Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As described below under Item 5.07 of this Current Report on Form 8-K, on
Item 5.07. Submission of Matters to a Vote of Security Holders.
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:
Votes For Votes Against Abstentions
1. A proposal to, as a special resolution,
authorize, approve and confirm in all respects the transactions contemplated by the Business Combination Agreement, dated as ofNovember 16, 2021 (as may be amended, supplemented, or otherwise modified from time to time), by and amongAlpha Capital Acquisition Company , Alpha Capital Holdco Company, Alpha Merger Sub I 19,286,974 3,865,840 12,355 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. andAlpha Capital Acquisition Company will become wholly owned subsidiaries ofAlpha Capital Holdco Company , on the terms and conditions set forth therein; Votes For Votes Against Abstentions
2. 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 19,286,974 3,865,840 12,355Sub I Company with and intoAlpha Capital Acquisition Company , withAlpha Capital Acquisition Company surviving the merger as a wholly owned subsidiary ofAlpha Capital Holdco Company ; Votes For Votes Against Abstentions
3. 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 20,835,308 2,317,411 12,450 and articles of association ofAlpha Capital Holdco Company as attached to the accompanying proxy statement/prospectus as Annex C and as described in the Governing Documents Proposal 3A; Votes For Votes Against Abstentions
4. 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 20,835,403 2,317,411 12,355 and articles of association ofAlpha 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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Votes For Votes Against Abstentions 5. 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 20,835,403 2,317,411 12,355 and articles of association ofAlpha Capital Holdco Company as attached to the accompanying proxy statement/prospectus as Annex C and as described in the Governing Documents Proposal 3C;
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.
Item 8.01. Other Events.
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
On
The Closing is expected to occur on or about
Item 9.01. Financial Statements and Exhibits
Exhibit No. Description 99.1 Press Release datedAugust 2, 2022 . 104 Cover page Interactive Data File (embedded within the Inline XBRL document)
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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.
Alpha Capital Acquisition Company Dated:August 2, 2022 /s/Rahim Lakhani Rahim Lakhani Chief Financial Officer
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