Current Report Filing (8-k)
22 Dezember 2022 - 12:59PM
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
December 21, 2022
BELONG ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-40648 |
|
86-1450752 |
(State or other
jurisdiction of
incorporation or organization) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification Number) |
202 Washington Street, Suite 401
Brookline, MA |
|
02445 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (215) 731-9450
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) |
| ☐ | 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 share of Class A common stock, $0.0001 par value per share, and one-half of one redeemable warrant |
|
BLNGU |
|
NASDAQ Capital Market |
| Class A common stock, par value $0.0001 per share |
|
BLNG |
|
NASDAQ Capital Market |
| Warrants, each whole warrant exercisable for one share of Class A common stock |
|
BLNGW |
|
NASDAQ Capital Market |
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 1.01 Entry into a Material Definitive Agreement
On December 21, 2022, Belong Acquisition Corp.,
a Delaware corporation (the “Company”), held a special meeting of its stockholders (the “Special Meeting”). As
further described in Item 5.07 below, at the Special Meeting, the Company’s stockholders approved an amendment (the “IMTA
Amendment”) to the Company’s Investment Management Trust Agreement (the “IMTA”), dated July 22, 2021, with Continental
Stock Transfer & Trust Company (“CST”), as trustee, and an amendment to the Company’s amended and restated
certificate of incorporation, to extend the date by which the Company must consummate a business combination transaction from January
27, 2023 to July 27, 2023 (the “Charter Amendment”). The Charter Amendment was filed with the Delaware Secretary of State
on December 21, 2022, and in connection therewith, the Company and CST will enter into the IMTA Amendment to extend the term of the IMTA.
The foregoing description of the IMTA Amendment
and the Charter Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the IMTA Amendment
and the Charter Amendment, copies of which are filed as Exhibits 3.1 and 10.1 to this Current Report on Form 8-K and are incorporated
herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
The information set forth in Item 1.01 of this
Current Report on Form 8-K is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders
The information set forth in Item 1.01 of this
Current Report on Form 8-K is incorporated herein by reference.
At the Special Meeting, the following proposals
were considered and acted upon by the stockholders of the Company: (a) a proposal to approve the Charter Amendment to extend the termination
date from January 27, 2023 to July 27, 2023 (“Proposal 1”); (b) a proposal to approve the IMTA Amendment to extend the term
of the IMTA from January 27, 2023 to July 27, 2023 (“Proposal 2”); and (c) a proposal to approve the adjournment of the Special
Meeting from time to time to solicit additional proxies in favor of Proposal 1 or Proposal 2 or if otherwise determined by the chairperson
of the Special Meeting to be necessary or appropriate (the “Adjournment Proposal”). The number of votes cast for or against,
as well as the number of abstentions as to each proposal, are set forth below.
Proposal 1
| Votes for | | |
Votes against | | |
Abstentions | |
| | 15,442,859 | | |
| 375,319 | | |
| 0 | |
Accordingly, Proposal 1 was approved.
Proposal 2
| Votes for | | |
Votes against | | |
Abstentions | |
| | 15,442,859 | | |
| 375,319 | | |
| 0 | |
Accordingly, Proposal 2 was approved.
Adjournment Proposal
The stockholders approved an adjournment of
the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there
were insufficient votes for, or otherwise in connection with, Proposal 1 and Proposal 2.
| Votes for | | |
Votes against | | |
Abstentions | |
| | 15,440,528 | | |
| 377,650 | | |
| 0 | |
Accordingly, the Adjournment Proposal was approved.
Item 9.01. Financial Statements and 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: December 21, 2022 |
BELONG ACQUISITION CORP. |
| |
|
| |
By: |
/s/ Peter Saldarriaga |
| |
Name: |
Peter Saldarriaga |
| |
Title: |
Chief Executive Officer and Chief Financial Officer |
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