Alpha Capital Acquisition Company One filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits
UNITED STATES
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As described below under Item 5.07 of this Current Report on Form 8-K, on August 2, 2022, Alpha Capital Acquisition Company (the “Company”, “Alpha” or “we”) convened an extraordinary general meeting (the “General Meeting”) to approve, among other things, the previously announced business combination of the Company and Semantix Tecnologia em Sistema de Informação S.A (the “Business Combination”).
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
Set forth below are the final voting results for each of the proposals submitted to a vote of the shareholders of the Company at the General Meeting:
| Votes For | Votes Against | Abstentions | ||||||
| 1. | A proposal to, as a special resolution, authorize, approve and confirm in all respects the transactions contemplated by the Business Combination Agreement, dated as of November 16, 2021 (as may be amended, supplemented, or otherwise modified from time to time), by and among Alpha Capital Acquisition Company, Alpha Capital Holdco Company, Alpha Merger Sub I Company, Alpha Merger Sub II Company, Alpha Merger Sub III Company and Semantix Tecnologia em Sistema de Informação S.A., pursuant to which, among other things, Semantix Tecnologia em Sistema de Informação S.A. and Alpha Capital Acquisition Company will become wholly owned subsidiaries of Alpha Capital Holdco Company, on the terms and conditions set forth therein; | 19,286,974 | 3,865,840 | 12,355 |
| Votes For | Votes Against | Abstentions | ||||||
| 2. | A proposal to, as a special resolution, authorize, approve and confirm in all respects (i) the Plan of Merger, (ii) Alpha Capital Acquisition Company’s entry into the Plan of Merger, and (iii) the merger of Alpha Merger Sub I Company with and into Alpha Capital Acquisition Company, with Alpha Capital Acquisition Company surviving the merger as a wholly owned subsidiary of Alpha Capital Holdco Company; | 19,286,974 | 3,865,840 | 12,355 |
| Votes For | Votes Against | Abstentions | ||||||
| 3. | A proposal to, as a special resolution, the principal differences between the existing amended and restated memorandum and articles of association of Alpha Capital Acquisition Company and the amended and restated memorandum and articles of association of Alpha Capital Holdco Company as attached to the accompanying proxy statement/prospectus as Annex C and as described in the Governing Documents Proposal 3A; | 20,835,308 | 2,317,411 | 12,450 |
| Votes For | Votes Against | Abstentions | ||||||
| 4. | A proposal to, as a special resolution, approve the principal differences between the existing amended and restated memorandum and articles of association of Alpha Capital Acquisition Company and the amended and restated memorandum and articles of association of Alpha Capital Holdco Company as attached to the accompanying proxy statement/prospectus as Annex C and as described in the Governing Documents Proposal 3B; | 20,835,403 | 2,317,411 | 12,355 |
| Votes For | Votes Against | Abstentions | ||||||
| 5. | A proposal to, as a special resolution, approve the principal differences between the existing amended and restated memorandum and articles of association of Alpha Capital Acquisition Company and the amended and restated memorandum and articles of association of Alpha Capital Holdco Company as attached to the accompanying proxy statement/prospectus as Annex C and as described in the Governing Documents Proposal 3C; | 20,835,403 | 2,317,411 | 12,355 |
Based upon the submission of proxies and ballots, a majority of the shares of Alpha ordinary shares issued and outstanding and entitled to vote at the close of business on the record date were present at the General Meeting by proxy or by attendance via the virtual meeting website, which constituted a quorum. Proposal 1 was approved by the required vote. Proposal 2 was approved by the required vote. Proposal 3 was approved by the required vote. Proposal 4 was approved by the required vote. Proposal 4 was approved by the required vote. Proposal 5 was approved by the required vote.
| Item 8.01. | Other Events. |
In connection with the shareholder vote at the General Meeting, Alpha’s public shareholders had the right to elect to redeem all or a portion of their Class A ordinary shares for a per share price calculated in accordance with Alpha’s organizational documents. Alpha’s public shareholders holding 19,622,439 Class A ordinary shares validly elected to redeem their public shares as of 5:00 p.m., Eastern Time, on August 2, 2022.
On August 2, 2022, Alpha issued a press release announcing the results of the General Meeting. A copy of the press release is attached as Exhibit 99.1.
The Closing is expected to occur on or about August 3, 2022, subject to the satisfaction or waiver of the conditions with respect to the Business Combination.
| Item 9.01. | Financial Statements and Exhibits |
| Exhibit No. |
Description | |
| 99.1 | Press Release dated August 2, 2022. | |
| 104 | Cover page Interactive Data File (embedded within the Inline XBRL document) | |
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 thereunto duly authorized.
| Alpha Capital Acquisition Company | ||||||
| Dated: August 2, 2022 | /s/ Rahim Lakhani | |||||
| Rahim Lakhani | ||||||
| Chief Financial Officer | ||||||