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): June 629, 2023 (June 628, 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 1.01 Entry into a Material Definitive Agreement.

OnThe ~~June~~information 6,disclosed ~~2023,~~under ~~Stratim~~Item ~~Cloud Acquisition Corp~~1.,02 a Delaware Corporation (the “Company”) entered into a Promissory Note (the “Promissory Note”) with its sponsor, Stratim Cloud Acquisition, LLC, a Delaware limited liability company (the “Sponsor”). Pursuant to the Promissory Note, the Sponsor has agreed to provide the Company with a loan up to a principal amount of ~~two hundred fifty thousand U.S. Dollars (U.S. $250,000)~~this ~~with~~Current anReport ~~interest~~on ~~rate~~Form of8-K ~~10%~~is ~~per~~incorporated ~~annum,~~by ~~computed~~reference atinto athis ~~daily~~Item ~~rate of 0~~1.~~0278%.~~01 All unpaid principal and interest under the Promissory Note shall be due and payable in full on the date by which the Company completes a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more businesses pursuant to ~~its Amended and Restated Certificate of Incorporation (as it may be amended from time to time) (~~the ~~“Maturity~~extent ~~Date”)~~required.

~~The~~Item ~~foregoing~~1.02 ~~description~~Termination of ~~the Promissory Note does not purport to be complete and is qualified in its entirety by the terms and conditions of the Promissory Note,~~ a ~~copy~~Material ofDefinitive ~~which is attached hereto as Exhibit 10~~Agreement.~~1 and incorporated herein by reference.~~

~~Item~~As 2previously disclosed, on March 21, 2023, Stratim Cloud Acquisition Corp.03 ~~Creation~~(the of“Company”) entered into a ~~Direct~~membership ~~Financial~~interests ~~Obligation~~purchase oragreement an(the ~~Obligation~~“Purchase Agreement”), ~~under~~by anand ~~Off-Balance~~among ~~Sheet~~the ~~Arrangement~~Company, ofForce Pressure Control, LLC, a ~~Registrant~~Texas limited liability company (“Force”) and each of the individuals listed on the signature page of the Purchase Agreement (the “Force Members”), relating to the contemplated business combination among the Company and Force (the “Contemplated Business Combination”).

~~The~~Termination ~~information disclosed under Item 1.01~~ of ~~this~~Purchase Current Report on Form 8-K is incorporated by reference into this Item 2.03 to the extent required herein. The Maturity Date may be accelerated upon the occurrence of an Event of Default (as defined therein). Any outstanding principal and interest under the Promissory Note may be prepaid at any time by the Company, at its election and without penalty.Agreement

~~Forward~~On ~~Looking~~June ~~Statements~~27, 2023, the Company received a letter from Force purporting to terminate the Purchase Agreement and each of the transaction agreements entered into in connection with the Purchase Agreement (the “Ancillary Agreements,” and together with the Purchase Agreement, the “Transaction Agreements”). On June 28, 2023, the parties to the Purchase Agreement entered into a Termination and Release Agreement (the “Termination Agreement”), pursuant to which, among other things, the parties agreed to mutually terminate the Purchase Agreement, effective immediately.

~~This~~Pursuant ~~Current~~to ~~Report on Form 8-K contains forward-looking statements within~~ the ~~meaning~~Termination ~~of Section 27A of the Securities Act of 1933~~Agreement, ~~as amended, and Section 21E of~~ the ~~Securities Exchange Act of 1934, as~~Company ~~amended,~~and ~~that~~Force ~~involve~~have ~~risks,~~also ~~uncertainties~~agreed, ~~and~~on ~~assumptions~~behalf ~~that are difficult to predict. All statements other than statements~~ of ~~historical fact~~themselves ~~contained in this Current Report on Form 8-K, including statements regarding future events, our future financial performance, business strategy,~~ and ~~plans~~their ~~and~~respective ~~objectives~~related ~~of management for future operations~~parties, ~~are forward-looking statements. The Company has attempted~~ to ~~identify forward-looking~~a ~~statements~~release by terminology including “anticipates,” “believes,” “can,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” or “should,” or the negative of ~~these~~claims ~~terms~~relating orto ~~other 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~~Contemplated ~~information~~Business ~~as to the outcome and timing of future events~~Transaction. 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 the Company’s and Force ~~Pressure~~has ~~Control,~~also ~~LLC~~agreed ~~(“Force”)’s~~to ~~industry~~pay ~~and market, and other general economic conditions. The forward-looking statements made herein are based on~~ the Company’s ~~current expectations, assumptions, and projections, which could be incorrect. The forward-looking statements made herein speak only as of~~ the ~~date~~sum of ~~this~~$250,000 ~~Current~~due ~~Report on Form 8-K and the Company undertakes~~ no ~~obligation~~later tothan ~~update~~five publicly such forward-looking statements to reflect subsequent events or circumstances, 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 difficult to predict and many of which are beyond the control of the Company. Additional information concerning these and other factors that may impact the operations and projections discussed herein can be found in the Company’s periodic filings with the Securities and Exchange Commission (~~the “SEC”~~5), ~~including~~Business ~~its~~Days ~~Annual~~from ~~Report on Form 10-K for~~ the ~~fiscal year ended December 31, 2022, and its subsequent Quarterly Report on Form 10-Q. The Company’s SEC filings are available~~date ~~publicly~~of on the ~~SEC’s~~Termination ~~website at http://www~~Agreement.~~sec.gov.~~

1Termination of Extension Loan

~~Additional~~Pursuant ~~Information~~to the Purchase Agreement, Force previously agreed that it would loan to the Company (the “Extension Loan”) the amount of funds determined by the Company as necessary to increase the outstanding amount of the Trust Account to effect the extension of the deadline by which the Company must complete a business combination in accordance with its governing documents from March 16, 2023, to September 16, 2023, provided that such amounts of funds will not exceed $300,000 per month and ~~Where~~$1,500,000 in the aggregate. As a result of the termination of the Purchase Agreement, the Company does not intend to ~~Find~~request Itadditional amounts of Extension Loan funds from Force.

