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): ~~March~~June 276, 2023 (~~March~~June 216, 2023)

Stratim Cloud Acquisition Corp.

(Exact name of registrant as specified in its charter)

Delaware	001-40191	85-2547650
(State or other jurisdiction	(Commission File Number)	(I.R.S. Employer
of incorporation)		Identification No.)

100 West Liberty Street, Suite 100
Reno, Nevada		89501
(Address of principal executive offices)		(Zip Code)

(775) 318-3629

(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 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 Securities Exchange Act of 1934:

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	SCAQU	The Nasdaq Stock Market LLC
Class A common stock, par value $0.0001 per share	SCAQ	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	SCAQW	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 31.0201 ~~Unregistered~~Entry ~~Sales~~into ofa ~~Equity~~Material ~~Securities~~Definitive Agreement.

AsOn ~~previously~~June ~~disclosed~~6, ~~on March 21,~~ 2023, Stratim Cloud Acquisition Corp., a Delaware Corporation (the “Company”) entered into a ~~membership~~Promissory ~~interests~~Note ~~purchase agreement~~ (the “~~Purchase~~Promissory ~~Agreement~~Note”), bywith ~~and among~~its ~~the Company~~sponsor, ~~Force~~Stratim Cloud ~~Pressure Control~~Acquisition, LLC, a ~~Texas~~Delaware limited liability company (the “~~Force~~Sponsor”). ~~and~~Pursuant ~~each~~to of the ~~individuals~~Promissory ~~listed~~Note, the onSponsor has agreed to provide the ~~signature~~Company ~~page~~with a loan up to a principal amount of ~~the~~two ~~Purchase~~hundred ~~Agreement~~fifty ~~(the~~thousand ~~“Force~~U.S. ~~Members”~~Dollars (U.S. $250,000) with an interest rate of 10% per annum, computed at a daily rate of 0.0278%. ~~The~~All ~~transactions~~unpaid ~~contemplated~~principal and interest under the Promissory Note shall be due and payable in full on the date by which the ~~Purchase~~Company ~~Agreement~~completes a merger, capital stock exchange, asset acquisition, stock ~~are~~purchase, ~~referred~~reorganization or similar business combination involving the Company and one or more businesses pursuant to ~~herein~~its Amended and Restated Certificate of Incorporation (as it may be amended from time to time) (the “~~Transaction.~~Maturity Date”).

~~Immediately~~The ~~prior~~foregoing todescription ~~the closing~~ of the ~~Transaction~~Promissory ~~(the~~Note ~~“Closing”), Force~~does ~~will~~not ~~effectuate~~purport ato be ~~recapitalization~~complete ~~(the~~and ~~“Recapitalization”),~~is ~~pursuant~~qualified toin ~~which,~~its ~~among~~entirety ~~other~~by ~~things,~~the ~~all~~terms ~~outstanding membership~~and ~~interests~~conditions of ~~Force~~the ~~will~~Promissory beNote, ~~converted~~a orcopy ~~exchanged~~of ~~into~~which ~~common~~is ~~units~~attached ~~(“Common~~hereto ~~Units”)~~as Exhibit 10.1 ~~Additionally,~~and ~~immediately prior~~incorporated toherein ~~the~~by ~~Closing:~~reference.

~~(i)~~Item ~~Force~~2.03 ~~will~~Creation ~~adopt~~of a ~~Second~~Direct ~~Amended~~Financial ~~and~~Obligation ~~Restated~~or ~~LLC~~an ~~Agreement~~Obligation ~~to,~~under ~~among~~an ~~other things, (a) permit the issuance and ownership of the post~~Off-~~Recapitalization~~Balance ~~equity~~Sheet ofArrangement ~~Force as contemplated by the Purchase Agreement and (b) to admit the Company as the sole managing member~~ of ~~Force;~~a ~~and~~Registrant.

~~(ii)~~ The ~~Company~~information ~~will~~disclosed ~~file~~under ~~with~~Item ~~the~~1.01 ~~Secretary~~ of ~~State~~this ofCurrent ~~Delaware~~Report anon Form ~~amended~~8-K ~~and~~is ~~restated~~incorporated ~~certificate~~by ofreference ~~incorporation~~into ~~(the~~this ~~“A&R~~Item ~~Charter”)~~2.03 to, ~~among~~the ~~other~~extent ~~things,~~required ~~approve~~herein. ~~the~~The ~~issuance~~Maturity ofDate ~~shares~~may ofbe ~~Class~~accelerated Cupon ~~Common~~the occurrence ~~Stock~~ of ~~the~~an ~~Company~~Event ~~(“Company~~of ~~Class~~Default C(as ~~Common~~defined ~~Stock”~~therein),. ~~which~~Any ~~will,~~outstanding ~~among~~principal ~~other~~and ~~matters,~~interest ~~carry~~under ~~such~~the ~~non-economic~~Promissory ~~and~~Note ~~voting~~may ~~rights~~be asprepaid at ~~set~~any ~~forth~~time inby the ~~A&R~~Company, ~~Charter~~at its election and without penalty.

