Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information included in Item 5.07 is incorporated by reference in this item to the extent required.
Item 5.07. Submission of Matters to a Vote of Security Holders.
OnJanuary 5, 2023 ,Prospector Capital Corp. (the "Company") held an extraordinary general meeting in lieu of annual general meeting of shareholders (the "Extraordinary General Meeting"). At the Extraordinary General Meeting, the Company's shareholders approved amendments to the Company's Amended and Restated Memorandum and Articles of Association (the "Articles Amendments") to extend the date by which the Company must complete a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company and one or more businesses (a "business combination") fromJanuary 12, 2023 toDecember 31, 2023 .
The following is a tabulation of the votes with respect to the Extension Proposal, the Liquidation Amendment Proposal and the Director Election Proposal, which were approved by the Company's shareholders:
1. The Extension Proposal. A proposal to amend the Company's Amended and Restated
Memorandum and Articles of Association (the "Articles") to extend the date by
which the Company must (1) consummate a merger, share exchange, asset
acquisition, share purchase, reorganization or similar business combination
(an "initial business combination"), (2) cease its operations except for the
purpose of winding up if it fails to complete such initial business
combination, and (3) redeem all of the Class A ordinary shares, from January
12, 2023, to
was approved. The final voting tabulation for this proposal was as follows: For Against Abstain 28,285,522 4,697,221 10,043
2. The Liquidation Amendment Proposal. A proposal to amend the Company's Articles
to permit the Company's board of directors (the "Board"), in its sole
discretion, to elect to wind up the Company's operations on an earlier date
than the Extended Date as determined by our Board and included in a public
announcement. The Liquidation Amendment Proposal was approved. The final
voting tabulation for this proposal was as follows: For Against Abstain 28,365,877 4,603,431 23,478
3. The Director Election Proposal. A proposal to re-elect
I director of the Board until the general meeting of the Company to be held in
2025 or until his successor is appointed and qualified. The Director Election
Proposal was approved. The final voting tabulation for this proposal was as follows: For Against Abstain 28,776,612 4,178,707 37,467
In connection with the Extraordinary General Meeting, shareholders holding an aggregate of 30,305,944 shares of the Company's Class A ordinary shares exercised their right to redeem their shares for approximately$10.15 per share of the funds held in the Company's trust account, leaving approximately$22.3 million in cash in the trust account after satisfaction of such redemptions. In addition, onJanuary 5, 2023 , the Company adopted the Charter Amendments, effective the same day. A copy of the Charter Amendments are attached hereto as Exhibits 3.1 and 3.2.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 3.1 Amendment to the Registrant's Amended and Restated Memorandum and Articles of Association. 3.2 Amendment to the Registrant's Amended and Restated Memorandum and Articles of Association. 104 Cover Page Interactive Data File-Embedded within the inline XBRL document. 1
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