Current Report Filing (8-k)
31 Janvier 2023 - 11:13PM
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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
Date of Report (Date of earliest event reported):
January 31, 2023
CATALYST
PARTNERS ACQUISITION CORP.
(Exact name of registrant as specified in its
charter)
Cayman Islands |
|
001-40419 |
|
98-1583476 |
(State or other jurisdiction of
incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
20
University Road Cambridge,
Massachusetts 02138 |
(Address of principal executive offices,
including zip code) |
|
|
Registrant’s telephone number, including
area code: (617) 234-7000
Not Applicable
(Former name or former address, if changed
since last report) |
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, $0.0001 par value, and one-fifth of one redeemable warrant |
|
CPARU |
|
The Nasdaq
Stock Market LLC |
Class
A Ordinary Shares included as part of the Units |
|
CPAR |
|
The Nasdaq
Stock Market LLC |
Redeemable
warrants included as part of the Units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 |
|
CPARW |
|
The Nasdaq
Stock Market LLC |
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 (17 CFR 230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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 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 1.01. |
Entry into a Material Definitive
Agreement. |
The information set forth in Item 3.03 of this
Current Report on Form 8-K related to the Trust Amendment (as defined below) is incorporated herein by reference to the extent required.
Item 3.03. |
Material Modification to
Rights of Security Holders. |
The information set forth
in Items .5.03, 5.07 and 8.01 of this Current Report on Form 8-K is incorporated into this Item 3.03 to the extent required.
At the extraordinary general
meeting of the shareholders of the Company held on January 31, 2023 (the “Shareholder Meeting”) shareholders of the Company
approved (i) an amendment (the “Charter Amendment”) to the Company’s Amended and Restated Memorandum and Articles of
Association (the “Charter”) to accelerate the date by which the Company must cease all operations, except for the purpose
of winding up, if it fails to complete a merger, share exchange, asset acquisition, share purchase, reorganization or similar business
combination, from May 20, 2023 (the “Original Termination Date”) to January 31, 2023 (the “Amended Termination Date”)
and (ii), an amendment (the “Trust Amendment”) to the Investment Management Trust Agreement, dated May 17, 2021 (the “Trust
Agreement”), by and between the Company and Continental Stock Transfer & Trust Company, as trustee, to accelerate the date
on which Continental must commence liquidation of the trust account (the “Trust Account”) established in connection with
the Company’s initial public offering to January 31, 2023.
The Charter Amendment became
automatically effective with the approval of the Charter Amendment Proposal (as defined below) at the Shareholder Meeting. The foregoing
descriptions of the Charter Amendment and the Trust Amendment do not purport to be complete and are qualified in their entirety by reference
to Exhibits 3.1 and 10.1, respectively, which are incorporated herein by reference.
Item 5.03. |
Amendments to Articles of
Incorporation or Bylaws; Change in Fiscal Year. |
The information disclosed in Item 3.03 and in
Item 5.07 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03 to the extent required. On January 31,
2023, the Company entered into the Charter Amendment. The Charter Amendment was approved by the Company’s shareholders at the Shareholder
Meeting, as further described in Item 5.07 below.
The foregoing description
of the Amendment is not intended to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is attached
as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.07. |
Submission of Matters to
a Vote of Security Holders. |
On
January 31, 2023, the Company convened the Shareholder Meeting virtually, solely with respect to the voting on proposals to: (i)
amend the Company’s Charter to accelerate the date by which the Company must cease all operations, except for the purpose of winding
up, if it fails to complete a merger, share exchange, asset acquisition, share purchase, reorganisation or similar business combination,
from May 20, 2023 to January 31, 2023 (the “Charter Amendment Proposal”); and (ii) amend the Trust Agreement to accelerate
on which Continental must commence the liquidation of the Trust Account to January 31, 2023 (the “Trust Amendment Proposal”).
Holders of 35,741,263 ordinary
shares of the Company held of record as of January 3, 2023, the record date for the Shareholder Meeting, were present in person or by
proxy, representing approximately 79.58% of the voting power of the Company’s ordinary shares as of the record date for the Extraordinary
General Meeting, and constituting a quorum for the transaction of business.
The following is a brief
description of the final voting results for each of the proposals submitted to a vote of the shareholders at the Shareholder Meeting
on January 31, 2023.
The Charter Amendment Proposal
To amend the Company’s
Charter to accelerate the date by which the Company must cease all operations, except for the purpose of winding up, if it fails to complete
a merger, share exchange, asset acquisition, share purchase, reorganisation or similar business combination involving the Company, from
May 20, 2023 to January 31, 2023.
The Charter Amendment Proposal
was approved. The voting results of the Charter Amendment Proposal were as follows:
For |
|
Against |
|
Abstain |
35,737,670 |
|
2,326 |
|
1,267 |
The Trust Amendment Proposal
To amend the Trust Agreement,
by and between the Company and Continental, pursuant to an amendment to the Trust Agreement in the form set forth in Annex A of the Proxy
Statement, to accelerate the date on which Continental must commence liquidation of the Trust Account established in connection with
the Company’s initial public offering to January 31, 2023.
The Trust Amendment Proposal
was approved. The voting results of the Trust Amendment Proposal were as follows:
For |
|
Against |
|
Abstain |
35,737,670 |
|
2,226 |
|
1,367 |
Item 7.01. |
Regulation FD Disclosure |
On January 31, 2023, the
Company issued a press release, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference
herein, announcing the approval by shareholders of the Charter Amendment Proposal and the Trust Amendment Proposal.
In
accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 of this Current Report on Form 8-K, including
Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference
in any filing under the Exchange Act or the Securities Act, except as shall be expressly set forth by reference in such a filing. Furthermore,
the furnishing of information under Item 7.01 of this Current Report on Form 8-K is not intended to constitute a determination by the
Company that the information contained herein, including the exhibits hereto, is material or that the dissemination of such information
is required by Regulation FD.
Liquidation of Trust Account
In connection with the vote
to approve the Charter Amendment Proposal and the Trust Amendment Proposal, the holders of 33,068,170 Class A ordinary shares of the
Company properly exercised their right (the “Voluntary Redemption”) to redeem their shares for cash at a redemption price of approximately
$10.18 per share, for an aggregate redemption amount of approximately $336,603,514.
Following the Shareholder
Meeting, the Company notified Continental that it was winding up its business operations on January 31, 2023. Furthermore, in accordance
with the Trust Agreement between Company and Continental, Company authorized Continental to liquidate all of the assets in the Trust
Account and to transfer the total proceeds (less $100,000 of previously unreleased interest to pay dissolution expenses) to be distributed
to the remaining public shareholders of the Company as promptly as reasonably possible and the Company’s warrants will expire worthless.
The Company estimates that the total amount in the trust account available for the redemption, after accounting for the account withdrawals
for taxes and dissolution expenses and the Voluntary Redemption, will be approximately $13,153,619, and the per-share redemption
amount will be approximately $10.18.
A copy of the press release
issued by the Company announcing the liquidation of the Trust Account is attached hereto as Exhibit 99.1.
Item 9.01 |
Financial Statement
and Exhibits. |
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.
|
CATALYST
PARTNERS ACQUISITION CORP. |
|
|
|
|
By: |
/s/
Paul Fielding |
|
|
Name: Paul Fielding |
|
|
Title: Chief Operating
Officer |
|
|
|
Dated: January 31, 2023 |
|
|
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