~~Pursuant~~Forward toLooking the Purchase Agreement, the Company will purchase an aggregate of up to 12,000,000 Common Units from Force Members for $120,000,000 prior to any Net Working Capital Adjustment (as defined in the Purchase Agreement) and the Force Members will retain at least 50% of the total Common Units issued and outstanding immediately after the Recapitalization (the “Retained Units”).Statements

~~Pursuant~~This toCurrent Report on Form 8-K contains forward-looking statements within the ~~Purchase~~meaning ~~Agreement~~of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the ~~Company~~Securities ~~will~~Exchange ~~subscribe~~Act ~~for~~of 1934, as aamended, ~~number~~that ofinvolve ~~Common~~risks, ~~Units~~uncertainties, ~~equal~~and assumptions that are difficult to ~~the~~predict. ~~total~~All ~~shares~~statements other than statements of ~~Class~~historical fact Bcontained ~~Common~~in ~~Stock~~this ofCurrent ~~the~~Report ~~Company~~on ~~issued~~Form 8-K, including statements regarding future events, our future financial performance, business strategy, and ~~outstanding~~plans ~~immediately~~and ~~prior~~objectives of management for future operations, are forward-looking statements. The Company has attempted to identify ~~the~~forward-looking ~~Transaction~~statements by terminology including “anticipates,” in“believes,” ~~exchange~~“can,” ~~for~~“continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” or “should,” or the ~~number~~negative of ~~shares~~these ofterms or other comparable terminology. The forward-looking statements made herein are based on the Company’s ~~Class~~current Cexpectations ~~Common~~and ~~Stock~~assumptions ~~equal~~about future events and are based on currently available information as to the ~~number~~outcome and timing of ~~Retained~~future ~~Units~~events. Actual results could differ materially from those described or implied by such forward-looking statements as a result of various important factors, ~~which~~including, ~~will~~without limitation, its limited operating history, competitive befactors ~~subsequently~~in ~~distributed~~the toCompany’s and Force ~~Members~~Pressure Control, LLC (“Force”)’s industry and market, and other general economic conditions. ~~Following~~The forward-looking statements made herein are based on the ~~Closing~~Company’s current expectations, assumptions, and projections, which could be incorrect. The forward-looking statements made herein speak only as of the ~~Force~~date ~~Members~~of ~~may~~this ~~cause~~Current Report on Form 8-K and the Company undertakes no obligation to ~~redeem~~update ~~their~~publicly ~~Common~~such ~~Units~~forward-looking statements to reflect subsequent events or circumstances, ~~which~~except ~~redemption~~as ~~may~~otherwise berequired ~~effected~~by aslaw. anThe ~~exchange~~Company cautions you that these forward-looking statements are subject to all of ~~Common~~the ~~Units~~risks ~~for~~and uncertainties, ~~shares~~most of ~~Class~~which Aare ~~Common~~difficult ~~Stock~~to predict and many of which are beyond the ~~Company~~control onof athe ~~one-for-one~~Company. ~~basis~~Additional information ~~(subject~~concerning tothese ~~adjustment~~and other factors that may impact the operations and projections discussed herein can be found in ~~certain~~the ~~cases~~Company’s periodic filings with the Securities and Exchange Commission (the “SEC”), ~~accompanied~~including byits Annual Report on Form 10-K for the ~~corresponding~~fiscal ~~cancellation~~year ofended ~~shares~~December of31, ~~Company~~2022, ~~Class~~and Cits ~~Common~~subsequent ~~Stock~~Quarterly ~~held~~Report on Form 10-Q. The Company’s SEC filings are available bypublicly ~~such~~on ~~Force~~the ~~Members~~SEC’s website at http://www.sec.gov.

Following the Closing, and as additional consideration for the Transaction, within five (5) business days after the determination of the 2023 EBITDA (as defined in the Purchase Agreement), Force and the Company (as applicable) shall issue or cause to be issued to each Force Member the following number of Common Units and shares of Company Class C Common Stock (subject to further adjustment) (the “Earnout Equity”), if the 2023 EBITDA is greater than $60,000,000 (the “Minimum EBITDA Target”), a one-time issuance of 200,000 units and shares, as applicable, of Earnout Equity, for each $1~~,000,000 of EBITDA (rounded down to the nearest $1,000,000) in excess of the Minimum EBITDA Target, up to a maximum of 3,000,000 units and shares, as applicable, of Earnout Equity.~~

