UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 21, 2022
BELONG ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
Delaware | 001-40648 | 86-1450752 | ||
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) |
202 Washington Street, Suite 401 Brookline, MA | 02445 | |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (215) 731-9450
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 Symbol(s) | Name of each exchange on which registered | ||
Capital Market | ||||
Capital Market | ||||
Capital Market |
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
On December 22, 2022, Belong Acquisition Corp., a Delaware corporation (the “Company”), filed a Current Report on Form 8-K (the “Report”) with the Securities and Exchange Commission to report, among other things, the results of its Special Meeting (defined below) held on December 21, 2022. This Amendment No. 1 to the Current Report on Form 8-K/A amends and restates the Report to include additional information relating to the optional redemption of shares of Class A common stock of the Company.
Item 1.01 Entry into a Material Definitive Agreement
On December 21, 2022, the Company held a special meeting of its stockholders (the “Special Meeting”). As further described in Item 5.07 below, at the Special Meeting, the Company’s stockholders approved an amendment (the “IMTA Amendment”) to the Company’s Investment Management Trust Agreement (the “IMTA”), dated July 22, 2021, with Continental Stock Transfer & Trust Company (“CST”), as trustee, and an amendment to the Company’s amended and restated certificate of incorporation, to extend the date by which the Company must consummate a business combination transaction from January 27, 2023 to July 27, 2023 (the “Charter Amendment”). The Charter Amendment was filed with the Delaware Secretary of State on December 21, 2022, and in connection therewith, the Company and CST will enter into the IMTA Amendment to extend the term of the IMTA.
The foregoing description of the IMTA Amendment and the Charter Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the IMTA Amendment and the Charter Amendment, copies of which are filed as Exhibits 3.1 and 10.1 to this Current Report on Form 8-K and are incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
At the Special Meeting, the following proposals were considered and acted upon by the stockholders of the Company: (a) a proposal to approve the Charter Amendment to extend the termination date from January 27, 2023 to July 27, 2023 (“Proposal 1”); (b) a proposal to approve the IMTA Amendment to extend the term of the IMTA from January 27, 2023 to July 27, 2023 (“Proposal 2”); and (c) a proposal to approve the adjournment of the Special Meeting from time to time to solicit additional proxies in favor of Proposal 1 or Proposal 2 or if otherwise determined by the chairperson of the Special Meeting to be necessary or appropriate (the “Adjournment Proposal”). The number of votes cast for or against, as well as the number of abstentions as to each proposal, are set forth below.
Proposal 1
Votes for | Votes against | Abstentions | ||||||||
15,442,859 | 375,319 | 0 |
Accordingly, Proposal 1 was approved.
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Proposal 2
Votes for | Votes against | Abstentions | ||||||||
15,442,859 | 375,319 | 0 |
Accordingly, Proposal 2 was approved.
Adjournment Proposal
The stockholders approved an adjournment of the Special 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, Proposal 1 and Proposal 2.
Votes for | Votes against | Abstentions | ||||||||
15,440,528 | 377,650 | 0 |
Accordingly, the Adjournment Proposal was approved.
Item 7.01. Regulation FD Disclosure.
In connection with the approval and implementation of the Charter Amendment, the holders of 10,953,158 shares of Class A common stock of the Company (“Class A Shares”) exercised their right to redeem their shares for cash at a redemption price of approximately $10.087 per share, for an aggregate redemption amount of approximately $110,484,822. Following such redemptions, 4,596,842 Class A Shares remain outstanding.
Item 9.01. Financial Statements and Exhibits.
(d) | Exhibits. |
Exhibit No. | Description | |
3.1 | Certificate of Amendment of Amended and Restated Certificate of Incorporation | |
10.1 | Amendment to the Investment Management Trust Agreement | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: January 4, 2023 | BELONG ACQUISITION CORP. | |
By: | /s/ Peter Saldarriaga | |
Name: | Peter Saldarriaga | |
Title: | Chief Executive Officer and Chief Financial Officer |
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