Item 5.07 Submission of Matters to a Vote of Security Holders.
On April 25, 2023, LAVA Medtech Acquisition Corp., a Delaware corporation (the
"Company"),held a special meeting of stockholders (the "Meeting") for the
purposes of considering and voting upon (i) a proposal to amend the Company's
Amended and Restated Certificate of Incorporation (the "Charter") to extend the
date by which it has to consummate a business combination (the "Combination
Period") up to eight (8) times for an additional one (1) month each time from
April 29, 2023 to December 29, 2023 (the "Extension Amendment Proposal"), (ii) a
proposal to amend the Company's Investment Management Trust Agreement, dated as
of October 26, 2021, by and between the Company and Continental Stock Transfer &
Trust Company, allowing the Company to extend the Combination Period up to eight
(8) times for an additional one (1) month each time, from April 29, 2023 to
December 29, 2023 by depositing into the Company's trust account (the "Trust
Account"), for each one-month extension, $50,000 (the "Trust Agreement Amendment
Proposal"); and (iii) a proposal to amend the Company's Charter to eliminate the
limitation that the Company may not redeem Public Shares (as defined below) to
the extent that such redemption would result in the Company having net tangible
assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities
Exchange Act of 1934, as amended) of less than $5,000,001 (the "Redemption
Limitation") in order to allow the Company to redeem Public Shares irrespective
of whether such redemption would exceed the Redemption Limitation (the
"Redemption Limitation Proposal").
As of the record date of March 29, 2022, there were a total of 14,375,000 shares
of common stock, including 11,500,000 shares of Class A common stock and
2,875,000 shares of Class B common stock, issued and outstanding and entitled to
vote at the Meeting. There were 12,407,740 shares of the Company's common stock
present at the Meeting in person or represented by proxy, or approximately
86.13% of the total shares issued and outstanding and entitled to vote at the
Meeting, representing a quorum.
The Extension Amendment Proposal was approved by the affirmative vote of the
holders of at least 65% of the Company's outstanding common stock, and received
the following votes:
For Against Abstain
10,311,429 2,096,311 0
The Trust Agreement Amendment Proposal was approved by the affirmative vote of
the holders of at least 65% of the Company's outstanding common stock, and
received the following votes:
For Against Abstain
9,463,328 2,944,412 0
The Redemption Limitation Proposal was approved by the affirmative vote of the
holders of at least 65% of the Company's outstanding common stock, and received
the following votes:
For Against Abstain
9,451,828 2,955,912 0
1
Item 8.01. Other Events.
On April 28, 2023, the Company issued a press release announcing that the board
of directors of the Company (the "Board") has elected to abandon and not
implement the extension that was approved by stockholders on April 25, 2023,
because despite significant efforts to identify and complete an initial business
combination, the Board does not believe that the Company will be able to
complete an initial business combination on favorable terms even with the
extension. In making its decision, the Board has carefully considered the costs,
benefits, and risks of prolonging the Company's life, including the current
adverse market conditions and increased regulatory uncertainty around SPACs. As
a result, the Company intends to dissolve and liquidate in accordance with the
provisions of its Charter and will redeem all of the outstanding shares of Class
A common stock that were included in the units issued in its initial public
offering (the "Public Shares"), at a per-share redemption price of approximately
$10.42 (without giving effect to any interest that may be withdrawn to pay for
taxes).
As of April 29, 2023, the Public Shares are deemed cancelled and represent only
the right to receive the redemption amount.
In order to provide for the disbursement of funds from the trust account, the
Company has instructed the trustee of the trust account to take all necessary
actions to liquidate the securities held in the trust account. The proceeds of
the trust account will be held in a non-interest bearing account while awaiting
disbursement to the holders of the Public Shares. Record holders will receive
their pro rata portion of the proceeds of the trust account by delivering their
Public Shares to Continental Stock Transfer & Trust Company, the Company's
transfer agent. Beneficial owners of Public Shares held in "street name,"
however, will not need to take any action in order to receive the redemption
amount. The redemption of the Public Shares is expected to be completed within
ten business days after April 29, 2023.
The Company's sponsor has agreed to waive its redemption rights with respect to
its outstanding Class B common stock issued prior to the Company's initial
public offering.
There will be no redemption rights or liquidating distributions with respect to
the Company's warrants, which will expire worthless.
A copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being filed herewith:
Exhibit No. Description
99.1 Press Release, dated April 28, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
2
© Edgar Online, source Glimpses