UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(dD)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~March 27~~April 20, 2023

ENTERPRISE 4.0 TECHNOLOGY ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Cayman Islands	001-40918	N/A
(State or other jurisdictionof incorporation)	(CommissionFile Number)	(IRS EmployerIdentification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

630 Ramona Street

Palo Alto, CA

94301

(Address of Principal Executive Offices)

(Zip Code)

~~Palo~~Registrant’s ~~Alto~~telephone number, CAincluding ~~94301~~area code (619) 736-6855

~~(Address~~Not ~~of principal executive offices, including zip code)~~Applicable

Registrant’s telephone number, including area code: (619) 736-6855

533 Airport Blvd., Suite 400

Burlingame, CA 94010

(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	TradingSymbol(s)	Name of each ~~exchangeon~~exchange on which registered
Units, each consisting of one Class A Ordinary Share and one-half of one Redeemable Warrant	ENTFU	The Nasdaq Stock Market LLC
Class A Ordinary Shares, par value $0.0001 per share	ENTF	The Nasdaq Stock Market LLC
Class A Ordinary Share, par value $0.0001 per share	ENTF	The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one Class A Ordinary Share for $11.50 per share	ENTFW	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 ☒

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 1.01. Entry into a Material Definitive Agreement.

Following the approval of the Extension Amendment Proposal (as defined below), on April 20, 2023, Enterprise 4.0 Technology Acquisition Corp., a Cayman Islands exempted company (the “Company”), issued a promissory note (the “Note”) in the aggregate principal amount of up to $900,000 to ENT4.0 Technology Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), pursuant to which the Sponsor agreed to loan to the Company up to $900,000 (the “Extension Funds”) to deposit into the Company’s trust account (the “Trust Account”) for the Company’s Class A Ordinary Shares, par value $0.0001 (the “Class A Ordinary Shares”), held by the Company’s public shareholders (the “Public Shares”) that were not redeemed in connection with the extension of the Company’s termination date from April 21, 2023 to October 21, 2023 (or such earlier date as determined by the board of directors of the Company (the “Board”).

The Company will deposit $150,000 into the Trust Account for each calendar month (commencing on April 21, 2023 and ending on the 21^st day of each subsequent month), or portion thereof, that is needed by the Company to complete an initial business combination (the “Initial Business Combination”) until October 21, 2023, and such amount will be distributed either to: (i) all of the holders of Public Shares upon the Company’s liquidation or (ii) holders of Public Shares who elect to have their shares redeemed in connection with the consummation of the Initial Business Combination.

The Note bears no interest and is repayable in full upon the date of the consummation of the Initial Business Combination or the liquidation of the Company. Notwithstanding, as the Sponsor’s election at any time prior to payment in full of the principal balance of the Note, the Sponsor may elect to convert the unpaid principal balance of this Note into that number of units, each unit consisting of one Class A Ordinary Share of the Company and one half of one warrant, each whole warrant exercisable for one Class A Ordinary Share of the Company, equal to: (x) the portion of the principal amount of this Note being converted pursuant to the Note, divided by (y) $10.00, rounded up to the nearest whole number of units.

The issuance of the Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

The foregoing description is qualified in its entirety by reference to the Note, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant.

The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities.

On April 21, 2023, the Company issued an aggregate of 7,499,999 Class A Ordinary Shares to the Sponsor upon the conversion of an equal number of the Company’s Class B ordinary shares, par value $0.0001 (“Class B Ordinary Shares,” and together with the Class A Ordinary Shares, the “Ordinary Shares”), held by the Sponsor (the “Conversion”). The 7,499,999 Class A Ordinary Shares issued in connection with the Conversion are subject to the same restrictions as applied to the Class B Ordinary Shares before the Conversion, including, among others, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an Initial Business Combination as described in the prospectus for the Company’s initial public offering.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

