AI TRANSPORTATION ACQUISITION CORP filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
UNITED STATES
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The disclosure contained in Item 5.07 of this Current Report on Form 8-K is incorporated by reference in this Item 5.03.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On November 22, 2024, the Company held an extraordinary general meeting in lieu of its 2024 annual meeting (the “Extension Meeting”) to vote upon the following proposals:
| ● | a proposal (the “Extension Amendment Proposal”) to amend by special resolution the Company’s Amended and Restated Memorandum and Articles of Association (the “existing charter”) to extend the date (the “Extension Amendment”) by which the Company must (i) consummate a business combination meaning the initial acquisition by the Company, whether through a merger, share reconstruction or amalgamation, asset or share acquisition, exchangeable share transaction, contractual control arrangement or other similar type of transaction with one or more businesses whose value is at least equal to 80% of the balance in the Trust Account (excluding any deferred underwriting fees and any taxes payable on the Trust Account balance) at the time of the execution of a definitive agreement for the business combination, (ii) cease its operations if it fails to complete such business combination, and (iii) redeem or repurchase 100% of the Company’s redeemable ordinary shares included as part of the units sold in the Company’s initial public offering effective November 10, 2023, which we refer to as the “IPO,” by increasing the number of one-month extensions available to the Company under the existing charter from six one-month extensions from November 10, 2024 (the “Initial Termination Date”), to twelve one-month extensions from the Initial Termination Date, such that, unless the closing of the Company’s initial business combination shall have occurred, which we refer to as the “Extension,” and such later date, the “Extended Date,” and provided that (i) AI Transportation Corp., the Company’s sponsor (the “Sponsor”) (or its affiliates or permitted designees), will deposit into the trust account $0.0333 per public share (the “Extension Payment”) for each one-month Extension, and (ii) the procedures relating to any such one-month Extension, as set forth in the Company’s Investment Management Trust Agreement, dated as of November 8, 2023, as amended (the “Trust Agreement”), shall have been complied with, the Company will have the ability to extend the Initial Termination Date to November 10, 2025 (the “Termination Date”); |
| ● | a proposal to amend the Company’s Trust Agreement, upon approval by the affirmative vote of sixty five percent (65%) of the then issued and outstanding ordinary shares, by and between the Company and Continental Stock Transfer & Trust Company (the “Trustee”), allowing the Company to extend the Termination Date from May 10, 2025 until November 10, 2025, by way of twelve one-month extensions to up to November 10, 2025, unless the closing of the Company’s initial business combination shall have occurred, provided the Extension Payment is made (the “Trust Amendment Proposal”); |
| ● | a proposal to amend by special resolution the Company’s Amended and Restated Memorandum and Articles of Association to remove the requirements limiting the Company’s ability to consummate an initial business combination if it would have less than $5,000,001 in net tangible assets (the “Redemption Limitation”) prior to or upon consummation of such initial business combination (the “NTA Proposal”). |
The proposal to adjourn the Extension Meeting to a later date was not presented because there were enough votes to approve each of the foregoing proposals.
There were 7,837,750 ordinary shares of the Company issued and outstanding on October 18, 2024, the record date for the Extension Meeting. At the Extension Meeting, there were 6,941,785 ordinary shares present in person or by proxy, representing approximately 88.6% of the total ordinary shares outstanding as of the record date, which constituted a quorum.
The final voting results for the Extension Amendment Proposal were as follows:
| For | % | Against | % | Abstain | % | |||||
| 6,542,743 | 83.5% | 399,042 | 5.1% | 0 | 0 |
The final voting results for the Trust Amendment Proposal were as follows:
| For | % | Against | % | Abstain | % | |||||
| 6,542,743 | 83.5% | 399,042 | 5.1% | 0 | 0 |
The final voting results for the NTA Amendment Proposal were as follows:
| For | % | Against | % | Abstain | % | |||||
| 6,692,743 | 85.4% | 249,042 | 3.2% | 0 | 0 |
Shareholders holding 1,395,408 shares of the Company’s ordinary shares exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s Trust Account. As a result, approximately $14,792,968.70 (approximately $10.60 per share) will be removed from the Trust Account to pay such holders.
A form of the Charter Amendment is attached as Exhibit 3.1 hereto and is incorporated by reference. The Company will file the Charter Amendment with the Cayman Islands Registrar of Companies.
The approved Trust Amendment Proposal led to the execution of the First Amendment to the Trust Agreement by the Company and Continental Stock Transfer & Trust Company. The final First Amendment to the Trust Agreement is attached as Exhibit 10.1.
Forward Looking Statements
This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the use of words such as “believes,” “expects,” “intends,” “plans,” “estimates,” “assumes,” “may,” “should,” “will,” “seeks,” or other similar expressions. Such statements are subject to certain risks and uncertainties that may cause the Company’s actual results to differ from the expectations expressed in the forward-looking statements. There can be no assurance that the Company will achieve such expectations. The forward-looking statements contained in this report speak only as of the date of this report and the Company undertakes no obligation to publicly update any forward-looking statements to reflect changes in information, events or circumstances after the date of this report, unless required by law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 3.1 | Form of First Amended and Restated Memorandum and Articles of Association of the Company | |
| 10.1 | Amendment No. 1 to Investment Management Trust Agreement | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
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: November 27, 2024 | ||
| AI TRANSPORTATION ACQUISITION CORP | ||
| By: | /s/ Yongjin Chen | |
| Name: | Yongjin Chen | |
| Title: | Chief Executive Officer and Chairman | |