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): December 1, 2021

Sustainable Development Acquisition I Corp.
(Exact name of registrant as specified in its charter)

Delaware
  
001-40002
  
85-4353398
(State or other jurisdiction of incorporation or organization)
  
(Commission File Number)
  
(I.R.S. Employer Identification Number)

113 S. La Brea Avenue., 3rd Floor
Los Angeles, CA
  
90036
(Address of principal executive offices)
  
(Zip Code)

Registrant’s telephone number, including area code: (323) 329-8221

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, $0.0001 par value, and one-half of one redeemable warrant
  
SDACU
  
The Nasdaq Capital Market
Shares of Class A common stock included as part of the units
  
SDAC
   The Nasdaq Capital Market
Redeemable warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50
  
SDACW
   The Nasdaq Capital Market

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 3.01.
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously reported in a Form 12b-25 Notification of Late Filing filed by Sustainable Development Acquisition I Corp. (the “Company”) on November 15, 2021, the Company was delayed in filing with the Securities and Exchange Commission (the “SEC”) its Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 (the “Form 10-Q”) without unreasonable effort or expense.

On December 1, 2021, in accordance with standard procedures related to the delayed filing of the Form 10-Q with the SEC, the Company received a notice from The Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company was not in compliance with the periodic filing requirements for continued listing set forth in Nasdaq Listing Rule 5250(c)(1). Nasdaq’s listing rules provide the Company with 60 calendar days from the date of the notice to submit a plan to regain compliance. The Nasdaq notice has no immediate effect on the listing or trading of the Company's securities on Nasdaq.

The Company fully regained compliance with the Nasdaq continued listing requirements as a result of filing the Form 10-Q on November 30, 2021, which eliminated the need for the Company to submit a formal plan to regain compliance.

A press release, dated December 3, 2021, disclosing the Company's receipt of the Nasdaq notification letter is attached as Exhibit 99.1 and is furnished herewith.

Item 9.01.
Financial Statements and Exhibits.

(d)
Exhibits
 
Press Release, dated December 3, 2021.
 
104
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
 
SIGNATURES

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: December 3, 2021
   
 
SUSTAINABLE DEVELOPMENT ACQUISITION I CORP.
   
 
By:
/s/ Eric Techel
 
Name:
Eric Techel
 
Title:
Chief Financial Officer