officer |
2
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