OnAs ~~March 27,~~described ~~2023,~~in ~~Enterprise~~the ~~4.0~~proxy ~~Technology~~statement ~~Acquisition~~dated ~~Corp.~~April 10, 2023 (the “~~Company~~Proxy Statement”) ~~received~~and mailed to the ~~resignations~~Company’s shareholders of ~~all~~record as of March 6, 2023 (the ~~member~~“Record ofDate”) in connection with the Company’s ~~Board~~extraordinary general meeting of ~~Directors:~~shareholders ~~Sudhakar~~held ~~Ramakrishna~~on April 20, ~~Mona~~2023 ~~Sabet~~(the “Meeting”), ~~Eric~~on ~~Benhamou~~April 7, ~~Christopher Paisley~~2023, ~~Kim~~the LeCompany ~~and~~received ~~Judith~~the ~~Sim,~~contingent ~~and~~ resignations of ~~Ron~~Alex ~~Sege~~Vieux and Steven Fletcher as directors of the Company and as Co-Chief ~~Operating~~Executive ~~Officer~~Officers and Co-Chief Financial officers of the Company ~~and~~to ~~Yashwanth~~take ~~Hemaraj~~effect immediately upon the filing of the Charter Amendment (as defined below). As discussed below in Item 5.03, the ~~Chief~~Charter ~~Acquisition~~Amendment ~~Officer~~was offiled on April 21, 2023, and consequently, the ~~Company~~contingent resignations of Messrs. Vieux and Fletcher became effective on April 21, 2023. To the knowledge of the Company, the proposed resignations of Messrs. Vieux and Fletcher were not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

~~Following~~On ~~the Company’s receipt of the resignations referred to above, on March~~April 287, 2023, the ~~Company~~Board ~~held~~appointed anLouis ~~extraordinary~~G. ~~general~~Lange ~~meeting~~and ~~(“EGM”)~~Ross ofHaghighat as the ~~holder~~Class I ofdirectors, ~~its~~Ronald Eastman as the Class BII ~~ordinary~~director ~~shares~~and inGlen ~~order~~Giovannetti toas ~~elect~~the ~~new~~ Class IIII ~~directors~~director toof ~~serve until~~ the Company’s, ~~initial~~to ~~annual~~take ~~general~~effect ~~meeting.~~immediately Atupon the ~~EGM,~~filing ~~Alex~~of ~~Vieux~~the ~~and~~Charter ~~Steven~~Amendment, ~~Fletcher~~which ~~were~~was ~~each~~filed ~~elected~~on asApril 21, a2023. ~~Class~~Mr. IHaghighat ~~director~~was ofalso appointed as the Company.’s ~~Prior~~Chief toExecutive anOfficer ~~initial~~and ~~business~~Chief ~~combination,~~Financial ~~only~~Officer ~~holders~~to oftake ~~Class B~~effect ~~ordinary~~simultaneous ~~shares~~with ~~have~~ the ~~right~~effectiveness toof ~~vote~~his onappointment ~~the~~as ~~election~~a ofClass I ~~directors.~~director, ~~Information~~and ~~with~~Mr. Haghighat ~~respect~~shall toconstitute ~~Messrs.~~the ~~Vieux~~sole ~~and~~executive ~~Fletcher~~officer isof ~~set~~the ~~forth below~~Company.

~~Immediately~~Information ~~following~~regarding the ~~EGM,~~background ~~the~~and ~~newly~~professional ~~elected~~experience ~~Board~~ of ~~Directors met and took the following action:~~ Messrs. ~~Vieux~~Lange, ~~and~~Haghighat, ~~Fletcher~~Eastman ~~were appointed as Co-Chief Executive Officers~~ and ~~Co-Chief~~Giovannetti ~~Financial~~is ~~Officers~~set offorth ~~the~~in ~~Company and constitute all~~ the ~~executive~~Proxy ~~officers of the Company~~Statement. ~~The Company will not be paying compensation to the newly appointed directors or officers.~~

Messrs. Vieux and Fletcher are two of the three managing members of ENT4.0 Technology Sponsor LLC, the Company’s sponsor (the “Sponsor”). The Sponsor beneficially owns 1,222,000 of the Company’s outstanding ClassItem ~~A ordinary shares (representing approximately 3~~5.9% of the Company’s outstanding Class A ordinary shares), which consists of (i) 600,000 Class A ordinary shares, (ii) 622,000 Class A ordinary shares issuable upon conversion of the $6,220,000 sponsor loan into sponsor loan units at a conversion price of $1003.00 ~~per~~Amendments ~~unit,~~to atArticles ~~the discretion~~ of ~~the~~Incorporation ~~Sponsor,~~or atBylaws; ~~any~~Change ~~time~~in upFiscal ~~until the consummation of an initial business combination, and 7,500,000 of our Class B ordinary shares (representing all of our Class B ordinary shares and 22~~Year.5% ~~of our outstanding ordinary shares).~~

~~Information~~On ~~with~~April 20, ~~respect~~2023, tothe ~~Messrs~~Company held an extraordinary general meeting of shareholders. ~~Vieux~~At the Meeting, the Company’s shareholders approved an amendment to the Company’s Amended and ~~Fletcher~~Restated isMemorandum ~~set~~and ~~forth~~Articles ~~below:~~of Association (the “Charter Amendment”) to (i) extend the date by which the Company must consummate its initial Business Combination from April 21, 2023 to October 21, 2023 (or such earlier date as determined by the Board) (the “Extension Amendment Proposal”) and (ii) provide for the right of a holder of Class B Ordinary Shares to convert such shares into Class A Ordinary Shares on a one-for-one basis at any time prior to the closing of the Initial Business Combination at the option of a holder of Class B Ordinary Shares (the “Founder Share Amendment Proposal”). The Company filed the Charter Amendment with the Secretary of State of the State of Delaware on April 21, 2023.

