0001849580
false
0001849580
2023-08-23
2023-08-23
0001849580
WAVC:UnitsEachConsistingOfOneMember
2023-08-23
2023-08-23
0001849580
WAVC:ClassOrdinaryShare0.0001ParValueMember
2023-08-23
2023-08-23
0001849580
WAVC:WarrantsEachWholePublicWarrantExercisableForOneClassaOrdinaryShareAtExercisePriceOf11.50PerShareMember
2023-08-23
2023-08-23
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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):
August 23, 2023
Waverley
Capital Acquisition Corp. 1
(Exact name of registrant as specified in its charter)
___________________
Cayman Islands |
001-40748 |
98-1586578 |
(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(I.R.S. Employer
Identification No.) |
535 Ramona Street, Suite #8
Palo Alto, CA 94301
(Address of principal executive offices, including zip code)
(650) 308-9907
(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 communication 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-commencements 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 Class A ordinary share, $0.0001 par value, and one-third of one redeemable public warrant |
|
WAVCU |
|
New York Stock Exchange |
Class A ordinary share, $0.0001 par value |
|
WAVC |
|
New York Stock Exchange |
Warrants, each whole public warrant exercisable for one Class A ordinary share, at an exercise price of $11.50 per share |
|
WAVCW |
|
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 8.01 Other Events.
On August 23, 2023, Waverley Capital Acquisition Corp.
1 (the “Company”) issued a press release announcing it will redeem all of its outstanding Class A ordinary shares, par value
$0.0001, effective as of September 8, 2023, because the Company will not consummate an initial business combination within the time period
required by its amended and restated memorandum and articles of association. A copy of the press release is attached hereto as Exhibit
99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
EXHIBIT INDEX
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
|
WAVERLEY CAPITAL ACQUISITION CORP. 1 |
|
|
|
|
Date: August 23, 2023 |
By: |
/s/ Alan Henricks |
|
|
|
Name: |
Alan Henricks |
|
|
|
Title: |
Chief Financial Officer |
|
EXHIBIT 99.1
Waverley Capital Acquisition Corp. 1 Will Redeem
Its Public Shares and Will Not Consummate an Initial Business Combination
August 23, 2023
NEW YORK –– (BUSINESS WIRE) –– Waverley
Capital Acquisition Corp. 1 (NYSE. WAVC) (the “Company”), a publicly-traded special purpose acquisition company, today announced
that it will redeem all of its outstanding Class A ordinary shares, par value $0.0001 (the “public shares”), effective as
of September 8, 2023, because the Company will not consummate an initial business combination within the time period required by its amended
and restated memorandum and articles of association (the “Amended and Restated Memorandum and Articles of Association”).
As stated in the Company’s registration statement on Form S-1,
effective as of July 30, 2021, and in the Company’s Amended and Restated Memorandum and Articles of Association, if the
Company is unable to complete an initial business combination within 24 months of the closing of the Company’s initial public
offering, 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 (10) business days thereafter (and subject to lawfully available funds therefor), redeem the public shares, at
a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust fund, including interest earned on
the trust fund and not previously released to the Company to fund regulatory withdrawals and/or to pay income taxes, if any (less up
to $100,000 of interest to pay dissolution expenses), divided by the number of public shares then in issue, which redemption will
completely extinguish public members’ rights as members (including the right to receive further liquidation distributions, if
any) subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of
the Company’s remaining members and the directors, liquidate and dissolve, subject in the case of sub-articles (ii) and (iii),
to its obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of
applicable law.
The per-share redemption price for the public shares will be approximately
$10.37 (the “Redemption Amount”). The balance of the trust account as of June 30, 2023 was approximately $222,914,663, which
includes approximately $2,628,870 in interest income (excess of cash over $220,285,793, the funds deposited into the trust account). In
accordance with the terms of the related trust agreement, the Company expects to retain up to $100,000 of the interest and dividend income
from the trust account to pay dissolution expenses. Accordingly, there is expected to be a total of $222,814,663 available for redemption
of the 21,487,039 public shares outstanding, which results in a redemption price of approximately $10.37 per share.
The last day that the Company’s securities will trade on the
NYSE will be August 24, 2023. As of September 8, 2023, the public shares will be deemed cancelled and will represent only the right
to receive the Redemption Amount.
The Redemption Amount will be payable to the holders
of the public shares upon presentation of their respective stock or unit certificates or other delivery of their shares or units to the
Company’s transfer agent, Continental Stock Transfer & Trust Company. Beneficial owners of public shares held in “street
name,” however, will not need to take any action in order to receive the Redemption Amount.
