Item 5.03 Amendments to Articles of Incorporation or Bylaws.
On December 12, 2022, the Company filed with the Secretary of State of the State
of Delaware an amendment (the "Extension Amendment") to the Company's amended
and restated certificate of incorporation to change the date by which the
Company must consummate a Business Combination from December 15, 2022 to the
December 15, 2023, or such earlier date as determined by the Board of Directors
of the Company. The Company's stockholders approved the Extension Amendment at a
special meeting of stockholders of the Company (the "Special Meeting") on
December 9, 2022. The foregoing description of the Extension Amendment is
qualified in its entirety by the full text of the Extension Amendment, which is
filed as Exhibit 3.1 hereto and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On December 9, 2022, at the Special Meeting, a total of 41,040,945 (or 79.306%)
of the Company's issued and outstanding shares of Class A common stock ("Public
Shares") and Class B common stock held of record as of November 7, 2022, the
record date for the Special Meeting, were present either in person or by proxy,
which constituted a quorum. The Company's stockholders voted on the following
proposals at the Special Meeting, each of which were approved. The final vote
tabulation for each proposal is set forth below.
Proposal 1. To approve and adopt the Extension Proposal.
For Against Abstained
34,616,252 6,424,693 0
Proposal 2. To approve the adjournment of the Special Meeting to a later date or
dates, if necessary or appropriate, to permit further solicitation and vote of
proxies in the event that there are insufficient votes for, or otherwise in
connection with, the approval of the Extension Proposal.
34,556,942 6,484,003 0
Although this proposal would have received sufficient votes to be approved, no
motion to adjourn was made because the adjournment of the Special Meeting was
determined not to be necessary or appropriate.
In connection with the Special Meeting, stockholders holding 40,171,206 Public
Shares properly exercised their right to redeem their shares (and did not
withdraw their redemption) for cash at a redemption price of approximately
$10.10 per share, for an aggregate redemption amount of approximately
$405,789,420.96. Following such redemptions, approximately $12,412,662.09 was
left in trust and 1,228,794 Public Shares remain outstanding.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
3.1 Amendment to the Amended and Restated Certificate of Incorporation of
Senior Connect Acquisition Corp. I.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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