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 ~~the~~Report ~~Securities~~(Date ~~Exchange~~of ~~Act~~earliest ofevent ~~1934~~reported): December 9, 2022

Date of Report (Date of earliest event reported): November 18, 2021

SCIENCE STRATEGIC ACQUISITION CORP. ALPHA

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction

of incorporation)

001-39930

(Commission

File Number)

85-3594633

(IRS Employer

Identification No.)

1447 2nd Street

Santa Monica, CA

(Address of principal executive offices)

90401

(Zip Code)

Registrant’s telephone number, including area code: (310) 393-3024

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 Symbols	Name of each exchange on which registered
Units, each consisting of one share of Class A Common Stock and one-third of one Warrant	SSAAU	The Nasdaq Stock Market LLC
Class A Common Stock, par value $0.0001 per share	SSAA	The Nasdaq Stock Market LLC
Warrants, each exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share	SSAAW	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 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. ¨

Item 4 3.0201. ~~Non-Reliance~~Notice onof ~~Previously~~Delisting ~~Issued~~or ~~Financial~~Failure ~~Statement~~to ~~and~~Satisfy ~~Related~~a ~~Audit~~Continued ~~Report.~~Listing Rule or Standard; Transfer of Listing

~~In connection with the preparation of the Company’s financial~~On December 9, ~~statements~~2022, asstockholders of ~~September~~Science ~~30,~~Strategic ~~2021,~~Acquisition ~~management,~~Corp. inAlpha ~~consultation~~(the ~~with~~“Company”) approved ~~its~~an ~~advisors,~~amendment ~~identified~~(the a“Charter ~~correction~~Amendment”) ~~required~~ to bethe ~~made~~Amended inand ~~certain~~Restated ofCertificate ~~its previously issued financial statements, arising from the manner in which, as~~ of ~~the~~Incorporation ~~closing~~ of the Company’s ~~initial public offering,~~ (the ~~Company~~“Charter”) ~~valued its Class A ordinary shares subject~~ to ~~possible redemption. The Company previously determined the value of~~(i) change ~~such Class A ordinary shares to be equal to~~ the ~~redemption~~date ~~value~~by ofwhich ~~such shares, after taking into consideration~~ the ~~terms of the~~ Company~~’s Amended~~ ~~and~~must ~~Restated~~consummate ~~Memorandum~~a ~~and~~merger, ~~Articles~~share ~~of Association~~exchange, ~~under~~asset ~~which~~acquisition, astock ~~redemption~~purchase, ~~cannot~~reorganization ~~result~~or inother ~~net tangible assets being less~~similar ~~than~~business ~~$5,000,001.~~combination ~~Management has now determined, after consultation~~ with ~~its~~one ~~advisors,~~or ~~and~~more inbusinesses ~~light~~or ofentities ~~SEC~~(an ~~staff~~“Initial ~~guidance~~Business onCombination”) ~~redeemable~~from January 28, ~~equity~~2023 ~~instruments~~to ~~in ASC 480-10-S99~~December 12, ~~that~~2022 (the ~~Class~~“Amended ATermination ~~ordinary~~Date”) ~~shares~~and ~~underlying~~(ii) remove the ~~units~~Redemption ~~issued~~Limitation ~~during the initial public offering~~(as ~~can~~defined bein ~~redeemed or become redeemable subject to~~ the ~~occurrence~~Charter) ~~of future events considered~~ to beallow ~~outside~~ the Company’s ~~control. Therefore,~~to ~~management~~redeem ~~has~~shares ~~concluded that the redemption value~~ of ~~its~~ Class A ~~ordinary~~common ~~shares~~stock, ~~subject~~par tovalue ~~possible~~$0.0001 ~~redemption~~per ~~should~~share ~~reflect~~(“Class A ~~the~~Common ~~possible~~Stock”), ~~redemption~~notwithstanding ofthe ~~all~~fact ~~Class~~that Asuch ~~ordinary~~redemptions ~~shares.~~could ~~As a~~ result, ~~management~~in ~~has~~the ~~noted~~Company ahaving ~~required~~net ~~reclassification~~tangible ~~related~~assets toof ~~temporary~~less ~~equity~~than ~~and~~$5,000,001 ~~permanent~~after ~~equity.~~giving ~~This~~effect ~~has~~to ~~resulted~~such inredemptions. aThe ~~restatement~~Company offiled the ~~initial~~Charter ~~carrying value of the Class A ordinary shares subject to~~Amendment ~~possible redemption,~~ with the ~~offset~~Secretary ~~recorded~~of toState ~~additional~~of ~~paid-in~~the ~~capital~~State ~~(to~~of ~~the~~Delaware ~~extent~~on ~~available)~~December 9, ~~accumulated~~2022, ~~deficit~~which ~~and~~became ~~ordinary shares~~effective upon filing.

