Item 5.07. Submission of Matters to a Vote of Security Holders.
On
Present at the Extraordinary General Meeting were holders of 30,831,533 ordinary
shares,
The final voting results for each matter submitted to a vote of the Centricus shareholders at the Extraordinary General Meeting are set forth below:
Approval of the Business Combination Proposal
Centricus' shareholders approved by ordinary resolution the Business
Combination, including each of (a) the merger pursuant to Part XVI of the Cayman
Companies Act of Centricus into
For Against Abstain 28,341,386 2,405,953 84,194 2
Approval of the Merger Proposal
Centricus' shareholders approved by special resolution that (a) the plan of
merger, to be dated
For Against Abstain 28,341,426 2,405,913 84,194
Approval of the Pubco Incentive Plan Proposal
Centricus' shareholders approved by ordinary resolution that the
For Against Abstain 23,457,212 6,829,797 544,524
Approval of the Adjournment Proposal
Centricus' shareholders approved by ordinary resolution the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, there are not sufficient votes to approve one or more proposals presented to Centricus' shareholders for vote (the "Adjournment Proposal"). The voting results with respect to the Adjournment Proposal were as follows:
For Against Abstain 27,093,566 3,653,720 84,247
Centricus expects the Business Combination to close on or about
Item 7.01. Regulation FD Disclosure.
On
The information set forth in this Item 7.01, including Exhibit 99.1, is intended to be furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended ("Exchange Act"), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act.
3 Item 8.01. Other Events.
In connection with the Business Combination Proposal, Centricus' shareholders elected to redeem an aggregate of 30,151,570 Class A Ordinary Shares of Centricus.
Certain advisors are in discussion with Centricus,
Forward Looking Statements
This Current Report on Form 8-K (including certain of the exhibits hereto) includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," "should," "would," "plan," "predict," "potential," "seem," "seek," "future," "outlook," and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. The forward-looking statements contained or incorporated by reference in this Current Report on Form 8-K are based on Centricus' and the Company's current expectations and beliefs concerning future developments and their potential effects on Centricus and the Company. There can be no assurance that future developments affecting Centricus and the Company will be those that Centricus and the Company have anticipated. Forward-looking statements involve a number of risks, uncertainties (some of which are beyond Centricus' and the Company's control) or other assumptions. Many factors could cause actual results or performance to be materially different from those expressed or implied by the forward-looking statements in this presentation, including (i) that the Proposed Transactions may not be completed in a timely manner or at all, which may adversely affect the price of Centricus' securities, (ii) the risk that the Proposed Transactions may not be completed by Centricus' business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by Centricus, (iii) the failure to satisfy the conditions to the consummation of the Proposed Transactions, including the approval of the Business Combination Agreement by the shareholders of Centricus and the satisfaction of the minimum trust account amount following any redemptions by Centricus' public shareholders, (iv) the lack of a third-party valuation in determining whether or not to pursue the Proposed Transactions, (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the Business Combination Agreement, (vi) the effect of the announcement or pendency of the Proposed Transactions on the Company's business relationships, operating results, and business generally, (vii) risks that the Proposed Transactions disrupt current plans and operations of the Company, (viii) the outcome of any legal proceedings that may be instituted against the Company or against Centricus related to the Business Combination Agreement or the Proposed Transactions, (ix) the ability to maintain the listing of Centricus' securities on a national securities exchange, (x) changes in the competitive and regulated industries in which the Company operates, variations in operating performance across competitors, changes in laws and regulations affecting the Company's business and changes in the combined capital structure, (xi) the ability to implement business plans, forecasts, and other expectations after the completion of the Proposed Transactions, and identify and realize additional opportunities, (xii) the potential inability of the Company to convert its pipeline or orders in backlog into revenue, (xiii) the potential inability of the Company to successfully deliver its operational technology which is still in development, (xiv) the potential delay of the commercial launch of the Company's products, (xv) the risk of interruption or failure of the Company's information technology and communications system and (xvi) the enforceability of the Company's intellectual property.
4
The foregoing list of factors is not exclusive. Additional information
concerning certain of these and other risk factors is contained in Centricus'
most recent filings with the
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 99.1 Press Release, datedSeptember 1, 2021 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 5
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