Item 5.07. Submissions of Matters to a Vote of Security Holders
As previously disclosed, on January 31, 2022, Mountain Crest Acquisition Corp.
III (Nasdaq: MCAE) ("MCAE"), a special purpose acquisition company entered into
a definitive agreement Agreement and Plan of Merger, dated as of on January 27,
2022, as amended on June 7, 2022 and October 17, 2022 (as it may be amended from
time to time, the "Merger Agreement"), by and among the MCAE, the ETAO
International Group, a Cayman Islands exempted company (the "Company"), ETAO
International Co., Ltd., a Cayman Islands exempted company ("Pubco"), ETAO
Merger Sub, Inc., a Cayman Islands exempted company ("Merger Sub") and Wensheng
Liu, in his capacity as the Shareholders' Representative, pursuant to which,
among other things, (1) the SPAC will merge with and into Pubco, with the Pubco
being the surviving corporation in the merger (the "Redomestication Merger") and
(2) the Company will merge with and into Merger Sub, with the Company as the
surviving corporation in the merger (the "Acquisition Merger"), and, after
giving effect to the Acquisition Merger, the Company being a wholly owned
subsidiary of Pubco.
On February 7, 2021, at 10:30 a.m., Eastern Time, the Company held a special
meeting of its shareholders (the "Special Meeting") at which the shareholders
voted on the following proposals, as set forth below, each of which is described
in detail in the definitive proxy statement (the "Proxy Statement") filed with
the U.S. Securities and Exchange Commission (the "SEC") on January 18, 2023,
which was first mailed by the Company to its shareholders on or about January
18, 2023.
As of December 30, 2022, the record date for the Special Meeting, there were
3,230,597 shares of common stock, par value $0.0001 per share (the "Common
Stock"), issued and outstanding and entitled to vote at the Special Meeting.
There were 2,997,734 shares of Common Stock representing approximately 92.79% of
the issued and outstanding shares of Common Stock present in person or
represented by proxy at the Special Meeting, constituting a quorum for the
Special Meeting. The final voting results for each proposal submitted to the
shareholders of the Company at the Special Meeting are included below.
Each of the proposals described below was approved by the Company's
shareholders.
PROPOSALS
Proposal 1:
Redomestication Merger- to consider and vote on a proposal to adopt and approve
the Agreement and Plan of Merger, dated as of January 27, 2022, as amended on
June 7, 2022 and October 17, 2022 (the "Merger Agreement"), by and among
Mountain Crest Acquisition Corp. III, a Delaware corporation ("MCAE"), ETAO
International Group, a Cayman Islands corporation (the "Company" or "ETAO"),
ETAO International Co., Ltd., a Cayman Islands exempted company ("PubCo"), ETAO
Merger Sub, Inc., a Cayman Islands exempted company ("Merger Sub") and Wensheng
Liu, in his capacity as the Company's Shareholders' Representative (the
"Shareholders' Representative"), to effect MCAE's initial business combination
pursuant to which, among other things, (1) MCAE will merge with and into PubCo
that is a wholly owned subsidiary of MCAE, with PubCo being the surviving
corporation in such merger, thereby consummating a change in MCAE's domicile
from a Delaware corporation to a Cayman Islands exempted company (the
"Redomestication Merger");
FOR AGAINST ABSTAIN
2,697,538 300,196 0
Proposal 2:
Acquisition Merger- to consider and vote on a proposal to adopt and approve the
subsequent merger set forth in the Merger Agreement, pursuant to which the
Company will merge with and into Merger Sub that is a wholly owned subsidiary of
PubCo, with the Company as the surviving corporation in such merger, thereby
consummating PubCo's acquisition, through its Merger Sub, of the Company (the
"Acquisition Merger"), and, after giving effect to the Acquisition Merger, the
Company being a wholly owned subsidiary of PubCo. The Redomestication Merger,
the Acquisition Merger and such other transactions contemplated by the Merger
Agreement are hereinafter collectively referred as the "Business Combination"
and Proposals 1 and 2, the "Business Combination Proposals".
FOR AGAINST ABSTAIN
2,697,537 300,197 0
Proposal 3:
The Governance Proposal- to consider and vote, on a non-binding advisory basis,
on four separate governance proposals relating to the following material
differences between MCAE's current amended and restated certificate of
incorporation (the "MCAE Charter") and PubCo's Amended and Restated Memorandum
and Articles of Association (the "PubCo Charter"). These four separate
governance proposals are collectively referred to as the "Governance Proposal":
(A) through the Redomestication Merger, MCAE shall merge with and into
PubCo and MCAE, the Delaware corporation, shall cease to exist and PubCo shall
be the surviving corporation and the name of the surviving corporation will be
"ETAO International Co., Ltd.";
FOR AGAINST ABSTAIN
2,697,538 300,196 0
(B) following the Redomestication Merger the authorized shares of the
surviving corporation shall change (i) from 30,000,000 shares of MCAE Common
Stock to 500,000,000 PubCo Ordinary Shares;
FOR AGAINST ABSTAIN
2,697,538 300,196 0
(C) deleting the forum selection provision providing for concurrent
jurisdiction in the Court of Chancery and the federal district court for the
District of Delaware for claims arising under the Securities Act; and
FOR AGAINST ABSTAIN
2,697,538 300,196 0
(D) the vote of at least two-thirds of the voting power of the outstanding
shares of capital stock, rather than a simple majority, to remove a director
from office.
FOR AGAINST ABSTAIN
2,697,538 300,196 0
Proposal 4:
Election of Directors of PubCo Proposal - to consider and vote on a proposal to
approve PubCo's Board of Directors (the "PubCo Board") in regards to the
following persons: Wensheng Liu, Biao Dai, Kenneth Liang, Connie Hsu, Andrew
MacInnes, and Suying Liu to serve on PubCo's Board of Directors;Proposal 6:
Wensheng Liu
FOR AGAINST
2,607,537 300,197
Biao Dai
FOR AGAINST
2,607,537 300,197
Kenneth Liang
FOR AGAINST
2,607,537 300,197
Connie Hsu
FOR AGAINST
2,607,537 300,197
Andrew MacInnes
FOR AGAINST
2,607,538 300,196
Suying Liu
FOR AGAINST
2,607,537 300,197
Proposal 5:
The 2022 Employee Stock Option Plan Proposal - to consider and vote on a
proposal to approve PubCo's 2022 Employee Stock Option Plan Proposal, in
connection with the Business Combination (the "2022 Plan Proposal")
FOR AGAINST ABSTAIN
2,697,538 300,196 0
Proposal 6:
The NTA Requirement Amendment Proposal - to amend (the "NTA Requirement
Amendment") the MCAE Charter to expand the methods that MCAE may employ to not
become subject to the "penny stock" rules of the Securities and Exchange
Commission.
FOR AGAINST ABSTAIN
2,697,538 300,196 0
Item 9.01. Financial Statements and Exhibits
Exhibit No. Description
104 Cover Page Interactive Data File, formatted in Inline Extensible
Business Reporting Language (iXBRL)
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