MEDH ACQU Item 1.01. Entry into a Material Definitive Agreement.
On
The Company will deposit
The issuance of the Extension Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
The foregoing description of the Extension Note does not purport to be complete and is qualified in its entirety by reference to the full text of the Extension Note, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1, and is incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant.
The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
The foregoing description of the Charter Amendments does not purport to be complete and is qualified in its entirety by reference to the Charter Amendments, 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 Meeting, an aggregate of 7,497,322 shares of the Company's common stock,
which represents a quorum of the outstanding shares of common stock entitled to
vote as of the record date of
At the Meeting, the Company's stockholders voted on the following proposals, each of which was approved:
(1) The Extension Amendment Proposal - a proposal to amend the Company's amended
and restated certificate of incorporation to extend the date by which the
Company has to consummate a Business Combination from
FOR AGAINST ABSTAIN 6,333,932 1,163,390 0
(2) Section 242(b)(2) Amendment Proposal - a proposal to amend the Company's amended and restated certificate of incorporation such that subject to the rights of the holders of any outstanding class of preferred stock, the number of authorized shares of any class of common stock or preferred stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the outstanding shares of the Company's capital stock entitled to vote thereon, irrespective of the provisions of Section 242(b)(2) of the Delaware General Corporation Law. The following is a tabulation of the votes with respect to this proposal, which was approved by the Company's stockholders:
FOR AGAINST ABSTAIN
common stock 7,496,754 568 0
Class A common stock 1,246,754 568 0
Class B common stock 6,250,000 0 0
(3) Founder Share Amendment Proposal - a proposal to amend the Company's amended
and restated certificate of incorporation to provide for the right of the holder
of the Founder Shares to convert into Class A common stock, par value
FOR AGAINST ABSTAIN 7,496,750 572 0
(4) Redemption Limitation Amendment Proposal - a proposal to amend the Company's
amended and restated certificate of incorporation to eliminate the limitation
that the Company may not redeem public shares to the extent that such redemption
would result in the Company having net tangible assets of less than
FOR AGAINST ABSTAIN 7,496,690 322 310
In connection with the Meeting, stockholders holding 808,628 Public Shares
exercised their right to redeem their shares for a pro rata portion of the funds
in the Trust Account. As a result, approximately
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 Second Amendment to Amended and Restated Certificate of
Incorporation.
10.1 Promissory Note issued to MedTech Acquisition Sponsor LLC , dated
June 15, 2023 .
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).© Edgar Online, source
