Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As described below under Item 5.07 of this Current Report on Form 8-K, on
At the Extraordinary General Meeting, the Company's shareholders also approved,
among other items, the equity incentive plan of BTG to be effective upon the
consummation of the Business Combination (the "BTG Incentive Plan").
Descriptions of the material terms of the BTG Incentive Plan are included in
BSGA's definitive proxy statement/prospectus filed with the
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Extraordinary General Meeting was held on
There were 3,505,888 ordinary shares of BSGA issued and outstanding as of
The BSGA shareholders apprpoved the Business Combination Proposal, the Initial Mergers Proposal, the Nasdaq Proposal, the Governing Documents Proposal, the Governing Documents Proposals A to D, and the BTG Incentive Plan Proposal (each as defined in the Proxy Statement). Set forth below are the proposals voted upon at the Extraordinary General Meeting (each of which is described in the Proxy Statement) and the final voting results.
1. Proposal No. 1 - the Business Combination Proposal - the Merger Agreement,
copies of which are attached to the Proxy Statement as Annex A-1, Annex A-2, Annex A-3 and Annex A-4, and the transactions contemplated thereunder including the Mergers, be approved, ratified, confirmed and adopted (as applicable) in all respects. FOR AGAINST ABSTAIN BROKER NON-VOTE
2,971,987 2,243 0 0
2. Proposal No. 2 - the Initial Mergers Proposal - the First SPAC Merger and the
plan of merger for the First SPAC Merger (the "First Plan of Merger"), a copy of which is attached to the Proxy Statement as Annex A-5, and any and all transactions contemplated thereunder, be approved and authorised in all respects, and that upon the effective time of the First SPAC Merger, (i) the amended and restated memorandum and articles of association in the form attached to the First Plan of Merger, a copy of which is attached to the Proxy Statement as Annex A-6, be adopted as the new memorandum and articles of association of BSGA (as the Initial SPAC Surviving Sub) in replacement of the existing memorandum and articles of association of BSGA, and (ii) all authorised class A ordinary shares, class B ordinary shares and preferred shares, each with no par value, of the Initial SPAC Surviving Sub be re-designated as shares of a single class each with a par value ofUS$1.00 and the maximum number of shares the Initial SPAC Surviving Sub is authorised to issue be decreased from 111,000,000 shares to 50,000 shares, and as a consequence, the following wording shall be inserted as a new clause 6.2 of the memorandum of association of the Initial SPAC Surviving Sub in place of the existing clause 5.1: "6.2. The Company is authorised to issue a maximum of 50,000 Shares of a single class each with a par value ofUS$1.00 ." FOR AGAINST ABSTAIN BROKER NON-VOTE
2,971,986 2,243 1 0
3. Proposal No. 3 - the Nasdaq Proposal - the issuance of up to 112,869,011
ordinary shares in connection with the Business Combination be approved and adopted in all respects. FOR AGAINST ABSTAIN BROKER NON-VOTE
2,971,987 2,243 0 0
4. Proposal No. 4 - the Governing Documents Proposal - the replacement of BSGA's
second amended and restated memorandum and articles of association (the "Existing BSGA Articles") with BTG's amended and restated memorandum and articles of association (the "Amended BTG Articles") be approved in all respects. FOR AGAINST ABSTAIN BROKER NON-VOTE
2,971,987 2,243 0 0
5. Proposal No. 5 - the Governing Documents Proposals A to D - to approve four
separate proposals in connection with the replacement of the Existing BSGA Articles with the Amended BTG Articles, including:
A. the effective change in authorized share capital from (i) the maximum of
111,000,000 shares that BSGA is authorized to issue, with no par value, divided into three classes of shares as follows: (a) 100,000,000 class A ordinary shares with no par value ("BSGA Class A Ordinary Shares"); (b) 10,000,000 class B ordinary shares with no par value; and (c) 1,000,000 preferred shares with no par value, to (ii) the share capital of BTG ofUS$50,000 divided into 500,000,000,000 shares of a par value ofUS$0.0000001 comprising: 499,600,000,000 Class A ordinary shares of a par value ofUS$0.0000001 each ( "BTG Class A Ordinary Share"), 200,000,000 Class V ordinary shares of a par value ofUS$0.0000001 each ("BTG ClassV Ordinary Share"), and 200,000,000 undesignated shares of a par value ofUS$0.0000001 each, which change will be effected given holders of BSGA Class A Ordinary Shares will, effective as of the consummation of the Business Combination (and assuming such holders do not redeem their BSGA Class A Ordinary Shares) hold BTG Class A Ordinary Shares subject to the Amended BTG Articles, be approved in all respects; FOR AGAINST ABSTAIN BROKER NON-VOTE
2,971,882 2,343 5 0
B. the effective change in voting power in respect of the BSGA Class A Ordinary
Shares given that, following the consummation of the Business Combination, each BTG Class A Ordinary Share will be entitled to one (1) vote per share compared with each BTG Class V Ordinary Share being entitled to ten (10) votes per share, which change will be effected given holders of BSGA Class A Ordinary Shares will, effective as of the consummation of the Business Combination (and assuming such holders do not redeem their BSGA Class A Ordinary Shares) hold BTG Class A Ordinary Shares, be approved in all respects; FOR AGAINST ABSTAIN BROKER NON-VOTE
2,971,982 2,243 5 0
C. the effective change in the requirement of the number of directors from (i)
the minimum number of directors shall be one and there shall be no maximum number of directors to (ii) unless otherwise determined by BTG in general meeting, the number of directors shall be no less than three (3) and no more than twelve (12), be approved in all respects; FOR AGAINST ABSTAIN BROKER NON-VOTE
2,971,882 2,343 5 0
D. all other changes in connection with the effective replacement of the Existing
BSGA Articles with the Amended BTG Articles effective as of the consummation of the Business Combination, including changing the name from BSGA to BTG, and removing certain provisions relating to BSGA's status as a blank check company that will no longer be applicable to BTG following consummation of the Business Combination, which changes will be effected given holders of BSGA Class A Ordinary Shares will, effective as of the consummation of the Business Combination (and assuming such holders do not redeem their BSGA Class A Ordinary Shares), hold BTG Class A Ordinary Shares subject to the Amended BTG Articles, be approved in all respects. FOR AGAINST ABSTAIN BROKER NON-VOTE
2,971,982 2,243 5 0
6. Proposal No. 6 - the BTG Incentive Plan Proposal - the BTG Incentive Plan be
authorized and approved, to be effective immediately upon the consummation of the Business Combination. FOR AGAINST ABSTAIN BROKER NON-VOTE
2,971,875 2,350 5 0
7. Proposal No. 7 - The Adjournment Proposal - to approve the adjournment of the
Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, there are insufficient votes to approve the Business Combination Proposal, the Initial Mergers Proposal, the Nasdaq Proposal, the Governing Documents Proposal, the Governing Documents Proposals A to D and the BTG Incentive Plan Proposal. However, since we had sufficient votes for the approval of the foregoing proposals, adjournment of the Extraordinary General Meeting was unnecessary and the Adjournment Proposal was not submitted for a vote at the Extraordinary General Meeting. Item 8.01 Other Events
On
Based on the results of the Extraordinary General Meeting, and subject to the
satisfaction or waiver of certain other closing conditions as described in the
Proxy Statement, the anticipated closing date of the Business Combination is
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