Item 1.01 Entry into a Material Definitive Agreement.

On February 17, 2023, Stratim Cloud Acquisition Corp. (the "Company") entered into a Convertible Promissory Note (the "Working Capital Loan") with its sponsor, Stratim Cloud Acquisition, LLC, a Delaware limited liability company (the "Sponsor"). Pursuant to the Working Capital Loan, the Sponsor has agreed that, if, at the Company's special meeting of stockholders to be held on or about March 10, 2023, the proposals to amend (such amendments, the "Amendments") the Company's Amended and Restated Certificate of Incorporation (the "Charter") to (1) extend the date by which the Company must consummate an initial business combination from March 16, 2023, to September 16, 2023, or such earlier date as determined by the Board of Directors of the Company (the "Extended Date"), and (2) eliminate from the Charter the limitation that the Company may not redeem public shares to the extent such redemption would cause the Company to have net tangible assets of less than $5,000,001 are approved, the Sponsor will contribute to the Company as a loan (each loan being referred to herein as a "Contribution") the lesser of (A) $0.04 for each share of Class A common stock, par value $0.0001 per share, of the Company ("Class A Common Stock") that is not redeemed in connection with the stockholder vote to approve the Amendments and (B) $300,000.00, for each month (or a pro rata portion thereof if less than a month) until the earlier of (i) the date of the special meeting held in connection with the stockholder vote to approve the Company's initial business combination and (ii) the Extended Date. The Sponsor will not make any Contributions unless the Amendments are approved and implemented. Up to $1.5 million of the loans may be settled in whole warrants to purchase shares of Class A Common Stock at a conversion price equal to $1.50 per warrant. The Contribution(s) will not bear any interest, and will be repayable by the Company to the Sponsor upon the earlier of the date by which the Company must complete an initial business combination and the consummation of the Company's initial business combination. The Company's board of directors will have the sole discretion whether to continue extending for up to six months, and if the Company's board of directors determines not to continue extending for additional months, the Sponsor's obligation to make additional Contributions will terminate. If this occurs, the Company would wind up the Company's affairs and redeem 100% of the outstanding public shares in accordance with the procedures set forth in the Company's certificate of incorporation. Monthly deposits into the Company's trust account following approval and implementation of the Amendments will be based on the number of public shares still outstanding following such implementation.

The foregoing description of the Working Capital Loan does not purport to be complete and is qualified in its entirety by the terms and conditions of the Working Capital Loan, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information disclosed under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03 to the extent required herein. The maturity date of the Working Capital Loan may be accelerated upon the occurrence of an Event of Default (as defined therein). Any outstanding principal under the Working Capital Loan may be prepaid at any time by the Company, at its election and without penalty, provided, however, that the Sponsor shall have a right to first convert such principal balance as described in Section 6 of the Working Capital Loan upon notice of such prepayment.

Item 3.02 Unregistered Sales of Equity Securities.

The information disclosed under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02 to the extent required herein. The warrants that may be issued pursuant to the Working Capital Loan will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), and will be issued in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act. Each warrant will entitle the holder thereof to purchase one share of Class A Common Stock at an exercise price of $11.50 per share, subject to certain adjustments. The warrants shall be identical to the warrants issued to the Sponsor pursuant to the Warrant Purchase Agreement, dated as of March 11, 2021, by and between the Company and the Sponsor, in connection with the Company's initial public offering that was consummated on March 16, 2021. Such warrants are exercisable on the later of (i) 30 days after the completion of the Company's initial business combination and (ii) 12 months from the closing of the Company's initial public offering, subject to certain conditions and exceptions. Such warrants are identical to the warrants included in the units sold in the Company's initial public offering, except that, so long as they are held by the Sponsor or its permitted transferees: (1) they will not be redeemable by the Company, subject to certain exceptions; (2) they (including the Class A Common Stock issuable upon exercise of such 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 Class A Common Stock issuable upon exercise of such warrants) are entitled to registration rights. Such warrants expire at 5:00 p.m., New York City time, five years after the completion of the Company's initial business combination, or earlier upon redemption or liquidation.





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Forward Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that involve risks, uncertainties, and assumptions that are difficult to predict. All statements other than statements of historical fact contained in this Current Report on Form 8-K, including statements regarding future events, our future financial performance, business strategy, and plans and objectives of management for future operations, are forward-looking statements. The Company has attempted to identify forward-looking statements by terminology including "anticipates," "believes," "can," "continue," "could," "estimates," "expects," "intends," "may," "plans," "potential," "predicts," or "should," or the negative of these terms or other comparable terminology. The forward-looking statements made herein are based on the Company's current expectations. Actual results could differ materially from those described or implied by such forward-looking statements as a result of various important factors, including, without limitation, its limited operating history, competitive factors in the Company's and Force Pressure Control, LLC's ("Force Pressure") industry and market, and other general economic conditions. The forward-looking statements made herein are based on the Company's current expectations, assumptions, and projections, which could be incorrect. The forward-looking statements made herein speak only as of the date of this Current Report on Form 8-K and the Company undertakes no obligation to update publicly such forward-looking statements to reflect subsequent events or circumstances, except as otherwise required by law.

Additional Information and Where to Find It

If a definitive agreement is entered into in connection with the proposed transaction between the Company and Force Pressure, the Company will prepare a proxy statement (the "Proxy Statement") to be filed with the U.S. Securities and Exchange Commission (the "SEC") and mailed to its stockholders. The Company urges its investors and other interested persons to read, when available, the Proxy Statement, as well as other documents filed with the SEC, because these documents will contain important information about the proposed transaction. The Proxy Statement, once available, can be obtained, without charge, at the SEC's website (http://www.sec.gov).





No Offer or Solicitation

This Current Report on Form 8-K shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of any business combination. This Current Report on Form 8-K shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of section 10 of the Securities Act of 1933, as amended.

Participants in the Solicitation

The Company and certain of its respective directors and executive officers may be deemed to be participants in the solicitation of proxies, in favor of the approval of the proposed transaction between the Company and Force Pressure and related matters. Information regarding the Company's directors and executive officers is contained in the section of the Company's Form S-1 titled "Management", which went effective with the SEC on March 11, 2021. Additional information regarding the interests of those participants and other persons who may be deemed participants in the proposed transaction may be obtained by reading the Proxy Statement and other relevant documents filed with the SEC when they become available.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits.



Exhibit No.                                 Description

10.1+           Convertible Promissory Note, dated as of February 17, 2023, by and
              between Stratim Cloud Acquisition Corp. and Stratim Cloud Acquisition,
              LLC
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

+ Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of

Regulation S-K. The Registrant agrees to furnish supplementally a copy of any

omitted schedule or exhibit to the SEC upon request.






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