~~Notwithstanding~~Additional ~~the~~Information ~~foregoing, the Company shall be permitted to satisfy its obligation to deliver Earnout Equity pursuant to the Minimum EBITDA Target by: (i) delivering $12.50 cash per unit~~ and ~~share,~~Where as applicable, of Earnout Equity within thirty (30) calendar days of determination of the 2023 EBITDA or (ii) if the volume weighted average closing sale price of the Company Class A Common Stock for the five (5) trading days following public announcement of the 2023 EBITDA (the “Company Trading Price”) exceeds $14.00 per share, by delivering the number of shares of Company Class A Common Stock equal to ~~(x)~~Find ~~the aggregate number of units and shares, as applicable, of Earnout Equity multiplied by $12.50, divided by (y) the Company Trading Price, subject to the adjustment provided in the Purchase Agreement.~~It

The ~~shares~~Company ~~and~~will ~~units~~prepare toa beproxy ~~issued~~statement ~~in connection with~~ (the ~~Transaction~~“Proxy Statement”) ~~will~~to ~~not~~ be ~~registered~~filed ~~under~~with the ~~Securities~~SEC ~~Act~~and ofmailed ~~1933,~~to asits ~~amended~~stockholders. The Company isurges ~~issuing~~its ~~the~~investors ~~shares~~ and ~~units~~other ininterested ~~reliance~~persons onto ~~the~~read, ~~exemption~~when available, ~~from~~the ~~registration~~Proxy ~~provided~~Statement, byas ~~Section~~well ~~4(a)(2)~~as ofother ~~the~~documents ~~Securities~~filed ~~Act~~with ofthe ~~1933~~SEC, asbecause ~~amended.~~these ~~The~~documents ~~Company~~will iscontain ~~relying~~important oninformation ~~this~~about ~~exemption from~~the ~~registration~~proposed ~~based~~transaction. inThe ~~part~~Proxy onStatement, ~~representations~~once ~~made~~available, bycan ~~the~~be ~~parties~~obtained, towithout charge, at the ~~Purchase~~SEC’s ~~Agreement~~website (http://www.sec.gov).

1No Offer or Solicitation

~~The~~This ~~foregoing~~Current ~~description~~Report ofon ~~the~~Form ~~Purchase~~8-K ~~Agreement,~~shall ~~and~~not ~~the~~constitute ~~transactions~~a solicitation ~~and~~of ~~documents~~a ~~contemplated thereby~~proxy, isconsent ~~not~~or ~~complete~~authorization ~~and~~with isrespect ~~subject~~ to ~~and~~any ~~qualified~~securities or in ~~its~~respect ~~entirety~~of byany ~~reference~~business combination. This Current Report on Form 8-K shall also not constitute an offer to sell or the ~~Purchase~~solicitation ~~Agreement~~of an offer to buy any securities, a ~~copy~~nor shall there be any sale of securities in any states or jurisdictions in which issuch ~~filed~~offer, ~~with~~solicitation ~~this~~or ~~Current~~sale ~~Report~~would onbe ~~Form~~unlawful ~~8-K~~prior asto ~~Exhibit~~registration ~~2.1,~~or ~~and~~qualification under the ~~terms~~securities laws of ~~which~~any ~~are~~such ~~incorporated~~jurisdiction. No offering of securities shall be made except by ~~reference~~means ~~herein~~of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

