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
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
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(Commission File Number) | (I.R.S. Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
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(Registrant’s telephone number, including area code)
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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 communication 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-commencements 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 Securities Exchange Act of 1934:
| 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
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. |
The information included in Item 5.07 of this Current Report on Form 8-K is incorporated by reference in this Item 5.03 to the extent required herein.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On August 29, 2023, shareholders of the Company held an extraordinary general meeting of shareholders (the “Extraordinary General Meeting”) in lieu of the 2023 annual general meeting of the shareholders of the Company. On July 24, 2023, the record date for the Extraordinary General Meeting (the “Record Date”), there were 18,975,000 Class A ordinary Shares, par value $0.0001 per share (the “Class A ordinary shares”) and 4,743,750 Class B ordinary shares, par value $0.0001 per share, of the Company (the “Class B ordinary shares”, and collectively with the Class A ordinary shares, the “Ordinary Shares”) issued and outstanding. At the Extraordinary General Meeting, 22,547,355 Ordinary Shares, representing approximately 95.06% of the issued and outstanding Ordinary Shares as of the Record Date, were present in person or by proxy.
At the Extraordinary General Meeting, the Company’s shareholders approved the following items:
| (i) | a proposal to amend the Company’s amended and restated memorandum and articles of association (the “amended articles of association”) by way of special resolution to extend the date by which the Company must complete a business combination from September 7, 2023 to June 7, 2024 by electing to extend the date to consummate an initial business combination on a monthly basis for up to nine times by an additional one month each time, unless the closing of the Company’s initial business combination has occurred (the “Extension Amendment Proposal”); |
| (ii) | a proposal to amend the Company’s amended articles of association by way of special resolution to permit for the issuance of Class A ordinary shares to holders of Class B ordinary shares upon the exercise of the right of a holder of the Company’s Class B ordinary shares to convert such holder’s Class B ordinary shares into Class A ordinary shares on a one-for-one basis at any time and from time to time prior to the closing of an initial business combination at the election of the holder (the “Founder Share Amendment Proposal”); |
| (iii) | a proposal to amend the Company’s amended articles of association to eliminate the limitation that the Company may not redeem public shares in an amount that would cause the Company’s net tangible assets to be less than $5,000,001 (the “Redemption Limitation Amendment Proposal”, and collectively with the Extension Amendment Proposal and the Founder Share Amendment Proposal, the “Article Amendment Proposals”); |
| (iv) | a proposal to re-appoint, by way of ordinary resolution by the holders of Class B ordinary shares, each of Norman Pearlstine and Sean Glodek (“Director Appointment Proposal”); and |
| (v) | the proposal to ratify, by way of ordinary resolutions, the selection by the audit committee of the Board of Marcum LLP (“Auditor Ratification Proposal”). |
The final proposal, set forth as the “Adjournment Proposal” in the definitive proxy statement related to the Extraordinary General Meeting filed by the Company with the SEC on August 1, 2023 (the “Proxy Statement”) was not presented to the Company’s shareholders.
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Approval of each of the Extension Amendment Proposal, the Founder Share Amendment Proposal and the Redemption Limitation Amendment Proposal required a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the Ordinary Shares entitled to vote thereon and voted in person or by proxy at the Extraordinary General Meeting; approval of the re-appointment of the directors named in the Director Appointment Proposal required an ordinary resolution under Cayman Islands law of the holders of Class B Ordinary Shares, being the affirmative vote of at least a majority of the Class B Ordinary Shares entitled to vote thereon and voted in person or by proxy at the Extraordinary General Meeting; and approval of the Auditor Ratification Proposal required an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the Ordinary Shares entitled to vote thereon and voted in person or by proxy at the Extraordinary General Meeting.
Set forth below are the final voting results for each of the proposals presented at the Extraordinary General Meeting:
Extension Amendment Proposal
| For | Against | Abstain | ||
| 21,571,930 | 2 | 0 |
Accordingly, the Extension Amendment Proposal was approved.
Founder Share Amendment Proposal
| For | Against | Abstain | ||
| 21,571,930 | 2 | 0 |
Accordingly, the Founder Share Amendment Proposal was approved.
Redemption Limitation Amendment Proposal
| For | Against | Abstain | ||
| 21,571,930 | 2 | 0 |
Accordingly, the Redemption Limitation Amendment Proposal was approved.
Director Appointment Proposal
| For | Against | Abstain | ||
| 4,503,750 | 0 | 0 |
Accordingly, the Director Appointment Proposal was approved.
Auditor Ratification Proposal
| For | Against | Abstain | ||
| 22,546,693 | 662 | 0 |
Accordingly, the Auditor Ratification Proposal was approved.
Effective upon the approval of the Article Amendment Proposals, on August 29, 2023, the amended articles of association were amended pursuant to the resolutions set forth as Annex A to the Proxy Statement. Copies of such amendments to the amended articles of association are attached to this Current Report on Form 8-K as Exhibit 3.1 and incorporated herein by reference.
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| Item 8.01 | Other Events. |
Shareholders holding 12,817,785 Class A ordinary shares (after giving effect to withdrawals of redemptions) exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $136.8 million (approximately $10.67 per share) will be removed from the Trust Account to pay such redeeming holders, and approximately $65.7 million will remain in the Trust Account.
