KKR ACQUISITION HOLDINGS I CORP. Item 1.01 Entry into a Material Definitive Agreement.
On
The foregoing description of the IMTA Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the IMTA Amendment, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
In connection with the IMTA Amendment and Charter Amendment (as defined below),
on
Item 3.03 Material Modification to Rights of Security Holders.
The information disclosed in Item 5.07 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03 to the extent required.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
The foregoing description is qualified in its entirety by reference to the Charter Amendment, a copy of which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Special Meeting, the holders of 138,269,299 shares of the Company's
common stock, representing approximately 80.16% of all of the shares entitled to
vote at the Special Meeting, were present in person or were represented by valid
proxies; therefore, a quorum was present at the Special Meeting. As of the close
of business on
The following proposals were presented at the Special Meeting, each of which is
described in more detail in the Company's definitive proxy statement dated
The Company's stockholders approved the Extension Proposal, the Elective Early Wind-Up Proposal and the Trust Amendment Proposal (each as defined in the Proxy Statement). As there were sufficient votes to approve the above proposals, the "Adjournment Proposal" described in the Proxy Statement was not presented to the Company's stockholders at the Special Meeting. The voting results for each proposal is as follows:
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Proposal 1A: The Extension Proposal
The Company's stockholders approved an amendment to the Company's amended and
restated certificate of incorporation to extend the date by which the Company
has to consummate a business combination for an additional nine (9) months, from
Votes Cast For Votes Cast Against Abstentions Broker Non-Votes 137,965,941 303,358 0 0
Proposal 1B: The Elective Early Wind-Up Proposal
Votes Cast For Votes Cast Against Abstentions Broker Non-Votes 138,139,101 120,893 9,305 0 Proposal 2: The Trust Amendment Proposal
The Company's stockholders approved the IMTA Amendment. The passage of the Trust Amendment Proposal required the affirmative vote of at least 65% of the Company's outstanding shares of common stock entitled to vote thereon at the Special Meeting.
Votes Cast For Votes Cast Against Abstentions Broker Non-Votes
138,062,589 206,710 0 0 Item 8.01 Other Events.
As a result of receiving stockholder approval of the foregoing proposals at the
Special Meeting, the Company is proceeding with its previously announced
intention to accelerate its business combination deadline to
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
3.1 Charter Amendment.
10.1 Amendment to the Investment Management Trust Agreement.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may," "should," "could," "would," "expect," "plan," "anticipate," "believe," "estimate," "continue," or the negative of such terms or other similar expressions. Such statements include, but are not limited to, statements about the Company's dissolution and liquidation, and related matters, as well as all other statements other than statements of historical fact.
The forward-looking statements are based on our current expectations and beliefs
concerning future developments and their potential effects on us. There can be
no assurance that future developments affecting us will be those that we have
anticipated. These forward-looking statements involve a number of risks,
uncertainties (some of which are beyond our control) or other assumptions that
may cause actual results or performance to be materially different from those
expressed or implied by these forward-looking statements. Factors that might
cause or contribute to such a discrepancy include, but are not limited to, those
described under "Risk Factors" in the Proxy Statement and "Item 1A. Risk
Factors" of our Annual Report on Form 10-K filed with the
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