Item 1.01 Entry into a Material Definitive Agreement.
The information disclosed in Item 5.07 of this Current Report on Form 8-K is
incorporated by reference into this Item 1.01 to the extent required herein. As
approved by its stockholders at the Special Meeting (defined below),
On
(i) the closing of a merger, consolidation or other business combination pursuant
to which the Company acquires an entity for its initial business combination; or
(ii) the liquidation of RWOD on or before the date of the 12 month anniversary of
RWOD's initial public offering (the "IPO") (or up to the 18 month anniversary of the IPO if RWOD extends the period of time to consummate a business combination), or such later liquidation date as may be approved by RWOD's stockholders, that occurs while the Note is outstanding or any time thereafter prior to the repayment of the Note.
The foregoing description is qualified in its entirety by reference to the Note, a copy of which is attached as Exhibit 10.2 hereto and is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws? Change in Fiscal
Year.
The information disclosed in Item 5.07 of this Current Report on Form 8-K is
incorporated by reference into this Item 5.03 to the extent required herein. As
approved by its stockholders at the Special Meeting, RWOD filed a certificate of
amendment to its amended and restated certificate of incorporation (the "Charter
Amendment") which became effective upon filing. The Charter Amendment changed
the date by which RWOD must consummate an initial business combination from
Item 5.07. Submissions of Matters to a Vote of Security Holders.
On
1
The final results for RWOD of the matters submitted to a vote of RWOD's stockholders at the Special Meeting are as follows:
Matters Voted On For Against Abstain
Proposal to amend RWOD's Amended and Restated Certificate of
Incorporation to allow RWOD to extend the date by which RWOD must
consummate a business combination (the "Extension") from
11,728,754 1,185,182 0
Proposal to amend the Investment Management Trust Agreement,
dated
11,728,754 1,185,182 0
Each of the proposals described above was approved by RWOD's stockholders. RWOD's stockholders elected to redeem an aggregate 6,103,350 shares of common stock in connection with the Special Meeting.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits: Exhibit No. Description 3.1 Certificate of Amendment, datedApril 4, 2023 , to Amended and Restated Certificate of Incorporation of RWOD 10.1 Amendment to the Investment Management Trust Agreement, datedApril 4, 2023 , by and between RWOD andContinental Stock Transfer & Trust Company . 10.2 Promissory Note toRedwoods Capital LLC , datedMarch 30, 2023 . 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) 2
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