HAWKS ACQUISITION CORP : Submission of Matters to a Vote of Security Holders, Other Events (form 8-K)

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the special meeting of the stockholders of Hawks Acquisition Corp (the "Company") held on April 6, 2023 (the "Special Meeting"), a total of 20,381,910 shares of Class A common stock, par value $0.0001 per share (the "Class A Common Stock") and 5,482,000 shares of Class B common stock, par value $0.0001 per share (the "Class B Common Stock" and, together with the Class A Common Stock, the "Common Stock"), a majority of the voting power of each of the Company's issued and outstanding Common Stock, Class A common stock and Class B common stock held of record at the close of business on February 24, 2023, the record date for the Special Meeting, was represented by proxy, which constituted a quorum. The stockholders of the Company (the "Stockholders") voted on the following proposals (collectively, the "Proposals"), which are described in more detail in the definitive proxy statement of the Company filed with the Securities and Exchange Commission (the "SEC") on March 17, 2023 (the "Proxy Statement").

Proposal No. 1 - The Extension Amendment Proposal - To adopt an amendment to the Certificate of Incorporation as set forth in Annex A attached to the Proxy Statement (the "First Charter Amendment") to extend the date by which the Company has to consummate an initial business combination from April 13, 2023 to December 13, 2023 or such earlier date as the Board may determine (the "Extension Amendment Proposal").

The final voting results for the Extension Amendment Proposal of the outstanding shares of Common Stock, voting together as a single class, were as follows:

For          Against     Abstain   Broker Non-Votes
22,410,885   3,453,025   0         N/A

The final voting results for the Extension Amendment Proposal of the outstanding shares of Class A Common Stock, voting together as a single class, were as follows:

For          Against     Abstain   Broker Non-Votes
16,928,885   3,453,025   0         N/A

The final voting results for the Extension Amendment Proposal of the outstanding shares of Class B Common Stock, voting together as a single class, were as follows:

For         Against   Abstain   Broker Non-Votes
5,482,000   0         0         N/A

Proposal No. 2 - The Founder Shares Amendment Proposal - To adopt an amendment to the Certificate of Incorporation as set forth in Annex B attached to the Proxy Statement (the "Second Charter Amendment") (the "Founder Shares Amendment Proposal").

The final voting results for the Founder Shares Amendment Proposal of the outstanding shares of Common Stock, voting together as a single class, were as follows:

For          Against     Abstain   Broker Non-Votes
22,410,885   3,453,025   0         N/A

The final voting results for the Founder Shares Amendment Proposal of the outstanding shares of Class A Common Stock, voting together as a single class, were as follows:

For          Against     Abstain   Broker Non-Votes
16,928,885   3,453,025   0         N/A

The final voting results for the Founder Shares Amendment Proposal of the outstanding shares of Class B Common Stock, voting together as a single class, were as follows:

For         Against   Abstain   Broker Non-Votes
5,482,000   0         0         N/A




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Proposal No. 3 - The Advisory Charter Proposals - To approve, on a non-binding advisory basis, certain governance provisions in the Certificate of Incorporation, which proposals are being presented separately in accordance with SEC guidance to give stockholders the opportunity to present their separate views on important corporate governance provisions, as two sub-proposals (collectively, the "Advisory Charter Proposals").

The final voting results for the Advisory Charter Proposals of the outstanding shares of Common Stock, voting together as a single class, were as follows:

                             For          Against     Abstain   Broker Non-Votes

Advisory Charter Proposal 3A 24,119,944 1,589,029 154,937 N/A Advisory Charter Proposal 3B 24,119,944 1,589,029 154,937 N/A

The final voting results for the Advisory Charter Proposals of the outstanding shares of Class A Common Stock, were as follows:

                             For          Against     Abstain   Broker Non-Votes

Advisory Charter Proposal 3A 18,637,944 1,589,029 154,937 N/A Advisory Charter Proposal 3B 18,637,944 1,589,029 154,937 N/A

The final voting results for the Advisory Charter Proposals of the outstanding shares of Class B Common Stock, voting together as a single class, were as follows:

                             For         Against   Abstain   Broker Non-Votes

Advisory Charter Proposal 3A 5,482,000 0 0 N/A Advisory Charter Proposal 3B 5,482,000 0 0 N/A

Item 8.01 Other Events.

The information disclosed under Item 5.07 of this Current Report is incorporated by reference into this Item 8.01 to the extent required herein.

Redemptions

In connection with the vote to approve the Extension Amendment Proposal, holders of 18,991,735 shares of Class A Common Stock exercised their right to redeem their shares for cash at a redemption price of approximately $10.138 per share (the "Redemption Price"), for an aggregate redemption amount of approximately $192.54 million (the "Redemption"). The Redemption Price is approximately $0.02 less than the redemption price estimated in the Proxy Statement due to permitted withdrawals by the Company to pay its taxes. As a result, approximately $192.54 million is expected to be removed from the Company's trust account (the "Trust Account") to redeem such shares. Upon payment of the Redemption, approximately $40.64 million is expected to remain in the Trust Account prior to any contributions made by Hawks Sponsor LLC, as further described in the Proxy Statement.

Following the filing of the First Charter Amendment and the Second Charter Amendment with the Secretary of State of the State of Delaware, holders of 5,750,000 shares of Class B Common Stock are expected to exercise their right to convert such shares into shares of Class A Common Stock (the "Conversion"). After the Redemption and the Conversion have been effected, 9,758,265 shares of Class A Common Stock are expected to remain outstanding.

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