Item 8.01 Other Events.
On December 5, 2022, Belong Acquisition Corp. (the "Company") issued a press
release announcing that the special meeting of its stockholders (the "Special
Meeting") originally scheduled for Wednesday, December 7, 2022, is being
postponed to Wednesday, December 14, 2022. At the Special Meeting, stockholders
will be asked to vote on the following proposals: (1) a proposal to approve an
amendment (the "Extension Amendment") to the Company's Amended and Restated
Certificate of Incorporation to extend the date by which the Company must
consummate a business combination for six months, from January 27, 2023 (the
"Original Termination Date") to July 27, 2023 (the "Extended Date") (the
"Extension Proposal"); (2) a proposal to approve an amendment to the Investment
Management Trust Agreement dated July 22, 2021, by and between the Company and
Continental Stock Transfer & Trust Company, as trustee ("Continental"), to
extend the date on which Continental must liquidate the trust account
established in connection with the Company's initial public offering if the
Company has not completed its initial business combination, from the Original
Termination Date to the Extended Date (the "Trust Amendment Proposal" and
together with the Extension Proposal, the "Proposals"); and (3) a proposal to
approve the adjournment of the Special Meeting to a later date, if necessary,
under certain circumstances, including, but not limited to, for the purpose of
soliciting additional proxies in favor of the Extension Proposal and Trust
Amendment Proposal, in the event the Company does not receive the requisite
stockholder vote to approve the Proposals.
As a result of this change, the Special Meeting will now be held at 2:00 p.m.,
Eastern Time, on Wednesday, December 14, 2022, via a virtual meeting link
at https://www.cstproxy.com/belongcapital/2022. Also, as a result of this
change, the Company has extended the deadline for holders of the Company's Class
A common stock issued in the Company's initial public offering to submit their
shares for redemption in connection with the Proposals to Monday, December 12,
2022.
The Company plans to continue to solicit proxies from stockholders during the
period prior to the Special Meeting. Only the holders of the Company's Class A
common stock and Class B common stock as of the close of business on November 7,
2022, the record date for the Special Meeting, are entitled to vote at the
Special Meeting.
A copy of the press release is attached as Exhibit 99.1 to this Current Report
on Form 8-K and incorporated herein by reference.
Forward-Looking Statements
This Current Report on Form 8-K (the "Report") includes forward-looking
statements that involve risks and uncertainties. Forward-looking statements are
statements that are not historical facts. Such forward-looking statements are
subject to risks and uncertainties, which could cause actual results to differ
from the forward-looking statements. These forward-looking statements and
factors that may cause such differences include, without limitation,
uncertainties relating to the Company's stockholder approval of the Extension
Proposal and Trust Amendment Proposal, its inability to complete an initial
business combination within the required time period or, and other risks and
uncertainties indicated from time to time in filings with the Securities and
Exchange Commission ("SEC"), including the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 2021 under the heading "Risk Factors" and
other documents the Company has filed, or will file, with the SEC. Readers are
cautioned not to place undue reliance upon any forward-looking statements, which
speak only as of the date made. The Company expressly disclaims any obligations
or undertaking to release publicly any updates or revisions to any
forward-looking statements contained herein to reflect any change in the
Company's expectations with respect thereto or any change in events, conditions
or circumstances on which any statement is based.
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Participants in the Solicitation
The Company and its directors, executive officers, other members of management
and employees, under SEC rules, may be deemed to be participants in the
solicitation of proxies from the securityholders of the Company in favor of the
approval of the Proposals. Investors and security holders may obtain more
detailed information regarding the names, affiliations and interests of the
Company's directors and officers in the definitive proxy statement dated
November 14, 2022 (the "Proxy Statement"), which may be obtained free of charge
from the sources indicated below.
No Offer or Solicitation
This Report shall not constitute a solicitation of a proxy, consent or
authorization with respect to any securities or in respect of the Proposals.
This communication 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 or an exemption therefrom.
Additional Information and Where to Find It
The Company urges investors, stockholders and other interested persons to read
the Proxy Statement as well as other documents filed by the Company with the
SEC, because these documents will contain important information about the
Company and the Proposals. Stockholders may obtain copies of the Proxy
Statement, without charge, at the SEC's website at www.sec.gov or by directing a
request to the Company's proxy solicitor, Morrow Sodali LLC, at 333 Ludlow
Street, 5th Floor, South Tower, Stamford, Connecticut 06902,
BLNG.info@investor.morrowsodali.com.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Press release
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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