JWSM Jaws Mustang Acquisition Corp

 

 

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

  

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 

 

Date of Report (Date of earliest event reported): November 26, 2024

 

JAWS MUSTANG ACQUISITION CORPORATION

(Exact name of registrant as specified in its charter)

 

Cayman Islands		001-39975		98-1564586
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S Employer Identification No.)

 

2340 Collins Avenue Miami Beach, FL		33139
(Address of principal executive offices)		(Zip Code)

 

(305) 695-5500

Registrant’s 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)

x

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-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:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-fourth of one redeemable warrant		JWSUF		OTC Pink Open Market
Class A ordinary shares included as part of the units		JWSMF		OTC Pink Open Market
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		JWSWF		OTC Pink Open Market

 

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.

 

On November 26, 2024, Jaws Mustang Acquisition Corporation (the “Company” or “JWSM”) held an extraordinary general meeting of shareholders (the “Shareholder Meeting”) (A) to amend, by way of special resolution, the Company’s amended and restated memorandum and articles of association (the “Memorandum and Articles of Association”) to extend the date (the “Termination Date”) by which the Company has to consummate a business combination (the “Charter Extension”) from December 4, 2024 (the “Amended Termination Date”) to January 4, 2025 (the “Charter Extension Date”) and to allow the Company, without another shareholder vote, to elect to extend the Termination Date to consummate a business combination on a monthly basis for up to twenty-three times by an additional one month each time after the Charter Extension Date, by resolution of the Company’s board of directors (the “Board”), if requested by Mustang Sponsor LLC (the “Sponsor”), a Delaware limited liability company, and upon five days’ advance notice prior to the applicable Termination Date, until December 4, 2026, or a total of up to twenty-three months after the Charter Extension Date, unless the closing of a business combination shall have occurred prior thereto (such amendment, the “Extension Amendment” and such proposal, the “Extension Amendment Proposal”); and (B) if required, an adjournment proposal to adjourn, by way of ordinary resolution, the Shareholder Meeting to a later date or dates, if necessary, (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”) and Class B ordinary shares, par value $0.0001 per share (the “Class B Ordinary Shares” and, together with the Class A Ordinary Shares, the “Ordinary Shares”), in the capital of the Company represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Shareholder Meeting or at the time of the Shareholder Meeting to approve the Extension Amendment Proposal or (ii) where the Board has determined it is otherwise necessary (the “Adjournment Proposal”).

 

The shareholders of the Company approved the Extension Amendment Proposal at the Shareholder Meeting and on November 27, 2024, the Company filed an Amended and Restated Memorandum and Articles of Association reflecting the Extension Amendment (the “Charter Amendment”) with the Registrar of Companies of the Cayman Islands, effective November 26, 2024.

 

The foregoing description is qualified in its entirety by reference to the Charter Amendment, 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 November 26, 2024, the Company held the Shareholder Meeting to approve the Extension Amendment Proposal and if required, the Adjournment Proposal, as more fully described in the definitive proxy statement filed with the Securities and Exchange Commission on November 12, 2024. As there were sufficient votes to approve the Extension Amendment Proposal, the Adjournment Proposal was not presented to shareholders.

 

Holders of 26,387,016 Ordinary Shares of the Company held of record as of November 11, 2024, the record date for the Shareholder Meeting, were present in person or by proxy at the meeting, representing approximately 96.73% of the voting power of the Company’s Ordinary Shares as of the record date for the Shareholder Meeting, and constituting a quorum for the transaction of business.

 

 

The voting results for the Extension Amendment Proposal were as follows:

 

For		Against		Abstain
26,380,004		6,512		500

 

In connection with the vote to approve the Extension Amendment Proposal, the holders of 1,405,293 Class A Ordinary Shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $11.48 per share, for an aggregate redemption amount of approximately $15,111,008. After the satisfaction of such redemptions, the balance in the Trust Account will be approximately $1,027,603.

 

Item 9.01.

Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit No.		Description
3.1		Amended and Restated Memorandum and Articles of Association.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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: November 29, 2024	JAWS MUSTANG ACQUISITION CORPORATION
	By:	/s/ Andrew Klaber
	Name:	Andrew Klaber
	Title:	Chief Executive Officer

 

 

Exhibit 3.1

 

Registrar of Companies

Government Administration Building

133 Elgin Avenue

George Town

Grand Cayman

 

Jaws Mustang Acquisition Corporation (ROC #367210) (the “Company”)

 

TAKE NOTICE that by minutes of an extraordinary general meeting of the Company held 26 November 2024, the following special resolution was passed:

 

Proposal No. 1—The Extension Amendment Proposal—RESOLVED, as a special resolution that:

 

(a)

Article 49.7 of JWSM’s Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 49.7:

 

“In the event that the Company does not consummate a Business Combination upon the date which is the later of: (i) January 4, 2025 (or December 4, 2026, if applicable, under the provisions of this Article 49.7), or (ii) 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 the 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 provisions of the Articles, in the event that the Company has not consummated a Business Combination within forty-seven months from the closing of the IPO, the Company may, without another vote of the Members, elect to extend the date to consummate the Business Combination on a monthly basis for up to twenty-three times by an additional one month each time after the forty-seventh month from the closing of the IPO, by resolution of the Directors, if requested by the Sponsor in writing, and upon five days’ advance notice prior to the applicable Termination Date, until seventy months from the closing of the IPO.”

 

 

(b)

Article 49.8(a) of JWSM’s Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 49.8(a):

 

“to modify the substance or timing of the Company’s obligation to: (i) allow redemptions of the Public Shares in connection with a Business Combination or: (ii) redeem 100 per cent of the Public Shares if the Company has not completed a Business Combination within forty-seven months (or up to seventy months, if applicable under the provisions of Article 49.7) from the consummation of the IPO; or”

 

(c)

Article 49.10(b) of JWSM’s Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 49.10(b):

 

“vote as a class with the Public Shares: (i) on the Company’s initial Business Combination or on any other proposal presented to shareholders prior to or in connection with the completion of an initial Business Combination; or (ii) to approve an amendment to the Memorandum or the Articles to (x) extend the time we have to consummate a business combination beyond December 4, 2026 or (y) amend this Article 49.10.”

 

/s/ Maggie Ebanks
Maggie Ebanks
Corporate Administrator
for and on behalf of
Maples Corporate Services Limited
Dated this 27th day of November 2024.

 

 

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