PLMJF 8-K
Plum Acquisition Corp. III (PLMJF)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
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Item 3.03 Material Modification to Rights of Security Holders.
At the Extraordinary General Meeting of Alpha Partners Technology Merger Corp., a Cayman Islands exempted company (the “Company”) held on July 27, 2023 (the “Extraordinary General Meeting”), shareholders of the Company approved an amendment to the Company’s amended and restated memorandum and articles of association (the “Charter” and, such amendment to the Charter, the “Charter Amendment”) in order to (i) extend the date by which the Company must consummate its initial business combination, cease its operations and redeem all of its Class A ordinary shares (the “Extension Proposal”), (ii) provide for the right of a holder of Class B ordinary shares of the Company to convert such Class B ordinary shares into Class A ordinary shares on a one-for-one basis prior to the closing of a business combination at the election of the holder (the “Founder Share Amendment Proposal”), and (iii) eliminate from the Charter the limitation that the Company shall not redeem Class A ordinary shares included as part of the units sold in the initial public offering, including any shares issued in exchange thereof (the “Public Shares”) to the extent that such redemption would cause the Company’s net tangible assets to be less than $5,000,001 (the “Redemption Limit” and, such proposal, the “Redemption Limitation Proposal”).
The Company filed the Charter Amendment with the Registrar of Companies in the Cayman Islands on July 28, 2023. The foregoing description of the Charter Amendment does not purport to be complete and is qualified in its entirety by reference to Exhibit 3.1, which is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or By-Laws; Change in Fiscal Year.
The information set forth in Item 3.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Extraordinary General Meeting, a total of 27,032,538, or 74.72% of the Company’s issued and outstanding ordinary shares held of record at the close of business on July 6, 2023, the record date for the Extraordinary General Meeting, were present either in person or by proxy, which constituted a quorum. The Company’s shareholders voted on each of the Extension Proposal, the Founder Share Amendment Proposal and the Redemption Limitation Proposal (collectively, the “Voted Proposals”), which are described in more detail in the definitive proxy statement of the Company filed with the Securities and Exchange Commission on July 7, 2023 (the “Proxy Statement”). As there were sufficient votes to approve the Extension Proposal, the Adjournment Proposal described in the Proxy Statement and referred to as “Proposal No. 3” was not presented to shareholders.
The voting results, as certified in the Final Report of the Inspector of Election, are as follows:
Proposal No. 1 - The Extension Proposal - as a special resolution, to amend the Company’s Charter to extend the date by which the Company must (1) consummate a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination, which we refer to as our initial business combination, (2) cease its operations except for the purpose of winding up if it fails to complete such initial business combination, and (3) redeem all of the Class A ordinary shares, included as part of the units sold in the Company’s initial public offering if it fails to complete such initial business combination, for up to an additional twelve (12) months, from July 30, 2023 to up to July 30, 2024, or such earlier date as determined by the Company’s board of directors.
| For | Against | Abstain | ||
| 25,393,381 | 1,620,342 | 18,815 |
Proposal No. 2 - The Founder Share Amendment Proposal - as a special resolution, to amend the Company’s Charter to provide for the right of a holder of Class B ordinary shares of the Company to convert such Class B ordinary
shares into Class A ordinary shares on a one-for-one basis prior to the closing of a business combination at the election of the holder.
| For | Against | Abstain | ||
| 25,640,380 | 1,373,342 | 18,816 |
Proposal No. 4 - Redemption Limitation Proposal - as a special resolution to amend the Company’s Charter to eliminate the limitation that the Company shall not redeem its Public Shares to the extent that such redemption would cause the Company’s net tangible assets to be less than the Redemption Limit. The Redemption Limitation Proposal would allow the Company to redeem its Public Shares irrespective of whether such redemption would exceed the Redemption Limit.
| For | Against | Abstain | ||
| 26,643,381 | 370,342 | 18,815 |
In connection with the Voted Proposals, the holders of 13,532,591 Class A ordinary shares, properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.41 per share, for an aggregate redemption amount of approximately $140,838,808.13. After the redemptions, approximately $153,169,659 will remain in the Company's trust account.
As a result of the Extension Proposal being approved by the Company’s shareholders, the Company’s sponsor, Alpha Partners Technology Merger Sponsor LLC (the “Sponsor”), or its designee is required to contribute monthly payments to the Company. The Sponsor and its affiliates have committed to fund an extension loan facility of $1,500,000 to fund these monthly contributions.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 3.1 | Amendment to Amended and Restated Memorandum and Articles of Association | |
| 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: July 28, 2023
| ALPHA PARTNERS TECHNOLOGY MERGER CORP. | ||
| By: | /s/ Sean O’Brien | |
| Name: | Sean O’Brien | |
| Title: | Chief Financial Officer | |
Exhibit 3.1
FIRST AMENDMENT
TO THE
AMENDED AND RESTATED
MEMORANDUM AND ARTICLES OF ASSOCIATION
OF
ALPHA PARTNERS TECHNOLOGY MERGER CORP.
