Item 5.07. Submission of Matters to a Vote of Security Holders.

On December 15, 2022, the Company held a special of stockholders (the "special meeting"). On November 21, 2022, the record date for the special meeting, there were 25,640,000 shares of common stock outstanding and entitled to be voted at the special meeting, approximately 74.65% 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. Extension Charter Amendment Proposal

The stockholders approved the proposal to amend (the "Extension Charter Amendment") the Company's Charter, in the form attached in the proxy statement as Annex A, to extend the date by which the Company has to consummate a business combination for up to an additional six months, from February 17, 2023 to up to August 17, 2023, or such earlier date as determined by the Board of Directors, provided that the sponsor (or its affiliates or permitted designees) will deposit into the Trust Account an amount determined by multiplying $0.05 by the number of public shares then outstanding, up to a maximum of $150,000 for each such one-month extension until August 17, 2023, unless the closing of the Company's initial business combination shall have occurred, and permit holders of public shares to redeem their shares for their pro rata portion of the trust account. The voting results were as follows:





                                       BROKER NON-
   FOR         AGAINST     ABSTAIN        VOTES
18,923,762     214,770       776            0

2. Termination Charter Amendment Proposal

The stockholders approved the proposal to amend (the "Extension Charter Amendment") the Company's Charter, in the form attached in the proxy statement as Annex B, to (i) change the date by which the Company must consummate the initial business combination from February 17, 2023 to the time and date immediately following the filing of such amendment with the Secretary of State of the State of Delaware, or the Accelerated Termination Date, (ii) remove the Conversion Limitation (as defined in the amended and restated certificate of incorporation) to allow the Company to redeem public shares notwithstanding the fact that such redemption would result in the Company having net tangible assets of less than $5,000,001, and (iii) allow the Company to remove up to $100,000 of interest earned on the amount on deposit in the Trust Account prior to redeeming the public shares in connection with the special meeting in order to pay dissolution expenses. The voting results were as follows:





                                       BROKER NON-
   FOR         AGAINST     ABSTAIN        VOTES
18,970,865     166,855      1,588           0

3. Trust Amendment Proposal

The stockholders approved the proposal to amend the Investment Management Trust Agreement, dated February 11, 2021, by and between Continental Stock Transfer & Trust Company, as trustee, and the Company (the "Trust Agreement," and together with the Charter Amendment, the "Extensions"), pursuant to an amendment in the form attached in the proxy statement as Annex C, to change the date on which the trustee must commence liquidation of the trust account established in connection with the initial public offering to the time and date immediately following the Accelerated Termination Date. The voting results were as follows:





                                       BROKER NON-
   FOR         AGAINST     ABSTAIN        VOTES
18,970,867     167,665       776            0




                                       2





4. Director Proposal

The stockholders approved the proposal to elect one director, Alberto Ardura González, to serve as Class I director on the Company's Board of Directors until his successors are elected and qualified. The voting results were as follows:





   FOR         WITHHOLD
19,010,317     128,991




5. Auditor Proposal

The stockholders approved the proposal to ratify the selection by the Audit Committee of Marcum LLP to serve as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022. The voting results were as follows:





                                       BROKER NON-
   FOR         AGAINST     ABSTAIN        VOTES
19,010,423     128,109       776            0


Item 8.01. Other Events.

In connection with the votes to approve the proposals above, the holders of 17,001,185 shares of common stock of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.06 per share, for an aggregate redemption amount of approximately $171.03 million, leaving approximately $30.28 million in the trust account. The Company will issue a Current Report on Form 8-K to report its decision on whether or not to implement the Extension Charter Amendment Proposal, or the Termination Charter Amendment Proposal.

Item 9.01. Financial Statements and Exhibits





(c) Exhibits:



Exhibit
No.        Description
104        Cover Page Interactive Data File (embedded within the Inline XBRL document).




                                       3

© Edgar Online, source Glimpses