UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13
OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 2, 2024
JAWS MUSTANG ACQUISITION CORPORATION
(Exact name of registrant
as specified in its charter)
| Cayman Islands |
|
001-39975 |
|
98-1564586 |
(State or other jurisdiction of
incorporation) |
|
(Commission File Number) |
|
(I.R.S Employer Identification No.) |
1601 Washington Avenue, Suite 800
Miami Beach, FL |
|
33139 |
| (Address of principal executive offices) |
|
(Zip Code) |
(305) 695-5500
Registrant’s telephone
number, including area code
Not Applicable
(Former name or former
address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| x | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on
which registered |
| Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-fourth of one redeemable warrant |
|
JWSM.U |
|
The New York Stock Exchange American |
| Class A ordinary shares included as part of the units |
|
JWSM |
|
The New York Stock Exchange American |
| Redeemable warrants, included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 |
|
JWSM. WS |
|
The New
York Stock Exchange American |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On February 2, 2024, Jaws Mustang Acquisition Corporation (the “Company”
or “JWSM”) held an extraordinary general meeting of shareholders (the “Shareholder Meeting”) (A)
to amend, by way of special resolution, the Company’s amended and restated memorandum and articles of association (the “Memorandum
and Articles of Association”) to extend the date (the “Termination Date”) by which the Company has to consummate
a business combination (the “Articles Extension”) from February 4, 2024 (the “Original Termination Date”)
to March 4, 2024 (the “Articles Extension Date”) and to allow the Company, without another shareholder vote, to elect
to extend the Termination Date to consummate a business combination on a monthly basis for up to eleven times by an additional one month
each time after the Articles Extension Date, by resolution of the Company’s board of directors (the “Board”),
if requested by Mustang Sponsor LLC (the “Sponsor”), a Delaware limited liability company, and upon five days’
advance notice prior to the applicable Termination Date, until February 4, 2025, or a total of up to twelve months after the Original
Termination Date, unless the closing of a business combination shall have occurred prior thereto (such amendment, the “Extension
Amendment” and such proposal, the “Extension Amendment Proposal”); (B) to amend, by way of special resolution,
the Company’s Memorandum and Articles of Association to provide for the right of a holder of the Company’s Class B ordinary
shares, par value $0.0001 (the “Founder Shares” or the “Class B Ordinary Shares”) to convert such
Class B Ordinary Shares into the Company’s Class A ordinary shares, par value $0.0001 (the “Class A Ordinary Shares”
and together with Class B Ordinary Shares, the “Ordinary Shares”) on a one-for-one basis prior to the closing of a
business combination at the election of the holder (such amendment, the “Founder Share Amendment” and such proposal,
the “Founder Share Amendment Proposal”); and (C) if required, an adjournment proposal to adjourn, by way of ordinary
resolution, the Shareholder Meeting to a later date or dates, if necessary, (i) to permit further solicitation and vote of proxies if,
based upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient Ordinary Shares in the capital of the Company
represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Shareholder Meeting or at the time
of the Shareholder Meeting to approve the Extension Amendment Proposal or the Founder Share Amendment Proposal or (ii) if the holders
of Class A Ordinary Shares have elected to redeem an amount of shares in connection with the Extension Amendment Proposal such that the
Company would not adhere to the continued listing requirements of the New York Stock Exchange American LLC (the “Adjournment
Proposal”).
The shareholders of the Company approved the Extension
Amendment Proposal and the Founder Share Amendment Proposal at the Shareholder Meeting and on February 5, 2024, the Company filed an Amended
and Restated Memorandum and Articles of Association reflecting the Extension Amendment and the Founder Share Amendment (the “Articles
Amendment”) with the Registrar of Companies of the Cayman Islands, effective February 2, 2024.
The foregoing description is qualified in its
entirety by reference to the Articles 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. |
On February 2, 2024, the Company held the Shareholder
Meeting to approve the Extension Amendment Proposal, the Founder Share Amendment Proposal and if required, the Adjournment Proposal, as
more fully described in the definitive proxy statement filed with the Securities and Exchange Commission on January 11, 2024. As there
were sufficient votes to approve the Extension Amendment Proposal and the Founder Share Amendment Proposal, the Adjournment Proposal was
not presented to shareholders.
