Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At the Special Meeting (as defined below), the stockholders of
The description of the Restated Charter and the general effect of the Restated Charter upon the rights of the holders of Common Stock is included in the Proxy Statement/Prospectus in the sections titled "Proposal No. 3 - The Charter Amendment Proposal" beginning on page 125, "Description of New Revelation's Securities after the Business Combination" beginning on page 221, and "Comparison of Corporate Governance and Stockholder Rights," beginning on page 231, which are incorporated herein by reference.
Upon the Closing of the Transactions, the Company adopted amended and restated bylaws (the "Restated Bylaws") to be consistent with the Restated Charter and to make certain other changes that the Board deemed appropriate for a public operating company.
The summaries described herein are qualified in their entirety by reference to the text of the Restated Charter and the Restated Bylaws, which are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 5.07. Submissions of Matters to a Vote of Security Holders.
On
Proposal No. 1: The Stockholders approved and adopted Agreement and Plan of
Merger, dated as of
For Against Abstain Broker Non-Votes 4,773,067 111,070 0 N/A
Proposal No. 2: The Stockholders approved a proposal to approve, for purposes of complying with the applicable provisions of Nasdaq Rules 5635(a), (b) and (d), the issuance of more than 20% of the issued and outstanding shares of the Company's common stock in connection with the transactions contemplated by the Business Combination Agreement, and the potential change of control in connection with the Business Combination. The voting results for this proposal were as follows:
For Against Abstain Broker Non-Votes 4,767,617 111,070 5,450 N/A
Proposal No. 3: The Stockholders approved amendments to the Company's Third
Amended and Restated Certificate of Incorporation, which are reflected in the
proposed Third Amended and Restated Certificate of Incorporation of
1 For Against Abstain Broker Non-Votes 4,772,062 111,070 1,005 N/A
The stockholders approved the advisory proposals below
Proposal No. 4A: The Stockholders approved an advisory proposal to change the
corporate name to
For Against Abstain Broker Non-Votes 4,773,067 111,070 0 N/A
Proposal No. 4B: The Stockholders approved an advisory proposal to increase the authorized capital stock from 101,000,000 and the number of authorized shares of preferred stock from 1,000,000 to 5,000,000 :
For Against Abstain Broker Non-Votes 4,767,209 111,478 5,450 N/A
Proposal No. 4C: The Stockholders approved an advisory proposal to eliminate the stockholders' right to act by written consent in lieu of a stockholder meeting:
For Against Abstain Broker Non-Votes 4,767,617 111,070 5,450 N/A
Proposal No. 4D: The Stockholders approved an advisory proposal to remove from the charter related to the Company's former status as a blank check company
For Against Abstain Broker Non-Votes 4,773,067 111,070 0 N/A
Proposal No. 5: The Stockholders approved the election of the five directors named in the Proxy Statement to serve, effective upon the closing of the Business Combination, staggered terms on the Board until the 2022, 2023 and 2024 annual meetings of stockholders, respectively, and until their respective successors are duly elected and qualified:
For Against Abstain Broker Non-Votes 4,773,067 111,070 0 N/A
Proposal No. 6: The Stockholders approved the 2021 Equity Incentive Plan attached as Exhibit C to the Proxy Statement:
For Against Abstain Broker Non-Votes 4,767,617 111,070 5,450 N/A
The information in this Item 7.01 is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits: Exhibit No. Description 3.1 Third Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.3 to the Company's Registration Statement on Form S-4 filed onDecember 13, 2021 ) 3.2 Amended and Restated Bylaws Incorporation (incorporated by reference to Exhibit 3.4 to the Company's Registration Statement on Form S-4 filed onDecember 7, 2021 ) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2
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