Item 7.01 - Regulation FD Disclosure.
Consilium Acquisition Corp I, Ltd. (the "Company") plans to disseminate through
its website certain information to the market, its investors, potential targets
and others regarding certain matters in connection with the Company's business
operations and other information, including potentially material information.
Such information and future updates will be placed on the "Investor Relations"
section of Company's website at www.cimspac.com. It is possible that certain
information that the Company posts on its website could be deemed to be material
information, and the Company encourages investors, the media and others
interested in the Company to review the business and financial information that
the Company posts on its website, as such information could be deemed to be
material information.
The information contained in this Item 7.01 is being "furnished" by the Company
and shall not be deemed "filed" for the purposes of or otherwise subject to
liabilities under Section 18 of the Securities Exchange Act of 1934, as amended,
and shall not be deemed to be incorporated by reference into our filings under
the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934,
as amended, other than to the extent that such filing incorporated by reference
any or all of such information by express reference thereto.
Item 8.01 - Other Events.
On January 18, 2022, the Company consummated its initial public offering (the
"IPO") of 18,975,000 units (the "Units"), including the issuance of 2,475,000
Units as a result of the underwriter's exercise of its over-allotment option.
Each Unit consists of one Class A ordinary share of the Company, par value
$0.0001 per share (an "Ordinary Share"), one right to acquire one-tenth of an
Ordinary Share, and one-half of one redeemable warrant of the Company. Each
whole warrant entitles the holder thereof to purchase one Ordinary Share for
$11.50 per share, subject to adjustment. The Units were sold at a price of
$10.00 per Unit, generating gross proceeds to the Company of $189,759,000.
Substantially concurrently with the closing of the IPO, the Company completed
the private sale of 7,942,500 private placement warrants (the "Private Placement
Warrants") at a purchase price of $1.00 per Private Placement Warrant, to the
Company's sponsor, Consilium Acquisition Sponsor I, LLC (the "Sponsor"),
generating gross proceeds to the Company of $7,942,500. The Private Placement
Warrants are identical to the warrants sold as part of the Units in the IPO
except that, so long as they are held by the Sponsor or its permitted
transferees: (1) they will not be redeemable by the Company (except in certain
redemption scenarios when the price per Ordinary Share equals or exceeds $10.00
(as adjusted)); (2) they (including the Ordinary Shares issuable upon exercise
of these warrants) may not, subject to certain limited exceptions, be
transferred, assigned or sold by the Sponsor until 30 days after the completion
of the Company's initial business combination; (3) they may be exercised by the
holders on a cashless basis; and (4) they (including the Ordinary Shares
issuable upon exercise of these warrants) are entitled to registration rights.
A total of $191,647,500, comprised of a portion of proceeds from the IPO and the
sale of the Private Placement Warrants, was placed in a U.S.-based trust account
at JP Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust
Company, acting as trustee. Except with respect to interest earned on the funds
held in the trust account that may be released to the Company to pay its taxes,
if any, the funds held in the trust account will not be released from the trust
account until the earliest to occur of: (1) the Company's completion of an
initial business combination; (2) the redemption of any public shares properly
submitted in connection with a shareholder vote to amend the Company's amended
and restated memorandum and articles of association (A) to modify the substance
or timing of the Company's obligation to allow redemption in connection with its
initial business combination or to redeem 100% of the Company's public shares if
the Company does not complete its initial business combination within 18 months
(or 24 months if the sponsor exercises its extension options) from the closing
of the IPO or (B) with respect to any other provision relating to shareholders'
rights or pre-initial business combination activity; and (3) the redemption of
the Company's public shares if the Company has not completed its initial
business combination within 18 months (or 24 months if the sponsor exercises its
extension options) from the closing of the IPO, subject to applicable law.
2
In connection with the IPO, the Company entered into the following agreements,
the forms of which were previously filed as exhibits to the Company registration
statement (File No. 333-261570):
? Amended and Restated Memorandum and Articles of Association of the Company.
? An Underwriting Agreement, dated January 12, 2022, between the Company and
BTIG, LLC.
? A Warrant Agreement, dated January 12, 2022, between the Company and
Continental Stock Transfer & Trust Company, as warrant agent.
? A Rights Agreement, dated January 12, 2022, between the Company and Continental
Stock Transfer & Trust Company, as rights agent.
? A Letter Agreement, dated January 12, 2022, among the Company, the Sponsor and
the Company's officers and directors.
? An Investment Management Trust Agreement, dated January 12, 2022, between the
Company and Continental Stock Transfer & Trust Company, as trustee.
? A Registration Rights Agreement, dated January 12, 2022, among the Company, the
Sponsor and certain other security holders named therein.
? A Private Placement Warrants Purchase Agreement, dated January 12. 2022 between
the Company and the Sponsor.
? A Support Services Agreement, dated January 12, 2022, between the Company and
the Sponsor.
On January 12, 2022, the Company issued a press release, a copy of which is
attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing the
pricing of the IPO.
On January 18, 2022, the Company issued a press release, a copy of which is
attached as Exhibit 99.2 to this Current Report on Form 8-K, announcing the
closing of the IPO.
Item 9.01 - Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed with this Form 8-K:
Exhibit No. Description of Exhibits
1.1 Underwriting Agreement, dated January 12, 2022, between the Company
and BTIG, LLC.
3.1 Amended and Restated Memorandum and Articles of Association of the
Company.
4.1 Warrant Agreement, dated January 12, 2022, between the Company and
Continental Stock Transfer & Trust Company, as warrant agent.
4.2 Rights Agreement, dated January 12, 2022, between the Company and
Continental Stock Transfer & Trust Company, as rights agent.
10.1 Letter Agreement, dated January 12, 2022, among the Company, the
Sponsor and the Company's officers and directors.
10.2 Investment Management Trust Agreement, dated January 12, 2022, between
the Company and Continental Stock Transfer & Trust Company, as
trustee.
10.3 Registration Rights Agreement, dated January 12, 2022, among the
Company, the Sponsor and certain other security holders named therein.
10.4 Private Placement Warrants Purchase Agreement, dated January 12, 2022,
between the Company and the Sponsor.
10.5 Support Services Agreement, dated January 12, 2022, between the
Company and the Sponsor.
99.1 Press Release, dated January 12, 2022.
99.2 Press Release, dated January 18, 2022.
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CSLM ACQUISITION CORP. 
