NEWBURY STREET ACQUISITION CORPORATION Item 1.01. Entry into a Material Definitive Agreement.
The disclosure contained in Item 5.07 of this Current Report on Form 8-K is incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-balance Sheet Arrangement of a Registrant.
The disclosure contained in Item 5.07 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The disclosure contained in Item 5.07 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
Special Meeting
On
The following is a brief description of the final voting results for each of the proposals submitted to a vote at the Special Meeting:
Proposal 1 - The Extension Proposal
Stockholders approved the proposal to amend the Company's Second Amended and
Restated Certificate of Incorporation to extend the date by which the Company
must (1) consummate a merger, share exchange, asset acquisition, stock purchase,
recapitalization, reorganization or other similar business combination (an
"initial business combination"), (2) cease all operations except for the purpose
of winding up if it fails to complete such initial business combination, and
(3) redeem all of the shares of common stock, par value
The final voting results for the Extension Proposal were as follows:
Votes For Votes Against Abstentions 13,355,147 10,027 0
Proposal 2 - The Adjournment Proposal
Stockholders approved an adjournment of the Special Meeting to a later date or dates, if necessary or convenient, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Proposal (the "Adjournment Proposal"). An adjournment of the Special Meeting was not necessary.
The final voting results for the Adjournment Proposal were as follows:
Votes For Votes Against Abstentions 13,348,168 17,006 0
There were no broker non-votes in connection with the Extension Proposal and Adjournment Proposal.
Charter Amendment
On
The foregoing description of the Charter Amendment is qualified in its entirety by reference to the full text of the Charter Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Redemptions and Note
In connection with approval of the Extension Proposal, the holders of 7,744,085
shares of common stock of the Company properly exercised their right to redeem
their shares for cash at a redemption price of approximately
Also in connection with the approval of the Extension Proposal,
On
On
The Amended Promissory Note bears no interest and is repayable in full upon the earlier of (a) the date of the consummation of the initial business combination or (b) the date of the liquidation of the Company.
The issuance of the Amended Promissory Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
The foregoing description is qualified in its entirety by reference to the Amended Promissory Note, a copy of which is attached as Exhibit 10.1 hereto and is incorporate herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit No. Description
3.1 Certificate of Amendment to the Second Amended and Restated
Certificate of Incorporation of Newbury Street Acquisition Corporation ,
dated March 22, 2023 .
10.1 Promissory Note issued to the Sponsor.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).© Edgar Online, source
