Magnum Opus Acquisition : Certificate of Incorporation/Bylaws - Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 26, 2023 (July 24, 2023)

Magnum Opus Acquisition Limited

(Exact name of registrant as specified in its charter)

Cayman Islands		001-40266		N/A
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

Unit 1009, ICBC Tower
Three Garden Road, Central, Hong Kong

(Address of principal executive offices, including zip code)

(852) 3757 9857

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A ordinary shares, par value $0.0001 per share		OPA		The New York Stock Exchange
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50		OPA WS		The New York Stock Exchange
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant		OPA.U		The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company xIf an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information disclosed in Item 5.07 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03 to the extent required herein.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On July 24, 2023, Magnum Opus Acquisition Limited (the "Company") held an extraordinary general meeting of shareholders (the "Extraordinary Meeting"), at which, holders of 9,317,930 of the Company's ordinary shares, which represents approximately 80.36% of the ordinary shares issued and outstanding and entitled to vote as of the record date of June 26, 2023, were represented in person or by proxy.

At the Extraordinary Meeting, the shareholders approved (1) the proposal to amend Articles 51.7 and 51.8 of the Company's amended and restated memorandum and articles of association (as amended by a special resolution of the Company's shareholders on March 17, 2023, the "MAA") to extend the date (the "Termination Date") by which the Company must (i) consummate a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company with one or more businesses, which we refer to as a "business combination," or (ii) cease its operations except for the purpose of winding up if it fails to complete such business combination and redeem or repurchase 100% of the Company's then issued and outstanding public shares (the "Extension") for two months, from July 25, 2023 to September 25, 2023, and, if the Company does not consummate a business combination by September 25, 2023, to further extend the Termination Date, without the need for any future approval of the Company's shareholders, by resolutions of the board of directors of the Company passed at least three days prior to the applicable extended date, up to four times, each by an additional month, for an aggregate of four additional months, until January 25, 2024 (such proposal, the "Extension Amendment Proposal") and (2) the proposal to amend the MAA to provide for the right of a holder of the Company's Class B ordinary shares to convert such shares into the Company's Class A ordinary shares on a one-for-one basis at any time before or concurrently with or immediately following the consummation of the Company's business combination at the election of the holder (such proposal, the "Founder Share Amendment Proposal"). A copy of the amendment to our MAA is attached to this Current Report on Form 8-K as Exhibit 3.1 and incorporated herein by reference.

1.	The Extension Amendment Proposal.The Extension Amendment Proposal was approved. The final voting tabulation for this proposal was as follows:

FOR		AGAINST		ABSTAIN
9,317,408		512		10

2.	The Founder Share Amendment Proposal. The Founder Share Amendment Proposal was approved. The final voting tabulation for this proposal was as follows:

FOR		AGAINST		ABSTAIN
9,317,294		626		10

In connection with the vote to approve the Extension Amendment Proposal, the holders of 504,890 Class A ordinary shares elected to redeem their shares for cash at a redemption price of approximately $10.48 per share, for an aggregate redemption amount of approximately $5,293,171.39, leaving approximately $63,848,789.50 in the Trust Account.

The proposal to adjourn the Extraordinary Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there were insufficient votes to approve the Extension Amendment Proposal or the Founder Share Amendment Proposal or if the Company determines that additional time is necessary to effectuate the Extension, was not presented at the Extraordinary Meeting, as the Extension Amendment Proposal and the Founder Share Amendment Proposal received a sufficient number of votes required for approval and the Company did not otherwise determine that additional time is necessary to effectuate the Extension.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
3.1		Amendment to Amended and Restated Memorandum and Articles of Association of Magnum Opus Acquisition Limited
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MAGNUM OPUS ACQUISITION LIMITED
	By:	/s/ Hou Pu Jonathan Lin
	Name:	Hou Pu Jonathan Lin
	Title:	Chief Executive Officer and Director
Date: July 26, 2023