TRAP GBL Item 5.07. Submission of Matters to a Vote of Security Holders.
On
At the Extraordinary General Meeting holders of 4,311,707 of the Company's
ordinary shares (the "Ordinary Shares"), which represents approximately 73.9% of
the Ordinary Shares outstanding and entitled to vote as of
The approval of Proposal One, Three, Four and Five each required an ordinary
resolution under
Set forth are the final voting results for each of the proposals:
Proposal 1 - The Business Combination Proposal
The Business Combination Proposal was approved. The voting results of the Ordinary Shares were as follows:
Votes For Votes Against Abstentions Broker Non-Votes 3,984,478 127,229 200,000 N/A
Proposal 2 - The Articles Amendment Proposal
The Articles Amendment Proposal was approved. The voting results of the Ordinary Shares were as follows: Votes For Votes Against Abstentions Broker Non-Votes 3,981,478 130,229 200,000 N/A
Proposal 3 - The Share Issuance Proposal
The Share Issuance Proposal was approved. The voting results of the Ordinary Shares were as follows:
Votes For Votes Against Abstentions Broker Non-Votes
3,984,478 127,229 200,000 N/A
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Proposal 4 - The Incentive Plan Proposal
The Incentive Plan Proposal was approved. The voting results of the Ordinary Shares were as follows: Votes For Votes Against Abstentions Broker Non-Votes 3,984,329 127,378 200,000 N/A
Proposal 5 - The Adjournment Proposal
The Adjournment Proposal was approved. The voting results of the Ordinary Shares were as follows:
Votes For Votes Against Abstentions Broker Non-Votes 3,959,662 152,045 200,000 N/A
Item 7.01. Regulation FD Disclosure.
On
Item 8.01. Other Events.
As of
Forward-Looking Statements
This Current Report on Form 8-K includes "forward-looking statements" within the
meaning of the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995. The Company's and SAITECH's actual results may differ from
their expectations, estimates and projections and consequently, you should not
rely on these forward looking statements as predictions of future events. 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. These forward-looking statements include, without
limitation, the Company's and SAITECH's expectations with respect to future
performance and anticipated financial impacts of the business combination, the
satisfaction of the closing conditions to the business combination and the
timing of the closing. These forward-looking statements involve significant
risks and uncertainties that could cause the actual results to differ materially
from the expected results. Most of these factors are outside the Company's and
SAITECH's control and are difficult to predict. Factors that may cause such
differences include, but are not limited to: (1) the outcome of any legal
proceedings that may be instituted against the Company and SAITECH following the
announcement of the business combination agreement and the transactions
contemplated therein; (2) the inability to complete the business combination,
including due to failure to obtain approval of the shareholders of the Company,
approvals or other determinations from certain regulatory authorities, or other
conditions to closing in the business combination agreement; (3) the occurrence
of any event, change or other circumstance that could give rise to the
termination of the business combination agreement or could otherwise cause the
transactions contemplated therein to fail to close; (4) the risk that the
business combination disrupts current plans and operations as a result of the
announcement and consummation of the business combination; (5) the ability to
recognize the anticipated benefits of the business combination, which may be
affected by, among other things, competition and the ability of the combined
company to grow and manage growth profitably and retain its key employees;
(6) costs related to the business combination; (7) changes in applicable laws or
regulations; (8) the possibility that SAITECH or the combined company may be
adversely affected by other economic, business, and/or competitive factors;
(10) the impact of COVID-19 on SAITECH's business and/or the ability of the
parties to complete the business combination; and (11) other risks and
uncertainties indicated from time to time in the definitive proxy
statement/prospectus relating to the business combination, including those under
"Risk Factors" in the definitive proxy statement/prospectus, and in the
Company's other filings with the
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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 the 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being filed herewith:
Exhibit No. Description 99.1 Press Release datedApril 22, 2022 104 Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL) 3
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