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 Amendment (as defined below) is incorporated
herein by reference.
Item 3.03 Material Modification to Rights of Security Holders.
At the special meeting of stockholders of Advanced Merger Partners, Inc. (the
"Company"), held on December 14, 2022 (the "Special Meeting"), the Company's
stockholders approved (a) an amendment to the Company's amended and restated
certificate of incorporation (the "Charter Amendment") to accelerate the date by
which the Company must consummate its initial business combination from March 4,
2023 to the time and date immediately following the filing of such amendment
with the Secretary of State of the State of Delaware (the "Accelerated
Termination Date"), (ii) remove the Redemption Limitation (as defined in the
amended and restated certificate of incorporation) to allow the Company to
redeem its public shares notwithstanding the fact that such redemption would
result in the Company having net tangible assets of less than $5,000,001 and
(iii) allow the Company to remove up to $100,000 of interest earned on the
amount on deposit in the trust account established in connection with our
initial public offering prior to redeeming the public shares in connection with
the Special Meeting in order to pay dissolution expenses and (b) an amendment to
the Company's Investment Management Trust Agreement, dated March 1, 2021, by and
between the Company and American Stock Transfer & Trust Company, LLC, as
trustee, to accelerate the date on which the trustee must commence liquidation
of the trust account to the time and date immediately following the Accelerated
Termination Date (the "Trust Amendment"). The Company filed the Charter
Amendment with the Secretary of State of the State of Delaware and entered into
the Trust Amendment on December 14, 2022.
The foregoing descriptions of the Charter Amendment and the Trust Amendment are
not complete and are qualified in their entirety by reference to the full text
of the Charter Amendment and the Trust Amendment attached as Exhibits 3.1 and
10.1, respectively, which are incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Special Meeting, a total of 30,859,730 (85.87 %) of the Company's issued
and outstanding shares of common stock held of record at the close of business
on October 31, 2022, the record date for the Special Meeting, were present
either in person or by proxy, which constituted a quorum. As of the record date,
there were 35,937,500 shares of common stock issued and outstanding, of which
28,750,000 were Class A common stock and 7,187,500 were Class B common stock.
The Company's stockholders voted on the following proposals at the Special
Meeting, which are described in more detail in the definitive proxy statement of
the Company filed with the Securities and Exchange Commission on November 16,
2022 (the "Proxy Statement").
1. The stockholders approved the adoption of the Charter Amendment. The voting
results were as follows:
BROKER
FOR AGAINST ABSTAIN NON-VOTES
30,809,567 10 50,153 N/A
2. The stockholders approved the Trust Amendment. The voting results were as
follows:
BROKER
FOR AGAINST ABSTAIN NON-VOTES
30,809,574 3 50,153 N/A
As there were sufficient votes to approve the proposals, the "Adjournment
Proposal" described in the Proxy Statement was not presented to stockholders.
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Item 8.01 Other Events.
In connection with the approval and implementation of the Charter Amendment, the
holders of 28,100,912 public shares exercised their right to redeem their shares
for cash at a redemption price of approximately $10.09 per share, for an
aggregate redemption amount of approximately $283,583,794 . Following such
redemptions, 649,088 public shares remain outstanding. Since the Company will
not be able to complete an initial business combination by the Accelerated
Termination Date, the Company will be obligated to redeem the remaining public
shares as promptly as reasonably possible but not more than ten business days
after the Accelerated Termination Date (the "Mandatory Redemption") and the
Company's warrants will expire worthless.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits:
Exhibit
No. Description
3.1 Certificate of Amendment to the Amended and Restated Certificate of
Incorporation of Advanced Merger Partners, Inc., dated December 14,
2022.
10.1 Amendment to the Investment Management Trust Agreement, dated
December 14, 2022, by and between Advanced Merger Partners, Inc. and
Continental Stock Transfer & Trust Company.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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