Item 8.01. Other Events.
As previously announced, Better
World Acquisition Corp. (the “Company”) has called and provided a notice of a special meeting of stockholders (the
“Special Meeting”) to be held on February 8, 2023, at 10:00 a.m. Eastern time, as a virtual meeting, to consider and
vote upon the matters described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on
January 17, 2023 (as may be amended, the “Proxy Statement”). At the Meeting, stockholders will be asked to vote on
a proposal to approve an extension of the date by which the Company much consummate an initial business combination from February 17,
2023 to August 17, 2023, or such earlier date as determined by the Company’s board of directors (the “Extension”).
Defined terms used but not defined herein have the meanings set forth in the Proxy Statement.
The
Company is providing its stockholders and other interested parties with the following updates to the terms of the Extension, including
that:
| · | the monthly loan amount that BWA Holdings LLC (the “Sponsor”) will contribute to the
Trust Account will increase from $0.04 to $0.045 for each Public Share that is not redeemed while retaining the $120,000 maximum monthly
amount to be contributed by the Sponsor; |
| · | the Company currently anticipates that the per-share price at which Public Shares will be redeemed
from cash held in the Trust Account will be approximately $10.58, after taking into account the removal of a portion of the
accrued interest in the Trust Account to pay taxes; and |
| · | the proceeds deposited in the Trust Account and the interest earned thereon shall not be used to pay for
any Excise Tax due under the IR Act in connection with any redemptions of the Public Shares. |
The
Company plans to continue to solicit proxies from stockholders during the period prior to the Special Meeting. Only the holders of the
Company’s common stock as of the close of business on January 11, 2023, the record date for the Special Meeting, are entitled to
vote at the Special Meeting.
Additional information
regarding the foregoing updates to the terms of the Extension is set forth below.
Change
in Monthly Loan Amount
The
Proxy Statement provides that the monthly loan amount that the Sponsor or its designees will contribute to the Trust Account in connection
with the Extension will be equal to (i) the lesser of (x) an aggregate of $120,000 or (y) $0.04 for each Public Share that is not redeemed
(such amount, the “Monthly Amount”) plus (ii) if the Business Combination is not consummated by March 17, 2023, the
Monthly Amount for each calendar month (commencing on March 17, 2023 and ending on the 16th day of each subsequent month), or portion
thereof, that is needed by the Company to complete the Business Combination until August 17, 2023.
The
Sponsor has agreed to increase the Monthly Amount from $0.04 to $0.045 for each Public Share that is not redeemed while retaining the
$120,000 maximum Monthly Amount. Accordingly, the amount contributed per share will depend on the number of Public Shares that remain
outstanding after redemptions in connection with the Extension and the length of the Extension period that will be needed to complete
an initial business combination. If more than 2,666,667 Public Shares remain outstanding after redemptions in connection with the Extension,
then the amount paid per share will be reduced proportionately. For example, if the Company completes an initial business combination
on August 17, 2023, which would represent six calendar months, no Public Shares are redeemed and all of the Public Shares remain outstanding
in connection with the Extension, then the aggregate amount contributed per share will be approximately $0.17 per share, with the aggregate
maximum contribution to the Trust Account being $720,000. However, if 1,546,786 Public Shares are redeemed and 2,666,667 Public Shares
remain outstanding after redemptions in connection with the Extension, then the amount contributed per share for such six-month period
will be approximately $0.27 per share.
Anticipated
Redemption Price
The
Proxy Statement provides that as of the record date for the Special Meeting, based on funds in the Trust Account of approximately $44.7
million as of such date, the pro rata portion of the funds available in the Trust Account for the redemption of Public Shares was anticipated
to be approximately $10.61 per share before taking into account the removal of the accrued interest in the Trust Account to pay our taxes.
After receipt of additional interest and further calculations, the Company currently anticipates that the per-share price at which
Public Shares will be redeemed from cash held in the Trust Account will be approximately $10.58, after taking into account the
removal of a portion of the accrued interest in the Trust Account to pay taxes.
