Current Report Filing (8-k)
19 November 2022 - 08:07AM
Edgar (US Regulatory)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November
15, 2022
Aequi Acquisition Corp.
(Exact name of registrant as specified in its charter)
Delaware |
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001-39715 |
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85-2850133 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
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(IRS Employer
Identification No.) |
500 West Putnam Avenue, Suite
400
Greenwich, CT 06830
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area
code: (917) 297-4075
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐ |
|
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
☐ |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12) |
☐ |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on
which registered |
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Units, each consisting of one share of Class A Common Stock and
one-third of one Redeemable Warrant |
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ARBGU |
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The Nasdaq Stock
Market LLC |
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|
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Class A Common Stock, par value $0.0001 per
share |
|
ARBG |
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The Nasdaq
Stock Market LLC |
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|
|
Redeemable Warrants, each whole warrant exercisable for one share
of Class A Common Stock at an exercise price of
$11.50 |
|
ARBGW |
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The Nasdaq Stock
Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act.
Item 5.03. Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year.
On November 15, 2022, Aequi Acquisition Corp., a Delaware
corporation (the “Company”), held a special meeting in lieu
of annual meeting of stockholders (the “Meeting”). At the
Meeting, the Company’s stockholders approved an amendment (the
“Charter Amendment”) to the Company’s Amended and Restated
Certificate of Incorporation to extend the date by which the
Company must consummate its initial business combination (the
“Initial Business Combination”) from November 24, 2022 to
August 24, 2023 (or such earlier date as determined by the Board of
Directors of the Company). On November 15, 2022, the Company filed
a copy of the Charter Amendment with the Secretary of State of the
State of Delaware. A copy of the Charter Amendment is attached as
Exhibit 3.1 hereto and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security
Holders.
At the Meeting, the Company’s stockholders approved the Charter
Amendment extending the date by which the Company must consummate
the Initial Business Combination from November 24, 2022 to August
24, 2023 (the “Extension Amendment Proposal”).
The final voting results for the Extension Amendment Proposal were
as follows:
For |
|
Against |
|
Abstain |
19,768,103 |
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3,575,625 |
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496,341 |
In connection with the Meeting, stockholders holding 19,410,956
shares of Class A common stock (the “public shares”)
exercised their right to redeem their shares for a pro rata portion
of the funds in the Company’s trust account (the “Trust
Account”). As a result, approximately $195.5 million
(approximately $10.07 per public share) will be removed from the
Trust Account to pay such holders and approximately $36.1 million
will remain in the Trust Account. Following redemptions, the
Company will have 3,589,044 public shares outstanding.
Item 9.01 Financial Statements and Exhibits.
(d) |
Exhibits.
The following exhibits are filed with this Form 8-K: |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
Dated: November 18, 2022
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AEQUI ACQUISITION CORP. |
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By: |
/s/ Hope S. Taitz |
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Name: |
Hope S. Taitz |
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Title: |
Chief Executive Officer and
interim Chief Financial Officer
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