UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On October 24, 2022, Eucrates Biomedical Acquisition Corp. (the “Company”) held a special meeting (the “Special Meeting”) of shareholders in lieu of the 2022 annual general meeting of shareholders. At the Special Meeting, the Company’s shareholders were asked to vote on the following items: (i) an amendment to the Amended and Restated Memorandum and Articles of Association to extend the date by which the Company must consummate a business combination from October 27, 2022 to April 27, 2023 (the “Extension Proposal”); (ii) a proposal to elect each of William I. Campbell and Nina Shapiro as Class I directors of the Company, with each such director to serve until the second annual general meeting of shareholders following the Special Meeting or until his or her successor is elected and qualified (the “Director Proposal”); and (iii) a proposal to direct the chairman of the Special Meeting to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve the Extension Proposal or the Director Proposal (the “Adjournment Proposal”).
The affirmative vote of at least 65% of the ordinary shares of the Company, no par value (the “Ordinary Shares”) entitled to vote which were present, in person or by proxy, at the Special Meeting and which voted on the Extension Proposal was required to approve the Extension Proposal. The affirmative vote of at least a majority of the Ordinary Shares entitled to vote which were present, in person or by proxy, at the Special Meeting and which voted on the Director Proposal was required for the election of each of the directors in the Director Proposal. The affirmative vote of a majority of the Ordinary Shares entitled to vote which were present, in person or by proxy, at the Special Meeting and which voted on the Adjournment Proposal was required to approve the Adjournment Proposal.
Set forth below are the final voting results for the Extension Proposal and the Director Proposal. As there were sufficient votes to approve the Extension Proposal and the Director Proposal, the Adjournment Proposal was not presented to shareholders at the Special Meeting.
Extension Proposal
The Extension Proposal was approved. The voting results of the Ordinary Shares were as follows:
| For | Against | Abstentions | Broker Non-Votes | |||
| 10,691,635 | 1,176,256 | 115,562 | 0 |
Director Proposal
The proposal to re-elect each of the two directors, William I. Campbell and Nina Shapiro, to the Company’s board of directors was approved. The voting results of the Ordinary Shares were as follows:
| Director | Votes For | Votes Withheld | Broker Non-Votes | |||
| William I. Campbell | 11,577,284 | 406,169 | 0 | |||
| Nina Shapiro | 11,863,176 | 120,277 | 0 |
Item 7.01 Regulation FD
The information set forth below under this Item 7.01 is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
In connection with the Extension Proposal, shareholders elected to redeem 9,253,065 Ordinary Shares, which represents approximately 88% of the shares that were part of the units that were sold in the Company’s initial public offering. Following such redemptions, approximately $12,353,117 will remain in the trust account and 4,206,059 Ordinary Shares will remain issued and outstanding.
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: October 24, 2022
| EUCRATES BIOMEDICAL ACQUISITION CORP. | |||
| By: | /s/ Gonzalo Cordova | ||
| Name: | Gonzalo Cordova | ||
| Title: | Chief Financial Officer | ||