Trident Acquisitions Corp. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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Item 5.07. Submissions of Matters to a Vote of Security Holders.
As previously reported, on February 21, 2021, Trident Acquisitions Corp. (the “Company” or “TDAC”) entered into a business combination agreement (the “Business Combination Agreement”) with Trident Merger Sub II Corp. (“Merger Sub”) and AutoLotto, Inc. (“Lottery.com”). The transactions contemplated by the Business Combination Agreement are sometimes referred to herein as the “Business Combination.”
On October 28, 2021 at 10:00 a.m., Eastern standard time, the Company held a special virtual meeting of its stockholders (the “Special Meeting”) at which the stockholders voted on the following proposals, as set forth below, each of which is described in detail in the definitive proxy statement/prospectus (the “Proxy Statement”) filed with the Securities and Exchange Commission (the “SEC”) on October 18, 2021, which was first mailed by the Company to its stockholders on October 18, 2021.
As of October 13, 2021, the record date for the Special Meeting, there were 11,967,605 shares of common stock issued and outstanding and entitled to vote. There were 8,066,748 shares of common stock represented by proxy at the Special Meeting. The final voting results for each proposal submitted to the stockholders of the Company at the Special Meeting are included below.
Each of the proposals described below was approved by the Company’s stockholders. As of the end of the redemption period, public stockholders have requested the redemption of 20,955 shares of common stock.
PROPOSAL 1 - The Business Combination Proposal:
To approve and adopt the Business Combination Agreement, dated as of February 21, 2021, pursuant to which the Company will engage in the Business Combination with Lottery.com.
| For | Against | Abstain |
| 8,065,271 | 977 | 500 |
PROPOSAL 2 - The Charter Proposal:
To approve and adopt, subject to and conditional on (but with immediate effect therefrom) the approval of the Business Combination Proposal, the Nasdaq Proposal and the Equity Plan Proposal and the consummation of the Business Combination, the replace the Company’s current Amended and Restated Certificate of Incorporation (the “Current Charter”) with the proposed Amended and Restated Certificate of Incorporation in the form attached to the Proxy Statement (the “Proposed Charter”).
| For | Against | Abstain |
| 7,305,710 | 760,190 | 848 |
PROPOSAL 3 – The Advisory Charter Proposals:
To approve and adopt, on a non-binding advisory basis, certain differences between the Current Charter and the Proposed Charter, which are being presented in accordance with the requirements of the U.S. Securities and Exchange Commission as eight separate sub-proposals. Each of the sub-proposals received the following votes:
Proposal 3A: To approve the change of the Company’s name to “Lottery.com Inc.” and remove certain provisions related to its status as a special purpose acquisition company.
| For | Against | Abstain |
| 8,062,921 | 2,857 | 970 |
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Proposal 3B: To increase the amount of authorized shares of common stock from 100,000,000 shares to 500,000,000 shares.
| For | Against | Abstain |
| 7,204,588 | 851,431 | 10,729 |
Proposal 3C: To increase the amount of authorized shares of preferred stock from 1,000 shares to 1,000,000 shares.
| For | Against | Abstain |
| 7,206,368 | 852,111 | 8,269 |
Proposal 3D: To approve the prohibition of stockholders acting by written consent.
| For | Against | Abstain |
| 7,266,440 | 783,554 | 16,754 |
Proposal 3E: To provide that special meetings of stockholders of the combined company may be called at any time only by or at the direction of the Board, the chairperson of the Board or the Chief Executive Officer.
| For | Against | Abstain |
| 7,286,850 | 770,367 | 9,531 |
Proposal 3F: To approve provisions permitting stockholders to remove a director from office only for cause.
| For | Against | Abstain |
| 7,289,867 | 771,468 | 5,413 |
Proposal 3G: To approve provisions requiring the vote of at least two-thirds of the voting power of the outstanding shares of capital stock, rather than a simple majority to amend or repeal certain provisions of the Proposed Charter.
| For | Against | Abstain |
| 7,283,872 | 778,446 | 4,430 |
Proposal 3H: To approve provisions requiring the vote of at least two-thirds of the voting power of the outstanding shares of capital stock, rather than a simple majority, to amend or repeal the combined company’s proposed bylaws.
| For | Against | Abstain |
| 7,284,692 | 778,132 | 3,924 |
Proposal 3I: To approve provisions providing that common stock or any other equity securities of the combined company, or securities exchangeable or exercisable for, or convertible into, such other equity securities of the combined company, owned or controlled by any stockholder who is a Disqualified Holder (as defined in the proposed Charter) or such person’s affiliate will be subject to redemption by the combined company on the terms and conditions set forth in the Proposed Charter.
| For | Against | Abstain |
| 8,052,459 | 4,795 | 9,494 |
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PROPOSAL 4 – The NASDAQ Proposal:
To approve, for purposes of complying with applicable listing rules of the Nasdaq Stock Market, LLC, the issuance of more than 20% of the current total issued and outstanding common stock of the Company in connection with the consummation of the Business Combination.
| For | Against | Abstain |
| 8,050,564 | 10,689 | 5,495 |
PROPOSAL 5 - The Director Election Proposal:
To approve the election of six directors effective upon consummation of the Business Combination.
Each of the director nominees received the following votes:
| Director Nominee | Class | For |
Withhold |
| Steven Cohen | I | 8,060,958 | 5,790 |
| Joseph Kaminkow | I | 8,061,677 | 5,071 |
| Matthew Clemenson | II | 8,061,583 | 5,165 |
| Richard Kivel | II | 8,061,503 | 5,245 |
| Tony DiMatteo | III | 8,061,602 | 5,146 |
| Lisa Borders | III | 8,061,802 | 4,946 |
PROPOSAL 6 – The Equity Plan Proposal:
To approve the Trident Acquisitions Corp. 2021 Incentive Plan to be effective after consummation of the Business Combination.
| For | Against | Abstain |
| 7,288,258 | 770,749 | 7,741 |
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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: October 28, 2021
TRIDENT ACQUISITIONS CORP.
| By: | /s/ Vadim Komissarov | |
| Name: | Vadim Komissarov | |
| Title: | President |
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