Item 1.01 Entry into a Material Definitive Agreement.
As approved by its stockholders at the special meeting in lieu of annual meeting
of stockholders held on February 6, 2023 (the "Special Meeting"), Quantum
FinTech Acquisition Corporation (the "Company") entered into an amendment to the
Investment Management Trust Agreement, dated as of February 4, 2021 (the "Trust
Agreement"), with Continental Stock Transfer & Trust Company ("Continental"), on
February 6, 2023 (the "Trust Amendment"). Pursuant to the Trust Amendment, the
amendment extended the initial date on which Continental must commence
liquidation of the Trust Account to up to August 9, 2023, or such earlier date
as determined by the Company's board of directors (the "Board"), unless the
closing of the Company's initial business combination shall have occurred,
provided that Quantum Ventures LLC (the "Sponsor") (or its affiliates or
permitted designees) will deposit into a trust account established for the
benefit of the Company's public stockholders (the "Trust Account") an amount
determined by multiplying $0.055 by the number of public shares then
outstanding, up to a maximum of $175,000 for each such one-month extension
unless the closing of the Company's initial business combination shall have
occurred, in exchange for a non-interest bearing, unsecured promissory note
payable upon consummation of a business combination. The foregoing description
is qualified in its entirety by reference to the Trust Amendment, a copy of
which is attached as Exhibit 10.1 hereto and is incorporated by reference
herein.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
As approved by its stockholders at the Special Meeting, the Company filed an
amendment to its amended and restated certificate of incorporation (the
"Charter") with the Delaware Secretary of State on February 6, 2023 (the
"Charter Amendment"), to extend the date by which the Company has to consummate
a business combination for an additional six months, from February 9, 2023 (the
"Termination Date") to up to August 9, 2023, by electing to extend the date to
consummate an initial business combination on a monthly basis for up to six
times by an additional one month each time after the Termination Date, until
August 9, 2023 or a total of up to six months after the Termination Date, or
such earlier date as determined by the Board, unless the closing of the
Company's initial business combination shall have occurred (the "Extension," and
such later date, the "Extended Date"), provided that the Sponsor (or its
affiliates or permitted designees) will deposit into the Trust Account an amount
determined by multiplying $0.055 by the number of public shares then
outstanding, up to a maximum of $175,000 for each such one-month extension
unless the closing of the Company's initial business combination shall have
occurred, in exchange for a non-interest bearing, unsecured promissory note
payable upon consummation of a business combination. The foregoing description
is qualified in its entirety by reference to the Charter Amendment, a copy of
which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On February 6, 2023, the Company held the Special Meeting. On January 17, 2023,
the record date for the Special Meeting, there were 25,156,250 shares of common
stock outstanding and entitled to be voted at the Special Meeting, approximately
82.12% of which were represented in person or by proxy at the Special Meeting.
The final results for each of the matters submitted to a vote of the Company's
stockholders at the Special Meeting are as follows:
1. Charter Amendment Proposal
The stockholders approved the proposal to amend the Company's Charter, to extend
the date by which the Company has to consummate a business combination for an
additional six months, from the Termination Date to the Extended Date, provided
that the Sponsor (or its affiliates or permitted designees) will deposit into
the Trust Account an amount determined by multiplying $0.055 by the number of
public shares then outstanding, up to a maximum of $175,000 for each such
one-month extension unless the closing of the Company's initial business
combination shall have occurred, in exchange for a non-interest bearing,
unsecured promissory note payable upon consummation of a business combination.
The voting results were as follows:
BROKER NON-
FOR AGAINST ABSTAIN VOTES
19,003,352 1,404,845 29,000 222,128
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2. Trust Amendment Proposal
The stockholders approved the proposal to amend the Trust Agreement, dated
February 4, 2021, by and between the Company and Continental, to provide for the
Extension to the Extended Date pursuant to the Charter Amendment. The voting
results were as follows:
BROKER NON-
FOR AGAINST ABSTAIN VOTES
19,003,352 1,404,845 29,000 222,128
3. Director Proposal
The stockholders approved the proposal to re-elect seven directors to the Board,
with such directors to serve until the first annual meeting of stockholders
following this special meeting or until his successor is elected and qualified.
The voting results were as follows:
DIRECTOR NOMINEE FOR WITHHOLD BROKER NON-VOTES
John Schaible 18,898,376 1,538,821 222,128
Miguel Leon 18,957,853 1,479,344 222,128
Michael Devlin 18,993,152 1,444,045 222,128
Sandip I. Patel 18,957,836 1,479,361 222,128
Thomas J. Hammond 16,530,128 3,907,069 222,128
Richard Korhammer 18,957,853 1,479,344 222,128
Steven J. Carlson 18,993,153 1,444,044 222,128
4. Auditor Proposal
The stockholders approved the proposal to ratify the selection by the Audit
Committee of Marcum LLP to serve as the Company's independent registered public
accounting firm for the fiscal year ending December 31, 2023. The voting results
were as follows:
BROKER NON-
FOR AGAINST ABSTAIN VOTES
20,653,802 423 5,100 0
Item 8.01. Other Events.
In connection with the votes to approve the proposals above, the holders of
14,667,626 shares of common stock of the Company properly exercised their right
to redeem their shares for cash at a redemption price of approximately $10.15
per share, for an aggregate redemption amount of approximately $148.88 million,
leaving approximately $53.68 million in the trust account.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits:
Exhibit No. Description
3.1 Amendment to the Amended and Restated Certificate of Incorporation of
Quantum FinTech Acquisition Corporation dated February 6, 2023
10.1 Amendment to the Investment Management Trust Agreement, dated as of
February 4, 2021, between Quantum FinTech Acquisition Corporation and
Continental Stock Transfer & Trust Company dated February 6, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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