UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Amendment No. 2
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 15, 2022 (
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS. Employer Identification No.) |
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (
Not Applicable
(Former name or former address, if changed since last report)
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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading |
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 (§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.
EXPLANATORY NOTE
DTRT Health Acquisition Corp. (the “Company”) is filing this Amendment No. 2 to the Current Report on Form 8-K/A (the “Amendment No. 2”), originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 12, 2022 (the “Original Filing”), and as amended by Amendment No. 1 to the Original Filing, as filed with the SEC on December 13, 2022 (the “Amendment No. 1”), in which the Company reported the results of the special meeting of stockholders of the Company to amend Item 5.07 of Amendment No. 1 to clarify the per share redemption price paid to stockholders who exercised their right to redeem their shares. Only the items being amended are included in Amendment No. 2.
Amendment No. 2 does not amend any other item of the Original Filing and Amendment No. 1 or purport to provide an update or a discussion of any developments at the Company subsequent to the filing dates of the Original Filing and Amendment No.1, respectively.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On December 6, 2022, DTRT held a special meeting of stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Charter Amendment”) in connection with the extension of the date by which the Company must complete a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination involving the Company and one or more businesses (a “business combination”) from December 7, 2022 to March 7, 2023 (the “Extension Amendment Proposal”).
The following is a tabulation of the votes with respect to the Extension Amendment Proposal, which was approved by the Company’s stockholders:
| For | Against | Abstain | ||
| 22,513,323 | 488,958 | 33,177 |
In connection with the Special Meeting, stockholders holding an aggregate of 19,779,227 shares of the Company’s Class A common stock exercised their right to redeem their shares. These holders were paid an aggregate of approximately $10.28 per share, representing $10.20 per share plus accrued interest on the funds held in the Company’s trust account, leaving approximately $33,402,698 in cash in the trust account after satisfaction of such redemptions and following the deposit of the additional funds into the trust account.
In addition, on December 6, 2022, the Company filed the Charter Amendment with the Secretary of State of the State of Delaware. A copy of the Charter Amendment is attached hereto as Exhibit 3.1.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description of Exhibits | |
| 3.1* | Amendment to the Registrant’s Amended and Restated Certificate of Incorporation. | |
| 10.1* | Convertible Promissory Note dated as of December 6, 2022. | |
| 104 | Cover Page Interactive Data File-Embedded within the inline XBRL document. | |
* Previously filed.
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 hereunto duly authorized.
| DTRT HEALTH ACQUISITION CORP. | ||
| By: | /s/ Mark Heaney | |
| Name: | Mark Heaney | |
| Title: | Chief Executive Officer | |
Date: December 15, 2022
Document and Entity Information |
Dec. 06, 2022 |
|---|---|
| Document Information [Line Items] | |
| Document Type | 8-K/A |
| Amendment Flag | true |
| Document Period End Date | Dec. 06, 2022 |
| Entity Registrant Name | DTRT HEALTH ACQUISITION CORP. |
| Entity Incorporation, State or Country Code | DE |
| Entity File Number | 001-40774 |
| Entity Tax Identification Number | 86-3336784 |
| Entity Address, Address Line One | 1415 West 22nd Street |
| Entity Address, Address Line Two | Tower Floor |
| Entity Address, City or Town | Oak Brook |
| Entity Address, State or Province | IL |
| Entity Address, Postal Zip Code | 60523 |
| City Area Code | 314 |
| Local Phone Number | 316-5473 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Entity Emerging Growth Company | true |
| Entity Ex Transition Period | false |
| Amendment Description | DTRT Health Acquisition Corp. (the “Company”) is filing this Amendment No. 2 to the Current Report on Form 8-K/A (the “Amendment No. 2”), originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 12, 2022 (the “Original Filing”), and as amended by Amendment No. 1 to the Original Filing, as filed with the SEC on December 13, 2022 (the “Amendment No. 1”), in which the Company reported the results of the special meeting of stockholders of the Company to amend Item 5.07 of Amendment No. 1 to clarify the per share redemption price paid to stockholders who exercised their right to redeem their shares. Only the items being amended are included in Amendment No. 2.Amendment No. 2 does not amend any other item of the Original Filing and Amendment No. 1 or purport to provide an update or a discussion of any developments at the Company subsequent to the filing dates of the Original Filing and Amendment No.1, respectively. |
| Entity Central Index Key | 0001865537 |
| Common Class A [Member] | |
| Document Information [Line Items] | |
| Title of 12(b) Security | Class A common stock, par value $0.0001 |
| Trading Symbol | DTRT |
| Security Exchange Name | NASDAQ |
| Redeemable warrants, each warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share [Member] | |
| Document Information [Line Items] | |
| Title of 12(b) Security | Redeemable warrants, each warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share |
| Trading Symbol | DTRTW |
| Security Exchange Name | NASDAQ |
| Units, each consisting of one share of Class A common stock, par value $0.0001, and one-half of one redeemable warrant [Member] | |
| Document Information [Line Items] | |
| Title of 12(b) Security | Units, each consisting of one share of Class A common stock, par value $0.0001, and one-half of one redeemable warrant |
| Trading Symbol | DTRTU |
| Security Exchange Name | NASDAQ |