Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
At the Extraordinary General Meeting, the Company's shareholders approved a
proposal to amend the Company's Amended and Restated Memorandum and Articles of
Association (the "Charter") to the second amended and restated memorandum and
articles of association to extend the date by which the Company must
(1) consummate a merger, amalgamation, share exchange, asset acquisition, share
purchase, reorganization or similar business combination, which we refer to as
our initial business combination, (2) cease its operations except for the
purpose of winding up if it fails to complete such initial business combination
and (3) redeem all of the Class A ordinary shares, par value $0.0001 per share,
of the Company ("Class A Ordinary Shares") included as part of the units sold in
the Company's initial public offering that was consummated on March 15, 2021
(the "IPO" and such Class A Ordinary Shares, "public shares") if it fails to
complete such initial business combination, from March 15, 2023 (the "Original
Termination Date") to June 15, 2023 (the "Extended Date") and to allow the board
of directors of the Company ("the Board"), without another shareholder vote, to
elect to further extend the date to consummate an initial business combination
after the Extended Date up to nine times, by an additional month each time, upon
five days' advance written notice prior to the applicable deadline, up to
March 15, 2024 (the "Additional Extension Date") or such earlier date as
determined by the Board in its sole discretion (the "Extension," and such
proposal, the "Extension Proposal").
The foregoing description is qualified in its entirety by the full text of the
second amended and restated memorandum and articles of association, 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.
On March 10, 2023, the Company held the Extraordinary General Meeting for its
shareholders to approve the Extension Proposal and the Adjournment Proposal,
each as described in the definitive proxy statement of the Company relating to
the Extraordinary General Meeting, which was filed with the Securities and
Exchange Commission on February 23, 2023. As there were sufficient votes to
approve the Extension Proposal, the Adjournment Proposal was not presented to
shareholders.
Holders of 23,417,929 ordinary shares of the Company held of record as of
February 8, 2023, the record date for the Extraordinary General Meeting, were
present in person or by proxy, representing approximately 65.39% of the voting
power of the Company's ordinary shares as of the record date for the
Extraordinary General Meeting, and constituting a quorum for the transaction of
business.
The voting results for the Extension Proposal were as follows:
The Extension Proposal
For Against Abstain
23,417,867 61 1
In connection with the vote to approve the Extension Proposal, the holders of
6,867,252 or around 24% of the Class A ordinary shares of the Company properly
exercised their right to redeem their shares for cash at a redemption price of
approximately $10.18 per share, for an aggregate redemption amount of
$69,908,625.36.
As a result of the approval of the Extension Proposal and the implementation of
the Extension, LCA Acquisition Sponsor, LP (the "Sponsor") or its designee(s) or
affiliate(s) (the "Lender") shall contribute to the Company as a loan (each loan
being referred to herein as a "Contribution"), which was (i) the lesser of
(a) $990,000 or (b) $0.09 for each public share that has not been redeemed in
accordance with the terms of the Charter for the three-month extension from the
Original Termination Date to the Extended Date (the "Initial Extension
Contribution"); and thereafter, to the extent necessary and as applicable, shall
contribute (ii) the lesser of (a) $330,000 and (b) $0.03 into the trust account
for each public share that has not been redeemed in accordance with the terms of
the Charter for each subsequent one-month extension from the Extended Date to
the Additional Extension Date (the "Subsequent Extension Contribution") until
the earlier of (i) the date of the extraordinary general meeting held in
connection with a shareholder vote to approve an initial business combination,
and (ii) the date that the Initial Extension Contribution and the Subsequent
Extension Contribution for each subsequent one-month extension from the Extended
Date to the Additional Extension Date, if applicable, have been loaned. Each
Contribution will be deposited in the Trust Account within 5 business days of
the beginning of the extended period which such Contribution is for. The
Contribution(s) will bear no interest and will be repayable by the Company to
the Lender upon consummation of an initial business combination. The loans will
be forgiven by the Lender if the Company is unable to consummate an initial
business combination except to the extent of any available funds held outside of
the Trust Account.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit
No. Description
3.1 The Second Amended and Restated Memorandum and Articles of
Association
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)© Edgar Online, source Glimpses
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