UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

~~December~~March 238, ~~2021~~2022 (March 7, 2022)

ALPHA CAPITAL ACQUISITION COMPANY

(Exact Name of Registrant as Specified in its Charter)

Cayman Islands	001-40080	98-1574856
(State or other jurisdictionof incorporation)	(CommissionFile Number)	(I.R.S. EmployerIdentification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1230 Avenue of the Americas, Fl. 16New York, New York		10020
1230 Avenue of the Americas, Fl. 16 New York, New York		10020
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: +1 732 838-4533

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	~~TradingSymbol~~Trading Symbol(s)	Name of each ~~exchangeon~~exchange on which registered
Class A common stock, par value $0.0001 per share	ASPC	Nasdaq Capital Market
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50	ASPCW	Nasdaq Capital Market
Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant	ASPCU	Nasdaq Capital Market

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 4 2.~~02.~~03 ~~Non-Reliance~~Creation onof ~~Previously~~a ~~Issued~~Direct Financial ~~Statements~~Obligation or aan ~~Related~~Obligation ~~Audit~~under ~~Report~~an orOff-Balance ~~Completed~~Sheet ~~Interim~~Arrangement ~~Review.~~of a Registrant

On March 7, 2022, Alpha Capital Acquisition Company (the “Company”) ~~previously~~issued ~~presented~~an aunsecured ~~portion~~promissory ofnote ~~its Class A ordinary shares subject to redemption~~ (the “~~Class A Shares~~Note”) asin ~~permanent equity because~~ the ~~Company’s~~amount ~~certificate~~ of ~~incorporation~~up ~~does not permit redemptions of Class A Shares that would cause the Company’s net tangible assets~~ to ~~be less than~~ $5500,000~~,001.~~ ~~After~~to ~~discussion~~Alpha Capital ~~and~~Sponsor ~~evaluation,~~LLC (the ~~Company~~“Sponsor”). ~~has~~The ~~concluded~~proceeds ~~that~~of ~~all~~the ~~Class A~~Note, ~~Shares~~which ~~should~~may be ~~classified~~drawn asdown ~~temporary~~from ~~equity~~time ~~because~~to ~~such~~time ~~shares~~until ~~can~~the beCompany consummates ~~redeemed~~its orinitial ~~become~~business ~~redeemable~~combination, ~~subject~~will tobe ~~the~~used ~~occurrence~~as ofgeneral ~~events~~working ~~outside~~capital ~~the Company’s sole control~~purposes.

OnThe ~~December 22,~~Note ~~2021,~~bears ~~the~~no ~~Audit~~interest ~~Committee~~and ofis payable in full upon the ~~Board~~earlier ofto ~~Directors~~occur of ~~the~~(i) ~~Company~~June ~~concluded~~30, ~~after~~2022 ~~discussion~~or ~~with~~(ii) the ~~Company’s~~consummation ~~management,~~of ~~that~~ the Company’s ~~unaudited~~initial ~~interim~~business ~~financial~~combination. The ~~statements~~Note ~~for~~is ~~the~~required ~~quarterly~~to ~~periods~~be ~~ended~~repaid ~~March 31,~~in ~~2021,~~cash ~~June 30, 2021~~ and ~~September 30,~~is ~~2021~~not ~~included~~convertible ininto ~~its~~private ~~Quarterly~~placement ~~Reports~~warrants. onA ~~Form~~failure ~~10-Q~~to ~~filed~~pay onthe ~~May 28,~~principal ~~2021,~~within five ~~August 13,~~business ~~2021~~days ~~and~~of ~~November 12,~~the ~~2021,~~date ~~respectively~~specified ~~(collectively,~~above or the ~~“Affected~~commencement ~~Periods”),~~of ~~should~~a novoluntary ~~longer~~or beinvoluntary ~~relied~~bankruptcy ~~upon~~action ~~due~~shall tobe ~~changes~~deemed ~~required~~an event ~~to classification~~ of ~~temporary~~default, ~~equity~~in ~~and~~which ~~permanent~~case ~~equity~~the ~~described~~Sponsor ~~above.~~may ~~The~~declare ~~Company~~the ~~plans~~Note todue ~~restate~~and ~~its~~payable ~~financial~~immediately. ~~statements~~The ~~for~~issuance of the ~~Affected~~Note ~~Periods~~was inmade ~~Amendment~~pursuant to ~~No. 1~~the toexemption ~~its~~from ~~Quarterly~~registration ~~Report~~contained onin ~~Form~~Section ~~10-Q~~4(a)(2) ~~for~~of the ~~quarterly~~Securities ~~period~~Act ~~ended~~of ~~September 30~~1933, ~~2021~~as amended.

~~The~~A ~~Company’s~~copy ~~management~~of ~~has~~the ~~concluded~~Note ~~that~~is inattached ~~light~~as ofExhibit 10.1 ~~the~~to ~~classification~~this ~~error~~Current ~~described~~Report ~~above,~~on aForm ~~material~~8-K ~~weakness~~and ~~exists~~is incorporated herein by reference. The disclosures set forth in ~~the~~this ~~Company’s~~Item ~~internal~~2.03 ~~control~~are ~~over~~intended to ~~financial~~be ~~reporting~~summaries only and ~~that~~are ~~the~~qualified ~~Company’s~~in ~~disclosure~~their ~~controls~~entirety ~~and~~by ~~procedures~~reference ~~were~~to ~~not~~the ~~effective~~Note.

~~Notwithstanding~~Item ~~the classification error, management believes that its audited balance sheet as of February 23, 2021 filed as Exhibit 99~~9.101 toFinancial ~~the~~Statements ~~Company’s current on Form 8-K filed with the SEC on March 1, 2021~~ and in the September 30, 2021 Quarterly Report on Form 10-Q filed on November 12, 2021 present fairly in all material respects the Company’s financial position, results of operations and cash flows for the periods presentedExhibits. ~~The Company does not expect any of the above changes will have any impact on its cash position and cash held in the trust account.~~

~~The~~(d) ~~Company’s management and the Audit Committee have discussed the matters disclosed in this Current Report on Form 8-K with WithumSmith+Brown, PC,~~Exhibits

SIGNATURES

Exhibit No.		Description
10.1		Promissory Note dated March 7, 2022, issued by Alpha Capital Acquisition Company to Alpha Capital Sponsor LLC
104		Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

~~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.~~SIGNATURES

~~Date:~~Pursuant ~~December 23~~to the requirements of the Securities Exchange Act of 1934, ~~2021~~as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

~~ALPHA CAPITAL ACQUISITION COMPANY By~~Date: ~~/s/~~March ~~Rahim~~8, ~~Lakhani Rahim Lakhani Chief Financial Officer~~2022

	ALPHA CAPITAL ACQUISITION COMPANY

	By:	/s/ Rahim Lakhani
		Rahim Lakhani
		Chief Financial Officer

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