Item 8.01 Other Events.
Adjournment of Shareholder Meeting
On
As a result of this postponement, the Shareholder Meeting will now be held at
The Company plans to continue to solicit proxies from shareholders during the
period prior to the Shareholder Meeting. Only holders of record of Class A
ordinary shares and Class B ordinary shares as of the close of business on
A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Supplement to the Proxy Statement
The Company further notes the need to amend and supplement the definitive proxy
statement on Schedule 14A (the "Proxy Statement") filed by the Company with the
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Correction to the Proxy Statement
The text of the proposed resolution related to Proposal No. 1 - The Extension Amendment Proposal amending the Memorandum and Articles of Association is amended and restated in its entirety to read as follows (corrections are marked, with new text bold and underlined, and deleted text bold and stricken through):
Proposal No. 1 - The Extension Amendment Proposal - RESOLVED, as a special resolution that:
a) the first sentence of Article 49.7 of AAC's Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new first sentence of Article 49.7:
"In the event that the Company does not consummate a Business Combination by
b) Article 49.8(a) of AAC's Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 49.8(a):
"to modify the substance or timing of the Company's obligation to: (i) allow
redemptions of the Public Shares in connection with a Business Combination; or
(ii) redeem 100 per cent of the Public Shares if the Company has not completed a
Business Combination by
Correction to Annex A to the Proxy Statement
The text of the proposed Amendment to the Memorandum and Articles of Association is amended and restated in its entirety to read as follows (corrections are marked, with new text bold and underlined, and deleted text bold and stricken through): PROPOSED AMENDMENT TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OFARES ACQUISITION CORPORATION
RESOLVED, as a special resolution, that the Amended and Restated Memorandum and
Articles of
(a) deleting the existing first sentence of Article 49.7 in its entirety and
the insertion of the following language in its place:
"In the event that the Company does not consummate a Business Combination by
(b) deleting the existing Article 49.8(a) in its entirety and the insertion
of the following language in its place:
"to modify the substance or timing of the Company's obligation to: (i) allow
redemptions of the Public Shares in connection with a Business Combination; or
(ii) redeem 100 per cent of the Public Shares if the Company has not completed a
Business Combination by
(c) deleting the existing Article 49.2(b) in its entirety and the insertion
of the following language in its place:
"provide Members with the opportunity to have their Shares repurchased by means of a tender offer for a per-Share repurchase price payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of
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such Business Combination, including interest earned on the Trust Account (which interest shall be net of taxes paid or payable, if any), divided by the number of then issued Public Shares. Such obligation to repurchase Shares is subject to the completion of the proposed Business Combination to which it relates."
(d) deleting the following existing final sentence of Article 49.5 in its
entirety:
"The Company shall not redeem Public Shares that would cause the Company's net
tangible assets to be less than
(e) deleting the existing final sentence of Article 49.8 in its entirety. (f) deleting the existing Article 49.4 in its entirety and the insertion of the following language in its place:
"[RESERVED]"
Additional Information and Where to Find It
On
Forward-Looking Statements
This Current Report on Form 8-K (the "Report") includes "forward-looking statements" within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Words such as "expect," "estimate," "project," "budget," "forecast," "anticipate," "intend," "plan," "may," "will," "could," "should," "believes," "predicts," "potential," "continue," and similar expressions are intended to identify such forward-looking statements. Such statements may include, but are not limited to, statements regarding the date of the Shareholder Meeting. Although these forward-looking statements are based on assumptions that the Company believes are reasonable, these assumptions may be incorrect. These forward-looking statements also involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. The Company does not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.
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.
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Participants in the Solicitation
AAC and certain of its directors and executive officers may be deemed to be
participants in the solicitation of proxies from AAC 's shareholders in
connection with the Shareholder Meeting. For information regarding AAC's
directors and executive officers, please see AAC's Annual Report on Form 10-K
filed with the
Item 9.01 Financial Statements and Exhibits
(d) Exhibits Exhibit Number Title 99.1 Press Release, datedJanuary 18, 2023 104 Cover Page Interactive Data File
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