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): September 3, 2021

Waverley Capital Acquisition Corp. 1

(Exact name of registrant as specified in its charter)

535 Ramona Street, Suite #8

Palo Alto, CA 94301

(Address of principal executive offices, including zip code)

(650) 308-9907

(Registrant’s telephone number, including area code)

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:

Securities registered pursuant to Section 12(b) of the Act:

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.  ☐

As previously reported, on August 24, 2021, Waverley Capital Acquisition Corp. 1 (the “Company”) consummated its initial public offering (the “IPO”) of 20,000,000 units (the “Units”). Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Share”), and one-third of one redeemable warrant of the Company (each whole warrant, a “Public Warrant”), with each whole Public Warrant entitling the holder thereof to purchase one Class A 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 $200,000,000. The Company granted the underwriters a 45-day over-allotment option to purchase up to an additional 3,000,000 Units (“Over-Allotment Units”).

As previously reported, simultaneously with the closing of the IPO, the Company completed the private sale (the “Private Placement”) of an aggregate of 4,666,667 private placement warrants (the “Private Placement Warrants”) to WCAC1 Sponsor LLC at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds to the Company of $7,000,000.

On September 3, 2021, the Company consummated the sale of 1,487,039 Over-Allotment Units pursuant to the underwriters’ exercise of their over-allotment option. Such Over-Allotment Units were sold at $10.00 per Unit, generating gross proceeds of $14,870,390. Substantially concurrently with the closing of the sale of the Over-Allotment Units, the Company consummated the private sale of an additional 198,272 Private Placement Warrants at a purchase price of $1.50 per Private Placement Warrant to the Sponsor, generating gross proceeds of $297,408. Following the closing of the over-allotment option and sale of additional Private Placement Warrants (together, the “Over-Allotment Closing”), a total of $214,870,390, including $7,520,462 of the underwriters’ deferred discount, was held in a U.S.-based trust account with Continental Stock Transfer & Trust Company acting as trustee.

An audited balance sheet as of August 24, 2021, reflecting receipt of the proceeds upon the consummation of the IPO and the Private Placement has been issued by the Company and previously filed as Exhibit 99.1 to a Current Report on Form 8-K on August 30, 2021. The Company’s unaudited pro forma balance sheet as of August 24, 2021, adjusted for the Over-Allotment Closing on September 3, 2021, is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The following exhibits are filed with this Form 8-K:

EXHIBIT INDEX

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.