KLUN I Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
At the Special Meeting, the Company's stockholders approved (see Item 5.07
below), among other matters, an amendment (the "Charter Amendment") to the
Company's Amended and Restated Certificate of Incorporation (the "Charter"). The
Charter Amendment removes from the Charter (i) the limitation on share
repurchases prior to the consummation of a business combination that would cause
KludeIn's net tangible assets ("NTA") to be less than
The foregoing description is qualified in its entirety by reference to the Charter Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Special Meeting, the proposals listed below were presented, each of which is described in more detail in the Proxy Statement/Prospectus. A summary of the final voting results at the Special Meeting is set forth below:
Proposal 1 - The NTA Proposal
KludeIn's stockholders approved Proposal 1. The votes cast were as follows:
For Against Abstain Broker Non-Votes 4,519,430 23,866 4,529 0
Proposal 2 - The Business Combination Proposal
KludeIn's stockholders approved Proposal 2. The votes cast were as follows:
For Against Abstain Broker Non-Votes 4,519,430 23,866 4,529 0
Proposal 3 - The Charter Proposal
KludeIn's stockholders approved Proposal 3. The votes cast were as follows:
For Against Abstain Broker Non-Votes 4,519,430 23,866 4,529 0
Proposals 4A-4E - The Advisory Governance Proposals
KludeIn's stockholders approved Proposals 4A through 4E. The votes cast were as
follows:
Proposal 4A:
For Against Abstain Broker Non-Votes
4,519,430 23,866 4,529 0
1
Proposal 4B:
For Against Abstain Broker Non-Votes
4,519,430 23,866 4,529 0
Proposal 4C:
For Against Abstain Broker Non-Votes
4,519,430 23,866 4,529 0
Proposal 4D:
For Against Abstain Broker Non-Votes
4,519,430 23,866 4,529 0
Proposal 4E:
For Against Abstain Broker Non-Votes
4,519,430 23,866 4,529 0
Proposal 5 - The Nasdaq Proposal
KludeIn's stockholders approved Proposal 5. The votes cast were as follows:
For Against Abstain Broker Non-Votes 4,519,430 23,866 4,529 0
Proposal 6 - The Equity Incentive Plan Proposal
KludeIn's stockholders approved Proposal 6. The votes cast were as follows:
For Against Abstain Broker Non-Votes 4,517,430 25,866 4,529 0
Proposal 7 - The Director Election Proposal
KludeIn's stockholders approved Proposal 7. The votes cast were as follows:
Name For Withheld Anil Matthews 4,519,430 10 Ronald Steger 4,519,430 10 Kathryn T. Petralia 4,519,430 10 Mark N. Greene 4,519,430 10 Mini Krishnamoorthy 4,519,430 10
As there were sufficient votes at the time of the Special Meeting to approve each of the above proposals, the "Adjournment Proposal" described in the Proxy Statement/Prospectus was not presented to stockholders.
Based on the results of the Special Meeting, and subject to the satisfaction or
waiver of certain other closing conditions as described in the Proxy
Statement/Prospectus, the transactions (the "Business Combination") contemplated
by the Agreement and Plan of Merger, dated as of
2
Forward-Looking Statements
This This report contains "forward-looking statements" within the meaning of the
"safe harbor" provisions of the Private Securities Litigation Reform Act of
1995. KludeIn's and Near's actual results may differ from their expectations,
estimates and projections and consequently, you should not rely on these
forward-looking statements as predictions of future events. Words such as
"anticipate," "believe," "budget," "continues," "could," "expect," "estimate,"
"forecast," "future," "intend," "may," "might," "strategy," "opportunity,"
"plan," "possible," "potential," "project," "will," "should," "predicts,"
"scales," "representative of," "valuation," and similar expressions are intended
to identify such forward-looking statements. These forward-looking statements
include, without limitation, the satisfaction of the closing conditions to the
Business Combination and the timing of the Closing of the Business Combination.
These forward-looking statements involve significant risks and uncertainties
that could cause actual results to differ materially from expected results. Most
of these factors are outside the control of KludeIn or Near and are difficult to
predict. Factors that may cause such differences include, but are not limited
to: (1) the occurrence of any event, change or other circumstances that could
give rise to the termination of the Merger Agreement; (2) the inability to
consummate the Business Combination in a timely manner or at all, including due
to conditions to the closing in the Merger Agreement, which may adversely affect
the price of KludeIn's securities; (3) delays in obtaining or the inability to
obtain any necessary regulatory approvals required to complete the Business
Combination; (4) the ability to maintain the listing of KludeIn's securities on
a national securities exchange; (5) the inability to obtain or maintain the
listing of Near's securities on Nasdaq following the completion of the Business
Combination; (6) the risk that the Business Combination disrupts current plans
and operations as a result of the announcement and consummation of the Business
Combination; (7) the outcome of any legal proceedings that may be instituted
against Near or against KludeIn related to the Merger Agreement or the Business
Combination; and (8) other risks and uncertainties identified in the Proxy
Statement/Prospectus, including those under "Risk Factors" therein, and in other
filings with the
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 Amendment to Amended and Restated Certificate of Incorporation.
104 Cover Page Interactive Data File, formatted in Inline XBRL (embedded
within the Inline XBRL document)
3© Edgar Online, source
