Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Special Meeting of the stockholders on October 14, 2022 (the "Meeting"),
there were 10,594,743 shares of the Company's common stock present in person or
represented by proxy, which is 73.70% of the 14,375,000 total shares of the
Company's common stock outstanding on the record date of September 6, 2022,
thereby constituting a quorum. At the Meeting, our stockholders considered two
proposals, which are described briefly below and in more detail in the Proxy
Statement. Both proposals were approved, and the final voting results for each
proposal are set forth below.
Proposal 1 - the Extension Amendment Proposal - Amend the Company's amended and
restated certificate of incorporation (the "Amendment") to extend the date by
which the Company has to consummate a Business Combination from October 22,
2022, to April 22, 2023, or such earlier date as determined by the board of
directors.
The approval of the Extension Amendment Proposal required the affirmative vote
of the holders of a majority of shares of the Company's common stock,
represented in person or by proxy at the special meeting. Proposal Number One
received the following votes:
% of Shares Shares % of Shares Broker Non-
Shares Voted Present Voted Present % of Shares Vote
For Against Abstentions Present
10,472,114 98.84% 122,629 1.16% 0% 0.00% 0
Under Delaware law, the Amendment will take effect upon filing with the Delaware
Secretary of State. The Company has accordingly submitted the Amendment to the
Delaware Secretary of State for filing. The terms of the Amendment are set forth
in the Company's definitive proxy statement filed with the Securities and
Exchange Commission on September 20, 2022, and a copy of the Amendment is
attached as Exhibit 3.1 hereto and is incorporated by reference herein.
Proposal Number 2 - the Adjournment Proposal - Adjourn 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 Proposal One.
The approval of the Adjournment Proposal required the affirmative vote of the
holders of a majority of the Company's shares of common stock, represented in
person or by proxy at the special meeting. Proposal Number Two received the
following votes:
% of Shares Shares % of Shares Broker Non-
Shares Voted Present Voted Present % of Shares Vote
For Against Abstentions Present
10,472,114 98.84% 122,629 1.16% 0% 0.00% 0
Item 8.01. Other Events.
Shareholders holding 11,251,347 Public Shares exercised their right to redeem
their shares for a pro rata portion of the funds in the Trust Account. As a
result, approximately $114,949913.76 (approximately $10.2165 per Public Share)
will be removed from the Trust Account to pay such holders, subject to
applicable law.
Following the redemption, the Company's remaining Public Shares outstanding were
248,653. The Company is preparing to contribute the sum of $24,865.30,
representing $0.10 per share, into the Trust Account as the required extension
payment for the 3-month extension period ending January 22, 2023. After such
funding, the Trust Account will contain approximately $10.3165 per remaining
Public Share outstanding. However, the Company is seeking to determine whether
any redeeming shareholders wish to cancel their redemption requests in order to
determine whether the Trust Account will have in excess of $5,000,001 in net
tangible assets following approval of the Extension Amendment Proposal, in which
case the Company will contribute additional funds at $0.10 per share, into the
Trust Account as the required extension payment for the 3-month extension period
ending January 22, 2023, and the amount to be removed from the Trust Account to
pay redeeming shareholders would be reduced accordingly. If some redeeming
shareholders do not cancel their redemption requests such that the Trust Account
will not have in excess of $5,000,001 in net tangible assets following approval
of the Extension Amendment Proposal, the Company may proceed to take action to
cancel the extension or otherwise cause or allow the Company to dissolve and
liquidate, subject to our obligations under Delaware law to provide for claims
of creditors and the requirements of other applicable law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed with this Form 8-K:
Exhibit No. Description of Exhibits
3.1 First Amendment to the Amended and Restated Certificate of Incorporation
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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