UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 8-K


CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 26, 2023

SCULPTOR ACQUISITION CORP I

(Exact name of registrant as specified in its charter)


Cayman Islands
001-41142
98-1590223
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification Number)

9 West 57th Street, 39th Floor
New York, NY
10019
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code: (212) 790-0000

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 to 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 Class A ordinary share, $0.0001 par value, and one-half redeemable warrant
SCUA.U
New York Stock Exchange
Class A ordinary shares included as part of the units
SCUA
 New York Stock Exchange
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50
 SCUA WS
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 or Rule 12b-2 of the Securities Exchange Act of 1934.

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 May 26, 2023, Sculptor Acquisition Corp I (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 June 9, 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. As of the close of business on June 8, 2023, the Company will stop trading its shares, and each share held at that time will represent the right to receive the redemption amount of approximately $10.52.

All holders of Class B ordinary shares, par value $0.0001 per share, issued prior to the Company’s initial public offering have agreed to waive their rights with respect to such shares. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless.

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
Description

Press Release, dated May 26, 2023
104
Cover Page Interactive Data File (formatted as 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: May 26, 2023

 
SCULPTOR ACQUISITION CORP I

 
By:
/s/ Steven Orbuch
Name:
Steven Orbuch
Title:
Chief Executive Officer