Item 8.01. Other Events.
As previously announced, Better World Acquisition Corp. (the "Company") has
called and provided a notice of a special meeting of stockholders (the "Special
Meeting") to be held on February 8, 2023, at 10:00 a.m. Eastern time, as a
virtual meeting, to consider and vote upon the matters described in the
Company's definitive proxy statement filed with the Securities and Exchange
Commission on January 17, 2023 (as may be amended, the "Proxy Statement"). At
the Meeting, stockholders will be asked to vote on a proposal to approve an
extension of the date by which the Company much consummate an initial business
combination from February 17, 2023 to August 17, 2023, or such earlier date as
determined by the Company's board of directors (the "Extension"). Defined terms
used but not defined herein have the meanings set forth in the Proxy Statement.
The Company is providing its stockholders and other interested parties with the
following updates to the terms of the Extension, including that:
· the monthly loan amount that BWA Holdings LLC (the "Sponsor") will contribute
to the Trust Account will increase from $0.04 to $0.045 for each Public Share
that is not redeemed while retaining the $120,000 maximum monthly amount to be
contributed by the Sponsor;
· the Company currently anticipates that the per-share price at which Public
Shares will be redeemed from cash held in the Trust Account will be
approximately $10.58, after taking into account the removal of a portion of the
accrued interest in the Trust Account to pay taxes; and
· the proceeds deposited in the Trust Account and the interest earned thereon
shall not be used to pay for any Excise Tax due under the IR Act in connection
with any redemptions of the Public Shares.
The Company plans to continue to solicit proxies from stockholders during the
period prior to the Special Meeting. Only the holders of the Company's common
stock as of the close of business on January 11, 2023, the record date for the
Special Meeting, are entitled to vote at the Special Meeting.
Additional information regarding the foregoing updates to the terms of the
Extension is set forth below.
Change in Monthly Loan Amount
The Proxy Statement provides that the monthly loan amount that the Sponsor or
its designees will contribute to the Trust Account in connection with the
Extension will be equal to (i) the lesser of (x) an aggregate of $120,000 or (y)
$0.04 for each Public Share that is not redeemed (such amount, the "Monthly
Amount") plus (ii) if the Business Combination is not consummated by March 17,
2023, the Monthly Amount for each calendar month (commencing on March 17, 2023
and ending on the 16th day of each subsequent month), or portion thereof, that
is needed by the Company to complete the Business Combination until August 17,
2023.
The Sponsor has agreed to increase the Monthly Amount from $0.04 to $0.045 for
each Public Share that is not redeemed while retaining the $120,000 maximum
Monthly Amount. Accordingly, the amount contributed per share will depend on the
number of Public Shares that remain outstanding after redemptions in connection
with the Extension and the length of the Extension period that will be needed to
complete an initial business combination. If more than 2,666,667 Public Shares
remain outstanding after redemptions in connection with the Extension, then the
amount paid per share will be reduced proportionately. For example, if the
Company completes an initial business combination on August 17, 2023, which
would represent six calendar months, no Public Shares are redeemed and all of
the Public Shares remain outstanding in connection with the Extension, then the
aggregate amount contributed per share will be approximately $0.17 per share,
with the aggregate maximum contribution to the Trust Account being $720,000.
However, if 1,546,786 Public Shares are redeemed and 2,666,667 Public Shares
remain outstanding after redemptions in connection with the Extension, then the
amount contributed per share for such six-month period will be approximately
$0.27 per share.
Anticipated Redemption Price
The Proxy Statement provides that as of the record date for the Special Meeting,
based on funds in the Trust Account of approximately $44.7 million as of such
date, the pro rata portion of the funds available in the Trust Account for the
redemption of Public Shares was anticipated to be approximately $10.61 per share
before taking into account the removal of the accrued interest in the Trust
Account to pay our taxes. After receipt of additional interest and further
calculations, the Company currently anticipates that the per-share price at
which Public Shares will be redeemed from cash held in the Trust Account will be
approximately $10.58, after taking into account the removal of a portion of the
accrued interest in the Trust Account to pay taxes.