~~Alex~~The ~~Vieux,~~foregoing ~~age~~description ~~65,~~ is ~~the~~qualified ~~Chairman~~in ~~and~~its ~~co-founder~~entirety of Explorer Acquisitions, a serial special purpose acquisition companies (“SPACs”) sponsor (“Explorer”), Chairman and publisher of Red Herring, a magazine on information technology and business, and Chief Executive Officer of Herring International, a Belgian corporation. Over the last 35 years, he has worked with and engaged C-suite executives from five continents, scouting disruptive companies later embraced by ~~the~~reference ~~markets.~~to Mr. Vieux started his career at Arthur Andersen LLP (now Accenture plc). Then he co-founded two technology companies, CATS Software, Inc. and Renaissance Software, both fintech startups that either went public or were sold in the ~~1990s.~~Charter ~~He also founded The European Technology Roundtable Exhibition~~Amendment, a ~~yearly~~copy ~~forum assembling technology world leaders. He was elected on the board~~ of ~~directors~~which ofis ~~Tandem~~attached ~~Computers, Inc., Computer Associates (listed on NYSE), Check Point Software Technologies, Ltd. (Nasdaq: CHKP), Commerce One, Inc. (Nasdaq: CMRC) and Qualys, Inc. (Nasdaq: OLYS),~~ as ~~well~~Exhibit ~~as dozens of private companies~~3.1 ~~Mr. Vieux~~hereto ~~served as an advisor to Cerberus Telecom Acquisition Corp. (“CTAC”)~~ and Apex Technology Acquisition Corp. (“APXT”) prior to their respective initial business combinations. Mr. Vieux serves as an advisor to the Company and BioPlus Acquisition Corp. (“BIOS”). A graduate of the Institute d’Etudes Politiques and the French business school HEC, Mr. Vieux also holds a law degree from the Universite de Paris and an M.B.A. from Stanford University, where he was a Fulbright Scholar. Mr. Vieux is ~~well~~incorporated ~~qualified~~by toreference ~~serve on the Board of Directors due to his extensive experience in public companies, SPACs and business combinations~~herein.

~~Steven Fletcher, age 55, is the Chief Executive Officer and co-founder of Explorer~~Item 5. Mr07. ~~Fletcher~~ ~~serves~~Submission ~~as an advisor to the Company and BIOS. He serves on the board~~ of ~~directors~~Matters ~~of Lee Enterprises (Nasdaq: LEE), a U.S. media and information company. He served as an advisor~~ to ~~CTAC and APXT prior to their respective initial business combinations. He served from 2013 to August 2022 as an independent director of atVenu,~~ a ~~leading~~Vote ~~live event commerce platform, where he was a member~~ of ~~the~~Security ~~Audit and Compensation Committees, and as an independent director of Life Signals, Inc~~Holders. ~~a healthcare technology company since November 2021. From 2003 to May 2018, Mr. Fletcher was a Managing Director, Co-Head of the Digital Media Group and Head of the Software~~

At ~~Group~~the ~~at GCA Savvian~~Meeting, aan ~~global~~aggregate ~~investment~~of ~~bank.~~at Heleast ~~was~~one-third ~~also a member~~ of the ~~firm~~Company’s ~~Management~~Ordinary ~~Committee. From 1994 until 2002~~Shares, ~~Mr. Fletcher~~which ~~worked~~represents ~~at Goldman, Sachs & Co., where he held~~ a ~~number~~quorum of ~~leadership roles including Head of~~ the ~~Private~~outstanding ~~Placement~~Ordinary ~~Group,~~Shares ~~Head~~entitled ofto ~~the~~vote ITas ~~Services sector and Co-Head~~ of the ~~Hardware,~~Record ~~Storage~~Date, ~~EMS,~~were ~~and~~represented ~~Internet~~in ~~Infrastructure~~person ~~sectors.~~or Heby ~~began~~proxy ~~his career~~ at ~~Deloitte & Touche as a CPA. He holds a B.A. in Economics from UCLA and an M.B.A. in Finance from The Wharton School of~~ the ~~University of Pennsylvania~~Meeting. ~~Mr. Fletcher is well qualified to serve on the Board of Directors due to his extensive experience in public companies, SPACs and business combinations.~~

