Current Report Filing (8-k)
27 5월 2023 - 6:23AM
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2023-05-26
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2023-05-26
2023-05-26
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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): May 26, 2023
LOGISTICS INNOVATION TECHNOLOGIES CORP.
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-40476 |
|
86-2157398 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
3495 Piedmont Road NE
One Piedmont Center
Bld.11, Ste. 710
Atlanta,
GA 30305
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: (731) 723-3141
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 Act:
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 |
|
LITTU |
|
The Nasdaq Stock Market LLC |
Class A common stock, par value $0.0001 per share |
|
LITT |
|
The
Nasdaq Stock Market LLC |
Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share |
|
LITTW |
|
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 7.01.
Regulation FD Disclosure.
On
May 26, 2023, Logistics Innovation Technologies Corp. (the “Company”) issued a press release announcing that its board of
directors has determined to redeem all of its outstanding shares of Class A common stock, effective as of the close of business
on June 15, 2023, because the Company will not be able to consummate an initial business combination within the time period required
by its amended and restated certificate of incorporation.
A
copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
The
information in this Item 7.01 and Exhibit 99.1 attached hereto 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 the liabilities of that
section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange
Act, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The
following document is attached as an exhibit to this Current Report on Form 8-K.
Cautionary
Note Regarding Forward-Looking Statements
Certain
information contained in this Current Report on Form 8-K may be deemed to constitute forward-looking statements within the
meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements other than statements
of historical fact are forward-looking statements, including, without limitation, the redemption of the Company’s public shares.
Words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and
similar expressions 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 SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on our 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 latest Annual Report on Form 10-K and
subsequent Quarterly Reports on Form 10-Q filed with the SEC. The Company undertakes no obligation to update these statements
for revisions or changes after the date of this release, except as required by law.
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.
LOGISTICS INNOVATION TECHNOLOGIES CORP. |
|
|
|
By: |
/s/ Alan Gershenhorn |
|
Name: |
Alan Gershenhorn |
|
Title: |
Chief Executive Officer |
|
|
(Principal Executive Officer) |
|
Date:
May 26, 2023
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