Item 1.01. Entry into a Material Definitive Agreement.
The information included in Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01 to the extent required herein.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On
The Note does not bear interest and the principal balance will be payable on the earlier of: (i) the date on which the Company consummates its initial business combination and (ii) the date that the winding up of the Company is effective. The Note is subject to customary events of default, the occurrence of certain of which automatically triggers the unpaid principal balance of the Note and all other sums payable with regard to the Note becoming immediately due and payable.
The issuance of the Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
The foregoing description of the Note is qualified in its entirety by reference to the full text of the Note, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information included 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.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On
At the Special Meeting, the Company's stockholders approved the following items:
(i) a proposal to amend the Company's amended and restated certificate of
incorporation (the "Charter"), in the form set forth as Annex A to the Proxy
Statement (as defined below) for the Special Meeting (the "Charter Amendment"),
to extend the date by which the Company must consummate an initial business
combination (the "Extension") from
1
The affirmative vote of at least a majority of the outstanding shares of Common Stock entitled to vote thereon at the Special Meeting was required to approve the Charter Amendment Proposal, a plurality of the shares of Class B Common Stock entitled to vote thereon and voted in person (by virtual attendance) or by proxy at the Special Meeting was required for the re-election of the directors in the Director Election Proposal, and the affirmative vote of at least a majority of the shares of Common Stock entitled to vote thereon and voted in person (by virtual attendance) or by proxy at the Special Meeting was required to approve the Auditor Ratification Proposal.
Set forth below are the final voting results for each of the proposals presented at the Special Meeting:
Charter Amendment Proposal
The Charter Amendment Proposal was approved. The voting results of the shares of Common Stock were as follows:
For Against Abstain Broker Non-Votes 15,060,351 1,374,906 0 1,987,327 Director Election Proposal
The Director Election Proposal was approved, and each of Messrs.
Director For Withheld Broker Non-Votes William G. LaPerch 4,125,000 0 0 William T. Allen 4,125,000 0 0
Auditor Ratification Proposal
The Auditor Ratification Proposal was approved. The voting results of the shares of Common Stock were as follows:
For Against Abstain Broker Non-Votes 17,786,148 631,528 4,908 0
Following the Special Meeting, on
Item 8.01. Other Events.
On
Additionally, in connection with the implementation of the Extension, the
Company's public stockholders elected to redeem 11,584,852 shares of Class A
Common Stock at a redemption price of approximately
Upon completion of the Class
2 Forward Looking Statements
This Current Report on Form 8-K includes "forward-looking statements" within the
meaning of the safe harbor provisions of the United States Private Securities
Litigation Reform Act of 1995. Certain of these forward-looking statements can
be identified by the use of words such as "believes," "expects," "intends,"
"plans," "estimates," "assumes," "may," "should," "will," "seeks," or other
similar expressions. Such statements may include, but are not limited to,
statements regarding any Contributions to the Trust Account and the completion
of the Class
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 3.1 Amendment to the Amended and Restated Certificate of Incorporation of the Company, datedApril 10, 2023 10.1 Promissory Note issued in favor of Schultze Special PurposeAcquisition Sponsor II, LLC , datedApril 10, 2023 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3
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