Current Report Filing (8-k)
09 March 2023 - 10:02PM
Edgar (US Regulatory)
0001842386
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0001842386
2023-03-08
2023-03-08
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iso4217:USD
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of The
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
March 8, 2023
VECTOR ACQUISITION CORPORATION II
(Exact name of registrant as specified in its
charter)
| Cayman Islands |
|
001-39560 |
|
98-1575612 |
|
(State or other jurisdiction of
incorporation or organization) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
|
One Market Street
Steuart Tower, 23rd Floor
San Francisco, California |
|
94105 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (415) 293-5000
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 |
|
Trading Symbol(s) |
|
Name of each exchange on which
registered |
| Class A Ordinary Shares |
|
VAQC |
|
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 or Rule 12b-2 of the Securities Exchange Act of 1934.
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 1.01. Entry into a Material Definitive Agreement.
On March 8, 2023, Vector Acquisition Corporation
II (the “Company”) held an annual general meeting of shareholders (the “Meeting”)
to vote on the proposals described under Item 5.07 of this Current Report on Form 8-K (the “Current Report”).
At the Meeting, the shareholders approved a proposal (the “Trust Amendment Proposal”) to amend the Company’s
investment management trust agreement, dated as of March 9, 2021 (the “IMTA”), by and between the Company and
Continental Stock Transfer & Trust Company (“CST”), to extend the date by which the Company has to consummate
a business combination from March 12, 2023 to March 12, 2024 or such earlier date as is determined by the Company’s board of directors
(the “Board”) to be in the best interests of the Company.
Following such approval by the Company’s
shareholders, the Company and CST entered into Amendment No. 1 to the IMTA on March 8, 2023 (the “IMTA Amendment”).
The foregoing description of the IMTA Amendment does not purport to be complete and is qualified in its entirety by reference to the full
text of the IMTA Amendment, a copy of which is filed herewith as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 3.03. Material Modification to Rights
of Security Holders
The information disclosed in Item 5.03 of this
Current Report with respect to the Extension Amendment and the Redemption Limitation Amendment (each as defined below) is incorporated
by reference into this Item 3.03 to the extent required.
Item 5.03. Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year.
At the Meeting, the Company’s
shareholders also approved two proposals to amend the Company’s amended and restated memorandum and articles of association (the
“Articles”). The first such proposal (the “Extension Amendment Proposal”) sought to
amend the Articles to extend the date by which the Company has to consummate a business combination from March 12, 2023 to March 12, 2024
or such earlier date as is determined by the Board to be in the best interests of the Company (the “Extension Amendment”).
The second such proposal (the “Redemption Limitation Amendment Proposal”) sought to amend the Articles to remove
the limitation that the Company shall not redeem Class A ordinary shares sold in its initial public offering to the extent that such redemption
would cause the Company’s net tangible assets to be less than $5,000,001 (the “Redemption Limitation Amendment”).
The foregoing description
is qualified in its entirety by reference to the amendment to the Company’s Articles, 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, holders of 44,049,284 ordinary shares (consisting of 32,799,284 Class A ordinary shares and 11,250,000 founder shares
(as defined below)) were present in person, virtually over the Internet or by proxy, representing 76.8% of the voting power of the Company’s
ordinary shares as of February 16, 2023, the record date for the Meeting, and constituting a quorum for the transaction of business.
In addition to the Extension
Amendment Proposal, Redemption Limitation Amendment Proposal and Trust Amendment Proposal described above, the holders of the founder
shares voted on a fourth proposal at the Meeting to re-appoint David Kennedy as a Class I director, to serve until the 2026 annual general
meeting and until his successor is appointed and qualified (the “Director Proposal”).
The applicable shareholders
approved the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal, the Trust Amendment Proposal and the Director
Proposal.
The voting results for
each proposal were as follows:
The Extension Amendment
Proposal
| For |
|
Against |
|
Abstain |
| 40,491,912 |
|
3,557,372 |
|
0 |
The Redemption Limitation
Amendment Proposal
| For |
|
Against |
|
Abstain |
| 39,156,044 |
|
4,893,240 |
|
0 |
The Trust Amendment
Proposal
| For |
|
Against |
|
Abstain |
| 39,156,050 |
|
4,893,234 |
|
0 |
The Director Proposal
| For |
|
Against |
|
Abstain |
| 11,250,000 |
|
0 |
|
0 |
Item 8.01. Other Events.
Conversion of Founder
Shares
On March 8, 2023, the
holders of the Company’s outstanding Class B ordinary shares, par value $0.0001 per share (the “founder shares”),
converted all outstanding founder shares into Class A ordinary shares. Notwithstanding the conversions, such holders will not be entitled
to receive any monies held in the Company’s trust account as a result of their ownership of any Class A ordinary shares issued upon
conversion of the founder shares.
Redemptions
In connection with the vote
to approve the Extension Amendment Proposal, holders of 41,093,174 Class A ordinary shares exercised their right to redeem their shares
for cash at a redemption price of approximately $10.22 per share, for an aggregate redemption amount of approximately $420 million. As
a result, approximately $39.9 million will remain in the Company’s trust account and 16,256,826 Class A ordinary shares remain outstanding
(including the converted founder shares).
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed
with this Form 8-K:
SIGNATURES
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.
| Date: March 8, 2023 |
VECTOR ACQUISITION CORPORATION II |
| |
|
| |
By: |
/s/
Alex Slusky |
| |
Name: |
Alex Slusky |
| |
Title: |
Chief Executive Officer and Chairman |
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