Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
December 20 2022 - 4:11PM
Edgar (US Regulatory)
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
December 20, 2022
Date of Report (Date of earliest event reported)
Model Performance Acquisition Corp.
(Exact Name of Registrant as Specified in its Charter)
British Virgin Islands |
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001-40318 |
|
n/a |
(State or other jurisdiction of
incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
The Sun's Group Center,
29th Floor
200 Gloucester Road
Wan chai
Hong Kong |
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n/a |
(Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: +852 9258 9728
N/A
(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:
|
x |
Written communications pursuant to Rule 425 under the Securities Act |
|
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
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¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
|
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which
registered |
Ordinary Shares |
MPAC |
The Nasdaq Stock Market LLC |
Warrants |
MPACW |
The Nasdaq Stock Market LLC |
Units |
MPACU |
The Nasdaq Stock Market LLC |
Rights |
MPACR |
The Nasdaq 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 (17 CFR §230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company x
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 5.07. Submission of Matters to a
Vote of Security Holders
On December 20, 2022 at 9:30 a.m. Eastern Time,
Model Performance Acquisition Corp. (the “Company” or “MPAC”) opened its special meeting of its shareholders (the
“Special Meeting”) at which the shareholders voted as set forth below on the following proposal pursuant to the definitive
proxy statement/prospectus, filed by the Company with the Securities and Exchange Commission on December 6, 2022 and mailed by MPAC to
its shareholders on or about December 7, 2022 (the “Proxy Statement”).
As of November 15, 2022, the record date for the
Special Meeting, there were 4,028,506 ordinary shares outstanding and entitled to vote. At the Special Meeting, there were 3,186,038 ordinary
shares voted by proxy or in person. The final voting results for the sole matter submitted to a vote of the shareholders of MPAC at the
Special Meeting is as follows:
Adjournment Proposal.
Proposal to adjourn the Special Meeting to December
28, 2022 at 9:30 a.m. Eastern Time, was passed with voting results as follows:
For | |
Against | |
Abstain |
3,181,633 | |
4,405 | |
0 |
The Special Meeting will reopen on December 28,
2022 at 9:30 a.m. Eastern Time at the same place and using the same remote participation instructions as were provided in the Proxy Statement.
The Company currently targets to close the business combination
as described in the Proxy Statement on or about December 30, 2022.
SIGNATURES
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: December 20, 2022 |
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MODEL PERFORMANCE ACQUISITION CORP. |
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|
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By: |
/s/ Serena Shie |
|
Name: |
Serena Shie |
|
Title: |
President and Chief Financial Officer |
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