07/11/2025 | Press release | Distributed by Public on 07/11/2025 08:02
Item 5.07 Submission of Matters to a Vote of Security Holders.
On July 7, 2025, the Company held a special meeting (the "Extension Meeting") to:
1) | amend the Company's certificate of incorporation (the "Charter Amendment Proposal") to extend the date by which the Company has to consummate an initial business combination to fifty-one (51) months from the effectiveness date of the Company's Form S-1 by the SEC, which was December 29, 2021, by depositing into the Trust Account (defined below) $10,000 for each one-month extension; | |
2) | amend the Company's investment management trust agreement, dated as of December 29, 2021, as subsequently amended (the "Trust Agreement"), by and between the Company and Continental Stock Transfer & Trust Company (the "Trustee"), to allow the Company to extend the Extended Termination Date to fifty-one (51) months from the effectiveness date of the Company's Form S-1 by the SEC, which was December 29, 2021, until March 29, 2026, (the "Trust Amendments Proposal"). |
The proposal to adjourn the Extension Meeting to a later date (the "Adjournment Proposal") was not presented because there were sufficient votes to approve each of the foregoing proposals.
As previously reported, on June 13, 2025, the Company issued a press release postponing the Meeting from 8:30 a.m. Eastern Time on June 13, 2025 to 8:30 a.m. Eastern Time on June 27, 2025, and on June 26, 2025, to allow time for additional votes on the proposals, the Company postponed the Meeting to July 7, 2025.
There were 1,702,285 Public Shares outstanding and there were 5,105,784 shares of Class A common stock (of which 2,874,999 are non-redeemable shares of Class A common stock that were converted from Founder Shares and 528,500 are shares underlying the Private Placement Units) and one share of Class B common stock for a total of 5,105,785 shares of Common Stock outstanding on the record date for the Extension Meeting, May 9, 2025. At the Extension Meeting, there were 3,384,144 shares of Common Stock present in person or by proxy, representing approximately 66.28% of the total shares of Common Stock outstanding as of the record date, which constituted a quorum.
The final voting results for the Charter Amendment Proposal were as follows:
For | Against | Abstain | ||
3,384,139 (66.28% of outstanding) | 5 | 0 |
The final voting results for the Trust Amendments Proposal were as follows:
For | Against | Abstain | ||
3,384,139 (66.28% of outstanding) | 5 | 0 |
Shareholders holding 1,693,044 public shares of the Company's shares of Class A Common Stock validly exercised and did not, as of the date of this Form 8-K, revoke their right to redeem such shares for a pro rata portion of the funds in the Company's Trust Account. As a result, assuming no redemption elections are reversed following the date of this 8-K and prior to the payment of funds from the Trust Account to such redeeming holders, approximately $20.333 million (expected to be approximately $12.01 per share) may be removed from the Trust Account to pay such holders. While the Company remains in active discussions with certain major stockholders with respect to reversing their redemption elections prior to making the redemption payments, but there can be no assurances that any agreement to this effect will be reached with such major stockholders prior to the payment of funds from the Trust Account to such holders and the irrevocable redemption of their Class A Common Stock.