Item 1.01. Entry into a Material Definitive Agreement
Agreement and Plan of Merger Amendment
On
Under the terms of the Merger Agreement, either the Company or WMH could
terminate the Merger Agreement by written notice to the other party if the
closing of the Business Combination did not occur by
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by the terms of the Amendment, a copy of which is attached as Exhibit 2.1 hereto and is incorporated by reference herein.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As described below under Item 5.07 of this Current Report on Form 8-K, on
At the General Meeting, the Company's shareholders approved, among other items,
the New WMH 2021 Equity Incentive Plan (the "Incentive Plan") and the New WMH
2021 Employee Stock Purchase Plan (the "Stock Plan"). A description of the
material terms of each of the Incentive Plan and Stock Plan is included in the
Company's Definitive Proxy Statement on Schedule 14A filed with the
Item 5.07. Submission of Matters to a Vote of Security Holders.
On
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Proposal 1: Adoption of the Business Combination Proposal
Silver Spike's shareholders approved the transactions contemplated by the Merger Agreement, pursuant to which Merger Sub will be merged with and into WMH, whereupon the separate limited liability company existence of Merger Sub will cease and WMH will be the surviving company and continue in existence as a subsidiary of New WMH, on the terms and subject to the conditions set forth therein. The following were the tabulated votes "For" and "Against" this proposal as well as the number of "Abstentions" and "Broker Non-Votes":
FOR AGAINST ABSTAIN BROKER NON-VOTE 22,340,887 4,239 775,268 -
Proposal 2: Adoption of the Nasdaq Proposal
Silver Spike's shareholders approved, for purposes of complying with the Nasdaq
Stock Market Listing Rules 5635(a), (b) and (d), the issuance by Silver Spike of
an aggregate of (i) 32,500,000 shares of Class A common stock, par value
FOR AGAINST ABSTAIN BROKER NON-VOTE 22,312,719 16,124 791,551 -
Proposal 3: Adoption of the Domestication Proposal
Silver Spike's shareholders approved by special resolution the change of Silver
Spike's jurisdiction of incorporation from the
FOR AGAINST ABSTAIN BROKER NON-VOTE 22,336,462 5,772 778,160 -
Proposal 4: Adoption of the Organizational Documents Proposal A
Silver Spike's shareholders approved (i) the change of Silver Spike's name from
"
FOR AGAINST ABSTAIN BROKER NON-VOTE 22,336,932 5,661 777,801 -
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Proposal 5: Adoption of the Organizational Documents Proposal B
Silver Spike's shareholders approved provisions providing that Silver Spike's board of directors will be divided into three classes following the Business Combination, with each class generally serving for a term of three years and with only one class of directors being elected in each year. The following were the tabulated votes "For" and "Against" this proposal as well as the number of "Abstentions" and "Broker Non-Votes":
FOR AGAINST ABSTAIN BROKER NON-VOTE 21,373,795 963,700 782,899 -
Proposal 6: Adoption of the Organizational Documents Proposal C
Silver Spike's shareholders approved provisions providing that the directors of Silver Spike, except for preferred stock directors, may only be removed for cause. The following were the tabulated votes "For" and "Against" this proposal as well as the number of "Abstentions" and "Broker Non-Votes":
FOR AGAINST ABSTAIN BROKER NON-VOTE 21,360,036 959,778 800,580 -
Proposal 7: Adoption of the Organizational Documents Proposal D
Silver Spike's shareholders approved provisions removing the ability of shareholders to call a special meeting of shareholders. The following were the tabulated votes "For" and "Against" this proposal as well as the number of "Abstentions" and "Broker Non-Votes":
FOR AGAINST ABSTAIN BROKER NON-VOTE 21,192,135 1,102,024 826,235 -
Proposal 8: Adoption of the Organizational Documents Proposal E
Silver Spike's shareholders approved provisions removing the ability of shareholders to act by written consent in lieu of a meeting. The following were the tabulated votes "For" and "Against" this proposal as well as the number of "Abstentions" and "Broker Non-Votes":
FOR AGAINST ABSTAIN BROKER NON-VOTE 21,258,958 1,058,846 802,590 -
Proposal 9: Adoption of the Organizational Documents Proposal F
Silver Spike's shareholders approved the change in the authorized capital stock
of Silver Spike from (i) 200,000,000 Class A ordinary shares, par value
FOR AGAINST ABSTAIN BROKER NON-VOTE 21,771,617 525,448 823,329 -
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Proposal 10: Adoption of the Director Election Proposal
The holders of Silver Spike's Class B ordinary shares (i) re-elected Silver
Spike's current director,
