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): ~~September~~November 2315, 2022

Aequi Acquisition Corp.

(Exact name of registrant as specified in its charter)

Delaware		001-39715		85-2850133
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

500 West Putnam Avenue, Suite 400

Greenwich, CT 06830

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (917) 297-4075

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))

☐

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	ARBGU	The Nasdaq Stock Market LLC

Class A Common Stock, par value $0.0001 per share	ARBG	The Nasdaq Stock Market LLC

Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50	ARBGW	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 5.0203. ~~Departure~~Amendments ofto ~~Directors~~Articles ~~or Certain Officers; Election~~ of ~~Directors;~~Incorporation ~~Appointment~~or ~~of Certain Officers~~Bylaws; ~~Compensatory~~Change ~~Arrangements~~in ofFiscal ~~Certain Officers~~Year.

On ~~September~~ 23November 15, 2022, ~~the~~Aequi ~~Board~~Acquisition ofCorp., ~~Directors~~a Delaware corporation (the “~~Board~~Company”), held a special meeting in lieu of ~~Aequi~~annual ~~Acquisition~~meeting ~~Corp~~of stockholders (the “Meeting”). At the Meeting, athe ~~Delaware~~Company’s ~~corporation~~stockholders approved an amendment (the “~~Company~~Charter Amendment”), ~~appointed~~to ~~Susan~~the ~~Hassan~~Company’s Amended and Restated Certificate of Incorporation to ~~serve~~extend asthe date by which the ~~Chief~~Company ~~Operating~~must ~~Officer~~consummate ofits initial business combination (the ~~Company~~“Initial Business Combination”) from November 24, ~~effective~~2022 to August 24, 2023 (or such earlier date as determined by the Board of ~~July 1~~Directors of the Company). On November 15, 2022, ~~and~~the asCompany filed a ~~member~~copy of the ~~Board~~Charter Amendment with the Secretary of State of the State of Delaware. A copy of the Charter Amendment is attached as Exhibit 3.1 hereto and is incorporated herein by reference.

~~Ms. Susan~~Item Hassan, age 51, founded Sea Dune Partners in October 2020, a firm providing capital and strategic advice to early-stage and growth companies, with a particular focus on women founders and entrepreneurs, since January 20225. ~~Prior to founding Sea Dune Partners, Ms~~07. ~~Hassan~~Submission ~~was~~of aMatters ~~partner with Valor Equity Partners, a private equity firm focusing on tech-enabled growth companies, from June 2015~~ to ~~June 2017. Prior to joining Valor Equity Partners, Ms. Hassan was an attorney and~~ a ~~corporate~~Vote ~~partner at Skadden, Arps, Slate, Meagher & Flom LLP from October 1996 to May 2015. Ms. Hassan has served as an invited lecturer on corporate transactions at Harvard Law School and the University~~ of ~~Chicago~~Security ~~Law School~~Holders. In 2009, the Aspen Institute named Ms. Hassan a Henry Crown Fellow. She is a member of the Aspen Global Leadership Network. Ms. Hassan currently serves as the Vice Chair of the board of directors of CARE USA and on the board of CARE Enterprises, Inc. Ms. Hassan formerly served on the Board of Trustees of Equality Now, where she served as Board Chair. She has also served on the boards of directors of The Clean Energy Trust, where she served as Lead Director, the Women's Sports Foundation and the Chicago Public Library and is a member of the Economic Club of Chicago and a former board member and member of The Chicago Network. Ms. Hassan received a B.A. from the University of Michigan and a J.D. from the University of Michigan Law School.

~~There~~At ~~are~~the noMeeting, ~~family~~the ~~relationships~~Company’s ~~between~~stockholders ~~Ms.~~approved ~~Hassan~~the ~~and~~Charter ~~any~~Amendment ~~director~~extending orthe ~~executive~~date ~~officer~~by ofwhich the Company. ~~There~~must ~~are~~consummate ~~no transactions between~~ the Initial ~~Company~~Business ~~and~~Combination ~~Ms.~~from ~~Hassan~~November ~~that~~24, ~~are~~2022 ~~subject~~ to ~~disclosure~~August ~~under~~24, ~~Item~~2023 ~~404~~(a)the of“Extension ~~Regulation~~Amendment ~~S-K~~Proposal”).

~~In connection~~The ~~with~~final ~~the~~voting ~~appointment,~~results infor ~~September 2022,~~ the ~~Company~~Extension ~~and~~Amendment ~~Ms.~~Proposal ~~Hassan~~were ~~entered~~as into a certain letter agreement, registration rights agreement and indemnification agreement, which are substantially similar to the letter agreement, registration rights agreement and indemnification agreements, respectively, entered into by the other officers and directors in connection with the Company’s initial public offering.follows:

SIGNATURE

For		Against		Abstain
19,768,103		3,575,625		496,341

~~Pursuant~~In connection towith the ~~requirements~~ Meeting, stockholders holding 19,410,956 shares of Class A common stock (the ~~Securities~~“public ~~Exchange~~shares”) ~~Act~~exercised their right to redeem their shares for a pro rata portion of ~~1934,~~the funds in the ~~registrant~~Company’s ~~has~~trust ~~duly~~account ~~caused~~(the ~~this~~“Trust ~~report~~Account”). As toa beresult, ~~signed~~approximately on$195.5 ~~its~~million ~~behalf~~(approximately by$10.07 per public share) will be removed from the ~~undersigned~~Trust Account to pay such holders ~~hereunto~~and ~~duly~~approximately ~~authorized~~$36.1 million will remain in the Trust Account. Following redemptions, the Company will have 3,589,044 public shares outstanding.

~~Dated:~~Item ~~September~~9.01 ~~29,~~Financial ~~2022~~ Statements and Exhibits.

~~AEQUI~~(d) ~~ACQUISITION CORP~~Exhibits. ~~By:~~The ~~/s/~~following ~~Hope~~exhibits S.are ~~Taitz~~filed ~~Name:~~with ~~Hope~~this S.Form ~~Taitz Title~~8-K: ~~Chief Executive Officer and interim Chief Financial Officer~~

Exhibit No.		Description of Exhibits
3.1		Amendment to the Amended and Restated Certificate of Incorporation, filed on November 15, 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.

Dated: November 18, 2022

AEQUI ACQUISITION CORP.

By:	/s/ Hope S. Taitz
	Name:	Hope S. Taitz
	Title:	Chief Executive Officer and interim Chief Financial Officer

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