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): ~~October~~November 98, 2023

ALSP ORCHID ACQUISITION CORPORATION I

(Exact Name of Registrant as Specified in Its Charter)

Cayman Islands

001-41086

N/A

(State or Other Jurisdiction of

Incorporation or Organization)

(Commission

File Number)

(I.R.S. Employer
Identification Number)

2815 Eastlake Avenue East, Suite 300

Seattle, WA 98102

98102

(Address of Principal Executive Offices)

(Zip Code)

(Registrant’s telephone number, including area code): (206) 957-7300

N/A

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

☐	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 ordinary shares, $0.0001 par value, and on-half of one redeemable warrant	ALORU	The Nasdaq Stock Market LLC
Class A ordinary shares included as part of the units	ALOR	The Nasdaq Stock Market LLC
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	ALORW	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 3 8.01 ~~Notice~~ ofOther ~~Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing~~Items.

On ~~October~~November 98, 2023, ALSP Orchid Acquisition Corporation I., a Cayman Islands exempted company (the “Company”), ~~received~~issued a ~~written~~press ~~notice~~release ~~(the~~announcing ~~“Notice”)~~that ~~from~~as ~~the~~of ~~Nasdaq~~close ~~Listing~~of ~~Qualifications~~business ~~Department~~on ofNovember 14, ~~The~~2023 ~~Nasdaq~~or ~~Stock~~as ~~Market~~soon ~~(“Nasdaq”)~~as ~~indicating~~possible ~~that~~thereafter, the ~~Company~~publicly ~~was~~listed ~~not~~Class A inordinary ~~compliance~~shares ~~with~~included ~~Nasdaq~~as ~~Listing~~part ~~Rule~~of ~~5450(a)(2), which requires~~ the ~~Company~~units towill ~~maintain~~be atdeemed ~~least~~cancelled ~~400~~and ~~total~~will ~~holders~~represent ~~for~~only ~~continued listing on~~ the ~~Nasdaq Global~~right ~~Market~~to ~~(the~~receive ~~“Minimum~~their ~~Total~~pro-rata ~~Holders~~share ~~Rule”).~~in ~~The~~the ~~Notice~~Company’s istrust ~~only~~account abecause ~~notification~~the ofCompany ~~deficiency,~~will not ofconsummate ~~imminent~~an ~~delisting,~~initial ~~and~~business ~~has~~combination nowithin ~~current effect on~~ the ~~listing~~time orperiod ~~trading~~required ofby ~~the~~its ~~Company’s~~Amended ~~securities~~and onRestated ~~the~~Memorandum ~~Nasdaq~~and ~~Global~~Articles ~~Market~~of Association.

InThe ~~accordance~~Company’s sponsor has agreed to waive its redemption rights with ~~Nasdaq~~respect ~~Listing~~to ~~Rule 5810~~(ci) its outstanding Class B ordinary shares issued prior to the Company’s initial public offering and (2ii)( the Class A~~)(i),~~ ordinary shares that form part of the ~~Notice~~units ~~states~~purchased ~~that~~by the Company’s ~~has 45~~sponsor ~~calendar~~in ~~days,~~a orprivate ~~until~~placement ~~November 24,~~that ~~2023, to~~occurred ~~submit~~substantially asimultaneously ~~plan~~with tothe ~~regain~~Company’s ~~compliance~~initial public offering. There will be no redemption rights or liquidating distributions with respect to the ~~Minimum~~Company’s ~~Total~~warrants, ~~Holders~~which ~~Rule~~will expire worthless.

IfThe ~~the~~ Company iswill ~~unable~~file ~~to regain compliance by that date, the Company intends to submit~~ a ~~plan~~Form to25 ~~regain compliance~~ with the ~~Minimum~~Commission ~~Total~~in ~~Holders~~order ~~Rule~~to ~~within~~delist the ~~required timeframe. If Nasdaq accepts the~~ Company’s ~~plan,~~securities. ~~Nasdaq~~The ~~may grant the~~ Company anthereafter ~~extension~~expects ~~of up~~ to ~~180~~file ~~calendar~~a ~~days~~Form ~~from~~15 ~~the~~with ~~date of~~ the ~~Notice~~Commission to ~~evidence~~terminate ~~compliance with~~ the ~~Minimum~~registration ~~Total~~of ~~Holders Rule. If Nasdaq does not accept~~ the Company’s ~~plan,~~securities ~~the~~under ~~Company will have~~ the ~~opportunity~~Securities toExchange ~~appeal~~Act ~~the decision in front~~ of a1934, ~~Nasdaq~~as ~~Hearings Panel~~amended.

~~The~~A ~~Company~~copy isof ~~monitoring~~ the ~~number~~press ofrelease ~~holders~~is ofattached ~~its~~hereto ~~Class A~~as ~~ordinary~~Exhibit ~~shares~~99.1 and ~~will~~is ~~consider~~incorporated ~~options~~herein ~~available~~by ~~to it to potentially achieve compliance~~reference.

Item 9.01.

Financial Statements and Exhibits.


Exhibit No.		Description

99.1		Press release, dated November 8, 2023

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: October 12, 2023


Dated: November 8, 2023

	ALSP ORCHID ACQUISITION CORPORATION I

	By:	/s/ Thong Q. Le
	Name:	Thong Q. Le
	Title:	Chief Executive Officer

ALSP ORCHID ACQUISITION CORPORATION I By: /s/ Thong Q. Le Name: Thong Q. Le Title: Chief Executive Officer

Filing Compare · ALSP Orchid Acquisition Corp I