OnBecause ~~November~~the ~~15,~~Company ~~2021,~~will ~~the~~not be ~~Audit~~able ~~Committee~~to ofcomplete ~~the~~an ~~Board~~Initial ofBusiness ~~Directors of~~Combination by the ~~Company~~Amended ~~concluded~~Termination Date, ~~after discussion with~~ the Company’s ~~management~~will ~~that~~(i) promptly, ~~the~~cease ~~Company’s~~all ~~audited~~operations, except ~~balance~~for ~~sheet~~the aspurpose of ~~January 28,~~winding ~~2021,~~up; (ii) as ~~restated~~promptly inas ~~the~~reasonably ~~Company’s~~possible ~~Form~~but ~~10-Q~~not ~~for~~more ~~the~~than ~~quarterly~~ten ~~period~~business ~~ended~~days ~~March~~after ~~31,~~the ~~2021~~Amended Termination Date, ~~and~~redeem the ~~Company’s~~shares ~~unaudited condensed~~of ~~financial~~Class A ~~statements~~Common ~~included~~Stock in (the ~~Company’s~~“Redemption”) ~~Form~~at 10a per-Qshare ~~for~~price, payable in cash, equal to the ~~quarterly~~aggregate ~~period~~amount ~~ended~~on ~~March~~deposit ~~31,~~in ~~2021~~a ~~and~~trust ~~its~~account ~~Form~~established ~~10-Q~~ for the ~~quarterly~~benefit ~~period~~of ~~ended~~the ~~June~~holders ~~30,~~of ~~2021,~~Class A ~~should~~Common noStock (the ~~longer~~“Trust beAccount”) ~~relied~~as ~~upon because~~ of the ~~required~~Amended ~~restatement~~Termination ~~described~~Date, ~~above.~~including ~~The Company~~interest ~~reflected~~earned ~~this~~on ~~reclassification~~the infunds ~~respect~~held ofin the ~~financial~~Trust Account ~~statements~~and ~~cited~~not inpreviously released to the ~~foregoing~~Company ~~sentence~~to inpay its ~~Quarterly~~tax ~~Report on~~obligations ~~Form~~(less ~~10-Q~~up ~~for~~to ~~the~~an ~~quarterly~~additional ~~period~~$100,000 ~~ended~~of ~~September~~interest ~~30,~~to ~~2021~~pay dissolution expenses), ~~filed~~divided ~~with~~by ~~SEC~~the onnumber ~~November~~of ~~15,~~then ~~2021.~~outstanding Inshares ~~addition,~~of asClass A ~~disclosed~~Common inStock ~~Part I~~(the “Redemption Amount”), which ~~Item~~redemption 4will completely extinguish the rights of the ~~upcoming~~holders ~~Quarterly~~of ~~Report~~Class A onCommon ~~Form~~Stock ~~10-Q~~as ~~for~~stockholders (including the ~~quarterly~~right to ~~period~~receive ~~ended~~further ~~September~~liquidating 30distributions, ~~2021~~if any), ~~the~~subject ~~Company's~~to ~~management~~applicable ~~concluded that,~~law; ~~during~~and ~~the~~(iii) as ~~period~~promptly ~~covered~~as byreasonably possible following such ~~report~~redemption, subject to the ~~Company’s~~approval ~~disclosure~~of ~~controls~~the remaining stockholders and ~~procedures~~the ~~were~~Board ~~not~~of ~~effective,~~Directors ~~because~~of the Company’s, ~~internal~~dissolve ~~control~~and ~~over~~liquidate, subject ~~financial~~in ~~reporting~~each ~~did~~case ~~not~~to ~~result~~the inCompany’s ~~the~~obligations ~~proper~~under ~~accounting~~Delaware ~~classification~~law to provide for claims of ~~complex~~creditors ~~financial instruments,~~and ~~which,~~the ~~represented~~requirements aof other ~~material~~applicable ~~weakness~~law.

~~The~~On December 12, 2022, the Company ~~does~~(i) notified ~~not~~The ~~expect~~Nasdaq Stock Market LLC (“Nasdaq”) of the ~~changes~~anticipated ~~described~~Redemption, ~~above~~liquidation and dissolution; and (ii) requested that Nasdaq (A) suspend trading of the Company’s shares of Class A Common Stock, redeemable warrants to ~~have~~purchase ~~any~~shares of Class A Common Stock (the “Redeemable ~~impact~~Warrants”) onand ~~its~~units, ~~cash~~each ~~position~~consisting orof one share of Class A Common Stock and one-third of one Redeemable Warrant (the ~~balance~~units, ~~held~~together inwith the ~~trust~~Class A ~~account.~~Common ~~The~~Stock ~~Company~~and ~~has~~the ~~discussed~~Redeemable Warrants, the ~~matters~~“Securities”) effective ~~disclosed~~before inthe ~~this~~opening ~~Current Report~~of trading on ~~Form~~December 13, ~~8-K~~2022, and (B) file with ~~its~~the ~~independent~~Securities ~~registered~~and ~~public~~Exchange ~~accounting~~Commission ~~firm~~(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, ~~Marcum~~as ~~LLP~~amended (the “Exchange Act”). As a result, the Securities will no longer be listed on Nasdaq.

1The 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.

~~SIGNATURE~~Item 3.03. Material Modification to Rights of Security Holders.

~~Pursuant~~The information tounder ~~the~~Item ~~requirements of~~3.01 regarding the ~~Securities~~Charter ~~Exchange~~Amendment ~~Act~~and ~~of 1934,~~ the ~~registrant~~Redemption ~~has~~is ~~duly~~incorporated ~~caused~~into this ~~report~~Item 3.03 ~~to be signed on its behalf~~ by ~~the undersigned, hereunto duly authorized~~reference.

~~Dated:~~Item ~~November~~5.03. ~~18,~~Amendments ~~2021~~to Articles of Incorporation or Bylaws; Change in Fiscal Year.

~~SCIENCE~~The information ~~STRATEGIC~~under ~~ACQUISITION~~Item ~~CORP~~3.01 ~~ALPHA~~regarding ~~By:~~the ~~/s/~~Charter ~~Thomas~~Amendment ~~Dare~~is ~~Thomas~~incorporated ~~Dare~~into ~~Chief~~this ~~Financial~~Item ~~Officer~~5.03 by reference.

2Item 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.

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.

	SCIENCE STRATEGIC ACQUISITION CORP. ALPHA

December 12, 2022	By:	/s/ Michael Jones
		Michael Jones
		Chief Executive Officer

Filing Compare · Science Strategic Acquisition Corp. Alpha