SCAQU Stratim Cloud Acquisition Corporation

 

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 29, 2023 (June 28, 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.

 

The information disclosed under Item 1.02 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01 to the extent required.

 

Item 1.02 Termination of a Material Definitive Agreement.

 

As previously disclosed, on March 21, 2023, Stratim Cloud Acquisition Corp. (the “Company”) entered into a membership interests purchase agreement (the “Purchase Agreement”), by and among the Company, Force Pressure Control, LLC, a 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”).

 

Termination of Purchase Agreement

 

On June 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.

 

Pursuant to the Termination 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 Contemplated Business Transaction. Force has also agreed to pay the Company the sum of $250,000 due no later than five (5) Business Days from the date of the Termination Agreement.

 

Termination of Extension Loan

 

Pursuant 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 $1,500,000 in the aggregate. As a result of the termination of the Purchase Agreement, the Company does not intend to request additional amounts of Extension Loan funds from Force.

 

Termination of Ancillary Agreements

 

As 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 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.

 

The foregoing descriptions of the Termination Agreement, Purchase Agreement and SSA do not purport to be complete and are qualified in their entirety by the terms and conditions of the full text of the Termination Agreement, which is attached hereto as Exhibit 10.1, the full text of the Purchase Agreement, which was previously filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 22, 2023 (the “Signing 8-K”) and the full text of the SSA, which was previously filed as Exhibit 10.2 to the Signing 8-K, each of which is incorporated by reference herein.

 

 

Item 7.01 Regulation FD Disclosure.

 

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		Termination and Release Agreement, dated as of June 28, 2023, by and among the Company, Force Pressure Control, LLC and each of the 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.
	By:	/s/ Sreekanth Ravi
Date: June 29, 2023		Name:	Sreekanth Ravi
		Title:	Chief Executive Officer

 

 

 

4

Exhibit 10.1

 

TERMINATION AND RELEASE

 

This Termination and Release (this “Termination and Release”) is executed to be effective as of the 28th day of June, 2023 by Stratim Cloud Acquisition Corp., a Delaware corporation (“Acquiror”), Force Pressure Control, LLC, a Texas limited liability company (the “Company”) and each of the individuals listed on the signature pages hereto (each a “Member” and collectively, the “Members”), who are parties to that certain Membership Interests Purchase Agreement, dated as of March 21, 2023 (the “Agreement”) and who have agreed to terminate the Agreement as set forth below. Capitalized terms used herein and not defined herein shall have the meanings assigned to them in the Agreement.

 

1.

Termination. Pursuant to the provisions of Section 10.1(a) of the Agreement, the Company (acting on behalf of itself and the Members) and Acquiror mutually agree to terminate the Agreement and each of the Ancillary Agreements (collectively, the “Transaction Agreements”) and that the transactions contemplated thereby are hereby abandoned. Without limitation of the foregoing, the parties shall have no further obligations or liability to any other party under any of the Transaction Agreements other than provisions of the Agreement that expressly survive the termination of the Agreement, Section 10.2, Article XI and the Confidentiality Agreement, which shall survive the termination of the Agreement.

 

2.

Release.

 

a.

Each of the undersigned parties agrees and acknowledges that, to the best of its knowledge, no other party has committed any breach of the Agreement prior to the execution of this Termination and Release. Each of the undersigned parties, on behalf of itself and its affiliates and their respective former and current or future directors, officers, employees, partners, shareholders, affiliates (including, without limitation, controlling persons) attorneys, and agents, and any heirs, executors, administrators, successors or assigns of any said person or entity (the “Related Parties”) does hereby release each other party to the Agreement, along with its Related Parties, from and against any and all claims, liabilities, demands, or causes of action in law or in equity of any kind which such releasing party may have against any other party to the Agreement in connection with the Transaction Agreements and the transactions contemplated therein.

 

b.

It is understood and agreed that, except as otherwise provided therein, the preceding paragraph is a full and final release covering all known as well as unknown or unanticipated debts, claims or damages of the parties and their Related Parties relating to or arising out of the Transaction Agreements. Therefore, each of the parties expressly waives any rights it may have under any statute or common law principle under which a general release does not extend to claims that such party does not know or suspect to exist in its favor at the time of executing the release, which if known by such party must have affected such party’s settlement with the other. In connection with such waiver and relinquishment, the parties acknowledge that they or their attorneys or agents may hereafter discover claims or facts in addition to or different from those which they now know or believe to exist with respect to the released claims, but that it is their intention hereby fully, finally and forever to settle and release all of the released claims. In furtherance of this intention, the releases herein given shall be and remain in effect as full and complete mutual releases with regard to the released claims notwithstanding the discovery or existence of any such additional or different claim or fact.

 

 

c.

Each party, on behalf of itself and its Related Parties, hereby covenants to each other party and their respective Related Parties not to, with respect to any released claim, directly or indirectly encourage or solicit or voluntarily assist or participate in any way in the filing, reporting or prosecution by such party or its Related Parties or any third party of a suit, arbitration, mediation, or claim (including a third party or derivative claim) against any other party and/or its Related Parties relating to any released claim, and the Company, on the one hand, and Acquiror, on the other hand, each hereby agree to indemnify the other party from any claim brought in respect of a released claim by such person’s respective Related Parties.

