Current Report Filing (8-k)
14 Marzo 2023 - 4:05AM
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
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): March 10, 2023
L CATTERTON ASIA ACQUISITION CORP
(Exact
name of registrant as specified in its charter)
Cayman Islands |
001-40196 |
98-1577355 |
(State or other jurisdiction of |
(Commission |
(I.R.S. Employer |
incorporation) |
File Number) |
Identification No.) |
8 Marina View, Asia Square Tower 1 |
|
|
#41-03, Singapore |
|
018960 |
(Address of principal executive offices) |
|
(Zip Code) |
|
|
|
+65 6672
7600
(Registrants
telephone number, including area code)
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) |
| |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| |
o | 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:
|
|
Trading |
|
Name of each exchange |
Title
of each class |
|
Symbol(s) |
|
on which registered |
Units, each consisting of one Class A Ordinary Share, $0.0001
par value, and one-third of one redeemable warrant |
|
LCAAU |
|
The Nasdaq Stock Market LLC |
|
|
|
|
|
Class A Ordinary Shares included as part of the units |
|
LCAA |
|
The Nasdaq Stock Market LLC |
|
|
|
|
|
Redeemable warrants included as part of the units, each whole warrant
exercisable for one Class A Ordinary Share at an exercise price of $11.50 |
|
LCAAW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange
Act of 1934.
Emerging growth company x
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.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
At the Extraordinary General Meeting, the Company’s
shareholders approved a proposal to amend the Company’s Amended and Restated Memorandum and Articles of Association (the “Charter”) to
the second amended and restated memorandum and articles of association 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, which we refer
to as our initial 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 Class A ordinary shares, par value $0.0001 per share, of the Company
(“Class A Ordinary Shares”) included as part of the units sold in the Company’s initial public offering that
was consummated on March 15, 2021 (the “IPO” and such Class A Ordinary Shares, “public shares”) if
it fails to complete such initial business combination, from March 15, 2023 (the “Original Termination Date”) to June 15,
2023 (the “Extended Date”) and to allow the board of directors of the Company (“the Board”), without another
shareholder vote, to elect to further extend the date to consummate an initial business combination after the Extended Date up to nine
times, by an additional month each time, upon five days’ advance written notice prior to the applicable deadline, up to March 15,
2024 (the “Additional Extension Date”) or such earlier date as determined by the Board in its sole discretion (the “Extension,”
and such proposal, the “Extension Proposal”).
The foregoing description is qualified in its
entirety by the full text of 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 5.07 Submission of Matters to a Vote of Security Holders.
On March 10, 2023, the Company held the
Extraordinary General Meeting for its shareholders to approve the Extension Proposal and the Adjournment Proposal, each as described
in the definitive proxy statement of the Company relating to the Extraordinary General Meeting, which was filed with the Securities and
Exchange Commission on February 23, 2023. As there were sufficient votes to approve the Extension Proposal, the
Adjournment Proposal was not presented to shareholders.
Holders of 23,417,929 ordinary shares of the
Company held of record as of February 8, 2023, the record date for the Extraordinary General Meeting, were present in person or
by proxy, representing approximately 65.39% of the voting power of the Company’s ordinary shares as of the record date for the
Extraordinary General Meeting, and constituting a quorum for the transaction of business.
The voting results for the Extension Proposal
were as follows:
The Extension Proposal
For |
|
Against |
|
Abstain |
23,417,867 |
|
61 |
|
1 |
In connection with the vote to approve the Extension Proposal, the holders of 6,867,252 or around 24% of the Class A ordinary shares of the Company properly exercised their right to
redeem their shares for cash at a redemption price of approximately $10.18 per share, for an aggregate redemption amount of $69,908,625.36.
As a result of the approval of the Extension Proposal
and the implementation of the Extension, LCA Acquisition Sponsor, LP (the “Sponsor”) or its designee(s) or affiliate(s) (the
“Lender”) shall contribute to the Company as a loan (each loan being referred to herein as a “Contribution”),
which was (i) the lesser of (a) $990,000 or (b) $0.09 for each public share that has not been redeemed in accordance
with the terms of the Charter for the three-month extension from the Original Termination Date to the Extended Date (the “Initial
Extension Contribution”); and thereafter, to the extent necessary and as applicable, shall contribute (ii) the lesser of (a) $330,000
and (b) $0.03 into the trust account for each public share that has not been redeemed in accordance with the terms of the Charter
for each subsequent one-month extension from the Extended Date to the Additional Extension Date (the “Subsequent Extension Contribution”)
until the earlier of (i) the date of the extraordinary general meeting held in connection with a shareholder vote to approve
an initial business combination, and (ii) the date that the Initial Extension Contribution and the Subsequent Extension Contribution
for each subsequent one-month extension from the Extended Date to the Additional Extension Date, if applicable, have been loaned. Each
Contribution will be deposited in the Trust Account within 5 business days of the beginning of the extended period which such Contribution
is for. The Contribution(s) will bear no interest and will be repayable by the Company to the Lender upon consummation of an initial
business combination. The loans will be forgiven by the Lender if the Company is unable to consummate an initial business combination
except to the extent of any available funds held outside of the Trust Account.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
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: March 14, 2023
| L CATTERTON
ASIA ACQUISITION CORP |
| | |
| By: | /s/
Chinta Bhagat |
| Name: | Chinta
Bhagat |
| Title: | Co-Chief
Executive Officer and Chairman |
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