UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
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| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Securities registered pursuant to Section 12(b) of the Act:
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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
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 |
On February 14, 2023, shareholders of Disruptive Acquisition Corporation I (the “Company”) at an extraordinary general meeting of shareholders of the Company (the “Extraordinary General Meeting”) approved an amendment (the “Trust Amendment”) to that certain investment management trust agreement, dated as of March 26, 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”), to change the date on which Continental must commence liquidation of the trust account established in connection with the Company’s initial public offering (the “Trust Account”) from the earlier of the Company’s completion of a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (an “initial business combination”) and March 26, 2023 to the earliest of (i) the Company’s completion of an initial business combination, (ii) March 26, 2024 (the “Extended Date”) and (iii) such earlier date as shall be determined by the Company’s board of directors and publicly announced by the Company (the “Amended Termination Date”).
The foregoing description is qualified in its entirety by the full text of the Trust Amendment, which is filed as Exhibit 10.1 hereto and incorporated by reference herein.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
Within 12 days of the Extraordinary General Meeting, the Company will file with the Registrar of Companies of the Cayman Islands an amendment (the “Extension Amendment”) to the Company’s amended and restated memorandum and articles of association to extend the date that the Company has to consummate an initial business combination from March 26, 2023 to the Extended Date or the Amended Termination Date. The Company’s shareholders approved the Extension Amendment at the Extraordinary General Meeting.
The foregoing description is qualified in its entirety by the full text of the Extension Amendment, which is filed as Exhibit 3.1 hereto and incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
At the Extraordinary General Meeting, holders of 27,173,753 of the Company’s ordinary shares were present in person or represented by proxy, which represented approximately 79.05% of the ordinary shares issued and outstanding and entitled to vote as of the record date of January 3, 2023.
At the Extraordinary General Meeting, the Company’s shareholders approved the following items: (i) a proposal to approve the Extension Amendment (such proposal, the “Extension Amendment Proposal”); (ii) a proposal to approve the Trust Amendment (such proposal, the “Trust Amendment Proposal”); (iii) a proposal to ratify the selection by the Company’s audit committee of Marcum LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 (such proposal, the “Auditor Ratification Proposal”) and (iv) a proposal to reappoint Karen L. Finerman as a Class 1 director, with such director to serve until the third annual general meeting following the Extraordinary General Meeting and until her successor is appointed and qualified (such proposal, the “Director Election Proposal”). Accordingly, the Adjournment Proposal (as such term is defined in the definitive proxy statement related to the Extraordinary General Meeting filed by the Company with the Securities and Exchange Commission (the “SEC”) on January 13, 2023) was not presented to the Company’s shareholders.
Set forth below are the final voting results for each of the proposals presented at the Extraordinary General Meeting:
Approval of Proposal 1 – Extension Amendment Proposal
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Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
| 22,681,032 | 3,266,988 | 0 | 1,225,733 |
Approval of Proposal 2 – Trust Amendment Proposal
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Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
| 22,681,008 | 3,266,988 | 24 | 1,225,733 |
Approval of Proposal 3 – Auditor Ratification Proposal
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Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
| 26,841,061 | 332,668 | 24 | N/A |
Approval of Proposal 4 – Director Appointment Proposal
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Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
| 6,875,000 | 0 | 0 | 0 |
Item 8.01 Other events
In connection with the shareholders’ vote at the Extraordinary General Meeting, the holders of 25,790,900 ordinary shares of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.19 per share, for an aggregate redemption amount of approximately $262,823,829.46.
Forward-Looking Statements
This Current Report on Form 8-K includes forward-looking statements that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. These forward-looking statements and factors that may cause such differences include, without limitation, uncertainties relating to the Company’s ability to complete an initial business combination within the required time period or, and other risks and uncertainties indicated from time to time in filings with the SEC, including the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 under the heading “Risk Factors” and other documents the Company has filed, or will file, with the SEC. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
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Exhibit Number |
Description |
| 3.1 | Amendment, dated as of February 14, 2023, to the Amended and Restated Memorandum and Articles of Association of Disruptive Acquisition Corporation I. |
| 10.1 | Amendment to the Investment Management Trust Agreement, dated as of February 14, 2023, between Disruptive Acquisition Corporation I and Continental Stock Transfer & Trust Company. |
| 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: February 21, 2023
| DISRUPTIVE ACQUISITION CORPORATION I | ||||
| By: | /s/ Phillip C. Caputo | |||
| Name: | Phillip C. Caputo | |||
| Title: | Chief Financial Officer | |||
Exhibit 3.1
AMENDMENTS
TO THE
AMENDED AND RESTATED
MEMORANDUM AND ARTICLES OF ASSOCIATION
OF
DISRUPTIVE ACQUISITION CORPORATION I
DISRUPTIVE ACQUISITION CORPORATION I
(THE “COMPANY”)
RESOLUTIONS OF THE SHAREHOLDERS OF THE COMPANY
RESOLVED, as a special resolution, that:
(i) Article 49.7 of the Articles of Association of the Company be deleted in its entirety and replaced as follows:
“49.7 In the event that the Company does not consummate a Business Combination by 36 months from the consummation of the IPO, or such earlier time that shall be determined by the Directors in their sole discretion, or such other time as the Members may approve in accordance with the Articles, 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 (less up to US$100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then Public Shares in issue, which redemption will completely extinguish the rights of the holders 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 the requirements of Applicable Law.”