 

d.

Each of the parties hereby expressly waives to the fullest extent permitted by law the provisions, rights, and benefits of California Civil Code § 1542 (or any similar law), which provides:

 

A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.

 

e.

Nothing in this Section 2 shall: (i) apply to any action by any party to enforce the rights and obligations imposed pursuant to this Termination and Release; or (ii) constitute a release by any party for any claim arising under this Termination and Release.

 

3.

Expense Reimbursement. In full satisfaction of any of its obligations under the Transaction Agreements, the Company agrees to pay in immediately available funds to the account of Acquiror $250,000 no later than five (5) Business Days following the date hereof. Other than the payments referenced in this Section 3, the parties acknowledge and agree that no additional consideration of any kind is due from either party with respect to the Transaction Agreements.

 

 

4.

Public Disclosures; Non-Disparagement.

 

a.

Any general notices, releases, statements or communications by either party to the general public or the press relating to the Transaction Agreements or this Termination and Release, the participation or involvement of the parties in the transactions contemplated by the Transaction Agreements or this Termination and Release, and the reasons for or any of the events or circumstances surrounding the termination of the transactions contemplated by the Transaction Agreements shall be made only at such times and in such manner as may be mutually agreed in writing by the parties, except as otherwise required by law (and in such case only after a reasonable attempt has been made to consult with the other party to this Termination and Release).

 

b.

Except as required by applicable law or the rules or regulations of any governmental authority or by the order of any court of competent jurisdiction, each party agrees that such party shall not, directly or indirectly (through such party’s Related Parties (as defined below) or otherwise), make, publish or cause to be made or published any statement or remark concerning the subject matter of the Transaction Agreements, the participation or involvement of the parties in the transactions contemplated by the Transaction Agreements or the reasons for or any of the events or circumstances surrounding the termination of the transactions contemplated by the Transaction Agreements that could reasonably be understood as disparaging the business or conduct of the other party or its respective Related Parties or as intended to harm the business or reputation of the other party or its respective Related Parties.

 

5.

Choice of Law. This Termination and Release, and all claims or causes of action based upon, arising out of, or related to this Termination and Release, or the transactions contemplated hereby, shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without giving effect to principles or rules of conflict of Laws to the extent such principles or rules would require or permit the application of Laws of another jurisdiction.

 

6.

Counterparts. This Termination and Release may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures to this Termination and Release may be delivered by email (including by .pdf, .tif, .gif, .jpeg or similar formatted attachment thereto) by any party and such signature will be deemed binding for all purposes hereof without delivery of an original signature being thereafter required. This Termination and Release shall become effective when each party hereto shall have received one or more counterparts hereof signed by each of the other parties hereto and unless and until such receipt, this Termination and Release shall have no effect and no party hereto shall have any right or obligation hereunder (whether by virtue of any other oral or written agreement or other communication).

 

[SIGNATURE PAGE FOLLOWS]

 

 

IN WITNESS WHEREOF the parties have hereunto caused this Termination and Release to be duly executed as of the date first above written.

 

	STRATIM CLOUD ACQUISITION CORP.
	By:	/s/ Sreekanth Ravi
		Name:	Sreekanth Ravi
		Title:	Chief Executive Officer
	FORCE PRESSURE CONTROL, LLC
	By:	/s/ Jacob Startz
		Name:	Jacob Startz
		Title:	Chief Executive Officer
	MEMBERS
	By:	/s/ Harvey Mueller
		Name:	Harvey Mueller
	By:	/s/ Jacob Startz
		Name:	Jacob Startz
	By:	/s/ Wesley Ryan Mangan
		Name:	Wesley Ryan Mangan
	By:	/s/ Harrison Elliott Daniel
		Name:	Harrison Elliott Daniel
	By:	/s/ Darin Nesloney
		Name:	Darin Nesloney
	By:	/s/ Dustin Nesloney
		Name:	Dustin Nesloney

 

 

v3.23.2

Cover	Jun. 28, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 28, 2023
Entity File Number	001-40191
Entity Registrant Name	Stratim Cloud Acquisition Corp.
Entity Central Index Key	0001821812
Entity Tax Identification Number	85-2547650
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	100 West Liberty Street
Entity Address, Address Line Two	Suite 100
Entity Address, City or Town	Reno
Entity Address, State or Province	NV
Entity Address, Postal Zip Code	89501
City Area Code	775
Local Phone Number	318-3629
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, each consisting of one share of Class A common stock and one-third of one redeemable warrant
Title of 12(b) Security	Units, each consisting of one share of Class A common stock and one-third of one redeemable warrant
Trading Symbol	SCAQU
Security Exchange Name	NASDAQ
Class A common stock, par value $0.0001 per share
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	SCAQ
Security Exchange Name	NASDAQ
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50
Title of 12(b) Security	Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50
Trading Symbol	SCAQW
Security Exchange Name	NASDAQ

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