Item 5.03. Amendments to Articles of Incorporation or Bylaws.
The information included in Item 5.07 of this Current Report on Form 8-K is
incorporated by reference in this Item 5.03 to the extent required herein. A
copy of Property Solutions Acquisition Corp. II, a Delaware corporation (the
"Company") certificate of amendment to its Charter (as defined below) is filed
with this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein
by reference, and the foregoing description of such certificate of amendment is
qualified in its entirety by reference thereto.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On December 22, 2022, the Company held a Special Meeting of Stockholders (the
"Special Meeting"). Holders of 30,778,222 shares of the Company's Common Stock,
par value $0.0001 per share, which represented approximately 75.50% of the
shares of the Company's Common Stock outstanding and entitled to vote as of the
record date of December 7, 2022, were represented in person or by proxy at the
Special Meeting.
At the Special Meeting, stockholders voted on the following proposals, which are
described in detail in the Company's definitive proxy statement filed with the
U.S. Securities and Exchange Commission on December 8, 2022. The number of votes
cast for and against, as well as the number of abstentions with respect to, the
proposals voted upon at the Special Meeting are set forth below.
Proposal 1 - The Charter Amendment Proposal - to amend, in the Company's charter
(the "Charter") the date by which the Company must cease its operations except
for the purpose of winding up if it fails to complete a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or similar business
combination with one or more businesses (a "Business Combination"), and redeem
all of the shares of Class A Common Stock, par value $0.0001 per share, of the
Company ("Class A Common Stock"), included as part of the units sold in the
Company's initial public offering that was completed on March 8, 2021 (the
"IPO"), from March 8, 2023 (the "Original Termination Date") to December 22,
2022, the date of the Special Meeting (the "Amended Termination Date").
Stockholders voted as follows:
For: 30,778,218
Against: 4
Abstain: 0
Accordingly, the Charter Amendment was approved.
Proposal 2 - The Trust Amendment Proposal - to amend the Investment Management
Trust Agreement, dated March 3, 2021 (the "Trust Agreement"), by and between the
Company and Continental Stock Transfer & Trust Company, a New York limited
purpose trust company, as trustee ("Continental"), pursuant to an amendment to
the Trust Agreement in the form set forth in Annex B of the accompanying Proxy
Statement (the "Trust Amendment" and together with the Charter Amendment, the
"Amendments"), to change the date on which Continental must commence liquidation
of the trust account established in connection with the IPO (the "Trust
Account") to the Amended Termination Date. Stockholders voted as follows:
For: 30,778,218
Against: 4
Abstain: 0
Accordingly, the Trust Amendment was approved.
Proposal 3 - The Adjournment Proposal - to approve the adjournment of the
Special Meeting, if necessary, from time to time to solicit additional proxies
in favor of the Amendment Proposals or if otherwise determined by the
chairperson of the Special Meeting to be necessary or appropriate. Because there
was no need to adjourn the Special Meeting, proposal 3 was not voted upon.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description
3.1 Certificate of Amendment of Amended and Restated Certificate of
Incorporation of Property Solutions Acquisition Corp. II
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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