Item 3.03. Material Modification to Rights of Security Holders
The information disclosed in Item 5.03 of this Current Report with respect to
the Extension Amendment and the Redemption Limitation Amendment (each as defined
below) is incorporated by reference into this Item 3.03 to the extent required.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On April 14, 2023, Worldwide Acquisition Corp. (the "Company") held an
extraordinary general meeting of shareholders (the "Meeting") to vote on the
proposals as described in this Item 5.03 of this Current Report on Form 8-K (the
"Current Report"). At the Meeting, the Company's shareholders also approved two
proposals to amend the Company's amended and restated memorandum and articles of
association (the "Articles"). The first such proposal (the "Extension Amendment
Proposal") sought to amend the Articles to extend the date by which the Company
must (1) consummate a merger, amalgamation, share exchange, asset acquisition,
share purchase, reorganization or similar business combination with one or more
businesses or entities, (2) cease its operations except for the purpose of
winding up if it fails to complete such business combination, and (3) redeem all
of the Company's Class A ordinary shares sold in the Company's initial public
offering that was consummated on October 22, 2021 (the "IPO"), from 18 months
from the closing of the Company's IPO to 24 months from the closing of the IPO
(the "Extension Amendment"). The second such proposal (the "Redemption
Limitation Amendment Proposal") sought to amend the Articles to eliminate the
limitation that the Company shall not redeem Class A ordinary shares sold in the
IPO to the extent that such redemption would cause the Company's net tangible
assets to be less than $5,000,001 (the "Redemption Limitation Amendment").
The foregoing description is qualified in its entirety by reference to the
amendment to the Company's Articles, a copy of which is attached as Exhibit 3.1
hereto and is incorporated by reference herein.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Meeting, holders of 23,536,229 ordinary shares (consisting of 18,911,229
Class A ordinary shares and 4,625,000 Class B ordinary shares) were present in
person, virtually over the Internet or by proxy, representing 81.87% of the
voting power of the Company's ordinary shares as of March 20, 2023, the record
date for the Meeting, and constituting a quorum for the transaction of business.
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The applicable shareholders approved the Extension Amendment Proposal and the
Redemption Limitation Amendment Proposal.
The voting results for each proposal were as follows:
The Extension Amendment Proposal
For Against Abstain
23,010,257 25,965 500,007
The Redemption Limitation Amendment Proposal
For Against Abstain
23,010,057 26,165 500,007
Item 8.01. Other Events.
Redemptions
In connection with the vote to approve the Extension Amendment Proposal, holders
of 18,281,946 Class A ordinary shares exercised their right to redeem their
shares for cash at a redemption price of approximately $10.36 per share, for an
aggregate redemption amount of approximately $189,434,603.00 million. As a
result, approximately $48,887,721.50 million will remain in the Company's trust
account and 4,718,054 Class A ordinary shares remain outstanding.
Where You Can Find Additional Information
This Current Report relates to a proposed business combination transaction among
the Company and Aark Singapore Pte. Ltd. ("Aeries"). In connection with the
proposed transaction, the Company intends to file with the SEC a registration
statement on Form S-4 and proxy statement/prospectus (the "Proxy") to solicit
shareholder approval of the proposed business combination. The definitive Proxy
(if and when available) will be delivered to the Company's shareholders. The
Company may also file other relevant documents regarding the proposed
transaction with the SEC. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION,
INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY AND
ALL OTHER RELEVANT DOCUMENTS THAT ARE FILED WITH THE SEC IN CONNECTION WITH THE
PROPOSED TRANSACTION, INCLUDING ANY AMENDMENTS OR SUPPLEMENTS TO THESE
DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security holders may obtain free copies of the Proxy (if and when
available) and other documents that are filed or will be filed with the SEC by
the Company through the website maintained by the SEC at www.sec.gov. Copies of
the documents filed with the SEC by the Company will be available free of charge
at Worldwide Webb Acquisition Corp., 770 E Technology Way F13-16, Orem, UT
84097, attention: Chief Executive Officer.
Participants in the Solicitation
The Company and its directors and executive officers are participants in the
solicitation of proxies from the shareholders of the Company in respect of the
proposed transaction. Information about the Company's directors and executive
officers and their ownership of the Company's Class A ordinary shares is set
forth in the Company's Annual Report on Form 10-K for the year ended
December 31, 2022 filed with the SEC on March 31, 2023. Other information
regarding the participants in the proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise, will be
contained in the Proxy and other relevant materials to be filed with the SEC in
respect of the proposed transaction when they become available. You may obtain
free copies of these documents as described in the preceding paragraph.
