Item 5.07 Submission of Matters to a Vote of Security Holders.
Special Meeting
On March 16, 2023, Tech and Energy Transition Corporation, a Delaware
Corporation (the “Corporation”) held a special meeting (the “Special Meeting”),
at which holders of 38,069,946 shares of the Corporation’s common stock (“Common
Stock”), comprised of 28,495,396 shares of Class A common stock, par value
$0.0001 per share (“Class A Common Stock”), and 9,575,000 shares of Class B
common stock, par value $0.0001 per share (“Class B Common Stock”), were present
in person or by proxy, representing approximately 79.11% of the voting power of
the 48,125,000 issued and outstanding shares of common stock of the Company,
comprised of 38,500,000 shares of Class A Common Stock and 9,625,000 shares of
Class B Common Stock, entitled to vote at the Special Meeting at the close of
business on February 9, 2023, 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.”
Proposal 1
The Stockholders did not approve the proposal to amend the Corporation’s Amended
and Restated Certificate of Incorporation (the “Certificate of Incorporation”)
to extend the date by which the Corporation must either (i) consummate a merger,
capital stock exchange, asset acquisition, stock purchase, reorganization or
similar business combination, involving the Corporation and one or more
businesses (an “initial Business Combination”), or (ii) cease all operations
except for the purpose of winding up if it fails to complete such initial
Business Combination, and redeem all of the shares of Class A Common Stock, from
March 19, 2023, to September 19, 2023, or such earlier date as determined by the
Board of Directors of the Corporation (such proposal, the “Extension Proposal”).
The voting results for such proposal were as follows:
For Against Abstain Broker Non-Votes
17,613,245 20,433,645 23,056 N/A
Percentage of 36.60% 42.46% 0.05% N/A
Common Stock
entitled to vote
thereon as of
the Record Date
Proposal 2
The Stockholders did not approve the proposal to amend the Certificate of
Incorporation to eliminate from the Certificate of Incorporation the limitation
that the Corporation may not redeem shares of Class A Common Stock to the extent
that such redemption would result in the Corporation having net tangible assets
(as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange
Act of 1934, as amended) of less than $5,000,001 (the “Redemption Limitation”)
in order to allow the Corporation to redeem shares of Class A Common Stock
irrespective of whether such redemption would exceed the Redemption Limitation
(such proposal, the “Redemption Limitation Amendment Proposal”). The voting
results for such proposal were as follows:
For Against Abstain Broker Non-Votes
20,225,245 17,821,645 23,056 N/A
Percentage of 42.03% 37.03% 0.05% N/A
Common Stock
entitled to vote
thereon as of
the Record Date
Proposal 3
The Stockholders did not approve the proposal to proposal to amend the
Certificate of Incorporation to set the date by which, upon the approval of the
Extension Proposal, the Corporation must redeem shares of Class A Common Stock
held by public stockholders who elect to redeem such shares prior to 5:00 p.m.,
Eastern Time, on April 3, 2023, for a per-share price, payable in cash, equal to
the aggregate amount then on deposit in the trust account established in
connection with the Corporation’s initial public offering, including interest
(net of any tax obligation owed by the Company as a result of assets of the
Company or interest or other income earned on the trust account), divided by the
number of then-issued and outstanding shares of Class A Common Stock, as April
5, 2023 (such proposal, the “Additional Redemption Rights Amendment Proposal”).
The voting results for such proposal were as follows:
For Against Abstain Broker Non-Votes
8,038,245 20,433,645 23,056 N/A
Percentage of 20.88% 53.07% 0.06% N/A
Class A Common
Stock entitled
to vote thereon
as of the Record
Date
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Proposal 4
The proposal to adjourn 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, the
Extension Proposal, the Redemption Limitation Amendment Proposal or the
Additional Redemption Rights Amendment Proposal, was approved by the requisite
majority of votes cast by shareholders at the Special Meeting, as indicated
below:
For Against Abstain Broker Non-Votes
22,237,816 15,773,074 23,056 N/A
Percentage of 58.54% 41.46% N/A N/A
Common Stock
present in
person or
represented by
proxy at the
Special Meeting
and entitled to
vote thereon as
of the Record
Date
Although Proposal 4 was approved, the adjournment of the Special Meeting was not
necessary because of the matters described in Item 8.01 below.
