Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On December 1, 2022, One Equity Partners Open Water I Corp.(the "Company") held
a special meeting of its stockholders (the "Stockholder Meeting") to approve
certain amendments to its amended and restated certificate of incorporation (the
"Certificate of Incorporation") to allow the the Company to amend the date by
which the Company must consummate a Business Combination from January 26, 2023
(the "Original Termination Date") to December 8, 2022 (such date, the "Early
Termination Date").
At the Stockholder Meeting, the stockholders of the Company approved proposals
to amend the Company's Certificate of Incorporation to (a) eliminate the
requirement that the Company retain net tangible assets in excess of $5,000,000
following the redemption of the Company's Class A common stock, par value
$0.0001 per share, in connection with a Business Combination (as defined in the
Certificate of Incorporation) and certain amendments of the Certificate of
Incorporation (such proposal, the "Redemption Limit Elimination Proposal" and
such amendment, the "Redemption Limit Elimination Amendment") and (b) change the
date by which the Company must consummate a Business Combination from the
Original Termination Date to the Early Termination Date (such proposal, the
"Early Termination Proposal" and such amendment, the "Early Termination
Amendment").
On December 1, 2022, the Company filed filed the Redemption Limit Elimination
Amendment and the Early Termination Amendment with the Secretary of State of the
State of Delaware.
The foregoing description is qualified in its entirety by reference to the
Redemption Limit Elimination Amendment and the Early Termination Amendment,
copies of which are attached hereto as Exhibit 3.1 and Exhibit 3.2 respectively,
and are incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On December 1, 2022, the Company held the Stockholder Meeting to approve the
Redemption Limit Elimination Proposal, the Early Termination Proposal, and the
Adjournment Proposal, each as more fully described in the definitive proxy
statement filed by the Company with the Securities and Exchange Commission (the
"SEC") on November 9, 2022.
Holders of 30,885,923 shares of common stock of the Company held of record as of
November 2, 2022, the record date for the Stockholder Meeting, were present in
person or by proxy, representing approximately 71.62% of the voting power of the
Company's shares of common stock as of the record date for the Stockholder
Meeting, and constituting a quorum for the transaction of business.
The voting results at the Stockholder Meeting were as follows:
The Redemption Limit Elimination Proposal
For Against Abstain
30,852,641 33,282 0
The Early Termination Proposal
For Against Abstain
30,852,641 33,282 0
The Company had solicited proxies in favor of an Adjournment Proposal which
would have given the Company authority to adjourn the Stockholder Meeting to
solicit additional proxies. As there were sufficient votes to approve the
Redemption Limit Elimination Proposal and the Early Termination Proposal, the
Adjournment Proposal was not presented to stockholders and was not voted upon at
the Stockholder Meeting.
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In connection with the votes to approve the Redemption Limit Elimination
Amendment and the Early Termination Amendment, the holders of 33,398,677 public
shares of common stock of the Company properly exercised their right to redeem
their shares (and did not withdraw their redemption) for cash at a redemption
price of approximately $10.0794 per share, for an aggregate redemption amount of
approximately $336,639,720.34. Following such redemptions, approximately
$11,100,711 was left in trust and 1,103,323 shares of common stock held by
public stockholders remained outstanding. Because the Company will not be able
to complete an initial business combination by the Early Termination Date, the
Company is obligated to redeem the remaining public shares as promptly as
possible, but not more than ten business days after the Early Termination Date
(the "Mandatory Redemption"). The Company expects to complete the Mandatory
Redemption on or about December 9, 2022.
Item 7.01 Regulation FD
On December 1, 2022, the Company issued a press release relating to the
Stockholder Meeting. The information in this Item 7.01, including Exhibit 99.1,
is furnished and shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and shall not
be deemed to be incorporated by reference into the filings of the Company under
the Securities Act of 1933, as amended or the Exchange Act, regardless of any
general incorporation language in such filings.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number Description
3.1 Amendment to the Amended and Restated Certificate of Incorporation
of One Equity Partners Open Water I Corp.
3.2 Amendment to the Amended and Restated Certificate of Incorporation
of One Equity Partners Open Water I Corp.
99.1 Press Release, dated December 1, 2022
104 Cover Page Interactive Data File ( formatted in Inline XBRL and
contained in Exhibit 101)
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