Property Solutions Acquisition Corporation II 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
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Item 5.03. Amendments to Articles of Incorporation or Bylaws.
The information included in Item 5.07 of this Current Report on Form 8-K is incorporated by reference in this Item 5.03 to the extent required herein. A copy of Property Solutions Acquisition Corp. II, a Delaware corporation (the “Company”) certificate of amendment to its Charter (as defined below) is filed with this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference, and the foregoing description of such certificate of amendment is qualified in its entirety by reference thereto.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On December 22, 2022, the Company held a Special Meeting of Stockholders (the “Special Meeting”). Holders of 30,778,222 shares of the Company’s Common Stock, par value $0.0001 per share, which represented approximately 75.50% of the shares of the Company’s Common Stock outstanding and entitled to vote as of the record date of December 7, 2022, were represented in person or by proxy at the Special Meeting.
At the Special Meeting, stockholders voted on the following proposals, which are described in detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on December 8, 2022. The number of votes cast for and against, as well as the number of abstentions with respect to, the proposals voted upon at the Special Meeting are set forth below.
Proposal 1 – The Charter Amendment Proposal – to amend, in the Company’s charter (the “Charter”) the date by which the Company must cease its operations except for the purpose of winding up if it fails to complete a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”), and redeem all of the shares of Class A Common Stock, par value $0.0001 per share, of the Company (“Class A Common Stock”), included as part of the units sold in the Company’s initial public offering that was completed on March 8, 2021 (the “IPO”), from March 8, 2023 (the “Original Termination Date”) to December 22, 2022, the date of the Special Meeting (the “Amended Termination Date”). Stockholders voted as follows:
| For: | 30,778,218 | |||
| Against: | 4 | |||
| Abstain: | 0 |
Accordingly, the Charter Amendment was approved.
Proposal 2 – The Trust Amendment Proposal – to amend the Investment Management Trust Agreement, dated March 3, 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”), pursuant to an amendment to the Trust Agreement in the form set forth in Annex B of the accompanying Proxy Statement (the “Trust Amendment” and together with the Charter Amendment, the “Amendments”), to change the date on which Continental must commence liquidation of the trust account established in connection with the IPO (the “Trust Account”) to the Amended Termination Date. Stockholders voted as follows:
| For: | 30,778,218 | |||
| Against: | 4 | |||
| Abstain: | 0 |
Accordingly, the Trust Amendment was approved.
Proposal 3 – The Adjournment Proposal – to approve the adjournment of the Special Meeting, if necessary, from time to time to solicit additional proxies in favor of the Amendment Proposals or if otherwise determined by the chairperson of the Special Meeting to be necessary or appropriate. Because there was no need to adjourn the Special Meeting, proposal 3 was not voted upon.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | Description |
| 3.1 | Certificate of Amendment of Amended and Restated Certificate of Incorporation of Property Solutions Acquisition Corp. II |
| 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: December 22, 2022
| Property Solutions Acquisition Corp. II | ||
| By: | /s/ Aaron Feldman | |
| Name: | Aaron Feldman | |
| Title: | Co-Chief Executive Officer | |