Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
Item 5.07. Submission of Matters to a Vote of Security Holders.
On
The final voting results for the Charter Proposals were as follows:
a. Extension Amendment - to extend the date by which the Company has to
consummate a business combination for one year, fromSeptember 21, 2022 toSeptember 21, 2023 , conditioned on the deposit of 200,000 shares of Class B common stock (to be converted into Class C common stock) into the Company'sIPO Trust account. FOR AGAINST ABSTAIN
16,941,320 861,650 0
b. Authorized Stock Amendment - to increase authorized stock from 86,000,000 to
120,000,000 shares, of which 100,000,000 shall be shares of common stock, consisting of 45,000,000 shares of Class A common stock, 10,000,000 shares of Class B common stock, 25,000,000 shares of Class C common stock and 20,000,000 shares of special common stock, and 20,000,000 shall be shares of preferred stock. FOR AGAINST ABSTAIN 14,266,141 2,911,829 625,000
c. Special Common Stock Amendment - to permit the Company's board of directors to
create special common stock in one or more series and to fix for each series the voting powers, designations, preferences, rights, qualifications, limitations and restrictions thereof. FOR AGAINST ABSTAIN 14,266,151 2,911,819 625,000
d. Class A Common Stock Amendment - to provide for (i) the right of a holder of
Class A common stock to convert into Class C common stock on a one-for-one basis, (ii) the right of the Company to redeem Class A common stock in exchange for a pro rata share of the net cash (and not stock) held in the Company's IPO trust account, unless the holder elects to receive Class C common stock issued on a one-for-one basis, plus a pro rata share of any stock held in the trust account, and (iii) upon such redemption the extinguishment of the legal force and effect of the business combination and trust account provisions contained in paragraphs A through I of Article Sixth of the charter. FOR AGAINST ABSTAIN 14,276,182 2,816,001 710,787 1
e. Class B Common Stock Amendment - to (i) eliminate the Class B common stock
anti-dilution provisions that require adjustment to maintain the specified 20% class ownership, and (ii) provide for the right of a holder of Class B common stock to convert into Class C common stock on a one-for-one basis FOR AGAINST ABSTAIN 14,276,182 2,901,689 625,100
f. Article Sixth Amendment - to (i) eliminate the requirement to maintain
$5,000,001 of net tangible book value prior to or upon consummation of a business combination, and (ii) revise paragraph I of Article Sixth of the charter to permit prior to a business combination the issuance of common stock or securities convertible into common stock or the issuance of securities which vote as a class with the common stock on any manner by eliminating the restrictions on such issuance from paragraph I. FOR AGAINST ABSTAIN 15,462,932 1,714,938 625,100
Stockholders holding 15,453,391 shares of the Company's Class A common stock
exercised their right to redeem such shares for a pro rata portion of the funds
in the Company's IPO trust account. As a result, approximately
Following the redemption, the Company had 2,046,609 shares of Class A common
stock outstanding. After funding of the redemptions and accounting for prior
permitted withdrawals to pay taxes, the trust account will contain approximately
Item 8.01. Other Events.
On or before
The Sponsor also owns Private Placement Warrants exercisable for 6,150,000 shares of Class A common stock which are not currently exercisable.
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 Amended and Restated Certificate of Incorporation. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2
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