Item 1.01 Entry into a Material Definitive Agreement
On
The foregoing description is qualified in its entirety by the full text of the Trust Amendment, which is filed as Exhibit 10.1 hereto and incorporated by reference herein.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
Within 12 days of the Extraordinary General Meeting, the Company will file with
the Registrar of Companies of the
The foregoing description is qualified in its entirety by the full text of the Extension Amendment, which is filed as Exhibit 3.1 hereto and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
At the Extraordinary General Meeting, holders of 27,173,753 of the Company's
ordinary shares were present in person or represented by proxy, which
represented approximately 79.05% of the ordinary shares issued and outstanding
and entitled to vote as of the record date of
At the Extraordinary General Meeting, the Company's shareholders approved the
following items: (i) a proposal to approve the Extension Amendment (such
proposal, the "Extension Amendment Proposal"); (ii) a proposal to approve the
Trust Amendment (such proposal, the "Trust Amendment Proposal"); (iii) a
proposal to ratify the selection by the Company's audit committee of
Set forth below are the final voting results for each of the proposals presented at the Extraordinary General Meeting:
Approval of Proposal 1 - Extension Amendment Proposal
Votes For Votes Against Abstentions Broker Non-Votes 22,681,032 3,266,988 0 1,225,733
Approval of Proposal 2 - Trust Amendment Proposal
Votes For Votes Against Abstentions Broker Non-Votes 22,681,008 3,266,988 24 1,225,733
Approval of Proposal 3 - Auditor Ratification Proposal
Votes For Votes Against Abstentions Broker Non-Votes 26,841,061 332,668 24
N/A
Approval of Proposal 4 - Director Appointment Proposal
Votes For Votes Against Abstentions Broker Non-Votes 6,875,000 0 0 0 Item 8.01 Other events
In connection with the shareholders' vote at the Extraordinary General Meeting,
the holders of 25,790,900 ordinary shares of the Company properly exercised
their right to redeem their shares for cash at a redemption price of
approximately
Forward-Looking Statements
This Current Report on Form 8-K includes forward-looking statements that involve
risks and uncertainties. Forward-looking statements are statements that are not
historical facts. Such forward-looking statements are subject to risks and
uncertainties, which could cause actual results to differ from the
forward-looking statements. These forward-looking statements and factors that
may cause such differences include, without limitation, uncertainties relating
to the Company's ability to complete an initial business combination within the
required time period or, and other risks and uncertainties indicated from time
to time in filings with the
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. Exhibit Number Description 3.1 Amendment, dated as ofFebruary 14, 2023 , to the Amended and Restated Memorandum and Articles ofAssociation of Disruptive Acquisition Corporation I . 10.1 Amendment to the Investment Management Trust Agreement, dated as ofFebruary 14, 2023 , betweenDisruptive Acquisition Corporation I andContinental Stock Transfer & Trust Company . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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