There will be no redemption rights or liquidating distributions with respect
to the Company’s warrants, which will expire worthless.
The Company’s sponsor has waived its redemption rights with respect
to the outstanding founder shares and the shares underlying the private placement warrants. After September 8, 2023, the Company shall
cease all operations except for those required to wind up the Company’s business.
The Company expects that NYSE will file a Form 25 with the United
States Securities and Exchange Commission (the “Commission”) to delist its securities. The Company thereafter expects to
file a Form 15 with the Commission to terminate the registration of its securities under the Securities Exchange Act of 1934, as
amended.
Forward-Looking Statements
This press release may include, and oral statements made from time to time
by representatives of Waverley Capital Acquisition Corp. 1 may include, “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. Statements
regarding possible business combinations and the financing thereof, and related matters, as well as all other statements other than statements
of historical fact included in this press release are forward-looking statements. When used in this press release, words such as “anticipate,”
“believe,” “continue,” “could,” “estimate,” “expect,” “intend,”
“may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,”
“should,” “would” and similar expressions, as they relate to the Company or its management team, identify forward-looking
statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently
available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements
as a result of certain factors detailed in the Company’s filings with the Securities and Exchange Commission (“SEC”).
All subsequent written or oral forward-looking statements attributable to the Company or persons acting on its behalf are qualified in
their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control
of the Company, including those set forth in the Risk Factors section of the Company’s annual form on Form 10-K for the fiscal year
ended December 31, 2022, filed with the SEC on March 30, 2023. The Company undertakes no obligation to update these statements for revisions
or changes after the date of this release, except as required by law.
Contact:
Waverley Capital Acquisition Corp. 1
Alan Henricks, CFO
info@waverleycorp1.com
www.waverleycorp1.com/investor-relations
v3.23.2
Cover
|
Aug. 23, 2023 |
Document Type |
8-K
|
Amendment Flag |
false
|
Document Period End Date |
Aug. 23, 2023
|
Entity File Number |
001-40748
|
Entity Registrant Name |
Waverley
Capital Acquisition Corp. 1
|
Entity Central Index Key |
0001849580
|
Entity Tax Identification Number |
98-1586578
|
Entity Incorporation, State or Country Code |
E9
|
Entity Address, Address Line One |
535 Ramona Street
|
Entity Address, Address Line Two |
Suite #8
|
Entity Address, City or Town |
Palo Alto
|
Entity Address, State or Province |
CA
|
Entity Address, Postal Zip Code |
94301
|
City Area Code |
650
|
Local Phone Number |
308-9907
|
Written Communications |
false
|
Soliciting Material |
false
|
Pre-commencement Tender Offer |
false
|
Pre-commencement Issuer Tender Offer |
false
|
Entity Emerging Growth Company |
true
|
Elected Not To Use the Extended Transition Period |
false
|
Units |
|
Title of 12(b) Security |
Units,
each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable public warrant
|
Trading Symbol |
WAVCU
|
Security Exchange Name |
NYSE
|
Class A ordinary share, $0.0001 par value |
|
Title of 12(b) Security |
Class A ordinary share, $0.0001 par value
|
Trading Symbol |
WAVC
|
Security Exchange Name |
NYSE
|
Warrants |
|
Title of 12(b) Security |
Warrants, each whole public warrant exercisable for one Class A ordinary share, at an exercise price of $11.50 per share
|
Trading Symbol |
WAVCW
|
Security Exchange Name |
NYSE
|
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 2 such as Street or Suite number
+ References
+ Details
Name: |
dei_EntityAddressAddressLine2 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTitle of a 12(b) registered security.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
+ Details
Name: |
dei_Security12bTitle |
Namespace Prefix: |
dei_ |
Data Type: |
dei:securityTitleItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the Exchange on which a security is registered.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection d1-1
+ Details
Name: |
dei_SecurityExchangeName |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarExchangeCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Section 14a -Number 240 -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
+ References
+ Details
Name: |
dei_TradingSymbol |
Namespace Prefix: |
dei_ |
Data Type: |
dei:tradingSymbolItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=WAVC_UnitsEachConsistingOfOneMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=WAVC_ClassOrdinaryShare0.0001ParValueMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=WAVC_WarrantsEachWholePublicWarrantExercisableForOneClassaOrdinaryShareAtExercisePriceOf11.50PerShareMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
Waverley Capital Acquisi... (NYSE:WAVC)
Historical Stock Chart
From Sep 2024 to Oct 2024
Waverley Capital Acquisi... (NYSE:WAVC)
Historical Stock Chart
From Oct 2023 to Oct 2024