SPINDLETOP HEALTH ACQUISITION CORP. Item 1.01 Entry into a Material Definitive Agreement
The information set forth in Item 3.01 of this Current Report on Form 8-K related to the Trust Amendment (as defined below) is incorporated herein by reference.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On
Additionally, the stockholders of the Company approved an amendment to the
Investment Management Trust Agreement, dated
The stockholders further approved an adjournment of the Special 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 for, or otherwise in connection with, the first and second proposal (the "Adjournment Proposal").
Because the Company will not be able to complete an Initial Business Combination
by the Amended Termination Date, the Company will (i) promptly, cease all
operations, except for the purpose of winding up; (ii) as promptly as reasonably
possible but not more than ten business days after the Amended Termination Date,
redeem the shares of Class A Common Stock (the "Redemption") at a per-share
price, payable in cash, equal to the aggregate amount on deposit in a trust
account established for the benefit of the holders of Class A Common Stock (the
"Trust Account") as of the Amended Termination Date, including interest earned
on the funds held in the Trust Account and not previously released to the
Company to pay its tax obligations (less up to an additional
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On
Item 3.03. Material Modification to Rights of Security Holders.
The information under Item 3.01 regarding the Charter Amendment, the Trust Amendment and the Redemption is incorporated into this Item 3.03 by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
The information under Item 3.01 regarding the Charter Amendment is incorporated into this Item 5.03 by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Company's special meeting of stockholders held on
The following is a tabulation of the votes with respect to the Charter Amendment Proposal, which was approved by the Company's stockholders:
For Against Abstain 24,763,513 1 0
The following is a tabulation of the votes with respect to the Trust Amendment Proposal, which was approved by the Company's stockholders:
For Against Abstain 24,763,513 1 0
The following is a tabulation of the votes with respect to the Adjournment Proposal, which was approved by the Company's stockholders:
For Against Abstain 24,726,587 4,429 32,498
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In connection with the approval and implementation of the Charter Amendment, the
holders of 22,909,870 shares of Class A Common Stock exercised their right to
redeem their shares for cash at a redemption price of approximately
In addition, on
Item 8.01. Other Events
There will be no redemption rights or liquidating distributions with respect to the Redeemable Warrants, which will expire worthless upon the liquidation of the Company.
Following the redemptions in connection with the approval and implementation of
the Charter Amendment, the total amount held in the Trust Account was
approximately
On
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description of Exhibits
3.1 Certificate of Amendment to the Registrant's Amended and Restated
Certificate of Incorporation.
10.1 Amendment to Investment Management Trust Agreement, dated as of
December 20, 2022 , by and between the Company and Continental Stock
Transfer & Trust Company .
99.1 Spindletop Health Acquisition Corp. , Press Release dated
December 23, 2022 .
104 Cover Page Interactive Data File-Embedded within the inline XBRL
document.
Forward-Looking Statements
This Current Report on Form 8-K includes certain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995,
Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and
Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") that are not historical facts and involve risks and uncertainties that
could cause actual results to differ materially from those expected and
projected. All statements, other than statements of historical fact included in
this press release, including, without limitation, regarding the early
liquidation, de-listing of the Company's Securities and Redemption Amount, are
forward-looking statements. Words such as "expect" and "intend" and variations
and similar words and expressions are intended to identify such forward-looking
statements. Such forward-looking statements relate to future events or future
performance, but reflect management's current beliefs, based on information
currently available. A number of factors could cause actual events, performance
or results to differ materially from the events, performance and results
discussed in the forward-looking statements. For information identifying
important factors that could cause actual results to differ materially from
those anticipated in the forward-looking statements, please refer to the
publicly filed documents of the Company, including its most recent Annual Report
on Form 10-K and Quarterly Reports on Form 10-Q. The Company's securities
filings can be accessed on the
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