Item 8.01. Other Events
As previously disclosed, LAVA Medtech Acquisition Corp. (the "Company," "we,"
"us" or "our") has called a special meeting (the "Meeting") for stockholders to
consider and vote on (1) a proposal to amend the Company's amended and restated
certificate of incorporation, to extend the date by which the Company must
consummate its initial business combination up to eight (8) times for an
additional one (1) month each time, from April 29, 2023 to December 29, 2023
(the "Extension Amendment Proposal"); and (2) a proposal to amend the Company's
investment management trust agreement, dated as of October 26, 2021, by and
between the Company and Continental Stock Transfer & Trust Company, allowing the
Company to extend the date by which the Company must consummate its initial
business combination up to eight (8) times for an additional one (1) month each
time, from April 29, 2023 to December 29, 2023, by depositing into the Company's
trust account, for each one-month extension, $50,000 (the "Trust Amendment
Proposal" ).
Excise Tax
As described in the definitive proxy statement mailed to stockholders in
connection with the Meeting (the "Proxy Statement"), pursuant to the Inflation
Reduction Act of 2022 (the "IR Act"), commencing in 2023, a 1% U.S. federal
excise tax is imposed on certain repurchases (including redemptions) of stock by
publicly traded domestic (i.e., U.S.) corporations and certain domestic
subsidiaries of publicly traded foreign corporations occurring after December
31, 2022. As a result, any share redemption or other share repurchase that
occurs after December 31, 2022, in connection with a business combination,
extension vote or otherwise, may be subject to the excise tax. Notwithstanding
the foregoing, the Company will not use any of the funds placed in the trust
account established for the benefit of the Company's public stockholders and
maintained by Continental Stock Transfer & Trust Company, acting as trustee,
including any interest earned thereon, to pay for any excise tax liabilities
with respect to any redemptions of the shares of Class A common stock, par value
$0.0001 per share, of the Company (the "Class A Shares"), prior to or in
connection with the extension, a business combination or our liquidation.
Conversion of Founder Shares
We anticipate that, in connection with the Meeting, LAVA Medtech Sponsor LP (the
"Sponsor"), the stockholder holding all of the issued and outstanding shares of
Class B common stock, par value $0.0001 per share, of the Company (the "Founder
Shares") will convert its Founder Shares into Class A Shares on a one-for-one
basis (the "Conversion"). We anticipate that, as a result, following the
Meeting, 2,875,000 Founder Shares will be cancelled, and 2,875,000 Class A
Shares will be issued to the Sponsor. All of the terms and conditions applicable
to the Founder Shares set forth in the Letter Agreement, dated October 26, 2021,
by and among the Company, its officers, its directors and the Sponsor (the
"Letter Agreement"), shall continue to apply to the Class A Shares that the
Founder Shares convert into, including the voting agreement, transfer
restrictions and waiver of any right, title, interest or claim of any kind to
the Trust Account (as defined in the Letter Agreement) or any monies or other
assets held therein.
On all matters to be voted upon at the Meeting, the record holders of the Class
A Shares and Founder Shares issued and outstanding as of the record date will
vote together as a single class.
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Forward-Looking Statements
This Current Report on Form 8-K (the "Report") includes forward-looking
statements that involve risks and uncertainties. Forward-looking statements are
statements that are not historical facts. Such forward-looking statements are
subject to risks and uncertainties, which could cause actual results to differ
from the forward-looking statements. These forward-looking statements and
factors that may cause such differences include, without limitation, the risks
and uncertainties indicated from time to time in the Company's filings with the
Securities and Exchange Commission ("SEC"). Readers are cautioned not to place
undue reliance upon any forward-looking statements, which speak only as of the
date made. The Company expressly disclaims any obligations or undertaking to
release publicly any updates or revisions to any forward-looking statements
contained herein to reflect any change in the Company's expectations with
respect thereto or any change in events, conditions or circumstances on which
any statement is based.
Participants in the Solicitation
The Company and its directors, executive officers, other members of management
and employees, under SEC rules, may be deemed to be participants in the
solicitation of proxies from the securityholders of the Company in favor of the
approval of the Extension Amendment Proposal and the Trust Amendment Proposal.
Investors and security holders may obtain more detailed information regarding
the names, affiliations and interests of the Company's directors and officers in
the Proxy Statement, which may be obtained free of charge from the sources
indicated below.
No Offer or Solicitation
This Report shall not constitute a solicitation of a proxy, consent or
authorization with respect to any securities. This communication shall also not
constitute an offer to sell or the solicitation of an offer to buy any
securities, nor shall there be any sale of securities in any states or
jurisdictions in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act or an
exemption therefrom.
Additional Information and Where to Find It
The Company urges investors, stockholders and other interested persons to read
the Proxy Statement as well as other documents filed by the Company with the
SEC, because these documents will contain important information about the
Company, the Extension Amendment Proposal and the Trust Amendment Proposal.
Stockholders may obtain copies of the Proxy Statement, without charge, at the
SEC's website at www.sec.gov or by directing a request to the Company's proxy
solicitor, Advantage Proxy, Inc., P.O. Box 13581, Des Moines, WA 98198, Attn:
Karen Smith, Toll Free Telephone: (877) 870-8565, Main Telephone: (206)
870-8565, E-mail: ksmith@advantageproxy.com.
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