Item 1.01 Entry into a Material Definitive Agreement.
On December 20, 2022, upon the stockholders' approval of the Trust Amendment
Proposal (as defined below) at the special meeting in lieu of 2022 annual
meeting of stockholders (the "Special Meeting") of Class Acceleration Corp. (the
"Company"), the Company entered into an amendment (the "Trust Amendment") to the
Investment Management Trust Agreement, dated January 14, 2021 (the "Trust
Agreement"), by and between the Company and Continental Stock Transfer & Trust
Company, as trustee ("Continental"), to extend the date by which the Company
would be required to consummate a business combination from January 20, 2023 to
June 20, 2023, or such earlier date as determined by the Company's Board of
Directors in its sole discretion.
A copy of the Trust Amendment is attached as Exhibit 10.1 to this Current Report
on Form 8-K, which is incorporated herein by reference.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On December 20, 2022, following the stockholders' approval of the Charter
Amendments (as defined below) at the Special Meeting, the Board of Directors
resolved, in accordance with the Charter Amendments, that the Company wind up
its operations and commence liquidation as soon as practicable before December
31, 2022. The Company has (i) notified the New York Stock Exchange ("NYSE") of
the anticipated redemption (the "Redemption") of 100% of the shares of Class A
common stock, par value $0.0001 per share, of the Company (the "Class A Common
Stock"), included as part of the units sold in the IPO, whether such shares were
purchased in the IPO or in the secondary market following the IPO (including
shares sold pursuant to the underwriters' overallotment option, collectively,
the "Public Shares") in connection with the Company's implementation of the
Charter Amendments (as defined below) and the Trust Amendment and the Board's
election to commence liquidation and dissolution of the Company; and
(ii) requested that NYSE (A) suspend trading of the Company's shares of Class A
Common Stock, warrants to purchase shares of Class A Common Stock (the
"Warrants") and units, each consisting of one Public Share and one-half of one
Redeemable Warrant (the units, together with the Class A Common Stock and the
Redeemable Warrants, the "Securities") effective before the open on December 30,
2022, and (B) file with the Securities and Exchange Commission (the "SEC") a
Form 25 Notification of Removal from Listing and/or Registration ("Form 25") to
delist and deregister the Securities under Section 12(b) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). As a result, the
Securities' last day of trading will be on NYSE will be December 29, 2022.
The Company expects that NYSE will file Form 25 with the SEC on or about
December 30, 2022. Following that, the Company intends to file a Form 15
Certification and Notice of Termination of Registration with the SEC, requesting
that the Company's reporting obligations under Sections 13 and 15(d) of the
Exchange Act be terminated with respect to the Securities.
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in Items 1.01 and 5.03 of this Current Report on Form
8-K is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
On December 20, 2022, stockholders of the Company approved at the Special
Meeting (i) an amendment (the "Extension Amendment") to the second amended and
restated certificate of incorporation of the Company (the "Charter") to extend
the date by which the Company would be required to consummate a business
combination from January 20, 2023 to June 20, 2023 and (ii) an amendment to the
Charter to permit the Board, in its sole discretion, to elect to wind up the
Company's operations on an earlier date (the "Liquidation Amendment" and,
together with the "Extension Amendment, the "Charter Amendments"). The Company
filed the Charter Amendments with the Secretary of State of the State of
Delaware on December 20, 2022.
A copy of the Charter Amendments is filed herewith as Exhibit 3.1 and is
incorporated herein by reference.
1
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Company's Special Meeting, the following proposals were considered and
acted upon by the stockholders of the Company: (a) a proposal to approve the
Extension Amendment (the "Extension Amendment Proposal"); (b) a proposal to
amend the Charter to permit the Board, in its sole discretion, to elect to wind
up the Company's operations on an earlier date (the "Liquidation Amendment
Proposal"); (c) a proposal to approve the Trust Amendment to extend the date by
which the Company would be required to consummate a business combination from
January 20, 2023 to June 20, 2023, or such earlier date as determined by the
Board in its sole discretion (the "Trust Amendment Proposal"); (d) a proposal to
ratify the selection by the audit committee of the Board of Marcum LLP to serve
as the Company's independent registered public accounting firm for the year
ending December 31, 2022 (the "Auditor Ratification Proposal"); and (e) a
proposal to approve the adjournment of the Special Meeting to a later date or
dates, if necessary, to permit further solicitation and vote of proxies in the
event that there are insufficient votes for, or otherwise in connection with,
the approval of any of the foregoing proposals (the "Adjournment Proposal"). The
number of votes cast for or against, as well as the number of abstentions as to
each proposal, are set forth below.
1. Extension Amendment Proposal
Votes For Votes Against Abstentions
26,404,201 561,445 0
Accordingly, the Extension Amendment Proposal was approved.
2. Liquidation Amendment Proposal
Votes For Votes Against Abstentions
26,893,871 71,725 50
Accordingly, the Liquidation Amendment Proposal was approved.
3. Trust Amendment Proposal
Votes For Votes Against Abstentions
26,404,201 561,445 0
Accordingly, the Trust Amendment Proposal was approved.
4. Auditor Ratification Proposal
Votes For Votes Against Abstentions
26,557,740 530 0
Accordingly, the Auditor Ratification Proposal was approved.
As there were sufficient votes at the time of the Special Meeting to approve
each of the above proposals, the Adjournment Proposal, which had been previously
voted on by proxy, was not presented to stockholders at the Special Meeting.
2
Item 8.01 Other Events.
In connection with the Company's implementation of the Charter Amendments,
stockholders that have elected to redeem their Public Shares will receive a
per-share price, payable in cash, of approximately $10.08 per share. In
connection with the Board's decision to liquidate and dissolve the Company, the
remaining Public Shares will be redeemed at a per-share price, payable in cash,
equal to the aggregate amount remaining on deposit in the Trust Account,
including interest earned on the Trust Account deposits (which interest shall be
net of taxes payable and up to $100,000 of interest to pay dissolution
expenses), divided by the number of then outstanding Public Shares. The
Redemption will completely extinguish rights of the holders of Public Shares
(including the right to receive further liquidating distributions, if any).
There will be no redemption rights or liquidating distributions with respect to
the Redeemable Warrants, which will expire worthless upon the liquidation of the
Company.
As of the close of business on December 30, 2022, all Public Shares will be
deemed cancelled and will represent only the right to receive the Redemption
amount.
In connection with the foregoing matters described in this Current Report on
Form 8-K, on December 20, 2022, the Company issued a press release, a copy of
which is attached as Exhibit 99.1 to this Current Report on Form 8-K, which is
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
3.1 Certificate of Amendment of Second Amended and Restated Certificate of
Incorporation
10.1 Amendment to the Investment Management Trust Agreement, dated as of
December 20, 2022
99.1 Press Release dated December 20, 2022
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained
in Exhibit 101)
3© Edgar Online, source Glimpses
CLASS ACCELERATION CORP. 
