8-K

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

June 5, 2023

Date of Report (Date of earliest event reported)

TRAJECTORY ALPHA ACQUISITION CORP.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-41143	86-1837862
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

99 Wall Street, Suite 5801 New York, New York	10005
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (646) 450-2536

N/A

(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

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

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-half of one redeemable Public Warrant	TCOA.U	New York Stock Exchange
Class A Common Stock, $0.0001 par value per share	TCOA	New York Stock Exchange
Public Warrants, each exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share	TCOA WS	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 8.01 Other Events

On June 5, 2023, Trajectory Alpha Acquisition Corp. (the “Company”) filed a supplement (the “Proxy Supplement”) to its proxy statement dated May 25, 2023 in connection with the special meeting of the stockholders of the Company (the “Special Meeting”) scheduled to be held on June 8, 2023. The Proxy Supplement announces a change in the terms of the funds to be deposited into the Company’s trust account in connection with each one-month extension.

Stockholders who have previously submitted shares for redemption or who have voted by proxy do not need to do anything prior to the Special Meeting unless they change their decision as to redemption or voting.

A copy of the Proxy Supplement is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

No.	Name
99.1	Proxy Supplement, dated June 5, 2023.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: June 5, 2023

TRAJECTORY ALPHA ACQUISITION CORP.
By:	/s/ Paul Davis
Name:	Paul Davis
Title:	Chief Executive Officer

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EX-99.1

Exhibit 99.1

Trajectory Alpha Acquisition Corp.

99 Wall Street, Suite 5801

New York, New York

SUPPLEMENT TO

PROXY STATEMENT DATED MAY 25, 2023

FOR THE SPECIAL MEETING

OF THE STOCKHOLDERS OF

TRAJECTORY ALPHA ACQUISITION CORP.

Dear Stockholders of Trajectory Alpha Acquisition Corp.:

You have previously received definitive proxy materials dated May 25, 2023 (the “Proxy Statement”) in connection with the special meeting of the stockholders of Trajectory Alpha Acquisition Corp., a Delaware corporation (the “Company”, “we”, “us” or “our”), to be held virtually on June 8, 2023 at 10:00 a.m., Eastern time, via live webcast at https://www.cstproxy.com/trajectoryalpha/2023 (the “Special Meeting”), or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned. The purpose of this document (the “Proxy Supplement”) is to supplement the Proxy Statement with certain new and/or revised information as follows:

Change in Terms for Extension. Trajectory Alpha Sponsor LLC (the “Sponsor”) has decided to cause to be deposited into the trust account in connection with each one-month extension the lesser of (i) $125,000 and (ii) an aggregate amount equal to $0.03 multiplied by the number of public shares of the Company that are not redeemed in connection with the stockholder vote to approve the extension proposal.

The deadline for submission of public shares remains unchanged at 5:00 p.m. Eastern time on June 6, 2023.

Except as set forth herein, all other information in the Proxy Statement remains unchanged. If you have previously-submitted a proxy or tendered your shares for redemption in accordance with the procedures set forth in the Proxy Statement and you do not wish to make any changes, you do not need to do anything further.

This Proxy Supplement is dated June 5, 2023

XML

Document and Entity Information	Jun. 05, 2023
Document And Entity Information [Line Items]
Entity Address, State or Province	NY
Amendment Flag	false
Entity Central Index Key	0001846750
Document Type	8-K
Document Period End Date	Jun. 05, 2023
Entity Registrant Name	TRAJECTORY ALPHA ACQUISITION CORP.
Entity Incorporation State Country Code	DE
Entity File Number	001-41143
Entity Tax Identification Number	86-1837862
Entity Address, Address Line One	99 Wall Street
Entity Address, Address Line Two	Suite 5801
Entity Address, City or Town	New York
Entity Address, Postal Zip Code	10005
City Area Code	(646)
Local Phone Number	450-2536
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Units Each Consisting Of One Share Of Class A Common Stock And One Half Of One Redeemable Public Warrant [Member]
Document And Entity Information [Line Items]
Security 12b Title	Units, each consisting of one share of Class A Common Stock and one-half of one redeemable Public Warrant
Trading Symbol	TCOA.U
Security Exchange Name	NYSE
Common Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Class A Common Stock, $0.0001 par value per share
Trading Symbol	TCOA
Security Exchange Name	NYSE
Public Warrants Each Exercisable For One Share Of Class A Common Stock At An Exercise Price Of 11.50 Per Share [Member]
Document And Entity Information [Line Items]
Security 12b Title	Public Warrants, each exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share
Trading Symbol	TCOA WS
Security Exchange Name	NYSE