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Cautionary Note Regarding Forward-Looking Statements
This Current Report includes certain statements that are not historical facts
but are forward-looking statements within the meaning of Section 21E of the U.S.
Securities Exchange Act of 1934, as amended, and Section 27A of the U.S.
Securities Act of 1933, as amended, for purposes of the safe harbor provisions
under the United States Private Securities Litigation Reform Act of 1995. These
forward-looking statements include but are not limited to statements regarding
the anticipated benefits of the proposed transaction, the combined company
becoming a publicly listed company, the anticipated impact of the proposed
transaction on the combined companies' business and future financial and
operating results, and the anticipated timing of closing of the proposed
transaction. Words such as "may," "should," "will," "believe," "expect,"
"anticipate," "target," "project," and similar phrases that denote future
expectations or intent regarding the combined company's financial results,
operations, and other matters are intended to identify forward-looking
statements. You should not rely upon forward-looking statements as predictions
of future events. The outcome of the events described in these forward-looking
statements is subject to known and unknown risks, uncertainties, and other
factors that may cause future events to differ materially from the
forward-looking statements in this communication, including but not limited to:
(i) the ability to complete the proposed transaction within the time frame
anticipated or at all; (ii) the failure to realize the anticipated benefits of
the proposed transaction or those benefits taking longer than anticipated to be
realized; (iii) the risk that the transaction may not be completed in a timely
manner or at all, which may adversely affect the price of the Company's
securities; (iv) the risk that the transaction may not be completed by the
Company's business combination deadline and the potential failure to obtain
further extensions of the business combination deadline if sought by the
Company; (v) the failure to satisfy the conditions to the consummation of the
transaction, including the approval of the business combination agreement by the
shareholders of the Company, the satisfaction of the minimum cash on hand
condition following redemptions by the public shareholders of the Company and
the receipt of any governmental and regulatory approvals; (vi) the occurrence of
any event, change or other circumstance that could give rise to the termination
of the business combination agreement; (vii) the impact of COVID-19 on Aeries's
business and/or the ability of the parties to complete the proposed transaction;
(viii) the effect of the announcement or pendency of the transaction on Aeries's
business relationships, performance, and business generally; (ix) risks that the
proposed transaction disrupts current plans and operations of Aeries and
potential difficulties in Aeries employee retention as a result of the proposed
transaction; (x) the outcome of any legal proceedings that may be instituted
against Aeries or the Company related to the business combination agreement or
the proposed transaction; (xi) the ability to maintain the listing of the
Company's securities on the Nasdaq Global Market or the Nasdaq Capital Market;
(xii) potential volatility in the price of the Company's securities due to a
variety of factors, including economic conditions and the effects of these
conditions on Aeries's clients' businesses and levels of activity, changes in
laws and regulations affecting Aeries's business and changes in the combined
company's capital structure; (xiii) the ability to implement business plans,
identify and realize additional opportunities and achieve forecasts and other
expectations after the completion of the proposed transaction; (xiv) the risk
that the post-combination company may never achieve or sustain profitability;
(xvii) the Company's potential need to raise additional capital to execute its
business plan, which capital may not be available on acceptable terms or at all;
and (xv) the risk that the post-combination company experiences difficulties in
managing its growth and expanding operations.
These risks, as well as other risks related to the proposed transaction, will be
included in the Proxy that we intend to file with the Securities and Exchange
Commission ("SEC") in connection with the proposed transaction. While the list
of factors presented here is, and the list of factors that we intend to present
in the Proxy to be filed with the SEC are, considered representative, no such
list should be considered to be a complete statement of all potential risks and
uncertainties. For additional information about other factors that could cause
actual results to differ materially from those described in the forward-looking
statements, please refer to the Company's periodic reports and other filings
with the SEC, including the risk factors identified in the Company's most recent
Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K. The
forward-looking statements included in this communication are made only as of
the date hereof. Neither the Company nor Aeries undertakes any obligation to
update any forward-looking statements to reflect subsequent events or
circumstances, except as required by law.
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No Offer or Solicitation
This Current Report is not intended to and shall not constitute an offer to sell
or the solicitation of an offer to sell or to buy any securities or a
solicitation of any vote or approval and is not a substitute for the Proxy or
any other document that the Company may file with the SEC or send to the
Company's shareholders in connection with the proposed transaction.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed with this Form 8-K:
Exhibit
No. Description
3.1 Amendment to Amended and Restated Memorandum and Articles of
Association
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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