TAKE NOTICE that at an Extraordinary General Meeting of the shareholders of Alpha Partners Technology Merger Corp. (the “Company”) held on 27 July 2023, the following special resolutions were passed:
Proposal No. 1 — The Extension Proposal
It is resolved, as a special resolution that:
| (a) | Article 49.7 of the Company’s Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 49.7: |
“In the event that the Company does not consummate a Business Combination within 36 months from the consummation of the IPO or such earlier date as determined by the Board of Directors, the Company shall:
(a) cease all operations except for the purpose of winding up;
(b) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company (less taxes payable and up to US$100,000 of interest to pay dissolution expenses), divided by the number of then Public Shares in issue, which redemption will completely extinguish the rights of Public Shares as Members (including the right to receive further liquidation distributions, if any); and
(c) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Members and the Directors, liquidate and dissolve,
subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and other requirements of Applicable Law.”
| (b) | Article 49.8 of the Company’s Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 49.8: |
“In the event that any amendment is made to the Articles:
(a) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or redeem 100 per cent of the Public Shares if the Company does not consummate a Business Combination within 36 months from the consummation of the IPO or such earlier date as determined by the Board of Directors; or
(b) with respect to any other provision relating to Members’ rights or pre-Business Combination activity,
each holder of Public Shares who is not the Sponsor, a Founder, Officer or Director shall be provided with the opportunity to redeem their Public Shares upon the approval or effectiveness of
any such amendment at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by the number of then outstanding Public Shares.”
Proposal No. 2 – The Founder Share Amendment Proposal
It is resolved, as a special resolution that:
| (a) | Article 17.2 of the Company’s Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 17.2: |
“Class B Shares shall automatically convert into Class A Shares on a one-for-one basis (the “Initial Conversion Ratio”): (a) at any time and from time to time at the option of the holders thereof, or (b) in connection with the consummation of a Business Combination.”
| (b) | Article 17.3 of the Company’s Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 17.3: |
“Notwithstanding the Initial Conversion Ratio, in the case that additional Class A Shares or any other Equity-linked Securities, are issued, or deemed issued, by the Company in excess of the amounts offered in the IPO and in connection with the consummation of a Business Combination, all Class B Shares in issue shall automatically convert into Class A Shares in connection with the consummation of a Business Combination at a ratio for which the Class B Shares shall convert into Class A Shares will be adjusted (unless the holders of a majority of the Class B Shares in issue agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A Shares issuable upon conversion of all Class B Shares will equal, on an as-converted basis, in the aggregate, 20 per cent of the sum of all Class A Shares and Class B Shares in issue upon completion of the IPO plus all Class A Shares and Equity-linked Securities issued or deemed issued in connection with a Business Combination, excluding any Shares or Equity-linked Securities issued, or to be issued, to any seller in a Business Combination and any private placement units issued to the Sponsor or its Affiliates upon conversion of working capital loans made to the Company.”
| (c) | Article 49.10 of the Company’s Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 49.10: |
“Except in connection with the conversion of Class B Shares into Class A Shares pursuant to the Class B Ordinary Share Conversion Article hereof where the holders of such Shares have waived any right to receive funds from the Trust Account, after the issue of Public Shares, and prior to the consummation of a Business Combination, the Company shall not issue additional Shares or any other securities that would entitle the holders thereof to:
(a) receive funds from the Trust Account; or
(b) vote as a class with Public Shares on a Business Combination.”
Proposal No. 4 – Redemption Limitation Proposal
It is resolved, as a special resolution that:
| (a) | Article 49.2 of the Company’s Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 49.2: |
“Prior to the consummation of a Business Combination, the Company shall either:
(a) submit such Business Combination to its Members for approval; or
(b) provide Members with the opportunity to have their Shares repurchased by means of a tender offer for a per-Share repurchase price payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of such Business Combination, including interest earned on the Trust Account (net of taxes paid or payable, if any), divided by the number of then issued Public Shares.”
| (b) | Article 49.5 of the Company’s Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 49.5: |
“Any Member holding Public Shares who is not the Sponsor, a Founder, Officer or Director may, in connection with any vote on a Business Combination, elect to have their Public Shares redeemed for cash, in accordance with any applicable requirements provided for in the related proxy materials (the “IPO Redemption”), provided that no such Member acting together with any Affiliate of his or any other person with whom he is acting in concert or as a partnership, limited partnership, syndicate, or other group for the purposes of acquiring, holding, or disposing of Shares may exercise this redemption right with respect to more than 15 per cent of the Public Shares in the aggregate without the prior consent of the Company. If so demanded, the Company shall pay any such redeeming Member, regardless of whether he is voting for or against such proposed Business Combination, a per-Share redemption price payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the Trust Account (such interest shall be net of taxes payable) and not previously released to the Company to pay its taxes, divided by the number of then issued Public Shares (such redemption price being referred to herein as the “Redemption Price”), but only in the event that the applicable proposed Business Combination is approved and in connection with its consummation.”