On September 1, 2023, the Company notified Continental Stock Transfer & Trust Company of its intention to extend the Termination Date by an additional month to October 7, 2023, subject to the Sponsor (or its affiliates or permitted designees) depositing $60,000.00 into the Trust Account, on or prior to the September 7, 2023 Termination Date. On September 1, 2023, the Sponsor deposited $60,000.00 into the Trust Account and, as a result, the Termination Date was extended by one month until October 7, 2023.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
|
Exhibit No. |
Description of Exhibits | |
| 3.1 | Amendment to the Amended and Restated Memorandum and Articles of Association. | |
| 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.
| Blue Ocean Acquisition Corp | ||
| Date: September 1, 2023 | By: | /s/ Richard Leggett |
| Name: | Richard Leggett | |
| Title: | Chief Executive Officer | |
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Exhibit 3.1
AMENDMENTS TO THE
AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION
OF
BLUE OCEAN ACQUISITION CORP
(the “Company”)
RESOLVED, as a special resolution that:
Article 49.7 of the Company’s Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 49.7:
| 49.7 | In the event that the Company does not consummate a Business Combination within 18 months from the consummation of the IPO (or up to 21 months if such date is extended as described in the prospectus relating to the IPO), or such later time as the Members may approve in accordance with the Articles, the Company shall: |
| (a) | cease all operations except for the purpose of winding up; |
| (b) | as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, 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 and not previously released to the Company (less taxes payable and up to US$100,000 of interest to pay dissolution expenses), divided by the number of then Public Shares in issue, which redemption will completely extinguish public Members’ rights as Members (including the right to receive further liquidation distributions, if any); and |
| (c) | as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Members and the Directors, liquidate and dissolve, |
subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and other requirements of Applicable Law. Notwithstanding the foregoing or any other provision of the Articles, without approval of the Members, the Directors may, if requested by the Sponsor and upon five days advance notice prior to the applicable deadline, extend the period of time to consummate a Business Combination by up to nine times, each by an additional one month (each, a “Paid Extension Period”), subject to the Sponsor, or its Affiliates or permitted designees, depositing in proceeds into the Trust Account on or prior to the date of the applicable deadline, the lesser of (a) an aggregate of US$60,000 or (b) US$0.035 per Public Share that remains outstanding and is not redeemed prior to any such one-month extension.”
RESOLVED, as a special resolution that, subject to and conditional upon the approval of the replacement of Article 49.7 of the Company’s Amended and Restated Memorandum and Articles of Association immediately prior to the consideration of this resolution:
Article 49.10 of the Company’s Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 49.10:
Except in connection with the conversion of Class B Shares into Class A Shares pursuant to the Class B Ordinary Share Conversion Article hereof where the holders of such Shares have waived any right to receive funds from the Trust Fund, after the issue of Public Shares, and prior to the consummation of a Business Combination, the Company shall not issue additional Shares or any other securities that would entitle the holders thereof to:
| (a) | receive funds from the Trust Account; or |
| (b) | vote as a class with Public Shares on a Business Combination. |
RESOLVED, as a special resolution THAT, effective immediately, the Amended and Restated Memorandum and Articles of Association of the Company be amended by:
(a) amending Article 49.2(b) by deleting the words:
“provide Members with the opportunity to have their Shares repurchased by means of a tender offer for a per-Share repurchase price payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of such Business Combination, including interest earned on the Trust Account (net of taxes paid or payable, if any), divided by the number of then issued Public Shares, provided that the Company shall not repurchase Public Shares in an amount that would cause the Company’s net tangible assets to be less than US$5,000,001 upon consummation of such Business Combination. Such obligation to repurchase Shares is subject to the completion of the proposed Business Combination to which it relates.”
and replacing them with the words:
“provide Members with the opportunity to have their Shares repurchased by means of a tender offer for a per-Share repurchase price payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of such Business Combination, including interest earned on the Trust Account (net of taxes paid or payable, if any), divided by the number of then issued Public Shares. Such obligation to repurchase Shares is subject to the completion of the proposed Business Combination to which it relates.”
(b) amending Article 49.4 by deleting the words:
“At a general meeting called for the purposes of approving a Business Combination pursuant to this Article, in the event that such Business Combination is approved by Ordinary Resolution, the Company shall be authorised to consummate such Business Combination, provided that the Company shall not consummate such Business Combination unless the Company has net tangible assets of at least US$5,000,001 following the redemptions described below, or any greater net tangible asset or cash requirement that may be contained in the agreement relating to, such Business Combination.”
and replacing them with the words:
“At a general meeting called for the purposes of approving a Business Combination pursuant to this Article, in the event that such Business Combination is approved by Ordinary Resolution, the Company shall be authorised to consummate such Business Combination.”
(c) amending Article 49.5 by deleting the words:
“The Company shall not redeem Public Shares that would cause the Company’s net tangible assets to be less than US$5,000,001 following such redemptions (the “Redemption Limitation”).”
(d) amending Article 49.8 by deleting the words:
“The Company’s ability to provide such redemption in this Article is subject to the Redemption Limitation.