UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
| (Exact name of registrant as specified in its charter) |
| (State of incorporation or organization) | (I.R.S. Employer Identification No.) | |
| (Address of principal executive offices) | (Zip Code) |
(
(Registrant's telephone number, including area code)
Commission File No.
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 (see General Instruction A.2. below):
| 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)) |
Securities registered under Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 5.07. | Submission of Matters to a Vote of Security Holders. |
At the Special Meeting of the stockholders on October 14, 2022 (the “Meeting”), there were 10,594,743 shares of the Company’s common stock present in person or represented by proxy, which is 73.70% of the 14,375,000 total shares of the Company’s common stock outstanding on the record date of September 6, 2022, thereby constituting a quorum. At the Meeting, our stockholders considered two proposals, which are described briefly below and in more detail in the Proxy Statement. Both proposals were approved, and the final voting results for each proposal are set forth below.
Proposal 1 – the Extension Amendment Proposal – Amend the Company’s amended and restated certificate of incorporation (the “Amendment”) to extend the date by which the Company has to consummate a Business Combination from October 22, 2022, to April 22, 2023, or such earlier date as determined by the board of directors.
The approval of the Extension Amendment Proposal required the affirmative vote of the holders of a majority of shares of the Company’s common stock, represented in person or by proxy at the special meeting. Proposal Number One received the following votes:
| Shares Voted For |
% of Shares Present |
Shares Voted Against |
% of Shares Present |
Abstentions |
% of Shares Present |
Broker Non- Vote | ||||||
| 10,472,114 | 98.84% | 122,629 | 1.16% | 0% | 0.00% | 0 |
Under Delaware law, the Amendment will take effect upon filing with the Delaware Secretary of State. The Company has accordingly submitted the Amendment to the Delaware Secretary of State for filing. The terms of the Amendment are set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on September 20, 2022, and a copy of the Amendment is attached as Exhibit 3.1 hereto and is incorporated by reference herein.
Proposal Number 2 - the Adjournment Proposal – Adjourn the Special 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 Proposal One.
The approval of the Adjournment Proposal required the affirmative vote of the holders of a majority of the Company’s shares of common stock, represented in person or by proxy at the special meeting. Proposal Number Two received the following votes:
| Shares Voted For |
% of Shares Present |
Shares Voted Against |
% of Shares Present |
Abstentions |
% of Shares Present |
Broker Non- Vote | ||||||
| 10,472,114 | 98.84% | 122,629 | 1.16% | 0% | 0.00% | 0 |
| Item 8.01. | Other Events. |
Shareholders holding 11,251,347 Public Shares exercised their right to redeem their shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $114,949913.76 (approximately $10.2165 per Public Share) will be removed from the Trust Account to pay such holders, subject to applicable law.
Following the redemption, the Company’s remaining Public Shares outstanding were 248,653. The Company is preparing to contribute the sum of $24,865.30, representing $0.10 per share, into the Trust Account as the required extension payment for the 3-month extension period ending January 22, 2023. After such funding, the Trust Account will contain approximately $10.3165 per remaining Public Share outstanding. However, the Company is seeking to determine whether any redeeming shareholders wish to cancel their redemption requests in order to determine whether the Trust Account will have in excess of $5,000,001 in net tangible assets following approval of the Extension Amendment Proposal, in which case the Company will contribute additional funds at $0.10 per share, into the Trust Account as the required extension payment for the 3-month extension period ending January 22, 2023, and the amount to be removed from the Trust Account to pay redeeming shareholders would be reduced accordingly. If some redeeming shareholders do not cancel their redemption requests such that the Trust Account will not have in excess of $5,000,001 in net tangible assets following approval of the Extension Amendment Proposal, the Company may proceed to take action to cancel the extension or otherwise cause or allow the Company to dissolve and liquidate, subject to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. The following exhibits are filed with this Form 8-K: |
| Exhibit No. | Description of Exhibits | |
| 3.1 | First Amendment to the Amended and Restated Certificate of Incorporation | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 thereunto duly authorized.
| INDUSTRIAL HUMAN CAPITAL, INC. | ||
| Date: October 20, 2022 | By: | /s/ Scott W. Absher |
| Scott W. Absher | ||
| Chief Executive Officer | ||
Exhibit 3.1
FIRST AMENDMENT
TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
INDUSTRIAL HUMAN CAPITAL, INC.
Pursuant to Section 242 of the
Delaware General Corporation Law
INDUSTRIAL HUMAN CAPITAL, INC. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows:
| 1. | The name of the Corporation is Industrial Human Capital, Inc. The Corporation’s Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on February 16, 2021. An Amended and Restated Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on October 19, 2021 (the “Amended and Restated Certificate of Incorporation”). | |
| 2. | This First Amendment to the Amended and Restated Certificate of Incorporation amends the Amended and Restated Certificate of Incorporation of the Corporation. | |
| 3. | This First Amendment to the Amended and Restated Certificate of Incorporation was duly adopted by the affirmative vote of the holders of a majority of the stock represented in person or by proxy and entitled to vote at a meeting of stockholders in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware (the “DGCL”). | |
| 4. | The text of Section SIXTH (E) is hereby amended and restated to read in full as follows: |
E. In the event that the Corporation does not consummate a Business Combination by 18 months from the consummation of the IPO (or, if the Office of the Delaware Division of Corporations shall not be open for business, including filing of corporate documents, for a full business day on such date, the next date upon which the Office of the Delaware Division of Corporations shall be open for business for a full business day) (such date being referred to as the “Termination Date”), the Corporation shall (i) cease all operations except for the purposes of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter redeem 100% of the IPO Shares for cash for a redemption price per share as described below (which redemption will completely extinguish such holders’ rights as stockholders, including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to approval of the Corporation’s then stockholders and subject to the requirements of the DGCL, including the adoption of a resolution by the Board of Directors pursuant to Section 275(a) of the DGCL finding the dissolution of the Corporation advisable and the provision of such notices as are required by said Section 275(a) of the DGCL, dissolve and liquidate the balance of the Corporation’s net assets to its remaining stockholders, as part of the Corporation’s plan of dissolution and liquidation, subject (in the case of (ii) and (iii) above) to the Corporation’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law. In such event, the per share redemption price shall be equal to the Trust Fund plus any interest earned on the funds held in the Trust Fund and not previously released to the Corporation and not necessary to pay its taxes divided by the total number of IPO Shares then outstanding.
| 5. | The text of Section SIXTH (H) is hereby amended and restated to read in full as follows: |
H. If any amendment is made to this Article Sixth that would modify the substance or timing of the Corporation’s obligation to provide for the conversion of the IPO Shares in connection with an initial Business Combination or to redeem 100% of the IPO Shares if the Corporation has not consummated an initial Business Combination within 18 months from the date of the consummation of the IPO, or with respect to any other provision in this Article Sixth, the holders of IPO Shares shall be provided with the opportunity to redeem their IPO Shares upon the approval of any such amendment, at the per-share price specified in paragraph C.
IN WITNESS WHEREOF, Industrial Human Capital, Inc. has caused this first Amendment to the Amended and Restated Certificate to be duly executed in its name and on its behalf by an authorized officer as of this 14th day of October 2022.
| Industrial Human Capital, Inc. | ||
| By: | /s/ Scott W. Absher | |
| Name: | Scott W. Absher | |
| Title: | Chief Executive Officer | |