Current Report Filing (8-k)
14 February 2023 - 9:24AM
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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): February 13, 2023 (February 8, 2023)
Better World Acquisition
Corp.
(Exact name of registrant as specified in its charter)
Delaware |
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001-39698 |
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85-2448447 |
(State or other jurisdiction
of incorporation) |
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(Commission File Number) |
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(IRS Employer
Identification No.) |
775 Park Avenue
New York, New York 10021
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including area
code: (212) 450-9700
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)) |
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 Common Stock and one Redeemable Warrant |
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BWACU |
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The Nasdaq Stock Market LLC |
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Common Stock, par value $0.0001 per share |
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BWAC |
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The Nasdaq Stock Market LLC |
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Warrants, each exercisable for one share of Common Stock for $11.50 per share |
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BWACW |
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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 February 8, 2023, Better World
Acquisition Corp. (the “Company”) held a special meeting of stockholders (the “Meeting”). At the
Meeting, the Company’s stockholders approved a third amendment to the Company’s amended and restated certificate of incorporation,
as amended (the “Third Charter Amendment”) to extend the date by which the Company must consummate its 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”). On February 8, 2023, the Company filed the Third Charter Amendment with the Secretary of State of the
State of Delaware.
The foregoing description is
qualified in its entirety by reference to the Third Charter Amendment, a copy of which is attached as Exhibit 3.1 hereto and is incorporated
by reference herein.
Item 5.07. Submission
of Matters to a Vote of Security Holders.
At the Meeting, the Company’s
stockholders approved the Third Charter Amendment extending the date by which the Company must consummate its initial business combination
from February 17, 2023 to August 17, 2023 (the “Extension Amendment Proposal”).
The final voting results for the
Extension Amendment Proposal were as follows:
For |
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Against |
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Abstain |
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Broker Non-Votes |
6,568,380 |
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115,756 |
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0 |
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0 |
In connection with the Meeting,
stockholders holding 1,213,453 shares of the Company’s common stock exercised their right to redeem such shares for a pro rata
portion of the funds in the Company’s trust account (the “Trust Account”). As a result, approximately $12.9
million (approximately $10.60 per share) will be removed from the Trust Account to pay such holders and approximately $31.8 million will
remain in the Trust Account. Following redemptions, the Company will have 3,000,000 public shares outstanding and the Company will deposit
the initial $120,000 into the Trust Account in connection with the Third Charter Amendment.
Item 9.01 Financial Statements and Exhibits.
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(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.
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Better World Acquisition Corp. |
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Dated: February 13, 2023 |
By: |
/s/ Peter S.H. Grubstein |
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Name: |
Peter S.H. Grubstein |
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Title: |
Chief Financial Officer |
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