Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
On April 25, 2023, the Company filed two amendments
(the “Extension Amendment” and the “Conversion Amendment”) to the Company’s Amended and Restated Memorandum
and Articles of Association (the “Amended and Restated Articles”) with the Registrar of Companies in the Cayman Islands.
The Extension Amendment extends the date by which the Company must consummate its initial business combination from May 2, 2023 to November
2, 2023, or such earlier date as determined by the Company’s board of directors. The Conversion Amendment amends certain provisions
of the Amended and Restated Articles in order to allow each holder of the Company’s Class B ordinary shares, par value $0.0001
per share (“Class B ordinary shares”) to convert such shares into the Company’s Class A ordinary shares
on a one-for-one basis prior to the closing of a business combination, at the election of such holder.
The foregoing description is qualified in its
entirety by reference to the Extension Amendment and Conversion Amendment, copies of which are attached as Exhibits 3.1 and 3.2, respectively,
hereto and which are incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On April 20, 2023, the Company held an extraordinary
general meeting in lieu of the 2023 annual general meeting of the Company (the “Meeting”). At the Meeting, the Company’s
shareholders approved the following proposals: (i) a proposal to approve, by way of special resolution, the Extension Amendment to the
Amended and Restated Articles, to extend the date by which the Company has to consummate a business combination from May 2, 2023 to November
2, 2023 or such earlier date as may be determined by the Board in its sole discretion (the “Articles Extension Proposal”);
(ii) a proposal to amend the Company’s Trust Agreement to extend the date by which the Company would be required to consummate a
business combination from May 2, 2023 to November 2, 2023, or such earlier date as may be determined by the Board in its sole discretion
(the “Trust Extension Proposal”); (iii) a proposal to approve, by way of special resolution, the Conversion Amendment to the
Amended and Restated Articles, to provide for the right of a holder of Class B ordinary shares to convert such shares into Class A ordinary
shares, on a one-for-one basis prior to the closing of a business combination at the election of the holder (the “Conversion Amendment
Proposal”); and (iv) a proposal to approve, by way of ordinary resolution of the holders of the Class B ordinary shares, the re-appointment
of each of Ofer Gonen, Nachum (Homi) Shamir, Hadar Ron, M.D., David J. Shulkin, M.D., and David Sidransky, M.D. as a director of the Company
until the second succeeding annual general meeting of the Company and until their successors are elected and qualified (the “Director
Election Proposal”).
The affirmative vote of at least two-thirds (2/3)
of the ordinary shares of the Company (the “Ordinary Shares”), consisting of the Class A ordinary shares and Class B ordinary
shares, voting as a single class, voted at the Meeting was required to approve each of the Articles Extension Proposal and the Conversion
Amendment Proposal, the affirmative vote of at least 65% of the outstanding Ordinary Shares entitled to vote thereon was required to approve
the Trust Extension Proposal, and the affirmative vote of a at least a majority of the Class B ordinary shares voting on the Director
Election Proposal was required for the re-election of each of the directors under the Director Election Proposal. Each such requisite
majority was achieved at the Meeting.
10,185,471 Class A ordinary shares were redeemed
in connection with the Extension, resulting in 2,464,529 Class A Ordinary Shares outstanding.
Set forth below are the final voting results for
each of the proposals:
Articles Extension Proposal
The Articles Extension Proposal was approved.
The voting results of the Ordinary Shares were as follows:
For |
|
Against |
|
Abstain |
11,270,029 |
|
1,466,596 |
|
0 |
Trust Extension Proposal
The Trust Extension Proposal was approved. The
voting results of the Ordinary Shares were as follows:
For |
|
Against |
|
Abstain |
11,270,029 |
|
1,466,596 |
|
0 |
Conversion Amendment Proposal
The Conversion Amendment Proposal was approved.
The voting results of the Ordinary Shares were as follows:
For |
|
Against |
|
Abstain |
11,270,029 |
|
1,466,596 |
|
0 |
Director Election Proposal
The Director Proposal was approved, and each of
Ofer Gonen, Nachum (Homi) Shamir, Hadar Ron, M.D., David J. Shulkin, M.D., and David Sidransky, M.D. was re-elected to the Company’s
board of directors. The voting results of the Class B ordinary shares for each of the nominees was as follows:
For |
|
Against |
|
Abstain |
3,162,500 |
|
0 |
|
0 |