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.
On April 7, 2023, Altitude Acquisition Corp. (the "Company") held an annual
meeting of stockholders (the "Annual Meeting"). At the Annual Meeting, the
Company's stockholders approved several proposals to amend the Company's Amended
and Restated Certificate of Incorporation (the "Charter Amendment") to
(i) extend the date by which the Company must complete a merger, share exchange,
asset acquisition, stock purchase, recapitalization, reorganization or similar
business combination involving the Company and one or more businesses (a
"business combination") from April 11, 2023 monthly up to eight (8) times for an
additional one month each time, up to December 11, 2023 (the "Extension
Amendment"), (ii) provide for a the right of a holder of Class B common stock of
the Company, par value $0.001 per share ("Class B Common Stock"), to convert its
shares of Class B Common Stock into shares of Class A common stock of the
Company, par value $0.001 per share ("Class A Common Stock"), on a one-to-one
basis at any time and from time to time at the election of the holder (the
"Founder Share Amendment") and (iii) delete (a) the limitation that the Company
shall not consummate a business combination if it would cause the Company's net
tangible assets to be less than $5,000,0001 following such redemptions and
(b) the limitation that the Company shall not redeem public shares that would
cause the Company's net tangible assets to be less than $5,000,001 following
such redemptions. (the "Redemption Limitation Amendment").
Additionally, the Company's stockholders approved a proposal to re-elect Hilton
Sturisky as a Class I director to serve for a term of three years or until his
successor is duly elected or appointed and qualified (the "Director Election
Proposal").
The following is a tabulation of the votes with respect to the Extension
Amendment, which was approved by the Company's stockholders:
For Against Abstain
7,638,754 103,607 0
The following is a tabulation of the votes with respect to the Founder Share
Amendment, which was approved by the Company's stockholders:
For Against Abstain
7,688,250 53,926 185
The following is a tabulation of the votes with respect to the Redemption
Limitation Amendment, which was approved by the Company's stockholders:
For Against Abstain
7,693,657 48,454 250
The following is a tabulation of the votes with respect to the Director Election
Proposal, which was approved by the Company's stockholders:
For Withhold
76,386,119 106,242
In connection with the Annual Meeting, stockholders holding an aggregate of
337,457 shares of the Company's Class A Common Stock exercised their right to
redeem their shares for approximately $10.08 per share of the funds held in the
Company's trust account, leaving approximately $13,460,673.61 in cash in the
trust account after satisfaction of such redemptions.
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In addition, on April 7, 2023, the Company filed the Charter Amendment with the
Secretary of State of the State of Delaware. A copy of the Charter Amendment is
attached hereto as Exhibit 3.1.
Item 8.01. Other Events.
On April 7, 2023, pursuant to the terms of the Company's Amended and Restated
Certificate of Incorporation, as amended by the Charter Amendment, Altitude
Acquisition Holdco LLC ("Sponsor"), the holder of an aggregate of 7,500,000
shares of Class B Common Stock, elected to convert each outstanding share of
Class B Common Stock held by it on a one-for-one basis into shares of Class A
Common Stock, with immediate effect. Following such conversion, as of April 7,
2023, the Company had an aggregate of 8,834,645 shares of Class A Common Stock
issued and outstanding and 0 shares of Class B Common Stock issued and
outstanding.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description of Exhibits
3.1 Amendment to the Registrant's Amended and Restated Certificate of
Incorporation.
104 Cover Page Interactive Data File-Embedded within the inline XBRL
document.
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