Holders of 27,049,406 Ordinary Shares of the Company
held of record as of December 19, 2023, the record date for the Shareholder Meeting, were present in person or by proxy at the meeting,
representing approximately 96.68% of the voting power of the Company’s Ordinary Shares as of the record date for the Shareholder
Meeting, and constituting a quorum for the transaction of business.
The voting results for the Extension Amendment
Proposal were as follows:
| For |
|
Against |
|
Abstain |
| 26,904,112 |
|
143,794 |
|
1,500 |
The voting results for the Founder Share Amendment
Proposal were as follows:
| For |
|
Against |
|
Abstain |
| 26,905,831 |
|
142,075 |
|
1,500 |
In connection with the vote to approve the Extension
Amendment Proposal and the Founder Share Amendment Proposal, the holders of 698,321 Class A Ordinary Shares properly exercised their right
to redeem their shares for cash at a redemption price of approximately $10.97 per share, for an aggregate redemption amount of approximately
$7,662,571. After the satisfaction of such redemptions and receipt of the initial deposit of $25,000 to the Trust Account, the balance
in the Trust Account will be approximately $15,445,069.
Class B Ordinary Shares Conversion
On February
6, 2024, the Sponsor converted an aggregate of 25,500,000 Class B Ordinary Shares into Class A Ordinary Shares on a one-for-one basis.
The Sponsor waived any right to receive funds from the Trust Account with respect to the Class A Ordinary Shares received upon such conversion
and acknowledged that such shares will be subject to all of the restrictions applicable to the original Class B Ordinary Shares under
the terms of that certain letter agreement, dated as of February 1, 2021, by and among the Company and its initial shareholders, directors
and officers. As of February 6, 2024, there are 26,905,293 Class A Ordinary Shares of the Company outstanding.
| Item 9.01. |
Financial Statements and Exhibits |
(d) Exhibits
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated: February 8, 2024
| |
JAWS MUSTANG ACQUISITION CORPORATION |
| |
|
| |
By: |
/s/ Andrew Klaber |
| |
Name: |
Andrew Klaber |
| |
Title: |
Chief Executive Officer |
Exhibit 3.1
Registrar of Companies
Government Administration Building
133 Elgin Avenue
George Town
Grand Cayman
Jaws Mustang Acquisition Corporation (ROC #367210)
(the "Company")
TAKE NOTICE that by minutes of an extraordinary
general meeting of the Company held 2 February 2024, the following special resolutions were passed:
Proposal No. 1—The Extension Amendment Proposal—RESOLVED,
as a special resolution that:
| (a) | Article 49.7 of JWSM’s Amended and Restated Memorandum and Articles of Association be deleted in its
entirety and replaced with the following new Article 49.7: |
“In the event that the Company does
not consummate a Business Combination upon the date which is the later of: (i) March 4, 2024 (or February 4, 2025, if applicable under
the provisions of this Article 49.7), or (ii) such later time as the Members may approve in accordance with the Articles, the Company
shall: (a) cease all operations except for the purpose of winding up; (b) as promptly as reasonably possible but not more than ten business
days thereafter, redeem the Public Shares, at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the
Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company (less taxes
payable and up to US$100,000 of interest to pay dissolution expenses), divided by the number of the then Public Shares in issue, which
redemption will completely extinguish public Members’ rights as Members (including the right to receive further liquidation distributions,
if any); and (c) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining
Members and the Directors, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims
of creditors and other requirements of Applicable Law.
