Item 5.03. Amendments to Articles of Incorporation or Bylaws.
The information included in Item 5.07 is incorporated by reference into this item to the extent required.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On
Parent's stockholders voted on the following proposal at the Meeting, which was approved:
(1) Proposal No. 1 - The Extension Amendment Proposal - a proposal to amend
Parent's amended and restated certificate of incorporation to extend the date by
which Parent has to consummate a business combination from
For Against Abstain Broker Non-Votes 4,344,008 2 120,731 0
Public holders of an aggregate of 2,029,571 shares of Parent's Class A common
stock ("public shares") exercised their right to redeem their public shares for
an aggregate of
Thereafter, Parent filed the amendment to its amended and restated certificate
of incorporation with the Secretary of State of the
As previously disclosed, the Company's board of directors authorized management to take the steps necessary such that, if a business combination is subsequently consummated, then at the time of the business combination, the Company would issue a dividend to holders of public shares who did not seek redemption of their public shares in connection with the business combination for a pro rata portion of the funds held in the trust account established in connection with Parent's initial public offering. Parent's board of directors authorized a dividend of an aggregate of 350,000 shares to be divided equally among each public share held of record on the day following the consummation of the business combination subject to a maximum dividend payable of 0.50 shares per public share. Accordingly, if the holders of the 274,708 public shares not submitted for redemption described above do not submit such public shares for redemption in connection with a business combination, they will be entitled to a dividend of 0.50 shares per public share (or an aggregate of 137,354 shares).
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Additional Information and Where to Find It
Parent intends to hold presentations for certain of its stockholders, as well as other persons who might be interested in purchasing Parent's securities, in connection with the proposed transactions (the "Merger") with zSpace, Inc. (the "Company"). This Current Report on Form 8-K, including the exhibits hereto, may be distributed to participants at such presentations.
Parent intends to file a registration statement on Form S-4 with the
The documents filed by Parent with the
Participants in Solicitation
Parent, the Company, and certain of their respective directors and executive
officers, under
No Offer or Solicitation
This Current Report on Form 8-K and the exhibits hereto shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transaction. This Current Report on Form 8-K also shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such other 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.
2 Forward-Looking Statements
Certain statements included in this Current Report on Form 8-K and the exhibits hereto 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, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of other financial and performance metrics and projections of market opportunity.
These statements are based on various assumptions, whether or not identified in
this Current Report on Form 8-K, and on the current expectations of Parent's and
the Company's management and are not predictions of actual performance. These
forward-looking statements are provided for illustrative purposes only and are
not intended to serve as, and must not be relied on by any investor as, a
guarantee, an assurance, a prediction or a definitive statement of fact or
probability. Actual events and circumstances are difficult or impossible to
predict and will differ from assumptions. Many actual events and circumstances
are beyond the control of Parent and the Company. Some important factors that
could cause actual results to differ materially from those in any
forward-looking statements could include changes in domestic and foreign
business, market, financial, political and legal conditions. Further, these
forward-looking statements are subject to a number of risks and uncertainties,
including: the conditions to the completion of the Merger, including the
required approval by Parent's stockholders, may not be satisfied on the terms
expected or on the anticipated schedule; the parties' ability to meet
expectations regarding the timing and completion of the Merger; the occurrence
of any event, change or other circumstance that could give rise to the
termination of the Agreement and Plan of Reorganization by and among Parent, the
Company and the other parties thereto ("Merger Agreement"); the approval, as
needed, by Parent's stockholders of an amendment to Parent's organizational
documents to extend the date by which Parent must complete its initial business
combination in order to have adequate time to close the proposed transaction;
the outcome of any legal proceedings that may be instituted against Parent
related to the Merger or the Merger Agreement; the amount of the costs, fees,
expenses and other charges related to the Merger; the risk that any required
regulatory approvals are not obtained, are delayed or are subject to
unanticipated conditions that could adversely affect the combined company or the
expected benefits of the proposed business combination; the ability to maintain
the listing of Parent's securities on a national securities exchange; the price
of Parent's securities may be volatile due to a variety of factors, including
changes in the highly competitive industries in which Parent plans to operate or
the Company operates, variations in operating performance across competitors,
changes in laws and regulations affecting Parent's or the Company's business and
changes in the combined capital structure; failure to realize the anticipated
benefits of the proposed business combination; the ability to implement business
plans, forecasts, and other expectations after the completion of the proposed
transaction, and identify and realize additional opportunities; risks relating
to the uncertainty of the projected financial information with respect to the
Company; the Company's ability to successfully expand its service offerings;
risks that the proposed transaction disrupts current plans and operations of the
Company and potential difficulties in Company employee retention as a result of
the proposed transaction; competition; the uncertain effects of
the COVID-19 pandemic; and those factors discussed in the Registration
Statement, proxy statement/prospectus, and other documents filed, or to be
filed, by Parent with
These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements reflect Parent's and the Company's expectations, plans or forecasts of future events and views only as of the date they are made. Parent and the Company anticipate that subsequent events and developments will cause Parent's and the Company's assessments to change. Parent and the Company may elect to update these forward-looking statements at some point in the future, Parent and the Company assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. These forward-looking statements should not be relied upon as representing Parent's and the Company's assessments as of any date subsequent to the date of this Current Report on Form 8-K. Neither Parent nor the Company gives any assurance that either Parent or the Company or the combined company will achieve its expectations. Accordingly, undue reliance should not be placed upon the forward-looking statements.
Any financial projections in this Current Report on Form 8-K or the exhibits hereto are forward-looking statements that are based on assumptions that are inherently subject to significant uncertainties and contingencies, many of which are beyond Parent's and the Company's control. While all projections are necessarily speculative, Parent and the Company believe that the preparation of prospective financial information involves increasingly higher levels of uncertainty the further out the projection extends from the date of preparation. The assumptions and estimates underlying the projected results are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the projections. The inclusion of projections in this Current Report on Form 8-K should not be regarded as an indication that Parent and the Company, or their respective representatives and advisors, considered or consider the projections to be a reliable prediction of future events.
This Current Report on Form 8-K, including the exhibits hereto, is not intended to be all-inclusive or to contain all the information that a person may desire in considering an investment in Parent or the Company and is not intended to form the basis of an investment decision in Parent or the Company. All subsequent written and oral forward-looking statements concerning Parent and the Company, the proposed business combination or other matters and attributable to Parent, the Company, or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above.
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Item 9.01. Financial Statement and Exhibits.
(d) Exhibits: Exhibit Description 3.1 Amendment to Amended and Restated Certificate of Incorporation. 104 Cover Page Interactive Data File (formatted in Inline XBRL). 4
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