Item 3.03 Material Modification to Rights of Security Holders.
The information disclosed in Item 5.07 of this Current Report on Form 8-K 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.
The information disclosed in Item 5.07 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03 to the extent required.
Item 5.07 Submission of Matters to a Vote of Security Holders.
Special Meeting
On
Proposal 1
The Stockholders approved the proposal to amend the Company's Amended and
Restated Certificate of Incorporation (the "Certificate of Incorporation") to
extend the date by which the Company must either (i) consummate a merger,
capital stock exchange, asset acquisition, stock purchase, reorganization or
similar business combination, involving the Company and one or more businesses
(an "initial Business Combination"), or (ii) cease all operations except for the
purpose of winding up if it fails to complete such initial Business Combination,
and redeem all of the shares of Class A Common Stock, from
For Against Abstain Broker Non-Votes 24,422,177 24,464 0 0 1 Proposal 2
The Stockholders approved the proposal to amend the Certificate of Incorporation
to eliminate from the Certificate of Incorporation the limitation that the
Company may not redeem shares of Class A Common Stock to the extent that such
redemption would result in the Company having net tangible assets (as determined
in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as
amended) of less than
For Against Abstain Broker Non-Votes 24,422,177 24,464 0 0
On
Proposal 3
The proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there were insufficient votes for, or otherwise in connection with, the Extension Proposal or the Redemption Limitation Amendment Proposal, was not presented at the Special Meeting, since the Extension Proposal and the Redemption Limitation Amendment Proposal each received a sufficient number of votes for approval.
Forward Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended, that involve risks,
uncertainties, and assumptions that are difficult to predict. All statements
other than statements of historical fact contained in this Current Report on
Form 8-K, including statements regarding future events, our future financial
performance, business strategy, and plans and objectives of management for
future operations, are forward-looking statements. The Company has attempted to
identify forward-looking statements by terminology including "anticipates,"
"believes," "can," "continue," "could," "estimates," "expects," "intends,"
"may," "plans," "potential," "predicts," or "should," or the negative of these
terms or other comparable terminology. The forward-looking statements made
herein are based on the Company's current expectations. Actual results could
differ materially from those described or implied by such forward-looking
statements as a result of various important factors, including, without
limitation, its limited operating history, competitive factors in the Company's
and
2
Additional Information and Where to Find It
If a definitive agreement is entered into in connection with the proposed
transaction between the Company and Force Pressure, the Company will prepare a
proxy statement (the "Proxy Statement") to be filed with the
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of any business combination. This Current Report on Form 8-K 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.
Participants in the Solicitation
The Company and certain of its respective directors and executive officers may
be deemed to be participants in the solicitation of proxies, in favor of the
approval of the proposed transaction between the Company and Force Pressure and
related matters. Information regarding the Company's directors and executive
officers is contained in the section of the Company's Form S-1 titled
"Management", which went effective with the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 3.1 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3
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