Notwithstanding the foregoing or any other
provisions of the Articles, in the event that the Company has not consummated a Business Combination within thirty-seven months from the
closing of the IPO, the Company may, without another vote of the Members, elect to extend the date to consummate the Business Combination
on a monthly basis for up to eleven times by an additional one month each time after the thirty-seventh month from the closing of the
IPO, by resolution of the Directors, if requested by the Sponsor in writing, and upon five days’ advance notice prior to the applicable
Termination Date, until forty-eight months from the closing of the IPO, provided that the Sponsor (or one or more of its Affiliates, members
or third-party designees) (the “Lender”) will deposit US$25,000 into the Trust Account for each such monthly extension,
for an aggregate deposit of up to US$275,000 (if all eleven additional monthly extensions are exercised), in exchange for a non-interest
bearing, unsecured promissory note issued by the Company to the Lender. If the Company completes a Business Combination, it will repay
the amounts loaned under the promissory note. If the Company does not complete a Business Combination by the applicable Termination Date,
such promissory note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven.”
| (b) | Article 49.8(a) of JWSM’s Amended and Restated Memorandum and Articles of Association be deleted in
its entirety and replaced with the following new Article 49.8(a): |
“to modify the substance or timing
of the Company’s obligation to: (i) allow redemptions of the Public Shares in connection with a Business Combination or: (ii) redeem
100 per cent of the Public Shares if the Company has not completed a Business Combination by February 4, 2025, or such later time as the
Members may approve in accordance with the Articles; and/or”
| (c) | Article 49.10(b) of JWSM’s Amended and Restated Memorandum and Articles of Association be deleted in
its entirety and replaced with the following new Article 49.10(b): |
“vote as a class with the Public Shares:
(i) on the Company’s initial Business Combination or on any other proposal presented to shareholders prior to or in connection with
the completion of an initial Business Combination; or (ii) to approve an amendment to the Memorandum or the Articles to (x) extend the
time we have to consummate a business combination beyond February 4, 2025 or (y) amend this Article 49.10.”
Proposal No. 2 - The Founder Share Amendment Proposal
- RESOLVED, as a special resolution that:
| (a) | Article 17.2 of the Company’s Memorandum and Articles of Association be deleted in its entirety and
replaced with the following new Article 17.2: |
“Class B Shares shall automatically
convert into Class A Shares on a one-for-one basis (the “Initial Conversion Ratio”): (a) at any time and from time
to time at the option of the holders thereof, or (b) in connection with the consummation of a Business Combination.”
| (b) | Article 17.3 of the Company’s Memorandum and Articles of Association be deleted in its entirety and
replaced with the following new Article 17.3: |
“Notwithstanding the Initial Conversion
Ratio, in the case that additional Class A Shares or any other Equity-linked Securities, are issued or deemed issued, by the Company in
excess of the amounts offered in the IPO and in connection with the consummation of a Business Combination, all Class B Shares in issue
shall automatically convert into Class A Shares at the time of the closing of a Business Combination at an adjusted ratio so that the
number of Class A Shares issuable upon conversion of all Class B Shares will equal, in the aggregate, 20 per cent of the sum of: (a) the
total number of Class A Shares and Class B Shares issued and outstanding upon completion of the IPO, plus (b) the total number of Class
A Shares issued or deemed issued or issuable upon conversion or exercise of any Equity-linked Securities or rights issued, or deemed issued,
by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A Shares
or Equity-linked Securities exercisable for or convertible into Class A Shares issued, deemed issued, or to be issued, to any seller in
the initial Business Combination and any private placement warrants issued to the Sponsor, its Affiliates or any Director or Officer upon
conversion of working capital loans.”
2
| (c) | Article 49.10 of the Company’s Memorandum and Articles of Association be deleted in its entirety and
replaced with the following new Article 49.10: |
“Except in connection with the conversion
of Class B Shares into Class A Shares pursuant to the Class B Ordinary Share Conversion Article hereof where the holders of such Shares
have waived any right to receive funds from the Trust Account, after the issue of Public Shares, and prior to the consummation of a Business
Combination, the Company shall not issue additional Shares or any other securities that would entitle the holders thereof to:
(a) receive funds
from the Trust Account; or
(b) vote as a class
with Public Shares on a Business Combination.”
| /s/ Alec Pultr |
|
| |
|
| Alec Pultr |
|
| Corporate Administrator |
|
| for and on behalf of |
|
| Maples Corporate Services Limited |
|
| |
|
| |
|
| Dated this 5th day of February 2024. |
|
3
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