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 712, 2022

KKR ACQUISITION HOLDINGS I CORP.

(Exact name of registrant as specified in its charter)

Delaware		001-40225		86-1506732
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

30 Hudson Yards, Suite 7500, New York, NY		10001
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 750-8300

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	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, and one-fourth of one redeemable Warrant	KAHC.U	The New York Stock Exchange
Class A Common Stock, par value $0.0001 per share	KAHC	The New York Stock Exchange
Redeemable Warrants, each whole Warrant exercisable for one share of Class A Common Stock, each at an exercise price of $11.50 per share	KAHC WS	The New York Stock Exchange

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 31.01 ~~Notice~~Entry ofinto ~~Delisting or Failure to Satisfy~~ a ~~Continued~~Material ~~Listing~~Definitive ~~Rule or Standard; Transfer of Listing~~Agreement.

On December 712, 2022, KKR Acquisition Holdings I Corp. (the “Company”), ~~filed~~ a ~~proxy~~Delaware ~~supplement~~corporation, toheld ~~its~~a ~~definitive~~special ~~proxy~~meeting ~~statement,~~of ~~dated~~stockholders ~~November 18, 2022~~ (the “~~Proxy~~Special ~~Statement~~Meeting”), ~~with~~to vote on the ~~Securities~~proposals ~~and~~described ~~Exchange~~under ~~Commission~~Item 5.07 of this Current Report on Form 8-K. At the Special Meeting, the Company’s stockholders approved an amendment (the “~~SEC~~IMTA Amendment”), into ~~connection with~~ the Company’s ~~special~~investment ~~meeting~~management oftrust ~~stockholders~~agreement, ~~scheduled~~dated ~~for~~as ~~10:30~~of ~~a.m.~~March 19, ~~Eastern Time~~2021, onby ~~December~~and ~~12,~~between ~~2022 (~~the ~~“Special~~Company ~~Meeting”).~~and ~~Such~~Continental ~~proxy supplement~~Stock ~~contains~~Transfer a& ~~letter~~Trust Company (“CST”), to ~~stockholders~~extend ~~from~~the ~~Mr.~~date ~~Glenn~~by ~~Murphy,~~which the Company’s ~~Chief~~has ~~Executive~~to ~~Officer~~consummate ~~and~~a ~~Executive~~business ~~Chairman~~combination from March 19, ~~regarding~~2023 ~~the~~to ~~decision~~December of19, 2023, or such earlier date as determined by the Company’s Board of Directors to(the ~~wind~~“Board”). Following upsuch ~~and~~approval ~~liquidate~~by the Company’s stockholders, ~~subject~~the ~~to stockholder~~Company ~~approval~~and ofCST ~~the~~entered ~~proposals~~into ~~set~~the ~~forth~~IMTA inAmendment ~~the~~on ~~Proxy~~December ~~Statement~~12, 2022.

~~Following~~The ~~such~~foregoing ~~announcement,~~description onof ~~December 8, 2022,~~ the ~~New~~IMTA ~~York~~Amendment ~~Stock~~does ~~Exchange~~not ~~(the~~purport ~~“NYSE”)~~to ~~notified~~be ~~the~~complete ~~Company,~~ and ~~publicly~~is ~~announced,~~qualified ~~that~~in ~~the~~its ~~NYSE determined~~entirety toby ~~commence~~reference ~~proceedings~~ to ~~delist~~ the ~~Company’s~~full ~~warrants~~text ~~from~~of the ~~NYSE~~IMTA ~~and that trading in the Company’s warrants would be suspended immediately~~Amendment, ~~due~~a copy toof ~~trading~~which ~~price~~is ~~levels~~filed ~~pursuant~~herewith toas ~~Section~~Exhibit ~~802~~10.~~01D~~1 ofto ~~the~~this ~~NYSE~~Current ~~Listed~~Report ~~Company~~on ~~Manual. In~~Form ~~light~~8-K ofand ~~the~~is ~~Company's~~incorporated ~~anticipated~~herein ~~liquidation,~~by ~~the Company does not intend to appeal the NYSE’s determination~~reference.

Item 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

In connection with the IMTA Amendment and Charter Amendment (as defined below), on December 15, 2022, upon notice from the Company of such amendments and the Company's acceleration of its business combination deadline (as described in Item 8.01), The New York Stock Exchange filed a Form 25 with the Securities and Exchange Commission (“SEC”), pursuant to Rule 12d2-2(a)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) in respect of the delisting of the Company’s units and Class A common stock.

