Current Report Filing (8-k)
03 August 2022 - 08:05PM
Edgar (US Regulatory)
Alpha Capital Acquisition Co 00-0000000
false 0001836547 +1 0001836547 2022-08-02 2022-08-02 0001836547
us-gaap:CommonClassAMember 2022-08-02 2022-08-02 0001836547
us-gaap:WarrantMember 2022-08-02 2022-08-02 0001836547
aspc:ClassACommonStockAndWarrantsMember 2022-08-02 2022-08-02
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): August 2,
2022
ALPHA
CAPITAL ACQUISITION COMPANY
(Exact name of registrant as specified in its charter)
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Cayman Islands |
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001-40080 |
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N/A |
(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
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1230 Avenue of the Americas, 16thFloor
New York, New York, 10020
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(Address of principal executive
offices, including zip code) |
Registrant’s telephone number, including area code: (732)
838-4533
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:
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the
Act:
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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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Class A ordinary shares, par
value $0.0001 per share |
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ASPC |
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The Nasdaq Capital
Market |
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Redeemable warrants, each whole
warrant exercisable for one Class A ordinary share at an exercise
price of $11.50 |
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ASPCW |
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The Nasdaq Capital
Market |
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Units, each consisting of one
Class A ordinary share and one-half of one redeemable
warrant |
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ASPCU |
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The Nasdaq Capital
Market |
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 5.02. |
Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
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As described below under Item 5.07 of this Current Report on Form
8-K, on August 2,
2022, Alpha Capital Acquisition Company (the “Company”, “Alpha” or “we”) convened an extraordinary general
meeting (the “General
Meeting”) to approve, among other things, the previously
announced business combination of the Company and Semantix
Tecnologia em Sistema de Informação S.A (the “Business Combination”).
| Item 5.07. |
Submission of Matters to a Vote of Security Holders.
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Set forth below are the final voting results for each of the
proposals submitted to a vote of the shareholders of the Company at
the General Meeting:
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Votes For |
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Votes Against |
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Abstentions |
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1. |
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A proposal to, as a special
resolution, authorize, approve and confirm in all respects the
transactions contemplated by the Business Combination Agreement,
dated as of November 16, 2021 (as may be amended,
supplemented, or otherwise modified from time to time), by and
among Alpha Capital Acquisition Company, Alpha Capital Holdco
Company, Alpha Merger Sub I Company, Alpha Merger Sub II Company,
Alpha Merger Sub III Company and Semantix Tecnologia em Sistema de
Informação S.A., pursuant to which, among other things, Semantix
Tecnologia em Sistema de Informação S.A. and Alpha Capital
Acquisition Company will become wholly owned subsidiaries of Alpha
Capital Holdco Company, on the terms and conditions set forth
therein; |
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19,286,974 |
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3,865,840 |
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12,355 |
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Votes For |
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Votes Against |
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Abstentions |
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2. |
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A proposal to, as a special
resolution, authorize, approve and confirm in all respects
(i) the Plan of Merger, (ii) Alpha Capital Acquisition
Company’s entry into the Plan of Merger, and (iii) the merger
of Alpha Merger Sub I Company with and into Alpha Capital
Acquisition Company, with Alpha Capital Acquisition Company
surviving the merger as a wholly owned subsidiary of Alpha Capital
Holdco Company; |
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19,286,974 |
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3,865,840 |
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12,355 |
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Votes For |
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Votes Against |
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Abstentions |
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3. |
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A proposal to, as a special
resolution, the principal differences between the existing amended
and restated memorandum and articles of association of Alpha
Capital Acquisition Company and the amended and restated memorandum
and articles of association of Alpha Capital Holdco Company as
attached to the accompanying proxy statement/prospectus as Annex C
and as described in the Governing Documents Proposal 3A; |
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20,835,308 |
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2,317,411 |
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12,450 |
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Votes For |
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Votes Against |
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Abstentions |
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4. |
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A proposal to, as a special
resolution, approve the principal differences between the existing
amended and restated memorandum and articles of association of
Alpha Capital Acquisition Company and the amended and restated
memorandum and articles of association of Alpha Capital Holdco
Company as attached to the accompanying proxy statement/prospectus
as Annex C and as described in the Governing Documents Proposal
3B; |
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20,835,403 |
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2,317,411 |
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12,355 |
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Votes For |
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Votes Against |
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Abstentions |
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5. |
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A proposal to, as a special
resolution, approve the principal differences between the existing
amended and restated memorandum and articles of association of
Alpha Capital Acquisition Company and the amended and restated
memorandum and articles of association of Alpha Capital Holdco
Company as attached to the accompanying proxy statement/prospectus
as Annex C and as described in the Governing Documents Proposal
3C; |
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20,835,403 |
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2,317,411 |
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12,355 |
Based upon the submission of proxies and ballots, a majority of the
shares of Alpha ordinary shares issued and outstanding and entitled
to vote at the close of business on the record date were present at
the General Meeting by proxy or by attendance via the virtual
meeting website, which constituted a quorum. Proposal 1 was
approved by the required vote. Proposal 2 was approved by the
required vote. Proposal 3 was approved by the required vote.
Proposal 4 was approved by the required vote. Proposal 4 was
approved by the required vote. Proposal 5 was approved by the
required vote.
In connection with the shareholder vote at the General Meeting,
Alpha’s public shareholders had the right to elect to redeem all or
a portion of their Class A ordinary shares for a per share
price calculated in accordance with Alpha’s organizational
documents. Alpha’s public shareholders holding 19,622,439
Class A ordinary shares validly elected to redeem their public
shares as of 5:00 p.m., Eastern Time, on August 2, 2022.
On August 2, 2022, Alpha issued a press release announcing the
results of the General Meeting. A copy of the press release is
attached as Exhibit 99.1.
The Closing is expected to occur on or about August 3, 2022,
subject to the satisfaction or waiver of the conditions with
respect to the Business Combination.
| Item 9.01. |
Financial Statements and Exhibits
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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 thereunto duly authorized.
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Alpha
Capital Acquisition Company |
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| Dated: August 2, 2022 |
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/s/ Rahim Lakhani
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Rahim Lakhani |
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Chief Financial Officer |
Alpha Capital Acquisition (NASDAQ:ASPC)
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