JUPITER ACQUISITION CORPORATION Item 1.01. Entry into a Material Definitive Agreement.
The information included in Item 5.07 of this Current Report on Form 8-K is incorporated by reference in this Item 1.01 to the extent required herein.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information included in Item 5.07 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03 to the extent required herein.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On
At the Special Meeting, the Company's stockholders approved the following items:
(i) a proposal to amend the Company's amended and restated certificate of
incorporation (the "Charter"), in the form set forth as Annex A to the Proxy
Statement (as defined below) for the Special Meeting (the "Charter Amendment"),
to extend the date by which the Company must consummate an initial business
combination (the "Extension") from
The affirmative vote of at least sixty-five percent (65%) of the outstanding shares of Common Stock entitled to vote thereon at the Special Meeting was required to approve each of the Charter Amendment Proposal and the Trust Amendment Proposal, a plurality of the shares of Class B Common Stock entitled to vote thereon and voted in person (by virtual attendance) or by proxy at the Special Meeting was required for the re-election of the director in the Director Election Proposal, and the affirmative vote of at least a majority of the shares of Common Stock entitled to vote thereon and present in person (by virtual attendance) or by proxy at the Special Meeting was required to approve the Auditor Ratification Proposal. The Charter Amendment Proposal and the Trust Amendment Proposal were cross-conditioned on the approval of each other.
Set forth below are the final voting results for each of the proposals presented at the Special Meeting:
Charter Amendment Proposal
The Charter Amendment Proposal was approved. The voting results of the shares of Common Stock were as follows:
For Against Abstain Broker Non-Votes
14,479,137 1,244,628 0 1,150,930
1
Trust Amendment Proposal
The Trust Amendment Proposal was approved. The voting results of the shares of Common Stock were as follows:
For Against Abstain Broker Non-Votes 14,479,137 1,244,628 0 1,150,930 Director Election Proposal
The Director Election Proposal was approved, and Mr.
Director For Withheld Broker Non-Votes
John D. White, Jr. 3,940,462 0 0
Auditor Ratification Proposal
The Auditor Ratification Proposal was approved. The voting results of the shares of Common Stock were as follows:
For Against Abstain Broker Non-Votes 15,690,678 1,184,017 0 0
Following the Special Meeting, on
Concurrently with the filing of the Charter Amendment with the Secretary of
State of the
Item 8.01. Other Events.
On
Additionally, in connection with the implementation of the Extension, the
Company's public stockholders elected to redeem 14,286,357 shares of Class A
Common Stock at a redemption price of approximately
Upon completion of the Class
2
Forward Looking Statements
This Current Report on Form 8-K includes "forward-looking statements" within the
meaning of the safe harbor provisions of the United States Private Securities
Litigation Reform Act of 1995. Certain of these forward-looking statements can
be identified by the use of words such as "believes," "expects," "intends,"
"plans," "estimates," "assumes," "may," "should," "will," "seeks," or other
similar expressions. Such statements may include, but are not limited to,
statements regarding the completion of the Class
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
3.1 Amendment to the Amended and Restated Certificate of Incorporation of
the Company, dated April 20, 2023
10.1 Amendment to Investment Management Trust Agreement, dated April 20,
2023 , between the Company and Continental Stock Transfer & Trust
Company
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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