Item 3.03

Material Modification to Rights of Security Holders.

The information disclosed in Item 5.07 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03 to the extent required.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 12, 2022, the Company’s stockholders approved an amendment to the Company’s amended and restated certificate of incorporation to implement Proposal 1A and Proposal 1B, as described below under Item 5.07 (the “Charter Amendment”). The Charter Amendment became effective on December 12, 2022 upon filing with the Secretary of State of the State of Delaware.

The foregoing description is qualified in its entirety by reference to the Charter Amendment, a copy of which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.

Item 5.07

Submission of Matters to a Vote of Security Holders.

At the Special Meeting, the holders of 138,269,299 shares of the Company’s common stock, representing approximately 80.16% of all of the shares entitled to vote at the Special Meeting, were present in person or were represented by valid proxies; therefore, a quorum was present at the Special Meeting. As of the close of business on November 10, 2022, the record date for the Special Meeting, the outstanding shares of the Company’s common stock entitled to vote consisted of 138,000,000 shares of Class A common stock and 34,500,000 shares of Class B common stock, with each share entitling the holder to one vote.

The following proposals were presented at the Special Meeting, each of which is described in more detail in the Company’s definitive proxy statement dated November 18, 2022 (the “Proxy Statement”), as supplemented, related to the Special Meeting, which was filed with the SEC.

The Company’s stockholders approved the Extension Proposal, the Elective Early Wind-Up Proposal and the Trust Amendment Proposal (each as defined in the Proxy Statement). As there were sufficient votes to approve the above proposals, the “Adjournment Proposal” described in the Proxy Statement was not presented to the Company’s stockholders at the Special Meeting. The voting results for each proposal is as follows:

Proposal 1A: The Extension Proposal

The Company’s stockholders approved an amendment to the Company’s amended and restated certificate of incorporation to extend the date by which the Company has to consummate a business combination for an additional nine (9) months, from March 19, 2023 to December 19, 2023. The passage of the Extension Proposal required the affirmative vote of at least 65% of the Company’s outstanding shares of common stock entitled to vote thereon at the Special Meeting.

Votes Cast For		Votes Cast Against		Abstentions		Broker Non-Votes
137,965,941		303,358		0		0

Proposal 1B: The Elective Early Wind-Up Proposal

The Company’s stockholders approved an amendment to the Company’s amended and restated certificate of incorporation to permit the Board to elect to wind up the Company’s operations prior to December 19, 2023. The passage of the Elective Early Wind-Up Proposal required the affirmative vote of at least 65% of the Company’s outstanding shares of common stock entitled to vote thereon at the Special Meeting.

Votes Cast For		Votes Cast Against		Abstentions		Broker Non-Votes
138,139,101		120,893		9,305		0

Proposal 2: The Trust Amendment Proposal

The Company’s stockholders approved the IMTA Amendment. The passage of the Trust Amendment Proposal required the affirmative vote of at least 65% of the Company’s outstanding shares of common stock entitled to vote thereon at the Special Meeting.

Votes Cast For		Votes Cast Against		Abstentions		Broker Non-Votes
138,062,589		206,710		0		0

Item 8.01

Other Events.

