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): ~~December~~October 2026, ~~2021 (December 17, 2021)~~2022

MISSION ADVANCEMENT CORP.

(Exact name of registrant as specified in its charter)

Delaware		001-40127		86-1254144
(State or other jurisdiction of incorporation)		(Commission File Number)		(~~I.R.S.~~IRS Employer Identification ~~Number~~No.)

2525 E Camelback Rd, Ste 850

Phoenix, AZ 85016

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (602) 476-0600

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 Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A Common Stock and one-third of one Redeemable Warrant	MACC. U	The New York Stock Exchange
Class A Common Stock, par value $0.0001 per share	MACC	The New York Stock Exchange
Warrants, each exercisable for one share Class A Common Stock for $11.50 per share	MACC.W 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 4 3.0201. Notice ~~Non-Reliance~~of onDelisting ~~Previously~~or ~~Issued~~Failure ~~Financial~~to ~~Statements~~Satisfy or a ~~Related~~Continued ~~Audit~~Listing ~~Report~~Rule or ~~Completed~~Standard; ~~Interim~~Transfer ~~Review~~of Listing.

As announced on October 26, 2022, Mission Advancement Corp.’s (the “Company”) ~~management, in~~is ~~consultation~~seeking ~~with~~the ~~its~~approval ~~advisors, identified a classification error made in certain~~ of ~~its previously~~the ~~issued financial~~Company’s ~~statements,~~stockholders ~~arising~~to ~~from~~amend the ~~manner~~date inby which~~, as~~ of the ~~closing of the~~ Company’s ~~initial~~must ~~public~~complete ~~offering,~~a ~~the~~business ~~Company valued its Class A~~combination ~~common~~or ~~stock subject~~redeem all toof ~~possible redemption. The Company previously determined~~ the ~~value~~shares of ~~such~~ Class A common stock ~~to be~~, ~~equal~~par ~~to the redemption~~ value of$0.0001 ~~such~~per ~~shares~~share, of ~~Class~~the ACompany ~~common~~(the ~~stock, after~~“Public ~~taking~~Shares”) included ~~into~~as ~~consideration~~part of the units ~~terms~~sold ofin the Company’s ~~Amended~~ ~~and~~initial ~~Restated~~public ~~Certificate~~offering offrom ~~Incorporation~~March 5, ~~under~~2023 ~~which~~to a ~~redemption~~date ~~cannot~~no ~~result~~later inthan ~~net~~December ~~tangible~~30, ~~assets~~2022 ~~being~~(the ~~less~~“Amendment”). ~~than~~The ~~$5,000,001. Management has~~Company ~~now~~believes ~~determined,~~that ~~after~~consummation of ~~consultation~~a ~~with~~suitable ~~its~~business ~~advisors,~~combination ~~that~~is ~~the shares~~highly ofimprobable, ~~Class~~and Abecause ~~common~~redemptions ~~stock underlying~~made ~~the~~after ~~units~~December ~~issued during~~31, ~~the initial public offering~~2022 ~~can~~may be ~~redeemed~~subject orto ~~become~~a 1% ~~redeemable~~excise ~~subject~~tax toincluded ~~the~~as ~~occurrence~~part of ~~future~~the ~~events~~Inflation ~~considered to~~Reduction beAct ~~outside the Company’s control. Therefore~~of 2022, ~~management has~~it ~~concluded~~is ~~that~~in the ~~redemption~~Company’s ~~value~~stockholders’ ofbest ~~its~~interests ~~shares~~to ofreturn ~~Class~~the Acash ~~common~~in ~~stock~~the ~~subject~~trust toaccount ~~possible~~before ~~redemption~~December ~~should~~31, ~~reflect~~2022 ~~the~~rather ~~possible~~than ~~redemption~~wait offor ~~all~~the ~~shares~~Company’s ofexpiration ~~Class~~in A2023. ~~common~~In ~~stock. As~~the event athat ~~result,~~the ~~management~~Company’s ~~has~~stockholders ~~noted~~approve athe ~~classification~~Amendment, ~~error~~as ~~related~~well toas ~~temporary~~the ~~equity~~related ~~and~~proposals ~~permanent~~to ~~equity. This~~be ~~has~~voted ~~resulted~~upon inat athe ~~restatement~~special meeting of the ~~initial~~Company’s ~~carrying~~stockholders, ~~value~~and of the ~~shares~~Public ofShares ~~Class~~are ~~A common stock subject to possible redemption~~redeemed, ~~with~~ the ~~offset~~Company’s ~~recorded to~~warrants ~~additional paid-in capital~~ (toNYSE: ~~the~~MACC ~~extent available~~WS), ~~accumulated~~will ~~deficit~~expire ~~and shares of Class A common stock~~worthless.

