Item 5.07 Submission of Matters to a Vote of Security Holders
On
The shareholders approved Proposal No. 1-The Domestication Proposal, Proposal No. 2-The Business Combination Proposal, Proposal No. 3-The Charter Proposal and Governance Proposals, Proposal No. 4-The Election of Directors Proposal, Proposal No. 5-The Equity Incentive Plan Proposal, Proposal No. 6-The Nasdaq Proposal and Proposal No. 7-The Employee Stock Purchase Plan Proposal (each as defined in the Proxy Statement).
The voting results for each proposal were as follows:
Proposal No. 1-The Domestication Proposal:
For Against Abstain 21,143,911 1,269,565 601
Proposal No. 2-The Business Combination Proposal:
For Against Abstain 21,144,761 1,269,315 1
Proposal No. 3(A)-Governance Proposal-Change in Authorized Shares:
For Against Abstain 19,858,769 2,553,846 1,462
Proposal No. 3(B)-Governance Proposal-Authorization of the Board to Issue New ESS Preferred Stock:
For Against Abstain 19,829,280 2,582,745 2,052
Proposal No.
For Against Abstain 19,852,172 2,561,627 278
Proposal No.
For Against Abstain 21,070,919 1,343,145 13
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Proposal No. 4-The Election of Directors Proposal:
For Against Abstain 21,141,434 1,272,641 2
Proposal No. 5-The Equity Incentive Plan Proposal:
For Against Abstain 21,034,894 1,377,552 1,631
Proposal No. 6-The Nasdaq Proposal:
For Against Abstain 21,144,740 1,269,336 1
Proposal No. 7-The Employee Stock Purchase Plan Proposal:
For Against Abstain 21,139,999 1,272,827 1,251
As there were sufficient votes to approve each of the above proposals, Proposal No. 8- The Adjournment Proposal, described in the Proxy Statement, was not presented to shareholders.
Based on the results of the General Meeting, ACON S2 expects all closing
conditions to the transactions described in the Proxy Statement (the
"Transactions") to be met on or before
Item 8.01. Other Events.
In connection with the Business Combination, holders of 20,779,960 Class A
ordinary shares exercised their right to redeem their shares for cash at a
redemption price of approximately
Forward-Looking Statements
This communication contains certain forward-looking statements, including
statements regarding ACON S2's, ESS' or their management teams' expectations,
hopes, beliefs, intentions or strategies regarding the future. The words
"anticipate", "believe", "continue", "could", "estimate", "expect", "intends",
"may", "might", "plan", "possible", "potential", "predict", "project", "should",
"would" and similar expressions may identify forward-looking statements, but the
absence of these words does not mean that a statement is not forward-looking.
These forward-looking statements are based on ACON S2's and ESS' current
expectations and beliefs concerning future developments and their potential
effects on ACON S2, ESS or any successor entity of the proposed transactions.
Many factors could cause actual future events to differ materially from the
forward-looking statements in this presentation, including but not limited to:
(i) the risk that the proposed transactions may not be completed in a timely
manner or at all, which may adversely affect the price of ACON S2's securities,
(ii) the failure to satisfy the conditions to the consummation of the proposed
transactions, (iii) the occurrence of any event, change or other circumstance
that could give rise to the termination of the business combination, (iv) the
effect of the announcement or pendency of the proposed transactions on ESS'
business relationships, operating results and business generally, (v) risks that
the proposed transactions disrupt current plans and operations of ESS,
(vi) changes in the competitive and highly regulated industries in which ESS
plans to operate, variations in operating performance across competitors,
changes in laws and regulations affecting ESS' business and changes in the
combined capital structure and (vii) the ability to implement business plans,
forecasts and other expectations after the completion of the proposed
transactions, and identify and realize additional opportunities. There can be no
assurance that the future developments affecting ACON S2, ESS or any successor
entity of the proposed transactions will be those that we have anticipated.
These forward-looking statements involve a number of risks, uncertainties (some
of which are beyond ACON S2's or ESS' control) or other assumptions that may
cause actual results or performance to be materially different from those
expressed or implied by these forward-looking statements. You should carefully
consider the foregoing factors and the other risks and uncertainties described
in the "Risk Factors" section of ACON S2's registration statement on Form S-1
(File No. 333-248515), the registration statement on Form S-4 (File
No. 333-257232) filed in connection with the business combination, and other
documents filed by ACON S2 from time to time with the
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