BETTER WORLD ACQUISITION CORP. : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits (form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

As previously disclosed in a Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on May 18, 2022 by Better World Acquisition Corp. (the "Company"), the Company issued a second amended and restated promissory note (the "Second Amended Note") in the principal amount of $3,223,720 to the Company' sponsor, BWA Holdings LLC (the "Sponsor") on May 17, 2022.

On August 17, 2022, the Company amended and restated the Second Amended Note in its entirety to increase the principal amount thereunder from $3,223,720 to $3,683,720 (the "Third Amended Note").

The foregoing description is qualified in its entirety by reference to the Third Amended Note, a copy of which is attached as Exhibit 10.1 hereto and 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 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On August 15, 2022, the Company held a special meeting of stockholders (the "Meeting"). At the Meeting, the Company's stockholders approved a second amendment to the Company's Amended and Restated Certificate of Incorporation, as amended (the "Second Charter Amendment") to extend the date by which the Company must consummate its initial business combination from August 17, 2022 to February 17, 2023. On August 16, 2022, the Company filed the Second Charter Amendment with the Secretary of State of the State of Delaware.

The foregoing description is qualified in its entirety by reference to the Second Charter Amendment, 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, the Company's stockholders approved the Second Charter Amendment extending the date by which the Company must consummate its initial business combination from August 17, 2022 to February 17, 2023 (the "Extension Amendment Proposal").

The final voting results for the Extension Amendment Proposal were as follows:

   For      Against   Abstain   Broker Non-Votes
7,355,800   567,489   20,900           0

In connection with the Meeting, stockholders holding 2,818,237 shares of the Company's common stock exercised their right to redeem such shares for a pro rata portion of the funds in the Company's trust account (the "Trust Account"). As a result, approximately $29.2 million (approximately $10.37 per share) will be removed from the Trust Account to pay such holders and approximately $43.7 million will remain in the Trust Account. Following redemptions, the Company will have 4,213,453 public shares outstanding and the Company will deposit $360,000 into the Trust Account in connection with the Second Charter Amendment.

                                       1

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed with this Form 8-K:

Exhibit No.   Description of Exhibits
3.1             Second Amendment to the Amended and Restated Certificate of
              Incorporation, as amended.
10.1            Third Amended and Restated Promissory Note, dated August 17, 2022
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)




                                       2

© Edgar Online, source Glimpses