| Item 5.03. |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On November 12, 2024, the Company held an annual meeting of its stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved two proposals to amend the Company’s Amended and Restated Certificate of Incorporation, as amended (the “Charter”). The stockholders approved a proposal to amend the Charter to allow the Company to extend the date by which the Company must consummate a business combination from November 14, 2024 to February 14, 2025 (the “Extension Amendment Proposal”). The stockholders also approved a proposal to amend the Charter to remove the net tangible asset requirement in order to expand the methods that the Company may employ so as not to become subject to the “penny stock” rules of the U.S. Securities and Exchange Commission (the “NTA Requirement Amendment Proposal”). The Certificate of Amendment to the Charter (the “Charter Amendment”) was filed with the Delaware Secretary of State and has an effective date of November 12, 2024.
The foregoing description of the Charter Amendment is qualified in its entirety by the full text of the Charter Amendment, a copy of 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 |
As of the close of business on October 17, 2024, the record date for the Annual Meeting, there were 4,041,221 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), issued and outstanding, each of which was entitled to one vote with respect to each of the proposals presented at the Annual Meeting. A total of 2,878,990 shares of Common Stock, representing approximately 71.24% of the outstanding shares of Common Stock entitled to vote at the Annual Meeting, were present in person or by proxy, constituting a quorum. The proposals listed below are described in more detail in the Definitive Proxy Statement on Form DEF 14A filed by the Company with the SEC on October 28, 2024 (the “Proxy Statement”).
Extension Amendment Proposal
The stockholders approved the Extension Amendment Proposal by the votes set forth in the table below:
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|
|
|
|
|
|
| FOR |
|
AGAINST |
|
ABSTAIN |
|
BROKER NON-VOTES |
| 2,874,672 |
|
4,318 |
|
0 |
|
0 |
NTA Requirement Amendment Proposal
The stockholders approved the NTA Requirement Amendment Proposal by the votes set forth in the table below:
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|
|
|
|
|
|
| FOR |
|
AGAINST |
|
ABSTAIN |
|
BROKER NON-VOTES |
| 2,878,990 |
|
0 |
|
0 |
|
0 |
Directors Proposal
The stockholders duly elected each of the five (5) existing directors to the Company’s Board of Directors until the next annual meeting of stockholders following this annual meeting or until each such director’s successor is elected and qualified, subject to his earlier death, resignation or removal, by the votes set forth in the table below:
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|
|
|
|
|
|
| |
|
FOR |
|
WITHHELD |
|
BROKER NON-VOTES |
| Kuk Hyoun Hwang |
|
2,874,672 |
|
4,318 |
|
0 |
| Jun Chul Whang |
|
2,878,990 |
|
0 |
|
0 |
| Jin Whan Park |
|
2,878,990 |
|
0 |
|
0 |
| Phil Geon Lee |
|
2,878,990 |
|
0 |
|
0 |
| Sang Hyun Kim |
|
2,874,583 |
|
4,407 |
|
0 |
Adjournment Proposal
The proposal to adjourn the stockholder meeting was not presented at the Annual Meeting since a quorum was established and the Extension Amendment Proposal and the NTA Requirement Amendment Proposal received sufficient favorable votes to be adopted.
