Item 5.07 Submission of Matters to a Vote of Security Holders
On
The stockholders approved the Business Combination Proposal, each of the Charter Proposals and the Incentive Plan Proposal (each as defined in the Proxy Statement). As set forth in the Proxy Statement, the Adjournment Proposal (as defined in the Proxy Statement) would only be presented to stockholders, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the Special Meeting. As each of the other Proxy Statement proposals passed, there was no need to present the Adjournment Proposal to the stockholders.
The voting results for each proposal were as follows:
Proposal No. 1-The Business Combination Proposal:
Class A Class A Common Stock Common Stock Class A Common Broker Non- Votes For Votes Against Stock Abstentions Votes 26,626,658 2,938,761 1,018,787 323,980 Class B Class B Common Stock Common Stock Class B Common Broker Non- Votes For Votes Against Stock Abstentions Votes 300,000 0 0 0 Class F Common Class F Common Stock Stock Votes Class F Common Broker Non- Votes For Against Stock Abstentions Votes 828,000 0 0 0
Proposal No. 2-The Charter Proposals-Proposal A:
Class A Class A Common Stock Common Stock Class A Common Broker Non- Votes For Votes Against Stock Abstentions Votes 22,622,921 4,236,304 4,049,164 0 Class B Class B Common Stock Common Stock Class B Common Broker Non- Votes For Votes Against Stock Abstentions Votes 300,000 0 0 0
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Class F Common Class F Common Stock Stock Votes Class F Common Broker Non- Votes For Against Stock Abstentions Votes 828,000 0 0 0
Proposal No. 2-The Charter Proposals-Proposal B:
Class A Class A Common Stock Common Stock Class A Common Broker Non- Votes For Votes Against Stock Abstentions Votes 22,298,713 4,236,314 4,049,179 323,980 Class B Class B Common Stock Common Stock Class B Common Broker Non- Votes For Votes Against Stock Abstentions Votes 300,000 0 0 0 Class F Common Class F Common Stock Stock Votes Class F Common Broker Non- Votes For Against Stock Abstentions Votes 828,000 0 0 0
Proposal No. 2-The Charter Proposals-Proposal C:
Class A Class A Common Stock Common Stock Class A Common Broker Non- Votes For Votes Against Stock Abstentions Votes 22,295,409 4,239,418 4,049,179 323,980 Class B Class B Common Stock Common Stock Class B Common Broker Non- Votes For Votes Against Stock Abstentions Votes 300,000 0 0 0 Class F Common Class F Common Stock Stock Votes Class F Common Broker Non- Votes For Against Stock Abstentions Votes 828,000 0 0 0
Proposal No. 3-The Incentive Plan Proposal:
Class A Class A Common Stock Common Stock Class A Common Broker Non- Votes For Votes Against Stock Abstentions Votes 25,325,451 4,239,768 1,018,787 323,980 Class B Class B Common Stock Common Stock Class B Common Broker Non- Votes For Votes Against Stock Abstentions Votes 300,000 0 0 0
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Class F Common Class F Common Stock Stock Votes Class F Common Broker Non- Votes For Against Stock Abstentions Votes 828,000 0 0 0
Based on the results of the Special Meeting, and subject to the satisfaction or
waiver of certain other closing conditions as described in the Proxy Statement,
the transactions (the "Transactions") contemplated by that certain Business
Combination Agreement, dated as of
Item 8.01 Other Events
In connection with the Business Combination, holders of 39,343,496 shares of
Class A Common Stock exercised their right to redeem their shares for cash at a
redemption price of approximately
Important Information and Where to Find It
In connection with the Business Combination, ENPC and Granite Ridge have filed
with the
INVESTORS AND SECURITY HOLDERS AND OTHER INTERESTED PARTIES ARE URGED TO READ
THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT HAVE BEEN FILED, OR
WILL BE FILED, WITH THE
Stockholders are also be able to obtain copies of the Proxy Statement and other
documents filed, or that will be filed, with the
Participants in the Solicitation
ENPC, Granite Ridge,
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Forward Looking Statements
This Current Report includes certain statements that may constitute "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "forecast," "intends," "may," "might," "outlook," "plan," "possible," "potential," "predict," "project," "should," "would" and other similar words and expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Current Report may include, for example, statements about the future financial performance of Granite Ridge following the Business Combination; the timing and ability to close the Business Combination; changes in the Grey Rock Funds' (as such term is defined in the Proxy Statement) or Granite Ridge's strategy, future operations (including operations by the operators drilling the assets of the Grey Rock Funds or Granite Ridge), financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management. These forward-looking statements are based on information available as of the date of this Current Report, and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing the Grey Rock Funds', ENPC's or Granite Ridge's views as of any subsequent date, and none of the Grey Rock Funds, ENPC or Granite Ridge undertakes any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. You should not place undue reliance on these forward-looking statements. As a result of a number of known and unknown risks and uncertainties, the Grey Rock Funds' and Granite Ridge's actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include: (i) the timing to close the Business Combination; (ii) the occurrence of any event, change or other circumstances that could give rise to the termination of the definitive agreements relating to the Business Combination; (iii) the outcome of any legal proceedings that may be instituted against ENPC, the Grey Rock Funds, Granite Ridge or others following closing of the Business Combination; (iv) Granite Ridge's success in retaining or recruiting, or changes required with regards to, its officers, key employees or directors following the Business Combination; (v) Granite Ridge's ability to obtain the listing of its common stock and warrants on NYSE following the Business Combination; (vi) the risk that the Business Combination disrupts current plans and operations of the Grey Rock Funds as a result of the consummation of the Business Combination; (viii) the ability to recognize the anticipated benefits of the Business Combination; (ix) unexpected costs related to the Business Combination; (x) the amount of any redemptions by ENPC's public stockholders being greater than expected; (xi) the management and board composition of Granite Ridge following the Business Combination; (xii) limited liquidity and trading of Granite Ridge's securities; (xiii) the use of proceeds not held in ENPC's trust account or available from interest income on the trust account balance; (xiv) geopolitical risk and changes in applicable laws or regulations; (xv) the possibility that the Grey Rock Funds, ENPC or Granite Ridge may be adversely affected by other economic, business, and/or competitive factors; (xvi) operational risk; (xvii) the possibility that the COVID-19 pandemic, or another major disease, disrupts the Grey Rock Funds' business; (xviii) litigation and regulatory enforcement risks, including the diversion of management time and attention and the additional costs and demands on the Grey Rock Funds' resources; and (xix) the risks that the consummation of the Business Combination is substantially delayed or does not occur.
No Offer or Solicitation
This Current Report relates to the Business Combination between the Grey Rock Funds and ENPC. This document does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
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