Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 23, 2023, the Company
held an extraordinary general meeting of shareholders (the “Meeting”). At the Meeting, the following proposals were
considered and acted upon by the shareholders of the Company:
(a) a proposal to amend the
Company’s amended and restated memorandum and articles of association (the “Extension Amendment”) to extend the
date by which the Company would be required to consummate a business combination from June 3, 2023 to March 3, 2024 (the “Extension
Amendment Proposal”);
(b) a proposal to amend the
Company’s amended and restated memorandum and articles of association (the “Liquidation Amendment”, and together
with the Extension Amendment, the “Charter Amendments”) to permit the Board, in its sole discretion, to elect to wind
up the Company’s operations on an earlier date than March 3, 2024 (including prior to June 3, 2023) (the “Liquidation
Amendment Proposal”);
(c) a proposal to amend the
Trust Agreement to extend the date by which the Company would be required to consummate a business combination from June 3, 2023 to March
3, 2024, or such earlier date as determined by the Board in its sole discretion (the “Trust Amendment Proposal”); and
(d) a
proposal to approve the adjournment of the Meeting to a later date or dates, if necessary, to permit further solicitation
and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any of the foregoing
proposals (the “Adjournment Proposal”).
The
number of votes cast for or against, as well as the number of abstentions as to each proposal, are set forth below.
| 1. | Extension Amendment Proposal |
| For | | |
Against | | |
Abstain | |
| | 22,184,457 | | |
| 251,406 | | |
| 0 | |
Accordingly,
the Extension Amendment Proposal was approved.
| 2. | Liquidation Amendment Proposal |
| For | | |
Against | | |
Abstain | |
| | 22,184,457 | | |
| 251,406 | | |
| 0 | |
Accordingly,
the Liquidation Amendment Proposal was approved.
| 3. | Trust Amendment Proposal |
| For | | |
Against | | |
Abstain | |
| | 22,184,457 | | |
| 251,406 | | |
| 0 | |
Accordingly,
the Trust Amendment Proposal was approved.
As
there were sufficient votes at the time of the Meeting to approve each of the above proposals, the Adjournment Proposal, which had been
previously voted on by proxy, was not presented to shareholders at the Meeting.
Shareholders
holding 18,751,603 shares of the Company’s Class A ordinary shares exercised their right to redeem such Class A ordinary shares
for a pro rata portion of the funds in the Company’s trust account (the “Trust Account”) established in connection with
its initial public offering (the “Redemption”). As a result, $197,192,733.57 (approximately $10.51 per share) will
be removed from the Trust Account to pay such holders.
As
previously disclosed, on May 23, 2023, the Company issued an aggregate of 5,749,999 Class A ordinary shares, par value $0.0001 per share
(the “Class A Ordinary Shares”) to CEMAC Sponsor LP, the sponsor of the Company (the “Sponsor”),
upon the conversion (the “Conversion”) of an equal number of the Company’s Class B ordinary shares, par value
$0.0001 per share (the “Class B Ordinary Shares”), held by the Sponsor. Following the Conversion and the Redemption,
there are 9,998,396 Class A Ordinary Shares issued and outstanding and one Class B Ordinary Share issued and outstanding. As a result
of the Conversion and the Redemption, the Sponsor holds approximately 57.5% of the Company’s Class A Ordinary Shares that are outstanding.
The
Company filed the Charter Amendments with the Cayman Islands Registrar of Companies on May 23, 2023. A copy of the Charter Amendments
is attached hereto as Exhibit 3.1 and is incorporated by reference.