UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information included in Item 5.07 of this Current Report on Form 8-K with respect to the Amended Charter (as defined below) is incorporated by reference herein.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On February 9, 2023, Crown PropTech Acquisitions, a Cayman Islands exempted company (the “Company”), held the Extraordinary General Meeting of shareholders (the “Extraordinary General Meeting”). As of the close of business, Eastern Time, on January 17, 2023, the record date for the Extraordinary General Meeting, there were 34,500,000 ordinary shares of the Company, consisting of 27,600,000 Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and 6,900,000 Class B ordinary shares, par value $0.0001 per share, issued and outstanding and entitled to vote at the Extraordinary General Meeting, 72.4% of which were represented in person or by proxy, constituting a quorum to conduct business.
The shareholders approved, by special resolution, the proposal to amend and restate the Company’s Amended and Restated Memorandum and Articles of Association (the “Amended Charter”) to extend the date by which the Company must (1) consummate a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination (an “initial business combination”), (2) cease all operations except for the purpose of winding up if it fails to complete such initial business combination, and (3) redeem all of the Class A Ordinary Shares included as part of the units sold in the Company’s initial public offering that was consummated on February 11, 2021, from February 11, 2023 to February 11, 2024 (the “Extension Proposal”).
As there were sufficient votes to approve the Extension Proposal, the “Adjournment Proposal” described in the definitive proxy statement of the Company, filed with the Securities and Exchange Commission on January 25, 2023, was not presented to shareholders.
The following is a tabulation of the votes with respect to the Extension Proposal, which was approved by the Company’s shareholders:
Approval of Extension Proposal
| Votes For |
Votes Against |
Abstentions | ||
| 22,069,023 | 2,925,716 | 20 |
In connection with the Extraordinary General Meeting, shareholders holding an aggregate of 23,403,515 shares of the Company’s Class A Ordinary Shares exercised their right to redeem their shares, meaning 4,196,485 Class A Ordinary Shares will be outstanding following such redemptions.
Under Cayman Islands law, the Amended Charter took effect upon approval of the Extension Proposal. Accordingly, the Company now has until February 11, 2024, to consummate its initial business combination. The foregoing description is qualified in its entirety by reference to the Second Amended and Restated Memorandum and Articles of Association, a copy of which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
Description of Exhibits | |
| 3.1 | Second Amended & Restated Memorandum and Articles of Association of Crown PropTech Acquisitions. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL documents). | |
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 9, 2023
| CROWN PROPTECH ACQUISITIONS | ||
| By: | /s/ Michael Minnick | |
| Name: | Michael Minnick | |
| Title: | Co-Chief Executive Officer | |