CRYPTO 1 ACQUISITION CORP : Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K)

Item 7.01. Regulation FD Disclosure.

On December 9, 2022, Crypto 1 Acquisition Corp (the “Company”) issued a press
release announcing that due to the Company’s inability to consummate an initial
business combination or fund an extension within the time period required by its
Amended and Restated Memorandum and Articles of Association (the “Amended
Charter”), the Company intends to dissolve and liquidate in accordance with the
provisions of its Amended Charter and will redeem all of the outstanding Class A
ordinary shares that were included in the units issued in its initial public
offering (the “Public Shares”), at a per-share redemption price of approximately
$10.14 (without giving effect to any interest that may be withdrawn to pay for
taxes and dissolution expenses).

As of the close of business on December 9, 2022, the Public Shares will be
deemed cancelled and will represent only the right to receive the redemption
amount.

In order to provide for the disbursement of funds from the trust account, the
Company has instructed the trustee of the trust account to take all necessary
actions to liquidate the securities held in the trust account. The proceeds of
the trust account will be held in a non-interest bearing account while awaiting
disbursement to the holders of the Public Shares. Record holders will receive
their pro rata portion of the proceeds of the trust account by delivering their
Public Shares to Continental Stock Transfer & Trust Company, the Company’s
transfer agent. Beneficial owners of Public Shares held in “street name,”
however, will not need to take any action in order to receive the redemption
amount. The redemption of the Public Shares is expected to be completed within
ten business days after December 19, 2022.

The Company’s sponsor has agreed to waive its redemption rights with respect to
its outstanding Class B ordinary shares issued prior to the Company’s initial
public offering.

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 No.   Description

  99.1          Press Release, dated December 9, 2022

104           Cover Page Interactive Data File (embedded within the Inline XBRL document).

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