~~The~~Termination ~~Company~~of ~~will~~Ancillary 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).Agreements

NoAs ~~Offer~~a result of the termination of the Purchase Agreement, the Purchase Agreement will be of no further force and effect and each of the Ancillary Agreements, including, but not limited to, the Sponsor Support Agreement (the “SSA”), dated as of March 21, 2023, by and among the Company, Stratim Cloud Acquisition, LLC, a Delaware limited liability company, each of the parties set forth on the signature pages thereto and Force, will automatically be terminated in accordance with their terms or ~~Solicitation~~be of no further force and effect. Pursuant to the Termination and Release Agreement, the Company and Force have also agreed, on behalf of themselves and their respective related parties, to a release of claims relating to the Transaction Agreements and the transactions contemplated therein.

~~This~~The ~~Current~~foregoing ~~Report~~descriptions onof ~~Form~~the ~~8-K shall not constitute a solicitation~~Termination ofAgreement, aPurchase ~~proxy,~~Agreement ~~consent~~and orSSA ~~authorization~~do ~~with~~not ~~respect~~purport to ~~any~~be ~~securities~~complete orand inare ~~respect~~qualified ofin ~~any~~their ~~business~~entirety ~~combination.~~by ~~This~~the ~~Current~~terms ~~Report~~and onconditions of ~~Form~~the ~~8-K~~full ~~shall~~text ~~also~~of ~~not~~the ~~constitute~~Termination anAgreement, ~~offer~~which tois ~~sell~~attached orhereto ~~the~~as ~~solicitation~~Exhibit of10.1, anthe ~~offer~~full totext ~~buy~~of ~~any~~the ~~securities~~Purchase Agreement, ~~nor~~which ~~shall~~was previously ~~there~~filed beas ~~any~~Exhibit ~~sale of~~2.1 ~~securities~~to inthe ~~any~~Company’s ~~states~~Current orReport ~~jurisdictions~~on inForm ~~which~~8-K ~~such~~filed ~~offer,~~with ~~solicitation~~the orU.S. ~~sale~~Securities ~~would~~and beExchange ~~unlawful~~Commission (the ~~prior~~“SEC”) toon ~~registration~~March or22, ~~qualification under~~2023 (the ~~securities~~“Signing ~~laws~~8-K”) ofand ~~any~~the ~~such~~full ~~jurisdiction.~~text ~~No offering~~ of ~~securities~~the ~~shall~~SSA, bewhich ~~made~~was ~~except~~previously filed byas ~~means~~Exhibit of10.2 ato ~~prospectus meeting~~ the ~~requirements~~ ofSigning ~~Section~~8-K, 10each of ~~the~~which ~~Securities~~is ~~Act~~incorporated ofby ~~1933,~~reference ~~as amended~~herein.

~~Participants in the Solicitation~~1

~~The~~Item 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 between the Company and Force and related matters7.01 ~~Information~~Regulation ~~regarding~~FD ~~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~~Disclosure. Additional information regarding the interests of those participants and other persons who may be deemed participants in the proposed transaction may be obtained by reading the Proxy Statement and other relevant documents filed with the SEC when they become available.

The information disclosed under Item 1.02 of this Current Report on Form 8-K is incorporated by reference into this Item 7.01 to the extent required.

As a result of the termination of the Purchase Agreement, the special meeting of the stockholders of the Company, which was to be held for the purpose of voting on the Contemplated Business Transaction and proposals related thereto, will not take place, and the Company intends to withdraw the Preliminary Proxy Statement on Schedule 14A originally filed with the SEC on June 14, 2023.

The information in this Item 7.01 is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any of the information in this Item 7.01, including Exhibit 99.1.

Item 8.01. Other Events.

As a result of the termination of the Purchase Agreement, the Company does not expect to be able to consummate an initial business combination by September 16, 2023, and pursuant to the Company’s Amended and Restated Certificate of Incorporation, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem our public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Company to pay its franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish our public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our Board, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

Forward Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that involve risks, uncertainties, and assumptions that are difficult to predict. All statements other than statements of historical fact contained in this 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 of these terms or other 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 the Company’s and Force’s industry and market, and other general economic conditions. The forward-looking statements made herein are based on the Company’s current expectations, assumptions, and projections, which could be incorrect. The forward-looking statements made herein speak only as of the date of this Current Report on Form 8-K and the Company undertakes no obligation to update publicly such forward-looking statements to reflect subsequent events or circumstances, 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 difficult to predict and many of which are beyond the control of the Company. Additional information concerning these and other factors that may impact the operations and projections discussed herein can be found in the Company’s periodic filings with the SEC, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2022, and its subsequent Quarterly Report on Form 10-Q. The Company’s SEC filings are available publicly on the SEC’s website at http://www.sec.gov.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		~~Promissory~~Termination ~~Note~~and Release Agreement, dated as of June 628, 2023, by and ~~between~~among ~~Stratim~~the ~~Cloud~~Company, ~~Acquisition~~Force ~~Corp.~~Pressure Control, LLC and ~~Stratim~~each ~~Cloud~~of ~~Acquisition,~~the ~~LLC~~individuals listed on the signature pages thereto.
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: June 6, 2023	By:	/s/ Sreekanth Ravi
	By:	/s/ Sreekanth Ravi
	Name:	Sreekanth Ravi
Date: June 29, 2023		Name:	Sreekanth Ravi
	~~Title:~~	~~Chief Executive Officer~~Title:	Chief Executive Officer

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