Scott Gordon FOR AGAINST ABSTAIN BROKER NON-VOTE 6,250,000 0 0 - Douglas Francis FOR AGAINST ABSTAIN BROKER NON-VOTE 6,250,000 0 0 - Justin Hartfield FOR AGAINST ABSTAIN BROKER NON-VOTE 6,250,000 0 0 - Christopher Beals FOR AGAINST ABSTAIN BROKER NON-VOTE 6,250,000 0 0 - Tony Aquila FOR AGAINST ABSTAIN BROKER NON-VOTE 6,250,000 0 0 - Fiona Tan FOR AGAINST ABSTAIN BROKER NON-VOTE 6,250,000 0 0 - Olga Gonzalez FOR AGAINST ABSTAIN BROKER NON-VOTE 6,250,000 0 0 - Brenda Freeman FOR AGAINST ABSTAIN BROKER NON-VOTE 6,250,000 0 0 -
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Proposal 11: Adoption of the Incentive Plan Proposal
Silver Spike's shareholders approved the Incentive Plan. The following were the tabulated votes "For" and "Against" this proposal as well as the number of "Abstentions" and "Broker Non-Votes":
FOR AGAINST ABSTAIN BROKER NON-VOTE 16,898,948 5,407,719 813,727 -
Proposal 12: Adoption of the Stock Plan Proposal
Silver Spike's shareholders approved the Stock Plan. The following were the tabulated votes "For" and "Against" this proposal as well as the number of "Abstentions" and "Broker Non-Votes":
FOR AGAINST ABSTAIN BROKER NON-VOTE 17,093,586 5,228,100 798,708 -
Item 8.01. Other Events.
In connection with the shareholder vote at the General Meeting, public shareholders had the right to elect to redeem all or a portion of their public shares for a per-share price calculated in accordance with the Silver Spike's charter. Public shareholders holding 10,012 Class A ordinary shares validly elected to redeem their public shares. Public shareholders who elected to redeem their public shares may revoke their elections at any time prior to the Closing.
The Closing is expected to occur on
CAUTION ABOUT FORWARD-LOOKING STATEMENTS
The information in this Current Report includes "forward-looking statements"
within the meaning of the "safe harbor" provisions of the United States Private
Securities Litigation Reform Act of 1995. Forward-looking statements may be
identified by the use of words such as "estimate," "plan," "project,"
"forecast," "intend," "will," "expect," "anticipate," "believe," "seek,"
"target" or other similar expressions that predict or indicate future events or
trends or that are not statements of historical matters. These forward-looking
statements include, but are not limited to, statements regarding estimates and
forecasts of financial and performance metrics, projections of market
opportunity and market share, expectations and timing related to commercial
product launches, potential benefits of the transaction and the potential
success of WMH's go-to-market strategy, and expectations related to the terms
and timing of the transaction. These statements are based on various
assumptions, whether or not identified in this Current Report, and on the
current expectations of WMH's and Silver Spike's management and are not
predictions of actual performance. These forward-looking statements are provided
for illustrative purposes only and are not intended to serve as, and must not be
relied on by any investor as, a guarantee, an assurance, a prediction or a
definitive statement of fact or probability. Actual events and circumstances are
difficult or impossible to predict and will differ from assumptions. Many actual
events and circumstances are beyond the control of WMH and Silver Spike. These
forward-looking statements are subject to a number of risks and uncertainties,
including changes in domestic and foreign business, market, financial, political
and legal conditions? the inability of the parties to successfully or timely
consummate the proposed Business Combination? failure to realize the anticipated
benefits of the proposed Business Combination? risks relating to the uncertainty
of the projected financial information with respect to WMH? future global,
regional or local economic and market conditions affecting the cannabis
industry? the development, effects and enforcement of laws and regulations,
including with respect to the cannabis industry? WMH's ability to successfully
capitalize on new and existing cannabis markets, including its ability to
successfully monetize its solutions in those markets? WMH's ability to manage
future growth? WMH's ability to develop new products and solutions, bring them
to market in a timely manner, and make enhancements to its platform and WMH's
ability to maintain and grow its two sided digital network, including its
ability to acquire and retain paying customers? the effects of competition on
WMH's future business? the ability of Silver Spike or the combined company to
issue equity or equity-linked securities in connection with the proposed
Business Combination or in the future? the outcome of any potential litigation,
government and regulatory proceedings, investigations and inquiries? and those
factors discussed in Silver Spike's final prospectus dated
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Item 9.01. Exhibits and Financial Statements.
The following exhibits are furnished as part of this report:
Exhibit No. Description 2.1 First Amendment, datedJune 10, 2021 to Agreement and Plan of Merger, datedDecember 10, 2020 , by and among Silver Spike, Merger Sub, WMH and the Holder Representative named therein
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