Item 1.01 Entry into a Material Definitive Agreement.
On December 9, upon the stockholders' approval of the Trust Amendment Proposal
(as defined below), DHB Capital Corp. (the "Company") entered into an amendment
(the "Trust Amendment") to the Investment Management Trust Agreement, dated
March 1, 2021, by and between the Company and Continental Stock Transfer & Trust
Company, as trustee ("Continental"), to change the date on which Continental
must commence liquidation of the trust account (the "Trust Account") established
in connection with the Company's initial public offering (the "IPO") to December
9, 2022.
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 8, 2022, upon the stockholders' approval of the Charter Amendment
(as defined below), the Board of Directors (the "Board") of the Company
determined that if the Company has not consummated an initial Business
Combination (as defined below), by December 9, 2022 (the "Amended Termination
Date"), the Company shall (i) cease all operations, except for the purpose of
winding up; (ii) as promptly as reasonably possible, but not more than ten
business days after the Termination Date, redeem (the "Redemption") 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"); and (iii) as promptly as reasonably possible
following the Redemption, dissolve and liquidate, subject in each case to the
Company's obligations under the Delaware General Corporation Law to provide for
claims of creditors and other requirements of applicable law.
The Company has (i) notified the Nasdaq Stock Market LLC ("Nasdaq") of the
anticipated Redemption, liquidation and dissolution; and (ii) requested that
Nasdaq (A) suspend trading of the Company's shares of Class A Common Stock,
redeemable warrants to purchase shares of Class A Common Stock (the "Redeemable
Warrants") and units, each consisting of one share of Class A Common Stock and
one-third of one Redeemable Warrant (the units, together with the Class A Common
Stock and the Redeemable Warrants, the "Securities") effective before the
opening of trading on December 12, 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 will be suspended from trading on Nasdaq on
December 12, 2022.
The Company expects that Nasdaq will file Form 25 with the SEC on or around
December 9, 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.
On December 8, 2022, stockholders of the Company approved an amendment (the
"Charter Amendment") to the Amended and Restated Certificate of Incorporation of
the Company (the "Charter") to, among other things: (a) change the date (the
"Original Termination Date") by which the Company must either (i) consummate a
merger, capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination with one or more businesses (the
"Business Combination"), or (ii) if the Company fails to complete such Business
Combination by the Original Termination Date, cease all operations, except for
the purpose of winding up, and, subject to and in accordance with the Charter,
redeem all Public Shares. The Company filed the Charter Amendment with the
Secretary of State of the State of Delaware on December 8, 2022.
The Charter Amendment changes the Original Termination Date from March 4, 2023
to such other date as shall be determined by the Board and publicly announced by
the Company, provided that such date shall be no later than December 30, 2022
(such date, the "Amended Termination Date").
A copy of the Charter Amendment is filed herewith as Exhibit 3.1 and is
incorporated herein by reference.
In connection with the foregoing matters described in Items 3.01 and 3.03, on
December 9, 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 5.07 Submission of Matters to a Vote of Security Holders.
The information set forth in Item 3.03 of this Current Report on Form 8-K is
incorporated herein by reference.
At the Company's special meeting of stockholders held on December 8, 2022 (the
"Special Meeting"), the following proposals were considered and acted upon by
the stockholders of the Company: (a) a proposal to approve the Charter Amendment
(the "Charter Amendment Proposal"); (b) a proposal to approve the Trust
Amendment to change the date on which Continental must commence liquidation of
the Trust Account to the Amended Termination Date (the "Trust Amendment
Proposal"); and (c) a proposal to approve the adjournment of the Special Meeting
from time to time to solicit additional proxies in favor of the Charter
Amendment Proposal and/or the Trust Amendment Proposal or if otherwise
determined by the chairperson of the Special Meeting to be necessary or
appropriate (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. Charter Amendment Proposal
Votes For Votes Against Abstentions
25,356,439 17,833 35,564
Accordingly, the Charter Amendment Proposal was approved.
2. Trust Amendment Proposal
Votes For Votes Against Abstentions
25,362,348 11,924 35,564
Accordingly, the Trust Amendment Proposal was approved.
3. Adjournment Proposal
Votes For Votes Against Abstentions
25,345,153 29,119 35,564
Accordingly, the Adjournment Proposal was approved.
In connection with the approval and implementation of the Charter Amendment, the
holders of 27,111,690 Public Shares exercised their right to redeem their shares
for cash at a redemption price of approximately $10.10 per share, for an
aggregate redemption amount of approximately $273,705,424. Following such
redemptions, 1,638,310 Public Shares remain outstanding.
Item 8.01 Other Events.
The information set forth in Item 3.01 above of this Current Report on Form 8-K
is incorporated by reference herein.
In the Redemption, the Public Shares will be redeemed at a per-share price,
payable in cash, equal to the quotient obtained by dividing (A) the aggregate
amount then on deposit in the Trust Account, including interest (net of taxes
payable, and less up to $100,000 of such net interest to pay dissolution
expenses) (the "Redemption Amount"), by (B) the total 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.
Following the redemptions in connection with the approval and implementation of
the Charter Amendment, the total amount held in the Trust Account was
approximately $16,539,520, and a total of 1,638,310 Public Shares were
outstanding. The Company estimates that the total Redemption Amount will be
approximately $16,539,520, and the per-share Redemption Amount will be
approximately $10.10.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
3.1 Certificate of Amendment of Amended and Restated Certificate of
Incorporation
10.1 Amendment to the Investment Management Trust Agreement, dated as of
December 9, 2022
99.1 Press Release dated December 9, 2022
104 Cover Page Interactive Data File (formatted as Inline XBRL and
contained in Exhibit 101)
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