~~Messrs.~~At ~~Vieux and Fletcher have advised~~ the ~~Company~~Meeting, ~~that they expect to resign from such positions upon their identification and appointment of new directors and executive officers of~~ the Company.’s ~~Upon~~shareholders ~~their~~voted ~~appointment,~~on the ~~new~~following ~~directors will satisfy the applicable Nasdaq listing standards with respect to director independence~~proposals, aseach ~~well as applicable Nasdaq and Securities and Exchange Commission rules regarding the composition~~ of ~~the~~which ~~Company’s~~was ~~audit~~approved: ~~committee and compensation committee.~~

~~Item 8~~(1) The Extension Amendment Proposal – a proposal to amend the Company’s Amended and Restated Memorandum and Articles of Association to extend the date by which the Company must consummate its initial Business Combination from April 21, 2023 to October 21, 2023 (or such earlier date as determined by the Board).01 ~~Other~~The ~~Events~~following is a tabulation of the votes with respect to this proposal, which was approved by the Company’s shareholders:

The Company has previously stated that, although it is not limited to a particular industry or sector for purposes of completing a business combination, it is focusing its search within the technology industry along the trendlines set by a new wave of cloud native companies that combine artificial intelligence, intelligent automation and proprietary access to data to deliver actionable insights for enterprise businesses.


For	Against	Abstain
27,552,934	31,102	2,000

(2) The ~~Company’s~~Founder ~~Board~~Share ofAmendment ~~Directors~~Proposal ~~has~~– ~~determined,~~a ~~for~~proposal ~~commercial~~to amend the Amended and ~~other~~Restated ~~reasons,~~Memorandum and Articles of Association to ~~consider~~provide ~~changing~~for the ~~focus~~right of ~~its~~a ~~search~~holder ~~for~~of aClass ~~business~~B ~~combination~~Ordinary ~~from~~Shares ~~within~~to ~~the~~convert ~~technology~~such ~~industry~~shares tointo ~~possibly~~Class ~~seeking~~A aOrdinary ~~target~~Shares inon ~~another~~a ~~industry.~~one-for-one ~~The~~basis ~~Company~~at ~~notes~~any ~~that~~time ~~notwithstanding~~prior to the ~~change~~closing of ~~focus,~~the itInitial isBusiness ~~not~~Combination ~~limited~~at tothe option of a ~~particular~~holder ~~industry~~of orClass ~~sector~~B ~~for~~Ordinary ~~purposes~~Shares. ofThe ~~completing~~following is a ~~business~~tabulation ~~combination.~~of the votes with respect to this proposal, which was approved by the Company’s shareholders:


For	Against	Abstain
27,552,934	31,102	2,000

(3)

The Auditor Ratification Proposal – a proposal to ratify the selection by the Company’s Audit Committee of WithumSmith+Brown, PC to serve as our independent registered public accounting firm for the year ending December 31, 2023. The following is a tabulation of the votes with respect to this proposal, which was approved by the Company’s shareholders:


For	Against	Abstain
27,552,934	31,102	2,000

In connection with the vote to approve the Extension Amendment Proposal, holders of 23,233,981 Class A Ordinary Shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.49 per share, for an aggregate redemption amount of approximately $243,620,483, in connection with the Extension Amendment Proposal.

A proposal to adjourn the Meeting to a later date was not presented because there were enough votes to approve each of the three other proposals.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are filed herewith:


Exhibit No.		Description of Exhibits

3.1		Amendment to Amended and Restated Memorandum and Articles of Association

10.1		Promissory Note issued to ENT4.0 Technology Sponsor LLC

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.

Dated: April 25, 2023


ENTERPRISE 4.0 TECHNOLOGY ACQUISITON CORP.

By:	/s/ Ross Haghighat
	Name:	Ross Haghighat
	Title:	Chief Executive Officer and Chief Financial Officer

ENTERPRISE 4.0 TECHNOLOGY ACQUISITON CORP.

/s/ Steven Fletcher

Name: Steven Fletcher

Title: Co-Chief Executive Officer and Co-Chief Financial Officer

Dated: March 31, 2023

Filing Compare · Enterprise 4.0 Technology Acquisition Corp