Indemnification of Excise Tax Liabilities
Additionally, as previously disclosed in the Proxy Statement, on August 16,
2022, the Inflation Reduction Act of 2022 (the "IR Act") was signed into federal
law. The IR Act provides for, among other things, a new U.S. federal 1% excise
tax (the "Excise Tax") on certain repurchases (including redemptions) of stock
by publicly traded domestic (i.e., U.S.) corporations and certain domestic
subsidiaries of publicly traded foreign corporations. The Excise Tax is imposed
on the repurchasing corporation itself, not its stockholders from which shares
are repurchased. The amount of the Excise Tax is generally 1% of the fair market
value of the shares repurchased at the time of the repurchase.
Any redemption or other repurchase that occurs in connection with an initial
business combination or other stockholder vote pursuant to which stockholders
would have a right to submit their shares for redemption such as the Extension
(a "Redemption Event") may be subject to the Excise Tax. The extent to which the
Company would be subject to the Excise Tax in connection with a Redemption Event
would depend on a number of factors, including: (i) the fair market value of the
redemptions and repurchases in connection with the Redemption Event, (ii) the
nature and amount of any "PIPE" or other equity issuances in connection with an
initial business combination (or otherwise issued not in connection with the
Redemption Event but issued within the same taxable year of an initial business
combination), (iii) if the Company fails to timely consummate an initial
business combination and liquidates in a taxable year following a Redemption
Event and (iv) the content of any proposed or final regulations and other
guidance from the Treasury Department. In addition, because the Excise Tax would
be payable by the Company and not by the redeeming holders, the mechanics of any
required payment of the Excise Tax remains to be determined.
In the event that the Extension is implemented, the proceeds deposited in the
Trust Account and the interest earned thereon shall not be used to pay for any
Excise Tax due under the IR Act in connection with any redemptions of the Public
Shares in connection with a Redemption Event.
The Company also notes that it will pay the costs of any subsequent liquidation
from its remaining assets outside of the Trust Account. If such funds are
insufficient, the Sponsor has contractually agreed to advance the Company the
funds necessary to complete such liquidation and has contractually agreed not to
seek repayment for such expenses.
Forward-Looking Statements
This Current Report on Form 8-K ("Report") includes forward-looking statements
that involve risks and uncertainties. Forward-looking statements are statements
that are not historical facts. Such forward-looking statements are subject to
risks and uncertainties, which could cause actual results to differ from the
forward-looking statements. These forward-looking statements and factors that
may cause such differences include, without limitation, uncertainties relating
to the Company's stockholder approval of the Extension Amendment Proposal and
the other proposals described in the Proxy Statement, its inability to complete
an initial business combination within the required time period or, and other
risks and uncertainties indicated from time to time in filings with the SEC,
including the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2021 and subsequent Quarterly Reports for the quarters ended March
31, 2022, June 30, 2022 and September 30, 2022 and other documents the Company
has filed, or will file, with the SEC. Readers are cautioned not to place undue
reliance upon any forward-looking statements, which speak only as of the date
made. The Company expressly disclaims any obligations or undertaking to release
publicly any updates or revisions to any forward-looking statements contained
herein to reflect any change in the Company's expectations with respect thereto
or any change in events, conditions or circumstances on which any statement is
based.
Participants in the Solicitation
The Company and its directors, executive officers, other members of management
and employees, under SEC rules, may be deemed to be participants in the
solicitation of proxies from the securityholders of the Company in favor of the
approval of the Extension Amendment Proposal and the other proposals described
in the Proxy Statement. Investors and security holders may obtain more detailed
information regarding the names, affiliations and interests of the Company's
directors and officers in the Proxy Statement, which may be obtained free of
charge from the sources indicated above.
No Offer or Solicitation
This Report shall not constitute a solicitation of a proxy, consent or
authorization with respect to any securities or in respect of the Extension
Amendment Proposal. This communication 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 of 1933, as amended, or an exemption therefrom.
Additional Information and Where to Find It
The Company urges investors, stockholders and other interested persons to read
the Proxy Statement as well as other documents filed by the Company with the
SEC, because these documents will contain important information about the
Company and the Extension Amendment Proposal. Stockholders may obtain copies of
the Proxy Statement, without charge, at the SEC's website at www.sec.gov or by
directing a request to Advantage Proxy, Inc. at (877) 870-8565 or
ksmith@advantageproxy.com.
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