Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing
On December 9, 2022, stockholders of Science Strategic Acquisition Corp. Alpha
(the "Company") approved an amendment (the "Charter Amendment") to the Amended
and Restated Certificate of Incorporation of the Company (the "Charter") to
(i) change the date by which the Company must consummate a merger, share
exchange, asset acquisition, stock purchase, reorganization or other similar
business combination with one or more businesses or entities (an "Initial
Business Combination") from January 28, 2023 to December 12, 2022 (the "Amended
Termination Date") and (ii) remove the Redemption Limitation (as defined in the
Charter) to allow the Company to redeem shares of Class A common stock, par
value $0.0001 per share ("Class A Common Stock"), notwithstanding the fact that
such redemptions could result in the Company having net tangible assets of less
than $5,000,001 after giving effect to such redemptions. The Company filed the
Charter Amendment with the Secretary of State of the State of Delaware on
December 9, 2022, which became effective upon filing.
Because the Company will not be able to complete an Initial Business Combination
by the Amended Termination Date, the Company will (i) promptly, cease all
operations, except for the purpose of winding up; (ii) as promptly as reasonably
possible but not more than ten business days after the Amended Termination Date,
redeem the shares of Class A Common Stock (the "Redemption") at a per-share
price, payable in cash, equal to the aggregate amount on deposit in a trust
account established for the benefit of the holders of Class A Common Stock (the
"Trust Account") as of the Amended Termination Date, including interest earned
on the funds held in the Trust Account and not previously released to the
Company to pay its tax obligations (less up to an additional $100,000 of
interest to pay dissolution expenses), divided by the number of then outstanding
shares of Class A Common Stock (the "Redemption Amount"), which redemption will
completely extinguish the rights of the holders of Class A Common Stock as
stockholders (including the right to receive further liquidating distributions,
if any), subject to applicable law; and (iii) as promptly as reasonably possible
following such redemption, subject to the approval of the remaining stockholders
and the Board of Directors of the Company, dissolve and liquidate, subject in
each case to the Company's obligations under Delaware law to provide for claims
of creditors and the requirements of other applicable law.
On December 12, 2022, the Company (i) notified The Nasdaq Stock Market LLC
("Nasdaq") of the anticipated Redemption, liquidation and dissolution; and
(ii) requested that Nasdaq (A) suspend trading of the Company's shares of
Class A Common Stock, redeemable warrants to purchase shares of Class A Common
Stock (the "Redeemable Warrants") and units, each consisting of one share of
Class A Common Stock and one-third of one Redeemable Warrant (the units,
together with the Class A Common Stock and the Redeemable Warrants, the
"Securities") effective before the opening of trading on December 13, 2022, and
(B) file with the Securities and Exchange Commission (the "SEC") a Form 25
Notification of Removal from Listing and/or Registration ("Form 25") to delist
and deregister the Securities under Section 12(b) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"). As a result, the Securities will no
longer be listed on Nasdaq.
The Company expects that Nasdaq will file the Form 25 with the SEC on
December 12, 2022, upon which the delisting of the Company's Securities will
become effective. Following that, the Company intends to file a Form 15
Certification and Notice of Termination of Registration with the SEC, requesting
that the Company's reporting obligations under Sections 13 and 15(d) of the
Exchange Act be terminated with respect to the Securities.
Item 3.03. Material Modification to Rights of Security Holders.
The information under Item 3.01 regarding the Charter Amendment and the
Redemption is incorporated into this Item 3.03 by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
The information under Item 3.01 regarding the Charter Amendment is incorporated
into this Item 5.03 by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Company's special meeting of stockholders held on December 9, 2022, the
stockholders of the Company considered and acted upon a proposal to approve the
Charter Amendment (the "Charter Amendment Proposal"). The stockholders of the
Company approved the Charter Amendment Proposal. The following is a tabulation
of the votes with respect to the Charter Amendment Proposal:
For Against Abstentions
28,825,940 5,116 0
In connection with the approval and implementation of the Charter Amendment, the
holders of 30,449,825 shares of Class A Common Stock exercised their right to
redeem their shares for cash at a redemption price of approximately $10.07 per
share, for an aggregate redemption amount of approximately $306,609,408.
Following such redemptions, 600,175 shares of Class A Common Stock remain
outstanding.
Item 8.01 Other Events.
There will be no redemption rights or liquidating distributions with respect to
the Redeemable Warrants, which will expire worthless upon the liquidation of the
Company.
Following the redemptions in connection with the approval and implementation of
the Charter Amendment, the total amount held in the Trust Account was
approximately $6,043,362, and a total of 600,175 shares of Class A Common Stock
were outstanding. The Company estimates that the total amount in the Trust
Account available for the Redemption, after accounting for the exclusion of
$41,612 of interest to pay dissolution expenses, will be approximately
$6,001,750, and the Redemption Amount will be approximately $10.00.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
3.1 Certificate of Amendment to the Amended and Restated Certificate of
Incorporation.
104 Cover Page Interactive Data File - the cover page XBRL tags are embedded
within the Inline XBRL document.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the
meaning of the U.S. federal securities laws, including statements relating to
the proposed early liquidation, de-listing of the Securities, Redemption and
Redemption Amount. These statements are based on current expectations of the
Company's management with respect to the matters described in this Current
Report on Form 8-K. While the Company's management believes the assumptions
underlying its forward-looking statements and information are reasonable, such
information is necessarily subject to uncertainties and may involve certain
risks, many of which are difficult to predict and are beyond the control of the
Company's management. Please refer to the publicly filed documents of the
Company, including the Company's Definitive Proxy Statement on Schedule 14A, as
filed with the SEC on November 14, 2022, the Company's Annual Report on
Form 10-K, as filed with the SEC on April 12, 2022, and the Company's Quarterly
Report on Form 10-Q for the three months ended June 30, 2022, as filed with the
SEC on August 17, 2022, for risks and uncertainties which may affect the
statements made in this Current Report on Form 8-K. All forward-looking
statements speak only as of the date of this Current Report on Form 8-K. All
subsequent written and oral forward-looking statements attributable to us or any
person acting on our behalf are qualified by the cautionary statements in this
section. Except as otherwise may be required by law, the Company undertakes no
obligation to update or publicly release any revisions to forward-looking
statements to reflect events, circumstances or changes in expectations after the
date of this Current Report on Form 8-K.
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