Item 5.07 Submission of Matters to a Vote of Security Holders
On July, 2021
As of the close of business on
The voting results for the proposals voted on at the Special Meeting are set forth below:
1. The Business Combination Proposal - To approve and adopt the Merger Agreement and the transactions contemplated thereby.
For Against Abstain 17,722,767 7,408 8,006 2. The Charter Proposals - To adopt amendments to PSAC's amended and restated certificate of incorporation currently in effect in the form attached to the Merger Agreement. 2A: For Against Abstain 17,722,476 7,727 7,978 2B: For Against Abstain 17,616,959 81,965 39,257 2C: For Against Abstain 17,646,407 66,663 25,111 2D: For Against Abstain 17,709,561 11,729 16,891 2E: For Against Abstain 17,600,895 118,175 19,111 2F: For Against Abstain 17,696,820 20,769 20,592 1
3. The Director Election Proposal - To elect nine directors to serve on the board of directors of the post-business combination company.
FOR WITHHOLD Brian Krolicki 17,711,991 26,190 Dr. Carsten Breitfeld 17,712,114 26,067 Matthias Aydt 17,704,494 33,687 Qing Ye 17,703,773 34,408 Jordan Vogel 17,711,932 26,249 Lee Liu 17,710,365 27,816 Edwin Goh 17,711,430 26,751 Susan G. Swenson 17,711,198 26,983 Scott D. Vogel 17,712,600 25,581
4. The Incentive Plan Proposal - To approve and adopt the
For Against Abstain 17,627,351 94,601 16,229
5. The Nasdaq Proposal - To approve, for purposes of complying with applicable
listing rules of the
For Against Abstain 17,628,001 79,912 30,268
Item 7.01 Regulation FD Disclosure.
On
The information contained in this Current Report on Form 8-K pursuant to this Item 7.01, including the exhibit attached hereto, is intended to be furnished and shall not be deemed "filed" for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
No Offer or Solicitation
This communication shall neither constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
2 Forward Looking Statements
This Report includes "forward looking statements" within the meaning of the
"safe harbor" provisions of the United States Private Securities Litigation
Reform Act of 1995. When used in this press release, the words "estimates,"
"projected," "expects," "anticipates," "forecasts," "plans," "intends,"
"believes," "seeks," "may," "will," "should," "future," "propose" and variations
of these words or similar expressions (or the negative versions of such words or
expressions) are intended to identify forward-looking statements. These
forward-looking statements are not guarantees of future performance, conditions
or results, and involve a number of known and unknown risks, uncertainties,
assumptions and other important factors, many of which are outside PSAC's or
FF's management's control, that could cause actual results or outcomes to differ
materially from those discussed in the forward-looking statements. Important
factors, among others, that may affect actual results or outcomes include: the
inability to complete the transactions contemplated by the proposed business
combination; the inability to recognize the anticipated benefits of the proposed
business combination, which may be affected by, among other things, the ability
to meet the Nasdaq's listing standards following the consummation of the
transactions contemplated by the proposed business combination; costs related to
the proposed business combination; FF's ability to execute on its plans to
develop and market its vehicles and the timing of these development programs;
FF's estimates of the size of the markets for its vehicles; the rate and degree
of market acceptance of FF's vehicles; the success of other competing
manufacturers; the performance and security of FF's vehicles; potential
litigation involving PSAC or FF; the result of future financing efforts and
general economic and market conditions impacting demand for FF's products. Other
factors include the possibility that the proposed transaction does not close,
including due to the failure of other closing conditions. The foregoing list of
factors is not exhaustive. You should carefully consider the foregoing factors
and the other risks and uncertainties described in the "Risk Factors" section of
PSAC's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, the
registration statement on Form S-4 and related proxy statement/consent
solicitation statement/prospectus, and other documents filed by PSAC from time
to time 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 99.1 Press Release datedJuly 20, 2021 . 3
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