~~Forward~~Participants ~~Looking~~in ~~Statements~~the Solicitation

~~This~~The ~~Current~~Company ~~Report~~and oncertain ~~Form 8-K contains forward-looking statements within the meaning~~ of ~~Section~~its ~~27A~~respective ofdirectors ~~the Securities Act of 1933, as amended,~~ and ~~Section~~executive ~~21E of the Securities Exchange Act of 1934, as~~officers ~~amended,~~may ~~that~~be ~~involve~~deemed ~~risks, uncertainties, and assumptions that are difficult~~ to ~~predict.~~be ~~All~~participants ~~statements~~in ~~other~~the ~~than~~solicitation ~~statements~~ of ~~historical fact~~proxies, ~~contained~~ in ~~this~~favor ~~Current Report on Form 8-K, including statements regarding future events, our future financial performance, business strategy, and plans and objectives~~ of management for future operations, are forward-looking statements. The Company has attempted to identify forward-looking statements by terminology including “anticipates,” “believes,” “can,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” or “should,” or the ~~negative~~approval of ~~these~~the ~~terms~~proposed ortransaction ~~other~~between ~~comparable terminology. The forward-looking statements made herein are based on~~ the Company~~’s current expectations and assumptions about future events and are based on currently available~~ ~~information as to the outcome~~ and timing of future events. Actual results could differ materially from those described or implied by such forward-looking statements as a result of various important factors, including, without limitation, its limited operating history, competitive factors in Force’s ~~industry~~ and ~~market,~~related ~~and other general economic conditions~~matters. ~~The~~Information ~~forward-looking~~regarding ~~statements made herein are based on~~ the Company’s ~~current~~directors ~~expectations, assumptions,~~ and ~~projections,~~executive ~~which~~officers ~~could~~is becontained ~~incorrect.~~in ~~The~~the ~~forward-looking statements made~~section ~~herein speak only as~~ of the ~~date~~Company’s ~~of this Current Report on~~ Form 8S-K1 ~~and~~titled ~~the Company undertakes no obligation to update publicly such forward-looking statements to reflect subsequent events or circumstances~~“Management”, ~~except as otherwise required by law. The Company cautions you that these forward-looking statements are subject to all of the risks and uncertainties, most of~~ which ~~are~~went ~~difficult~~effective towith ~~predict and many of which are beyond~~ the ~~control~~ ofSEC ~~the~~on ~~Company,~~March ~~incident to the development~~11, ~~production, gathering and sale of oil, natural gas and natural gas liquids~~2021. InAdditional ~~addition,~~information ~~the~~regarding ~~Company cautions you that~~ the ~~forward-looking~~interests ~~statements contained in this press release are subject to the following factors: (i) the occurrence~~ of ~~any~~those ~~event,~~participants ~~change~~and or other ~~circumstances~~persons ~~that~~who ~~could delay the business combination or give rise to the termination of the agreements related thereto; (ii) the outcome of any legal proceedings that~~ may be ~~instituted~~deemed ~~against~~participants the Company following announcement of the transactions; (iii) the inability to complete the business combination due to the failure to obtain approval of the stockholders of the Company, or other conditions to closing in the ~~transaction agreement; (iv) the inability of the Company and Force to complete a PIPE offering in connection with the~~ proposed ~~business~~transaction combination; (v) the risk that the proposed business combination disrupts Force’s current plans and operations as a result of the announcement of the transactions; (vi) Force’s ability to realize the anticipated benefits of the business combination, which may be ~~affected by, among other things, competition and the ability of Force to grow and manage~~obtained growth profitably following the business combination; (vii) costs related to the business combination; (viii) changes in applicable laws or regulations; and (viii) the possibility that Force may be adversely affected by ~~other~~reading ~~economic, business, and/or competitive factors. Should one or more of~~ the ~~risks~~Proxy orStatement ~~uncertainties described in this press release, or should underlying assumptions prove incorrect, actual results~~ and ~~plans could different materially from those expressed in any forward-looking statements. Additional information concerning these and~~ other ~~factors~~relevant ~~that~~documents ~~may~~filed ~~impact the operations and projections discussed herein can be found in the Company’s periodic filings~~ with the ~~Securities and Exchange Commission (the “~~SEC~~”),~~ ~~including~~when ~~its~~they ~~Annual~~become ~~Report on Form 10-K for the fiscal year ended December 31, 2021, and its subsequent Quarterly Reports on Form 10-Q. The Company’s SEC filings are~~ available ~~publicly on the SEC’s website at www~~.~~sec.gov.~~

Additional Information and Where to Find It

The Company will prepare a proxy statement (the “Proxy Statement”) to be filed with the SEC and mailed to its stockholders. The Company urges its investors and other interested persons to read, when available, the Proxy Statement, as well as other documents filed with the SEC, because these documents will contain important information about the proposed Transaction. The Proxy Statement, once available, can be obtained, without charge, at the SEC’s website (http://www.sec.gov).

Participants in the Solicitation

The Company and certain of its respective directors and executive officers may be deemed to be participants in the solicitation of proxies, in favor of the approval of the proposed Transaction related matters. Information regarding the Company’s directors and executive officers is contained in the section of the Company’s Form S-1 titled “Management”, which went effective with the SEC on March 11, 2021. Additional information regarding the interests of those participants and other persons who may be deemed participants in the Transaction may be obtained by reading the Proxy Statement and other relevant documents filed with the SEC when they become available.

No Offer or Solicitation

This Current Report on Form 8-K shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of any business combination, including the Transaction. This Current Report on Form 8-K shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
2.1		Membership Interests Purchase Agreement, dated March 21, 2023, by and among Stratim Cloud Acquisition Corp., Force Pressure Control, LLC and each of the individuals listed on the signature page thereto (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on March 22, 2023)
10.1		Promissory Note, dated as of June 6, 2023, by and between Stratim Cloud Acquisition Corp. and Stratim Cloud Acquisition, 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.

	Stratim Cloud Acquisition Corp.
Date: March 27, 2023	By:	/s/ Sreekanth Ravi
Date: June 6, 2023	By:	/s/ Sreekanth Ravi
	Name:	Sreekanth Ravi
	Title:	Chief Executive Officer

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