Indemnification
of Excise Tax Liabilities
Additionally,
as previously disclosed in the Proxy Statement, on August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”)
was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax (the “Excise Tax”)
on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries
of publicly traded foreign corporations. The Excise Tax is imposed on the repurchasing corporation itself, not its stockholders from which
shares are repurchased. The amount of the Excise Tax is generally 1% of the fair market value of the shares repurchased at the time of
the repurchase.
Any
redemption or other repurchase that occurs in connection with an initial business combination or other stockholder vote pursuant to which
stockholders would have a right to submit their shares for redemption such as the Extension (a “Redemption Event”)
may be subject to the Excise Tax. The extent to which the Company would be subject to the Excise Tax in connection with a Redemption Event
would depend on a number of factors, including: (i) the fair market value of the redemptions and repurchases in connection with the Redemption
Event, (ii) the nature and amount of any “PIPE” or other equity issuances in connection with an initial business combination
(or otherwise issued not in connection with the Redemption Event but issued within the same taxable year of an initial business combination),
(iii) if the Company fails to timely consummate an initial business combination and liquidates in a taxable year following a Redemption
Event and (iv) the content of any proposed or final regulations and other guidance from the Treasury Department. In addition, because
the Excise Tax would be payable by the Company and not by the redeeming holders, the mechanics of any required payment of the Excise Tax
remains to be determined.
In the event that the Extension
is implemented, the proceeds deposited in the Trust Account and the interest earned thereon shall not be used to pay for any Excise Tax
due under the IR Act in connection with any redemptions of the Public Shares in connection with a Redemption Event.
The Company also notes that it
will pay the costs of any subsequent liquidation from its remaining assets outside of the Trust Account. If such funds are insufficient,
the Sponsor has contractually agreed to advance the Company the funds necessary to complete such liquidation and has contractually agreed
not to seek repayment for such expenses.
Forward-Looking Statements
This Current
Report on Form 8-K (“Report”) includes forward-looking statements that involve risks and uncertainties. Forward-looking
statements are statements that are not historical facts. Such forward-looking statements are subject to risks and uncertainties, which
could cause actual results to differ from the forward-looking statements. These forward-looking statements and factors that may cause
such differences include, without limitation, uncertainties relating to the Company’s stockholder approval of the Extension Amendment
Proposal and the other proposals described in the Proxy Statement, its inability to complete an initial business combination within the
required time period or, and other risks and uncertainties indicated from time to time in filings with the SEC, including the Company’s
Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and subsequent Quarterly Reports for the quarters ended March 31,
2022, June 30, 2022 and September 30, 2022 and other documents the Company has filed, or will file, with the SEC. Readers are cautioned
not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company expressly disclaims
any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect
any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any
statement is based.
Participants in the Solicitation
The Company
and its directors, executive officers, other members of management and employees, under SEC rules, may be deemed to be participants in
the solicitation of proxies from the securityholders of the Company in favor of the approval of the Extension Amendment Proposal and the
other proposals described in the Proxy Statement. Investors and security holders may obtain more detailed information regarding the names,
affiliations and interests of the Company’s directors and officers in the Proxy Statement, which may be obtained free of charge
from the sources indicated above.
No Offer or Solicitation
This Report
shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Extension
Amendment Proposal. This communication shall also not constitute an offer to sell or the solicitation of an offer to buy any securities,
nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
Additional Information
and Where to Find It
The
Company urges investors, stockholders and other interested persons to read the Proxy Statement as well as other documents filed by the
Company with the SEC, because these documents will contain important information about the Company and the Extension Amendment Proposal.
Stockholders may obtain copies of the Proxy Statement, without charge, at the SEC’s website at www.sec.gov or by directing a request
to Advantage Proxy, Inc. at (877) 870-8565 or ksmith@advantageproxy.com.