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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(Exact Name of Registrant as Specified in Charter)
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c/o Graubard Miller
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| The 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 (§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
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Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed, on February 27, 2023, Springwater Special Situations Corp. (the “Company”) held a special meeting of stockholders (the “Special Meeting”) to vote upon, among other proposals, a proposal to amend (the “Amendment”) the Company’s amended and restated certificate of incorporation to extend the date by which the Company has to consummate a business combination from February 28, 2023 to August 28, 2023 (the “Extension Amendment Proposal”). Also as previously disclosed, prior to the Special Meeting the Company’s board of directors approved a dividend of rights (“Rights”) to holders of public shares of Common Stock (the “Public Shares”, each a “Public Share”) who did not seek redemption of their Public Shares in connection with the vote upon the Extension Amendment Proposal. Each Right entitles the holder to receive one-twelve-and-a-half (1/12.5) of a share of Common Stock upon consummation of the Company’s initial business combination. Common Stock will only be issued in respect of Rights adding up to a full share of Common Stock.
In connection with the dividend, on March 2, 2023, the Company entered into a rights agreement between the Company and Continental Stock Transfer and Trust Company as rights agent in the form attached hereto as Exhibit 4.1 (the “Rights Agreement”).
The description of the Rights and Rights Agreement contained in this Current Report on Form 8-K does not purport to be complete and is qualified in its entirety by the text of the Rights Agreement and form of Right certificate, copies of which have been filed as Exhibits 4.1 and 4.2 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit | Description | |
| 4.1 | Rights 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: March 3, 2023
| SPRINGWATER SPECIAL SITUATIONS CORP. | ||
| By: | /s/ Martin Gruschka | |
| Name: | Martin Gruschka | |
| Title: | Chief Executive Officer | |
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