(ii) Article 49.8 of the Articles of Association of the Company be deleted in its entirety and replaced as follows:
“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 time that shall be determined by the Directors in their sole discretion, or such other time as the Members may approve in accordance with the Articles; 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. The Company’s ability to provide such redemption in this Article is subject to the Redemption Limitation.”
Exhibit 10.1
AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT
THIS AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment Agreement”), dated as of February 14, 2023, is made by and between Disruptive Acquisition Corporation I, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”), and amends that certain Investment Management Trust Agreement, effective as of March 26, 2021 (the “Trust Agreement”), by and between the Company and the Trustee. Capitalized terms used but not defined in this Amendment Agreement have the meanings assigned to such terms in the Trust Agreement.
WHEREAS, following the closing of the Company’s initial public offering of 27,500,000 units, including the subsequent partial exercise of the underwriters’ over-allotment option (the “Offering”) and concurrent sales of an aggregate of 5,000,000 private placement warrants to Disruptive Acquisition Sponsor I, LLC (the “Private Placement Warrants”), as of May 5, 2021, a total of $275,000,000 of the net proceeds from the Offering and the sale of the Private Placement Warrants was placed in the Trust Account;
WHEREAS, Section 1(i) of the Trust Agreement provides that the Trustee is to liquidate the Trust Account and distribute the Property in the Trust Account, including interest earned on the invested funds held in the Trust Account and not previously released to the Company to pay its franchise and income taxes (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses) (x) upon receipt of, and only in accordance with, the terms of a Termination Letter in a form substantially similar to that attached to the Trust Agreement as Exhibit A or Exhibit B, as applicable, or (y) the later of (1) 24 months after the closing of the Offering and (2) such later date as may be approved by the Company’s shareholders in accordance with the Company’s amended and restated memorandum and articles of association;
WHEREAS, Section 6(c) of the Trust Agreement provides that the Trust Agreement may only be amended by a writing signed by each of the Company and the Trustee with the affirmative vote of sixty-five percent (65%) of the voting power of the then-outstanding shares of the Ordinary Shares and the Company’s Class B ordinary shares; and
WHEREAS, at a meeting of the shareholders of the Company held on or about the date hereof (the “Meeting”), at least sixty-five percent (65%) of the voting power of the then-outstanding shares of the Ordinary Shares and the Company’s Class B ordinary shares have voted to approve this Amendment Agreement;
WHEREAS, at the Meeting, the shareholders of the Company also voted to approve the second amendment and restatement of the Company’s memorandum and articles of association (as so amended and restated, the “Restated Articles”); and
WHEREAS, each of the Company and the Trustee desires to amend the Trust Agreement as provided herein.
NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:
1. Amendment to the Trust Agreement. Effective as of the execution hereof, Section 1(i) of the Trust Agreement is hereby amended and restated in its entirety as follows:
“(i) Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with the terms of, a letter from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer, President, Executive Vice President, Vice President, Secretary or Chairman of the board of directors of the Company (the “Board”) or other authorized officer of the Company, and, in the case of Exhibit A, acknowledged and agreed to by the Representative, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and up to $100,000 of interest income to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, or (y) the date which is (1) 36 months after the closing of the Offering, (2) such earlier date as determined by the board of
directors of the Company, in its sole discretion, and publicly announced by the Company, or (3) such other date as may be approved by the Company’s shareholders in accordance with the Company’s amended and restated memorandum and articles of association if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and up to $100,000 of interest income to pay dissolution expenses), shall be distributed to the Public Shareholders of record as of such date”;
2. No Further Amendment. The parties hereto agree that except as provided in this Amendment Agreement, the Trust Agreement shall continue unmodified, in full force and effect and constitute legal and binding obligations of all parties thereto in accordance with its terms. This Amendment Agreement forms an integral and inseparable part of the Trust Agreement.
3. References.
(a) All references to the “Trust Agreement” (including “hereof,” “herein,” “hereunder,” “hereby” and “this Agreement”) in the Trust Agreement shall refer to the Trust Agreement as amended by this Amendment Agreement. Notwithstanding the foregoing, references to the date of the Trust Agreement (as amended hereby), and references in the Trust Agreement to “the date hereof,” “the date of this Trust Agreement” and terms of similar import shall in all instances continue to refer to March 26, 2021.
(b) All references to the “amended and Restated Articles of incorporation” in the Trust Agreement (as amended by this Amendment Agreement) and terms of similar import shall mean the Restated Articles.
4. Governing Law; Jurisdiction. This Amendment Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, State of New York, for purposes of resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT, EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.
5. Counterparts. This Amendment Agreement may be executed in several original or facsimile counterparts, each one of which shall constitute an original, and together shall constitute but one instrument.
6. Other Miscellaneous Terms. The provisions of Sections 6(e), 6(g) and 6(i) of the Trust Agreement shall apply mutatis mutandis to this Amendment Agreement, as if set forth in full herein.
[Signature Pages Follow]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment Agreement to be duly executed by their duly authorized representatives, all as of the day and year first above written.
| CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee |
||||
| By: | /s/ Francis Wolf | |||
| Name: | Francis Wolf | |||
| Title: | Vice President | |||
| DISRUPTIVE ACQUISITION CORPORATION I | ||||
| By: | /s/ Phillip C. Caputo | |||
| Name: | Phillip C. Caputo | |||
| Title: | Chief Financial Officer | |||