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    Model Performance Acquisition Corp. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

    1/3/23 9:46:21 PM ET
    $MPAC
    Business Services
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    Get the next $MPAC alert in real time by email
    0001841993 false --12-31 00-0000000 0001841993 2022-12-28 2022-12-28 0001841993 mpac:UnitsMember 2022-12-28 2022-12-28 0001841993 mpac:OrdinarySharesMember 2022-12-28 2022-12-28 0001841993 us-gaap:WarrantMember 2022-12-28 2022-12-28 0001841993 us-gaap:RightsMember 2022-12-28 2022-12-28 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

     

    United States 

    SECURITIES AND EXCHANGE COMMISSION  

    Washington, D.C. 20549

     

    Form 8-K

     

    Current Report  

    Pursuant to Section 13 or 15(d) of the  

    Securities Exchange Act of 1934

     

    December 28, 2022

    Date of Report (Date of earliest event reported)

     

    Model Performance Acquisition Corp.

    (Exact Name of Registrant as Specified in its Charter)

     

    British Virgin Islands   001-40318   N/A
    (State or other jurisdiction of
    incorporation) 
      (Commission File Number)    (I.R.S. Employer
    Identification
    No.) 

     

    The Sun's Group Center
    29th Floor

    200 Gloucester Road

    Wan Chai,
    Hong Kong
      N/A
    (Address of Principal Executive Offices)    (Zip Code) 

     

    Registrant’s telephone number, including area code: +852 9258 9728

     

    N/A 

    (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

     

    ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act

     

    ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

     

    ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

     

    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 Class A Ordinary Share, no par value, one-half of one Redeemable Warrant, and one Right to acquire one-tenth (1/10) of a Class A Ordinary Share   MPACU   NASDAQ Capital Market
    Ordinary Shares   MPAC   NASDAQ Capital Market
    Warrants   MPACW   NASDAQ Capital Market
    Rights   MPACR   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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

     

    Emerging growth company x

     

    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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

     

    As approved by the shareholders of MPAC at its Special Meeting of shareholders on December 28, 2022 (the “Meeting”), MPAC filed an amendment to modify Regulation 24.5(c) of the Second Amended and Restated Memorandum and Articles of Association with the British Virgin Islands Registry of Corporate Affairs on the same day (the “Charter Amendment”), in order to expand the methods that MPAC may employ to not become subject to the “penny stock” rules of the Securities and Exchange Commission.

     

    The foregoing description of the Charter Amendment is not complete and is subject to and qualified in its entirety by reference to the Charter Amendment, a copy of which is filed with this Current Report on Form 8-K as Exhibit 3.1, and the provisions of which are incorporated by reference herein.

     

    Item 9.01. Financial Statements and Exhibits

     

    (c) Exhibits:

     

    Exhibit No.   Description
    3.1   Amendment to MPAC’s Second Amended and Restated Memorandum and Articles of Association
    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: January 3, 2023         Model Performance Acquisition Corp.
       
       
      By:  /s/ Serena Shie
      Name: Serena Shie
      Title: President and Chief Financial Officer

     

     

     

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