Item 1.01. Entry into a Material Definitive Agreement.
The information included in Item 5.07 of this Current Report on Form 8-K is incorporated by reference in this Item 1.01 to the extent required herein.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information included in Item 5.07 of this Current Report on Form 8-K is incorporated by reference in this Item 5.03 to the extent required herein.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On
At the Special Meeting, the Company's stockholders approved the following items:
(i) a proposal to amend the Company's amended and restated certificate of
incorporation, in the form set forth as Annex A to the Proxy Statement (as
defined below) for the Special Meeting (the "Charter Amendment"), to extend the
date by which the Company must consummate an initial business combination (the
"Extension") from
The affirmative vote of at least sixty-five percent (65%) of the outstanding shares of Common Stock entitled to vote thereon at the Special Meeting was required to approve each of the Charter Amendment Proposal and the Trust Amendment Proposal, a plurality of the shares of Common Stock entitled to vote thereon and voted in person (by virtual attendance) or by proxy at the Special Meeting was required for the re-election of the directors in the Director Election Proposal, and the affirmative vote of at least a majority of the shares of Common Stock entitled to vote thereon and voted in person (by virtual attendance) or by proxy at the Special Meeting was required to approve the Auditor Ratification Proposal. The Charter Amendment Proposal and the Trust Amendment Proposal were cross-conditioned on the approval of each other.
Set forth below are the final voting results for each of the proposals presented at the Special Meeting:
Charter Amendment Proposal
The Charter Amendment Proposal was approved. The voting results of the shares of Common Stock were as follows:
For Against Abstain Broker Non-Votes 23,699,450 3,677,362 2,500 3,172,544 1 Trust Amendment Proposal
The Trust Amendment Proposal was approved. The voting results of the shares of Common Stock were as follows:
For Against Abstain Broker Non-Votes 23,699,571 3,677,241 2,500 3,172,544 Director Election Proposal
The Director Election Proposal was approved, and each of Messrs.
Director For Withheld Broker Non-Votes Scott Kurnit 27,343,522 35,790 3,172,544 David Panton 26,908,548 470,764 3,172,544 Auditor Ratification Proposal
The Auditor Ratification Proposal was approved. The voting results of the shares of Common Stock were as follows:
For Against Abstain Broker Non-Votes 30,370,261 167,364 14,241 0
Following the Special Meeting, on
Concurrently with the filing of the Charter Amendment with the Secretary of
State of the
Upon such implementation of the Extension, 27,928,906 shares of Class A Common Stock submitted for redemption by public stockholders in connection with the Special Meeting were redeemed and 8,008,594 shares of Common Stock remain issued and outstanding, including 821,094 shares of Class A Common Stock.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 3.1 Amendment to the Amended and Restated Certificate of Incorporation of the Company, datedDecember 20, 2022 10.1 Amendment to Investment Management Trust Agreement, datedDecember 20, 2022 , between the Company andContinental Stock Transfer & Trust Company 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2
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