Arbor Rapha Capital Bioholdings Corp. I filed SEC Form 8-K: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Material Modification to Rights of Security Holders, Submission of Matters to a Vote of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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 Securities Exchange Act of 1934:
| 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 and one-third of one redeemable warrant | N/A | None | |||
| Class A common stock, par value $0.0001 per share | N/A | None | |||
| Redeemable warrants, each whole warrant exercisable for one Class A common stock at an exercise price of $11.50 | N/A | None |
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 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On March 3, 2023, Arbor Rapha Capital Bioholdings Corp. I, a Delaware corporation (the “Company”, “we” or “our”) held a special meeting of stockholders (the “Special Meeting”) at which the Company’s stockholders approved certain amendments to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”). In connection therewith, the Company gave formal notice to Nasdaq on March 3, 2023 of its intention to dissolve and liquidate and requested that Nasdaq file a Form 25 with the U.S. Securities and Exchange Commission to delist the Company’s securities. Nasdaq filed the Form 25 on March 3, 2023.
| Item 3.03 | Material Modification to Rights of Security Holders. |
The information disclosed in Item 5.07 of this Current Report on Form 8-K under the heading “Proposal 1” is incorporated by reference into this Item 3.03 to the extent required herein.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
The information disclosed in Item 5.07 of this Current Report on Form 8-K under the heading “Proposal 1” is incorporated by reference into this Item 5.03 to the extent required herein.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
Special Meeting
On March 3, 2023, the Company, held the Special Meeting in person, at which holders of 4,344,530 ordinary shares, comprised of 32,030 shares of Class A common stock, par value $0.0001 per share, of the Company (“Class A Common Stock”), and 4,312,500 shares of Class B common stock, par value $0.0001 per share, of the Company (“Class B Common Stock”, collectively with the Class A Common Stock, the “Common Stock”), were present in person or by proxy, representing approximately 99.33% of the voting power of the 4,373,832 issued and outstanding shares of the Company’s Common Stock, comprised of (i) 61,332 shares of Class A Common Stock and (ii) 4,312,500 shares of Class B Common Stock, entitled to vote at the Special Meeting at the close of business on February 8, 2023, which was the record date (the “Record Date”) for the Special Meeting. The Company’s stockholders of record as of the close of business on the Record Date are referred to herein as “Stockholders.”
Proposal 1
The Stockholders approved, by special resolution, the proposal to amend the Company’s Certificate of Incorporation to change the date by which the Company must either (i) consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Company with one or more businesses, which we refer to as our “initial Business Combination”, or (ii) cease all operations, except for the purpose of winding up, if it fails to complete such initial Business Combination, and redeem all of the Company’s shares of Class A Common Stock, included as part of the units sold in the Company’s initial public offering that was consummated on November 2, 2021, (the “IPO”), whether such shares were purchased in the IPO or in the secondary market following the IPO (including shares sold pursuant to the underwriters’ over-allotment option), from August 2, 2023 to March 7, 2023 (the “Liquidation Amendment”). The voting results for such proposal were as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 4,344,509 | 21 | 0 | 0 | |||||||||||
On March 7, 2023, to effectuate the Liquidation Amendment, the board of directors of the Company filed with the Secretary of State of the State of Delaware the Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company (the “Charter Amendment”). The foregoing description of the Charter Amendment does not purport to be complete and is qualified in its entirety by the terms of the Charter Amendment, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Proposal 2
The proposal to adjourn 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, the Liquidation Amendment, was not presented at the Special Meeting, as the Liquidation Amendment received a sufficient number of votes required for approval.
| Item 8.01 | Other Events. |
Stockholders elected to redeem an aggregate of 4,233 shares of Class A Common Stock, representing approximately 6.9% of the issued and outstanding Class A Common Stock.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment of Amended and Restated Certificate of Incorporation | |
| 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 hereunto duly authorized.
| Arbor Rapha Capital Bioholdings Corp. I | ||
| Date: March 7, 2023 | By: | /s/ Ivan Kaufman |
| Name: | Ivan Kaufman | |
| Title: | Chief Executive Officer | |