~~Subject~~As toa ~~receipt~~result of receiving stockholder approval onof ~~December~~the ~~12,~~foregoing ~~2022~~proposals ~~and~~at the ~~subsequent~~Special ~~expected~~Meeting, ~~filing~~the Company is proceeding with ~~the~~its ~~Delaware~~previously ~~Secretary~~announced ofintention ~~State~~to accelerate onits ~~such~~business combination deadline to December 14, 2022, which date ofwas the ~~related~~ ~~amendment~~last todate of trading of the Company’s ~~Amended~~securities ~~and~~on ~~Restated~~The ~~Certificate~~New ofYork ~~Incorporation,~~Stock Exchange. After giving effect to the Company’s ~~Board~~redemption of ~~Directors~~holders ~~has~~of ~~approved~~Class ~~(i)~~A ~~December~~common stock ~~14,~~that ~~2022~~submitted asa ~~the~~redemption ~~accelerated~~election ~~business~~in ~~combination~~connection ~~deadline~~with the Special Meeting, ~~which~~the mandatory redemption date isfor ~~expected~~holders toof beany ~~the~~remaining ~~last~~outstanding ~~date~~shares of ~~trading~~ of the Company’s Class A common stock, ~~and~~including shares that were included in the units issued onin ~~The~~the ~~New~~Company’s ~~York~~initial ~~Stock~~public ~~Exchange~~offering, ~~and~~will ~~(ii)~~occur aon ~~mandatory~~or ~~redemption~~around ~~date~~December ~~for~~23, ~~any~~2022, ~~outstanding~~and such shares of Class A common stock redeemed on orthe ~~around~~mandatory ~~December~~redemption 23date will receive a per share redemption price of approximately $10.08 to be paid from the Company’s trust account. Holders of the Company’s Class B shares will not receive any liquidating distribution from the Company’s trust account. The Company will complete its dissolution and liquidation in accordance with the terms of its amended and restated certificate of incorporation, ~~2022~~as amended, and Delaware law.

~~Additional~~Item ~~Information~~9.01 ~~and~~Financial ~~Where~~Statements toand ~~Find It~~Exhibits.

~~The~~(d) ~~Proxy Statement has been mailed to the Company’s stockholders of record as of the record date for the Special Meeting~~Exhibits. Investors and security holders of the Company are advised to read the Proxy Statement, as supplemented, because it contains important information about the Company, the proposals to be considered and voted on at the Special Meeting, how to vote and how to submit a redemption election. Investors and security holders of the Company may also obtain a copy of the Proxy Statement, as well as other relevant documents that have been or will be filed by the Company with the SEC, without charge and once available, at the SEC’s website at www.sec.gov.

If you have questions about the Special Meeting or if you need additional copies of the Proxy Statement, you should contact:

Exhibit No.	Description
3.1	Charter Amendment.
10.1	Amendment to the Investment Management Trust Agreement.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

Morrow Sodali LLC

333 Ludlow Street, 5th Floor, South Tower

Stamford, CT 06902

Individuals call toll-free: (800) 662-5200

Banks and brokers call: (203) 658-9400

Email: KAHC.info@investor.morrowsodali.com

Participants in the Solicitation

The Company and its directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies from the Company’s stockholders in respect of the proposals to be considered and voted on at the Special Meeting. Information concerning the interests of such persons is set forth in the Proxy Statement, which may be obtained free of charge from the sources indicated above.

No Offer or Solicitation

This Current Report on Form 8-K shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposals to be voted on at the Special Meeting. This communication shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such

jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended (the “Securities Act”), or an exemption therefrom.

Your vote is important. If you are a holder of record of Company common stock, you may vote virtually at the Special Meeting or by submitting a proxy for the Special Meeting. Whether or not you plan to attend the Special Meeting virtually, the Company urges you to vote by proxy to ensure your vote is counted. Your affirmative vote is required for the Company to proceed with an elective early wind-up and subsequent dissolution.

If your shares of Company common stock are held in “street name” by a broker or other agent, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the Special Meeting. However, since you are not the stockholder of record, you may not vote your shares virtually at the Special Meeting unless you first submit a legal proxy to Continental Stock Transfer & Trust Company (“Continental”). Continental will then issue you a valid control number which will allow you to vote at the Special Meeting.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, ~~and~~as amended, and Section 21E of the ~~Securities~~ Exchange Act ~~of 1934, as amended~~. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Such statements include, but are not limited to, ~~proposals~~statements toabout ~~be voted on in connection with~~ the ~~Special~~Company’s ~~Meeting,~~dissolution and liquidation, and related matters, as well as all other statements other than statements of historical fact.

The forward-looking statements are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described under “Risk Factors” in the Proxy Statement and “Item 1A. Risk Factors” of our Annual Report on Form 10-K filed with the SEC on March 31, 2022 and in our other SEC filings. Except as expressly required by applicable securities law, we disclaim any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

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.

Dated: December 8, 2022
Dated: December 16, 2022
	KKR ACQUISITION HOLDINGS I CORP.
	By:	/s/ Glenn Murphy
	Name:	Glenn Murphy
	Title:	Executive Chairman and Chief Executive Officer

Filing Compare · KKR Acquisition Holdings I Corp.