Item 1.01 Entry into a Material Definitive Agreement.
On February 17, 2021, in connection with its special meeting of stockholders held on February 17, 2021 (the “Special Meeting”), Crescent Acquisition Corp (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”) entered into Amendment No. 1 to the Investment Management Trust Agreement (the “Trust Amendment”), which amends the Investment Management Trust Agreement entered into by the Company and the Trustee on March 7, 2019 (the “Trust Agreement”), to extend the date on which the Trustee must liquidate the trust account established in connection with the Company’s initial public offering that was consummated on March 12, 2019 (the “IPO”) if the Company has not completed its initial business combination from March 12, 2021 to June 30, 2021. The foregoing description of the Trust Amendment does not purport to be complete and is qualified in its entirety by the terms and conditions of the Trust Amendment, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
Special Meeting of Stockholders
On February 17, 2021, the Company held the Special Meeting, at which holders of 20,743,339 shares of common stock were present virtually or by proxy, representing 66.38% of the voting power of the 31,250,000 shares of the Company’s issued and outstanding shares of common stock entitled to vote at the Special Meeting at the close of business on January 22, 2021, which was the record date (the “Record Date”) for the Special Meeting (stockholders of record as of the close of business on the Record Date are referred to herein as “Stockholders”). A summary of the voting results at the Special Meeting for each of the proposals is set forth below.
Proposal 1
The Stockholders approved the proposal to amend the Company’s amended and restated certificate of incorporation to extend the date by which the Company must (1) consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, (2) cease its operations except for the purpose of winding up if it fails to complete such initial business combination, and (3) redeem all of the shares of Class A common stock, par value $0.0001 per share, of the Company (“Class A Common Stock”), included as part of the units sold in the IPO, from March 12, 2021 to June 30, 2021 (the “Charter Extension”). The voting results for such proposal were as follows:
| | | | | | |
For | | Against | | Abstain | | Broker Non-Votes |
20,721,850 | | 11,252 | | 10,237 | | N/A |
On the date hereof, to effectuate the Charter Extension, the Company entered into and filed with the Secretary of State of the State of Delaware the Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Proposal 2
The Stockholders approved the proposal to amend the Trust Agreement to extend the date on which the Trustee must liquidate the trust account established in connection with the IPO if the Company has not completed its initial business combination from March 12, 2021 to June 30, 2021 (the “Trust Extension”). The voting results for such proposal were as follows:
| | | | | | |
For | | Against | | Abstain | | Broker Non-Votes |
20,721,879 | | 11,288 | | 10,172 | | N/A |
The information included in Item 1.01 is incorporated by reference in this item to the extent required herein.
