Item 1.01. Entry into a Material Definitive Agreement.

As previously disclosed in a Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on February 18, 2022 by Better World Acquisition Corp. (the "Company"), the Company issued an amended and restated promissory note (the "Amended Note") in the principal amount of $2,523,720 to the Company' sponsor, BWA Holdings LLC (the "Sponsor") on February 17, 2022.

On May 17, 2022, the Company amended and restated the forgoing Amended Note in its entirety to increase the principal amount thereunder from $2,523,720 to $3,223,720 (the "Second Amended Note").

The foregoing description is qualified in its entirety by reference to the Second Amended Note, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 12, 2022, the Company held a special meeting of stockholders (the "Meeting"). At the Meeting, the Company's stockholders approved an amendment to the Company's Amended and Restated Certificate of Incorporation (the "Charter Amendment") to extend the date by which the Company must consummate its initial business combination from May 17, 2022 to August 17, 2022. On May 13, 2022, the Company filed the Charter Amendment with the Secretary of State of the State of Delaware.

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.

At the Meeting, the Company's stockholders approved the Charter Amendment extending the date by which the Company must consummate its initial business combination from May 17, 2022 to August 17, 2022 (the "Extension Amendment Proposal").

The final voting results for the Extension Amendment Proposal were as follows:





   For       Against   Abstain   Broker Non-Votes
12,201,770    7,864    631,800          0

In connection with the Meeting, stockholders holding 5,586,910 shares of the Company's common stock exercised their right to redeem such shares for a pro rata portion of the funds in the Company's trust account (the "Trust Account"). As a result, approximately $57.5 million ($10.30 per share) will be removed from the Trust Account to pay such holders and approximately $72.4 million will remain in the Trust Account. Following redemptions, the Company will have 7,031,690 public shares outstanding and the Company will deposit $500,000 in connection with the Charter Amendment.





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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed with this Form 8-K:






Exhibit No.   Description of Exhibits
3.1             Amendment to the Amended and Restated Certificate of Incorporation.
10.1            Second Amended and Restated Promissory Note, dated May 17, 2022
104           Cover Page Interactive Data File (embedded within the Inline XBRL document)




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