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 report (Date of earliest event reported): November 2 30, 2022

Advanced Merger Partners, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-40138

85-3929296

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

c/o Saddle Point Management, L.P.

1325 Avenue of the Americas, Suite 2103

New York, NY

10019

(Address of principal executive offices)

(Zip Code)

(212) 951-1223

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K 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	TradingSymbol(s)	Name of each exchange ~~onwhich~~on which registered
Units, each consisting of one share of Class A Common Stock and one-sixth of one redeemable Warrant	AMPI.U	The New York Stock Exchange
Class A Common Stock, par value $0.0001 per share	AMPI	The New York Stock Exchange
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50	~~AMPI WS~~AMPIW	~~The New York Stock Exchange~~OTC

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 3 8.01~~. Notice~~ ofOther ~~Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing~~Events.

On November 230, 2022, ~~the~~Advanced ~~New~~Merger ~~York~~Partners, ~~Stock~~Inc. ~~Exchange~~ (the “~~NYSE~~Company”) ~~notified~~issued ~~Advanced~~a ~~Merger~~press ~~Partners,~~release ~~Inc.~~announcing that it will redeem all of its outstanding Class A common stock, apar ~~Delaware~~value ~~corporation~~$0.0001 (the “~~Company~~Class A common stock”), ~~and~~effective ~~publicly~~as ~~announced~~of December 15, ~~that~~2022 ~~the~~if ~~NYSE~~stockholders ~~determined~~approve toa ~~commence~~proposed ~~proceedings~~amendment ~~to delist~~ (the ~~Company’s~~“Charter ~~warrants,~~Amendment ~~each~~Proposal”) ~~whole~~to ~~warrant~~its ~~exercisable~~Amended toand ~~purchase~~Restated ~~one~~Certificate ~~share~~ of Incorporation (the ~~Company’s~~“Charter”) ~~Class A~~and ~~common~~a ~~stock,~~proposed ~~par~~amendment ~~value~~to ~~$0.0001~~its ~~per~~investment ~~share~~management trust agreement (the “~~Class A~~IMTA ~~Common Stock~~Proposal”), atand atogether ~~price~~with ofthe ~~$11.50~~Charter ~~per~~Amendment ~~share~~Proposal, ~~and~~the ~~listed~~“Early toTermination ~~trade~~Proposals”), ondated ~~NYSE~~March 1, ~~under~~2021, ~~the~~with ~~symbol~~Continental ~~“AMPI~~Stock ~~WS”~~Transfer & Trust Company (the “~~Warrants~~Trust Agreement”), ~~from~~at the ~~NYSE~~special ~~and~~meeting ~~that~~to ~~trading~~be inheld on December 14, 2022 (the ~~Warrants~~“Special ~~would~~Meeting”). There can be ~~suspended~~no ~~immediately,~~assurance ~~due~~that tothe ~~“abnormally~~Company’s ~~low”~~stockholders ~~trading~~will ~~price~~approve ~~levels~~the ~~pursuant~~Early toTermination ~~Section 802.01D~~Proposals ofat the ~~NYSE~~Special ~~Listed~~Meeting, ~~Company~~and ~~Manual.~~if ~~Trading~~such inapproval is not obtained the Company’s will redeem the outstanding Class A ~~Common~~common ~~Stock~~stock ~~and~~pursuant ~~units~~to ~~will~~the ~~continue~~terms onof its Charter and the ~~NYSE~~ existing Trust Agreement. ~~The~~A ~~Company~~copy ~~does~~of ~~not~~the ~~intend~~press torelease ~~appeal~~is ~~the~~attached ~~NYSE’s~~hereto ~~determination~~as Exhibit 99.1 and is incorporated herein by reference.

Forward-Looking Statements

The foregoing Current Report on Form 8-K and the accompanying press release include certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements relating to the proposed early unwind of the Company, the estimated per-share redemption price and timing for redemptions and delisting of the Company’s securities. These forward-looking statements involve many risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including, without limitation, the receipt of the requisite stockholder approval of the Early Termination Proposals. These forward-looking statements speak only as of the date of the foregoing communication, and the Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in its expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Please refer to the publicly filed documents of the Company, including its most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, for risks and uncertainties related to the Company’s business which may affect the statements made in this communication.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits.


Exhibit No.		Description

99.1		Press release, dated November 30, 2022

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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.


ADVANCED MERGER PARTNERS, INC.

By:		/s/ Roy J. Katzovicz
Name:		Roy J. Katzovicz
Title:		Chief Executive Officer

Date: November 230, 2022

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