Item 8.01. Other Events.
As a result of the Extension Proposal not having been approved at the Special
Meeting, the Corporation will not be able consummate an initial business
combination by March 19, 2023, pursuant to the Corporation’s Amended and
Restated Certificate of Incorporation, the Corporation will (i) cease all
operations except for the purpose of winding up, (ii) as promptly as reasonably
possible but not more than ten business days thereafter, redeem the shares of
the Corporation’s Class A Common Stock, at a per-share price, payable in cash,
equal to the aggregate amount then on deposit in the trust account, including
interest earned on the funds held in the trust account (which interest shall be
less taxes payable and up to $100,000 of interest to pay dissolution expenses),
divided by the number of then outstanding shares of the Class A Common Stock,
which redemption will completely extinguish public stockholders’ rights as
stockholders (including the right to receive further liquidation distributions,
if any) and (iii) as promptly as reasonably possible following such redemption,
subject to the approval of the holders of the Corporation’s Class B common stock
and the Corporation’s Board of Directors, liquidate and dissolve.
Based on the balance of the Corporation’s trust account as of March 16, 2023,
which was $391,919,051.81, after retaining interest earned on the funds
deposited in the trust account to pay $100,000 of dissolution expenses, the
per-share redemption price for the shares of the Class A Common Stock is
expected to be approximately $10.18 (the “Redemption Amount”). All other costs
and expenses associated with implementing the Corporation’s plan of dissolution
will be funded from proceeds held outside of the trust account. The Corporation
anticipates that (i) its shares of the Class A Common Stock, as well as its
publicly traded units and warrants, will cease trading as of the close of
business on March 27, 2023 and (ii) the Redemption Amount will be paid on March
29, 2023, to holders of the shares of the of the Class A Common Stock
outstanding at the close of business on March 28, 2023, without any required
action on their part, at which point such shares shall be deemed canceled and
will represent only the right to receive the Redemption Amount. Following such
redemption, the shares of the Class A Common Stock will no longer be outstanding
and the Corporation’s warrants will expire in accordance with their terms upon
the liquidation of the Corporation. Beneficial owners of the shares of the Class
A Common Stock held in “street name,” will not need to take any action in order
to receive their pro rata portion of the Redemption Amount. Holders of
registered shares of the Class A Common Stock will need to present their
respective shares of the Class A Common Stock to the Corporation’s transfer
agent, Continental Stock Transfer & Trust Company, to receive their pro rata
portion of the Redemption Amount. The Corporation has been advised that The
Nasdaq Stock Market LLC (“Nasdaq”) will file a Form 25 with the United States
Securities and Exchange Commission (the “SEC”) to delist the Corporation’s
securities. Thereafter, the Corporation will file a Form 15 with the SEC to
terminate the registration of its securities under the Securities Exchange Act
of 1934, as amended.
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Forward Looking Statements
This report contains statements that constitute “forward-looking statements,”
including, but not limited to, statements regarding the redemption of the shares
of the Class A Common Stock, the Corporation’s cash position or cash held in the
trust account, the Redemption Amount or the timing when the Corporation’s
securities will cease trading on Nasdaq. Such forward-looking statements are
based on the beliefs of management, as well as assumptions made by, and
information currently available to, the Corporation’s management. Actual
results, including the Corporation’s cash position or cash held in the trust
account or the Redemption Amount, could differ materially from those
contemplated by the forward-looking statements as a result of certain factors
detailed in the Corporation’s filings with the SEC and the finalization of the
calculation of taxes payable and dissolution expenses. All subsequent written or
oral forward-looking statements attributable to the Corporation or persons
acting on its behalf are qualified in their entirety by this paragraph.
Forward-looking statements are subject to numerous conditions, many of which are
beyond the control of the Corporation, including those set forth in the Risk
Factors section of the Corporation’s Annual Report on Form 10-K filed with the
SEC on June 29, 2022 and Quarterly Reports on Form 10-Q filed with the SEC on
August 22, 2022, November 4, 2022 and February 21, 2023, and as those may be
further amended and/or supplemented in subsequent filings with the SEC. Copies
of such filings are available on the website of the SEC, www.sec.gov. The
Corporation undertakes no obligation to update these statements for revisions or
changes after the date of this report, except as required by law.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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