QUANTUM FINTECH ACQUISITION CORP : Other Events, Financial Statements and Exhibits (Form 8-K)
Item 8.01 Other arrangements.
Addendum to the final proxy statement
On
The company has decided to change the terms of the charter amendment proposal, to ensure that in connection with the expansion,
(the “Sponsor”) or its affiliates or permitted designees will deposit into a trust account established for the benefit of the Company’s public stockholders (the “Trust Account”) an amount determined by multiplying
AMENDMENT AND SUPPLEMENT TO THE DEFINITIVE PROXY STATEMENT
1. Certain information on page 1 of the notice of extraordinary meeting and page 1 i
the definitive proxy statement is hereby amended and restated to read as
follows:
? a proposal to amend (the "Charter Amendment") Quantum's amended and restated
certificate of incorporation (the "Charter") to extend the date by which
Quantum has to consummate a business combination (the "Extension") for an
additional six months, from February 9, 2023 (the "Termination Date") to up to
August 9, 2023 , by electing to extend the date to consummate an initial
business combination on a monthly basis for up to six times by an additional
one month each time after the Termination Date, until August 9, 2023 or a total
of up to six months after the Termination Date, or such earlier date as
determined by our board of directors (the "Board"), unless the closing of the
Company's initial business combination shall have occurred, which we refer to
as the "Extension," and such later date, the "Extended Date", provided that
Quantum Ventures LLC (the "Sponsor") (or its affiliates or permitted designees)
will deposit into a trust account established for the benefit of the Company's
public stockholders (the "Trust Account") an amount determined by multiplying
$0.055 by the number of public shares then outstanding, up to a maximum of
$175,000 for each such one-month extension unless the closing of the Company's
initial business combination shall have occurred, in exchange for a
non-interest bearing, unsecured promissory note payable upon consummation of a
business combination (each, an "Extension Payment,"), or such earlier date as
determined by the board of directors (the "Board") of the Company (such later
date, the "Extended Date," such proposal, the "Charter Amendment Proposal");
2. Certain information on page 2 of the notice to the extraordinary meeting and page 2 i
the definitive proxy statement is hereby amended and restated to read as
follows:
Holders (“Public Stockholders”) of shares of Quantum’s common stock sold in the IPO (“Public Stock”) may elect to redeem their shares for their pro rata share of the funds available in the Trust Account in connection with the Charter Amendment Proposal and the Trust Amendment Proposal (the “Election”) regardless of whether such public stockholders vote “FOR” or “AGAINST” the Charter Amendment and the Trust Amendment Proposal, and an election may also be made by public stockholders who do not vote, or do not instruct their broker or bank how to vote, at the special meeting. Public shareholders can make an election regardless of whether such public shareholders were owners on the registration date. Quantum believes that such a redemption right protects Quantum’s public shareholders from having to maintain their investment for an unreasonably long period if Quantum is unable to find a suitable acquisition within the time frame originally contemplated in the charter. In addition, regardless of whether public stockholders vote “FOR” or “AGAINST” the Charter Amendment and the Trust Amendment, or do not vote, or do not instruct their broker or bank how to vote, at the Special Meeting, if the Charter Amendment and the trust amendment proposal is approved by the requisite vote of the shareholders (and not abandoned), the remaining holders of public shares will retain their right to redeem their public shares for their pro rata share of the funds available in the trust account upon execution of a business association.
On
federal 1% excise tax (the “excise tax”) on certain repurchases of shares by listed companies
In addition, until the earlier of (a) the consummation of the Company’s initial business combination, (b) the liquidation of the Trust Account and (c) 24 months from the anniversary of the effective date of the registration statement relating to the Company’s initial public offering, the Company will maintain the investment of funds in the Trust Account in
3. Certain disclosures on page 1 of the “Questions and Answers About the Special
Meeting" of the definitive proxy statement is hereby amended and restated to
read as follows:
? a proposal to amend Quantum's Charter to extend the date by which Quantum has
to consummate a business combination for up to an additional six months, from
February 9, 2023 to August 9, 2023 or such earlier date as determined by the
Board of the Company up to the Extended Date, provided that the Sponsor (or its
affiliates or permitted designees) will deposit into the Trust Account the
Extension Payment for each such one-month extension;
4. Certain information on page 5 of the final proxy statement below
“Questions and answers about the special meeting” is hereby amended
and reworded to read as follows:
If the Charter Amendment and the Trust Amendment are approved and the Board decides to implement the Charter Amendment and the Trust Amendment, each one-month extension of the termination date is subject to the Sponsor or its Affiliates or Permitted Designees contributing to the Company a loan, herein referred to to as the extension payment, in the amount determined by multiplying
5. Certain information on page 17 of the final proxy statement below
"Charter Amendment Proposal" section is hereby amended and restated to read as
follows:
Quantum proposes to amend its charter to extend the date by which Quantum must complete a first business combination from
6. Certain information on pages 17 and 22 of the final proxy statement below
the "The Charter Amendment Proposal" section is hereby amended and restated to
read as follows:
Quantum’s IPO prospectus and charter give Quantum until
7. Certain information on page A-1 of Appendix A to the final proxy statement is
hereby amended and restated to read as follows:
9.1(b) Immediately after the Offer, a certain amount of the net issue proceeds received by the Company in the Offer (including the proceeds from any exercise of the underwriters’ over-allotment option) and certain other amounts specified in the Company’s registration statement on Form S-1, as originally filed with
(collectively the “Co-Sponsors”) or the managers or directors of . . .
Item 9.01. Annual accounts and exhibitions.
(d) Exhibits.
Exhibit No. Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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