Disruptive Acquisition Corporation I filed SEC Form 8-K: Entry into a Material Definitive Agreement, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement |
On February 14, 2023, shareholders of Disruptive Acquisition Corporation I (the “Company”) at an extraordinary general meeting of shareholders of the Company (the “Extraordinary General Meeting”) approved an amendment (the “Trust Amendment”) to that certain investment management trust agreement, dated as of March 26, 2021 (the “Trust Agreement”), by and between the Company and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as trustee (“Continental”), to change the date on which Continental must commence liquidation of the trust account established in connection with the Company’s initial public offering (the “Trust Account”) from the earlier of the Company’s completion of a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (an “initial business combination”) and March 26, 2023 to the earliest of (i) the Company’s completion of an initial business combination, (ii) March 26, 2024 (the “Extended Date”) and (iii) such earlier date as shall be determined by the Company’s board of directors and publicly announced by the Company (the “Amended Termination Date”).
The foregoing description is qualified in its entirety by the full text of the Trust Amendment, which is filed as Exhibit 10.1 hereto and incorporated by reference herein.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
Within 12 days of the Extraordinary General Meeting, the Company will file with the Registrar of Companies of the Cayman Islands an amendment (the “Extension Amendment”) to the Company’s amended and restated memorandum and articles of association to extend the date that the Company has to consummate an initial business combination from March 26, 2023 to the Extended Date or the Amended Termination Date. The Company’s shareholders approved the Extension Amendment at the Extraordinary General Meeting.
The foregoing description is qualified in its entirety by the full text of the Extension Amendment, 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 |
At the Extraordinary General Meeting, holders of 27,173,753 of the Company’s ordinary shares were present in person or represented by proxy, which represented approximately 79.05% of the ordinary shares issued and outstanding and entitled to vote as of the record date of January 3, 2023.
At the Extraordinary General Meeting, the Company’s shareholders approved the following items: (i) a proposal to approve the Extension Amendment (such proposal, the “Extension Amendment Proposal”); (ii) a proposal to approve the Trust Amendment (such proposal, the “Trust Amendment Proposal”); (iii) a proposal to ratify the selection by the Company’s audit committee of Marcum LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 (such proposal, the “Auditor Ratification Proposal”) and (iv) a proposal to reappoint Karen L. Finerman as a Class 1 director, with such director to serve until the third annual general meeting following the Extraordinary General Meeting and until her successor is appointed and qualified (such proposal, the “Director Election Proposal”). Accordingly, the Adjournment Proposal (as such term is defined in the definitive proxy statement related to the Extraordinary General Meeting filed by the Company with the Securities and Exchange Commission (the “SEC”) on January 13, 2023) was not presented to the Company’s shareholders.
Set forth below are the final voting results for each of the proposals presented at the Extraordinary General Meeting:
Approval of Proposal 1 – Extension Amendment Proposal
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Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
| 22,681,032 | 3,266,988 | 0 | 1,225,733 |
Approval of Proposal 2 – Trust Amendment Proposal
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Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
| 22,681,008 | 3,266,988 | 24 | 1,225,733 |
Approval of Proposal 3 – Auditor Ratification Proposal
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Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
| 26,841,061 | 332,668 | 24 | N/A |
Approval of Proposal 4 – Director Appointment Proposal
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Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
| 6,875,000 | 0 | 0 | 0 |
Item 8.01 Other events
In connection with the shareholders’ vote at the Extraordinary General Meeting, the holders of 25,790,900 ordinary shares of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.19 per share, for an aggregate redemption amount of approximately $262,823,829.46.
Forward-Looking Statements
This Current Report on Form 8-K includes forward-looking statements that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. These forward-looking statements and factors that may cause such differences include, without limitation, uncertainties relating to the Company’s ability to complete an initial business combination within the required time period or, and other risks and uncertainties indicated from time to time in filings with the SEC, including the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 under the heading “Risk Factors” and other documents the Company has filed, or will file, with the SEC. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
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Exhibit Number |
Description |
| 3.1 | Amendment, dated as of February 14, 2023, to the Amended and Restated Memorandum and Articles of Association of Disruptive Acquisition Corporation I. |
| 10.1 | Amendment to the Investment Management Trust Agreement, dated as of February 14, 2023, between Disruptive Acquisition Corporation I and Continental Stock Transfer & Trust Company. |
| 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.
Dated: February 21, 2023
| DISRUPTIVE ACQUISITION CORPORATION I | ||||
| By: | /s/ Phillip C. Caputo | |||
| Name: | Phillip C. Caputo | |||
| Title: | Chief Financial Officer | |||