Item 5.07 Submission of Matters to a Vote of Security Holders

On November 15, 2022, at the General Meeting of FLAC (the "General Meeting"), holders of 14,890,992 of FLAC's ordinary shares, which represented 83.888% of the ordinary shares outstanding and entitled to vote as of the record date of September 30, 2022, were represented in person or by proxy. The final voting results for each matter submitted to a vote of the FLAC shareholders at the General Meeting are set forth below. FLAC filed a definitive proxy statement/prospectus for the General Meeting with the U.S. Securities and Exchange Commission on October 18, 2022, which was mailed and made available to shareholders on or around October 20, 2022 (the "proxy statement/prospectus"), and describes the proposals summarized below in more detail.

Proposal 1 - The Business Combination Proposal - to adopt and approve as an ordinary resolution, FLAC's entry into the Business Combination Agreement, a copy of which is attached to the proxy statement/prospectus statement as Annex A, and the transactions contemplated thereby, including the Business Combination.



The voting results with respect to the Business Combination Proposal were as
follows:

Votes For    Votes Against   Abstentions
13,409,388     1,481,604          0

Proposal 2 - The Merger Proposal - to authorize and approve as a special resolution the Merger and the Plan of Merger, a copy of which is attached to the proxy statement/prospectus statement as Annex B, pursuant to which Merger Sub will merge with and into FLAC, with FLAC surviving the merger as a wholly owned subsidiary of Holdco in accordance with the relevant provisions of the Cayman Islands Companies Act, and the remaining transactions contemplated thereby.

The voting results with respect to the Merger Proposal were as follows:



Votes For    Votes Against   Abstentions
13,409,387     1,481,605          0

Proposal 3 - The Adjournment Proposal - to adjourn as an ordinary resolution the General Meeting to a later date or dates, if necessary, to, among other things, (i) permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Merger Proposal or for any other reason in connection with, the Business Combination Agreement at the General Meeting or (ii) allow reasonable time for the filing or mailing of any supplemental or amended disclosures that FLAC has determined, based on the advice of outside legal counsel, is reasonably likely to be required under applicable law and for such supplemental or amended disclosure to be disseminated and reviewed by FLAC shareholders prior to the General Meeting.

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Because there was no need to adjourn the General Meeting, proposal 3 was not voted upon.

In connection with the Business Combination, the holders of 4,565,862 FLAC ordinary shares exercised their right to redeem their shares for cash at a redemption price of approximately $10.04 per share, for an aggregate redemption amount of approximately $45.8 million.

Item 7.01. Regulation FD Disclosure.

On November 15, 2022, the Company issued a press release announcing the results of the General Meeting, a copy of which press release is furnished as Exhibit 99.1 hereto.

Item 9.01. Financial Statements and Exhibits.




(d) Exhibits.

Exhibit
Number       Description

99.1           Press Release, dated November 15, 2022

104          The cover page to this Current Report on Form 8-K, formatted in inline
             XBRL.

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