UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement |
On February 3, 2023, in connection with its Extraordinary General Meeting held on February 3, 2023 (the “Extraordinary General Meeting”), Aurora Technology Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”) entered into Amendment No. 1 to the Investment Management Trust Agreement, dated February 7, 2022, to allow the Company to extend the date by which it has to consummate a business combination (the “Combination Period”) six (6) times for an additional one (1) month each time from February 9, 2023 to August 9, 2023 by depositing into the Trust Account for each one-month extension the lesser of: (x) $135,000 or (y) $0.045 per share multiplied by the number of public shares then outstanding (the “Trust Amendment”). A copy of the Trust Amendment is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
The information disclosed 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 herein.
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
At the Extraordinary General Meeting, holders of 20,721,509 of the Company’s ordinary shares, which represents approximately 81.09% of the ordinary shares outstanding and entitled to vote as of the record date of December 19, 2022, were represented in person or by proxy.
At the Extraordinary General Meeting, the shareholders approved (1) a special resolution to amend the Company’s Amended and Restated Articles of Association giving the Company the right to extend the Combination Period six (6) times for an additional one (1) month each time, from February 9, 2023 to August 9, 2023 (the “Extension Amendment”) and (2) the proposal to approve the Trust Amendment. A copy of the Extension Amendment is attached to this Current Report on Form 8-K as Exhibit 3.1 and incorporated herein by reference.
Approval of Extension Amendment
| Votes For | Votes Against | Abstentions | ||
| 19,236,043 | 1,485,466 | 0 |
Approval of Trust Amendment
| Votes For | Votes Against | Abstentions | ||
| 19,236,043 | 1,485,466 | 0 |
In connection with the vote to approve the Extension Amendment, the holders of 14,529,877 Class A ordinary shares elected to redeem their shares for cash at a redemption price of approximately $10.25 per share, for an aggregate redemption amount of approximately $148.9 million, leaving approximately $58.3 million in the trust account.
The information included in Item 1.01 is incorporated by reference in this item to the extent required herein.
The proposal to adjourn the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there were insufficient votes for, or otherwise in connection with, the Extension Amendment proposal or the Trust Amendment proposal, was not presented at the Extraordinary General Meeting, as the Extension Amendment proposal and the Trust Amendment proposal received a sufficient number of votes required for approval.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 3.1 | Amendment to Amended and Restated Memorandum and Articles of Association | |
| 10.1 | Amendment No. 1, dated as of February 3, 2023, to the Investment Management Trust Agreement, dated as of February 7, 2022, between the Company and Continental Stock Transfer & Trust Company, as trustee | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: February 6, 2023
| Aurora Technology Acquisition Corp. | ||
| By: | /s/ Zachary Wang | |
| Name: | Zachary Wang | |
| Title: | Chief Executive Officer and Chairman | |