SIMON PROPERTY GROUP ACQUISITION HOLDINGS, INC. Item 1.01 Entry into a Material Definitive Agreement.
The information set forth in Item 3.03 of this Current Report on Form 8-K related to the Trust Agreement Amendment (as defined below) is incorporated herein by reference.
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in Item 8.01 of this Current Report on Form 8-K is incorporated herein by reference.
At the special meeting of the stockholders of
The Company filed each of the First Charter Amendment and the Second Charter
Amendment with the Secretary of State of the
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Special Meeting, a total of 35,705,719 (82.80%) of the Company's issued
and outstanding common stock (the "Common Stock") held of record at the close of
business on
Proposal No. 1 - to adopt an amendment to the Charter as set forth in Annex A
attached to the Proxy Statement to eliminate from the Charter the limitation
that the Company may not redeem shares of its Class A Common Stock sold in the
IPO to the extent that such redemption would result in the Company having net
tangible assets (as defined in accordance with Rule 3a51-1(g)(1) of the
Securities Exchange Act of 1934) of less than
For Against Abstain Broker Non-Votes 35,694,242 10,866 611 N/A
Proposal No. 2 - to adopt an amendment to the Charter as set forth in Annex B attached to the Proxy Statement to change the date by which the Company must consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination from the Original Termination Date to the Amended Termination Date.
2
For Against Abstain Broker Non-Votes
35,672,483 32,650 586 N/A
Proposal No. 3 - to amend the Trust Agreement in the form set forth in Annex C attached to the Proxy Statement to change the date on which Continental must commence liquidation of the trust account established in connection with the IPO to the Amended Termination Date.
For Against Abstain Broker Non-Votes 35,671,838 32,550 1,331 N/A
As there were sufficient votes to approve the Proposals, the "Adjournment Proposal" described in the Proxy Statement was not presented to the Stockholders.
Item 8.01. Other Events
In connection with the approval and implementation of the First Charter
Amendment, the holders of 33,729,927 shares of Class A Common Stock exercised
their right to voluntarily redeem their shares for cash at a redemption price of
approximately
Since the Proposals were approved, and because the Company will not be able to
complete an initial business combination by the Amended Termination Date, the
Company will be obligated to redeem all issued and outstanding Class A Common
Stock issued in the IPO as promptly as reasonably possible but no more than ten
business days after the Amended Termination Date (the "Mandatory Redemption")
and the Company's warrants will expire worthless. The Company expects to
complete the Mandatory Redemption on or around
The Company expects that the last day of trading of the Company's Class A Common
Stock and its Units on the
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
Exhibit
No. Description of Exhibit
First Amendment to the Company's Amended and Restated Certificate of
3.1 Incorporation
Second Amendment to the Company's Amended and Restated Certificate
3.2 of Incorporation
10.1 Amendment to the Investment Management Trust Agreement, dated
February 18, 2021 , by and between the Company and Continental Stock
Transfer & Trust Company .
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104 document.
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