Item 1.01 Entry into a Material Definitive Agreement.
As approved by its stockholders at the special meeting in lieu of annual meeting
of stockholders held on
Acquisition Company
Management Trust Agreement, dated as of
with
2022
changed the initial date on which Continental must commence liquidation of the
Trust Account (as defined below) to
Company’s board of directors for up to six additional thirty-day periods (the
latest of which such date is referred to as the “New Termination Date”), or such
later date as may be approved by the Company’s stockholders in accordance with
the Company’s amended and restated certificate of incorporation (the “Charter”)
if a letter of termination under the Trust Agreement is not received by
Continental prior to such date. The foregoing description is qualified in its
entirety by reference to the Trust Amendment, a copy of which is attached as
Exhibit 10.1 hereto and is incorporated by reference herein.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
As approved by its stockholders at the Special Meeting, the Company filed an
amendment to its Charter with the
2022
the Company has to consummate an initial business combination to the New
Termination Date, provided that, in each case,
“Sponsor”) (or its affiliates or designees) has provided to the Company a notice
of such extension no later than five business days prior to
such thirty-day period, as applicable, and deposited in the trust account (the
“Trust Account”) established by the Trust Agreement an amount determined by
multiplying
amount, a “Deposit Amount”), in consideration of the Company’s execution and
delivery of a non-interest bearing, unsecured promissory note equal to such
Deposit Amount, which such promissory note may not be repaid by the Company in
the event that the Company is unable to complete an initial business combination
(unless there are funds of the Company available outside of the Trust Account to
do so) and which Deposit Amount will be used to fund the redemption of the
public shares in the event that an initial business combination is not
consummated by the New Termination Date, and making other administrative and
technical changes in the Charter in connection with the New Termination Date, in
each case, pursuant to the Charter Amendment. The foregoing description is
qualified in its entirety by reference to the Charter Amendment, a copy of which
is attached as Exhibit 3.1 hereto and is incorporated by reference herein.
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On
the record date for the Special Meeting, there were 23,000,000 shares of Class A
common stock and 5,750,000 shares of Class B common stock of the Company
entitled to be voted at the Special Meeting. At the Special Meeting, 24,075,140
shares of Class A common stock and Class B common stock, voting together as a
class, of the Company or 83.74% of the shares entitled to vote at the Special
Meeting were represented in person or by proxy, and 5,437,500 shares of Class B
common stock of the Company or 94.57% of the shares entitled to vote at the
Special Meeting for purposes of considering and voting on the re-election of two
Class I directors of the Company were represented in person or by proxy.
1. Charter Amendment
Stockholders approved the proposal to amend the Company’s amended and restated
certificate of incorporation, giving the Company the right to extend the date by
which it has to complete a business combination to the New Termination Date.
Adoption of the amendment required approval by the affirmative vote of at least
a majority of the Company’s outstanding shares of common stock. The voting
results were as follows:
FOR AGAINST ABSTAIN BROKER NON-VOTES 23,475,750 3 3 599,384 2. Trust Amendment
Stockholders approved the proposal to amend the
Trust Agreement, dated as of
time it has to complete an initial business combination to the New Termination
Date or such later date as may be approved by the Company’s stockholders in
accordance with the Charter (as may be amended) if a letter of termination under
the Trust Agreement is not received by Continental prior to such date. Adoption
of the amendment required approval by the affirmative vote of at least a
majority of the Company’s outstanding shares of common stock. The voting results
were as follows:
FOR AGAINST ABSTAIN BROKER NON-VOTES 23,475,753 3 0 599,384 3. Director Election
Stockholders approved the proposal to to elect two persons to serve on the
Company’s Board of Directors as Class I directors until the third annual meeting
of stockholders following the Special Meeting or until the election and
qualification of their respective successors, subject to their earlier death,
resignation or removal. The re-election of the Class I directors required the
affirmative vote of a plurality of the votes cast by the holders of shares of
Class B common stock present at the Special Meeting (in person or by proxy) and
entitled to vote thereon for the director nominees. The following is a
tabulation of the votes with respect to the election of directors, each of whom
was elected by the Company’s Class B stockholders:
BROKER
Name FOR WITHHOLD NON-VOTES
Jonathan Roth 5,437,500 0 0
Mark Rose 5,437,500 0 0
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4. Auditor Ratification
Stockholders approved the proposal to to ratify the selection by the Company’s
audit committee of
registered public accounting firm for the year ended
Ratification of the auditor required approval by the affirmative vote of at
least a majority of the votes cast by the holders of shares of the common stock
present at the Special Meeting (in person or by proxy) and entitled to vote
thereon at the Special Meeting. The following is a tabulation of the votes with
respect to this proposal, which was approved by the Company’s stockholders:
FOR AGAINST ABSTAIN BROKER NON-VOTES 24,075,137 3 0 -
The Company had solicited proxies in favor an adjournment proposal which would
have given the Company authority to adjourn the Meeting to solicit additional
proxies. As there were sufficient shares voted in favor of all of the proposals,
this proposal was not voted upon at the Special Meeting.
Item 8.01. Other Events.
In connection with the stockholders’ vote at the Special Meeting of Stockholders
held by the Company on
redemption. After giving effect to the foregoing redemptions, the Company
expects to have approximately
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
3.1 Amendment to the Amended and Restated Certificate of Incorporation
of Crixus BH3 Acquisition Company dated December 7, 2022
10.1 Amendment to the Investment Management Trust Agreement, dated as of
October 4, 2021 , between Crixus BH3 Acquisition Company and
Continental Stock Transfer & Trust Company dated December 7, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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