Item 1.01 Entry into a Material Definitive Agreement
Amendment No. 1 to the Investment Management Trust Agreement
As approved by its stockholders at the special meeting of stockholders held on
March 30, 2023 (the "Special Meeting"), Home Plate Acquisition Corporation, a
Delaware corporation (the "Company"), and Continental Stock Transfer & Trust
Company entered into Amendment No. 1 (the "IMTA Amendment") to the Investment
Management Trust Agreement, dated as of September 29, 2021 (the "IMTA"). The
IMTA Amendment amends the IMTA allowing the Company to extend the period of time
the Company must consummate a Business Combination (as defined in the IMTA)
pursuant to the IMTA from April 4, 2023 to October 4, 2023.
The foregoing description of the IMTA Amendment is qualified in its entirety by
reference to the IMTA Amendment, a copy of which is attached as Exhibit 10.1
hereto and is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws
As approved by its stockholders at the Special Meeting, the Company filed an
amendment (the "Extension Amendment") to the Company's Amended and Restated
Certificate of Incorporation (the "A&R Charter") with the Secretary of State of
the State of Delaware. The Extension Amendment (i) extends the date by which
the Company must consummate its initial business combination from April 4, 2023
to October 4, 2023 and (ii) provides holders of the Company's Class B common
stock, par value $0.0001 per share ("Class B Common Stock") the right to convert
any and all of their Class B Common Stock into the Company's Class A common
stock, par value $0.0001 per share ("Class A Common Stock" and, together with
the Class B Common Stock, the "Common Stock") on a one-for-one basis prior to
the closing of a business combination at the election of the holder.
The foregoing description is qualified in its entirety by reference to the
Extension Amendment, a copy of which is attached as Exhibit 3.1 hereto and is
incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
On March 30, 2023, the Company convened the Special Meeting. As of the close of
business on March 6, 2023, the record date for the Special Meeting, there were
an aggregate of 25,000,000 shares of Common Stock outstanding (consisting of
20,000,000 shares of Class A Common Stock and 5,000,000 shares of the Company's
Class B Common Stock), each of which was entitled to one vote with respect to
the Extension Amendment Proposal, the Trust Amendment Proposal and the Founder
Share Amendment Proposal (each as defined below). A total of 19,338,174 shares
of Common Stock, representing approximately 77.35% of the outstanding shares of
Common Stock entitled to vote at the Special Meeting, were present in person or
by proxy, constituting a quorum. The proposals listed below are described in
more detail in the Company's definitive proxy statement, which was filed with
the Securities and Exchange Commission on March 13, 2023. The stockholders of
the Company voted on proposals to amend the A&R Charter to extend the date by
which the Company must consummate a business combination (the "Extension
Amendment Proposal") and to provide holders of Class B Common Stock the right to
convert their Class B Common Stock into Class A Common Stock prior to the
closing of a business combination (the "Founder Share Amendment Proposal") and
to amend the IMTA to extend the date by which the Company must consummate a
business combination (the "Trust Amendment Proposal"). A summary of the voting
results at the Special Meeting is set forth below:
The Extension Amendment Proposal - To approve and amend the A&R Charter to
extend the date by which the Company must consummate a business combination from
April 4, 2023 to October 4, 2023.
For Against Abstain
18,879,171 459,003 0
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The Founder Share Amendment Proposal - To approve and amend the A&R Charter to
provide holders of Class B Common Stock the right to convert any and all of
their Class B Common Stock into Class A Common Stock on a one-for-one basis
prior to the closing of a business combination at the election of the holder.
For Against Abstain
18,878,168 459,003 1,003
The Trust Amendment Proposal - To approve and amend the IMTA allowing the
Company to extend the period of time required to consummate a business
combination from April 4, 2023 to October 4, 2023.
For Against Abstain
18,879,171 459,003 0
Stockholders holding 17,727,065 shares of Class A Common Stock exercised their
right to redeem such shares for a pro rata portion of the funds in the Trust
Account. As a result, approximately $181,169,174 (approximately $10.22 per
share) will be withdrawn from the Trust Account to pay such redeeming holders.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description of Exhibits
3.1 Amendment to the Amended and Restated Certificate of Incorporation of
the Company.
10.1 Amendment No. 1 to the Investment Management Trust Agreement, dated
March 30, 2023, entered into between the Company and Continental Stock
Transfer & Trust Company.
104 Cover Page Interactive Data File (embedded within Inline XBRL
document).
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