Item 5.07. Submissions of Matters to a Vote of Security Holders
As previously reported, on
On
As of
Each of the proposals described below was approved by the Company's shareholders.
PROPOSALS:
The Business Combination Proposal (Proposal 1):
To approve and adopt the Agreement and Plan of Merger, dated as of
For Against Abstain Broker Non-Vote 11,218,712 1,194,149 0
n/a
Charter Amendment Proposals (Proposals 2 through 4)
Name Change (Proposal 2)
To provide that the name of Pono shall be changed to "
For Against Abstain Broker Non-Vote 11,218,712 1,194,149 0
n/a
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Amendment of Blank Check Provisions (Proposal 3)
To remove and change certain provisions in Pono's Certificate of Incorporation related to Pono's status as a special purpose acquisition company, including but not limited to the deletion of Article IX of Pono's Certificate of Incorporation in its entirety.
For Against Abstain Broker Non-Vote 11,218,712 1,194,149 0 n/a
Amendment and Restatement of the Pono Charter (Proposal 4)
Conditioned upon the approval of Proposals 2 and 3, to approve the proposed Fourth Amended and Restated Certificate of Incorporation, which includes the approval of all other changes in the proposed Fourth Amended and Restated Certificate of Incorporation in connection with replacing the existing Certificate of Incorporation with the proposed Fourth Amended and Restated Certificate of Incorporation as of the Effective Time.
For Against Abstain Broker Non-Vote 11,218,712 1,194,149 0
n/a
The Director Election Proposal (Proposal 5)
To consider and vote upon a proposal to elect seven (7) directors to serve on the board of directors of New Pono effective from the consummation of the Business Combination until the 2023 annual meeting of stockholders and until their respective successors are duly elected and qualified.
2023 Meeting: 5(a)Shuhei Komatsu 5(b)Mike Sayama For Withhold Broker Non-Vote 11,218,712 1,194,149 n/a 12,393,074 19,787 n/a 2024 Meeting: 5(c) Taiji Ito 5(d) Marehiko Yamada For Withhold Broker Non-Vote 11,218,712 1,194,149 n/a 10,982,605 1,430,256 n/a 2025 Meeting: 5(e) Steve Iwamura For Withhold Broker Non-Vote 12,393,074 19,787 n/a
The Incentive Plan Proposal (Proposal 6)
To consider and vote upon a proposal to adopt the
For Against Abstain Broker Non-Vote 10,622,614 1,788,539 1,708 n/a
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The Nasdaq Proposal (Proposal 7)
To consider and vote upon a proposal to approve, for purposes of complying with Nasdaq Listing Rule 5635, the issuance of up to 60,000,000 newly issued shares of common stock in the Business Combination, which amount will be determined as described in more detail in the accompanying proxy statement/prospectus.
For Against Abstain Broker Non-Vote 11,217,004 1,194,149 1,708 n/a
The Adjournment Proposal (Proposal 8)
To consider and vote upon a proposal to adjourn the Pono Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Pono Special Meeting, there are not sufficient votes to approve the Business Combination Proposal, the Charter Amendment Proposals, the Director Election Proposal, the Incentive Plan Proposal, or the Nasdaq Proposal.
For Against Abstain Broker Non-Vote 11,217,004 1,195,857 0
n/a
Additional Information and Where to Find It
The Company has filed with the
No Offer or Solicitation
This Form 8-K does not constitute (i) a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the proposed business combination, or (ii) an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction 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 the Securities Act of 1933, as amended.
Participants in the Solicitation
AERWINS and the Company and their respective directors and officers and other
members of management and employees may be deemed participants in the
solicitation of proxies in connection with the proposed business combination.
Company stockholders and other interested persons may obtain, without charge,
more detailed information regarding directors and officers of the Company in the
Company's final prospectus and definitive proxy statement, which was declared
effective the
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