Item 5.07. Submission
of Matters to a Vote of Security Holders.
On
March 15, 2023, the Company held a special meeting in lieu of its 2023 annual meeting of stockholders (the “special meeting”).
On February 7, 2023, the record date for the special meeting, there were 35,937,500 shares of common stock outstanding entitled to be
voted at the special meeting (consisting of 28,750,000 shares of Class A common stock and 7,187,500 shares of Class B common stock of
the Company), approximately 76.1% of which were represented in person or by proxy at the special meeting.
The
final results for each of the matters submitted to a vote of the Company’s stockholders at the special meeting are as follows:
1. Charter Amendment Proposal
The
stockholders approved the proposal to amend the Company’s Charter (the “Charter Amendment”), to extend the date by which
the Company has to consummate a business combination for an additional nine months, from March 19, 2023 (the “Termination Date”)
to up to December 19, 2023 by electing to extend the date to consummate an initial business combination on a monthly basis for up to nine
times by an additional one month each time after the Termination Date, until December 19, 2023 or a total of up to nine months after the
Termination Date, or such earlier date as determined by our board of directors (the “Board”), unless the closing of the Company’s
initial business combination shall have occurred, which we refer to as the “Extension,” and such later date, the “Extended
Date”, provided that the Sponsor (or its affiliates or permitted designees) will deposit into a trust account established for the
benefit of the Company’s public stockholders (the “trust account”) an amount determined by multiplying $0.03 by the
number of public shares then outstanding, up to a maximum of $105,000 for each such one-month extension unless the closing of the Company’s
initial business combination shall have occurred, in exchange for a non-interest bearing, unsecured promissory note payable upon consummation
of a business combination (each, an “Extension Payment”). The voting results were as follows:
FOR | |
AGAINST | |
ABSTAIN | |
BROKER NON-VOTES |
24,733,288 | |
3,097,106 | |
0 | |
0 |
2. Trust Amendment Proposal
The
stockholders approved the proposal to amend the Investment Management Trust Agreement, dated as of March 16, 2021, by and between the
Company and Continental Stock Transfer & Trust Company and (the “Trust Agreement”), in the form set forth as Annex B to
the proxy statement (the “Trust Amendment”), to provide for the Extension to the Extended Date pursuant to the Charter Amendment.
The voting results were as follows:
FOR | |
AGAINST | |
ABSTAIN | |
BROKER NON-VOTES |
24,733,288 | |
3,097,106 | |
0 | |
0 |
Re-election of Class
I Directors
On
March 15, 2023, the holders of Class B common stock of the Company re-elected each of Jacob Doft, Brett Barth and Lloyd Dean as Class
I directors, each to serve for a three-year term or until the election and qualification of their respective successors in office, subject
to their earlier death, resignation or removal. Under the Company’s Charter, holders of Class B common stock have the exclusive
right to elect, remove and replace any director.