OnFollowing such ~~December~~announcement, 17on October 26, ~~2021~~2022, the ~~audit~~New ~~committee~~York ofStock ~~the~~Exchange ~~board of directors of the Company~~ (the “~~Audit Committee~~NYSE”) ~~determined,~~notified ~~after~~the ~~discussion~~Company, ~~with~~and ~~its advisors~~publicly announced, that the ~~Company’s~~NYSE ~~(i)~~determined ~~audited balance~~to ~~sheet~~commence asproceedings ~~of March 5, 2021 filed as Exhibit 99.1~~ to delist the Company’s ~~Current~~warrants ~~Report~~from ~~on Form 8-K filed with~~ the ~~Securities~~NYSE and ~~Exchange~~ ~~Commission~~that ~~(the~~trading ~~“SEC”) on March 11, 2021, (ii) unaudited financial statements as of March 31, 2021 contained~~ in the Company’s ~~Quarterly~~warrants ~~Report~~would onbe ~~Form~~suspended ~~10-Q~~immediately, ~~filed~~due ~~with~~to ~~the~~trading ~~SEC~~price onlevels ~~May~~pursuant ~~17,~~to ~~2021,~~Section 802.01D ~~(iii) unaudited financial statements as~~ of ~~June 30, 2021 contained in~~ the ~~Company’s~~NYSE ~~Quarterly Report on Form 10-Q filed with the SEC on August 12, 2021 and (iv) unaudited financial~~Listed ~~statements as of September 30, 2021 contained in the~~ Company’s ~~Quarterly~~Manual. ~~Report~~As ona ~~Form~~result ~~10-Q~~of ~~filed with~~ the ~~SEC~~expected onexpiration ~~November~~of ~~11, 2021 should no longer be relied upon due to~~ the ~~reclassification~~warrants described above., ~~The~~the Company ~~will~~does ~~reflect~~not ~~this~~intend ~~reclassification in a forthcoming amendment~~ to appeal the ~~Company~~NYSE’s ~~Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021 (the “Amended~~ ~~Form 10-Q”)~~determination.

~~The~~Forward-Looking ~~Company does not expect the changes described above to have any impact on its cash position or the balance held in the trust account.~~Statements

~~The~~Certain statements ~~Company’s~~included ~~management~~in ~~has~~this ~~concluded~~Current ~~that~~Report inon ~~light~~Form 8-K are of“forward-looking statements” within the ~~classification~~meaning of Section 27A ~~error~~of ~~described~~the ~~above~~Securities Act of 1933, aas ~~material~~amended, ~~weakness~~and ~~exists~~Section 21E inof the ~~Company’s~~Securities ~~internal~~Exchange ~~control~~Act ~~over~~of ~~financial~~1934, ~~reporting~~as ~~and~~amended, that are not historical facts, including with respect to the Company’s anticipated redemption, liquidation and dissolution, and involve risks and uncertainties ~~disclosure~~that ~~controls~~could cause actual results to differ materially from those expected and ~~procedures~~projected. ~~were~~Words ~~not~~such ~~effective~~as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek,” “future,” “project,” “anticipate” and variations and similar words and expressions are intended to identify such forward-looking statements. ~~The~~Such forward-looking ~~Company~~statements relate to future events or future performance, but reflect management’s ~~remediation~~current ~~plan~~beliefs, ~~with~~based ~~respect~~on information currently available. A number of factors could cause actual events, performance or results to ~~such~~differ ~~material~~materially ~~weakness~~from ~~will~~the events, performance beand ~~described~~results discussed in ~~more~~the ~~detail~~forward-looking statements. For information identifying important factors and risks that could cause actual results to differ materially from those anticipated in the ~~Amended~~forward-looking statements, please refer to the Company’s Form S-1 relating to its initial public offering, Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other documents the Company has filed with the US Securities and Exchange Commission (“SEC”), as amended from time to time. Copies of such filings are available on the SEC’s website, www.sec.gov.

~~The~~Forward-looking statements ~~Company’s~~speak ~~management~~only as of the date they are made, and the ~~Audit~~Company ~~Committee~~assumes ~~have~~no ~~discussed~~obligation and does not intend to update or revise these ~~the~~forward-looking ~~matters~~statements, ~~disclosed~~whether inas a result of new information, future events, or otherwise, except as required by law. Nothing in this Current Report on Form 8-K should ~~pursuant~~be toregarded ~~this~~as ~~Item~~a 4representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved.02 ~~with~~The ~~Marcum~~inclusion of ~~LLP,~~any statement in this Current Report on Form 8-K does not constitute an admission by the Company’s ~~independent~~or ~~registered~~any other person that ~~public~~the ~~accounting~~events ~~firm~~or circumstances described in such statements are material.

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.

MISSION ADVANCEMENT CORP.

By:	/s/ Jahm Najafi
	Name:	Jahm Najafi
	Title:	Chief Executive Officer

Dated: ~~December~~October 2031, ~~2021~~2022

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