Current Report Filing (8-k)
December 07 2022 - 4:31PM
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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): December 6, 2022
MISSION
ADVANCEMENT CORP.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-40127 |
|
86-1254144 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
2525
E Camelback Rd, Ste 850
Phoenix, AZ 85016
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: (602) 476-0600
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) |
| |
|
| ☐ |
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 share of Class A Common Stock and one-third of one Redeemable Warrant |
|
MACC U |
|
The New York Stock Exchange |
| |
|
|
|
|
| Class A Common Stock, par
value $0.0001 per share |
|
MACC |
|
The New York Stock Exchange |
| |
|
|
|
|
| Warrants, each exercisable
for one share Class A Common Stock for $11.50 per share |
|
MACC WS |
|
The New York Stock Exchange |
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
1.01 Entry into a Material Definitive Agreement.
On
December 7, upon the stockholders’ approval of the Trust Amendment Proposal (as defined below), Mission Advancement Corp. (the
“Company”) entered into an amendment (the “Trust Amendment”) to the Investment Management Trust Agreement, dated
March 2, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as trustee (“Continental”),
to change the date on which Continental must commence liquidation of the trust account (the “Trust Account”) established
in connection with the Company’s initial public offering (the “IPO”) to December 7, 2022.
A
copy of the Trust Amendment is attached as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference.
Item
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
December 6, 2022, upon the stockholders’ approval of the Charter Amendment (as defined below), the Board of Directors (the “Board”)
of the Company determined that if the Company has not consummated an initial Business Combination (as defined below), by December 7, 2022
(the “Amended Termination Date”), the Company shall (i) cease all operations, except for the purpose of winding up; (ii) as
promptly as reasonably possible, but not more than ten business days after the Termination Date, redeem (the “Redemption”)
100% of the shares of Class A common stock, par value $0.0001 per share, of the Company (the “Class A Common Stock”),
included as part of the units sold in the IPO, whether such shares were purchased in the IPO or in the secondary market following the
IPO (including shares sold pursuant to the underwriters’ overallotment option, collectively, the “Public Shares”); and
(iii) as promptly as reasonably possible following the Redemption, dissolve and liquidate, subject in each case to the Company’s
obligations under the Delaware General Corporation Law to provide for claims of creditors and other requirements of applicable law.
The
Company has (i) notified the New York Stock Exchange (“NYSE”) of the anticipated Redemption, liquidation and dissolution;
and (ii) requested that NYSE (A) suspend trading of the Company’s shares of Class A Common Stock and units, each consisting
of one share of Class A Common Stock and one-third of one redeemable warrants to purchase shares of Class A Common Stock (the “Redeemable
Warrants”) (the units, together with the Class A Common Stock and the Redeemable Warrants, the “Securities”) effective
before the opening of trading on December 8, 2022, and (B) file with the Securities and Exchange Commission (the “SEC”) a
Form 25 Notification of Removal from Listing and/or Registration (“Form 25”) to delist and deregister the Securities under
Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a result, the Class A Common Stock
and Unit will be suspended from trading on NYSE on December 8, 2022.
The
Company expects that NYSE will file Form 25 with the SEC on or around December 14, 2022. Following that, the Company intends to file
Form 15 Certification and Notice of Termination of Registration with the SEC, requesting that the Company’s reporting obligations
under Sections 13 and 15(d) of the Exchange Act be terminated with respect to the Securities.
Item
3.03 Material Modification to Rights of Security Holders.
On December
6, 2022, stockholders of the Company approved an amendment (the “Charter Amendment”) to the Amended and Restated Certificate
of Incorporation of the Company (the “Charter”) to, among other things: (a) change the date (the “Original Termination
Date”) by which the Company must either (i) consummate a merger, capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination with one or more businesses (the “Business Combination”), or (ii) if
the Company fails to complete such Business Combination by the Original Termination Date, cease all operations, except for the purpose
of winding up, and, subject to and in accordance with the Charter, redeem all Public Shares. The Company filed the Charter Amendment
with the Secretary of State of the State of Delaware on December 6, 2022.
The
Charter Amendment changes the Original Termination Date from March 5, 2023 to such other date as shall be determined by the Board and
publicly announced by the Company, provided that such date shall be no later than December 30, 2022 (such date, the “Amended Termination
Date”).
A
copy of the Charter Amendment is filed herewith as Exhibit 3.1 and is incorporated herein by reference.
In
connection with the foregoing matters described in Items 3.01 and 3.03, on December 7, 2022, the Company issued a press release, a copy
of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, which is incorporated herein by reference.
Item
5.07 Submission of Matters to a Vote of Security Holders.
The
information set forth in Item 3.03 of this Current Report on Form 8-K is incorporated herein by reference.
At
the Company’s special meeting of stockholders held on December 6, 2022 (the “Special Meeting”), the following proposals
were considered and acted upon by the stockholders of the Company: (a) a proposal to approve the Charter Amendment (the “Charter
Amendment Proposal”); (b) a proposal to approve the Trust Amendment to change the date on which Continental must commence liquidation
of the Trust Account to the Amended Termination Date (the “Trust Amendment Proposal”); and (c) a proposal to approve the
adjournment of the Special Meeting from time to time to solicit additional proxies in favor of the Charter Amendment Proposal and/or
the Trust Amendment Proposal or if otherwise determined by the chairperson of the Special Meeting to be necessary or appropriate (the
“Adjournment Proposal”). The number of votes cast for or against, as well as the number of abstentions as to each proposal,
are set forth below.
| 1. | Charter
Amendment Proposal |
|
Votes For |
|
Votes Against |
|
Abstentions |
| 33,327,160 |
|
1,902 |
|
0 |
Accordingly, the Charter Amendment Proposal
was approved.
| 2. | Trust
Amendment Proposal |
|
Votes For |
|
Votes Against |
|
Abstentions |
| 33,327,159 |
|
1,903 |
|
0 |
Accordingly, the Trust Amendment Proposal
was approved.
|
Votes For |
|
Votes Against |
|
Abstentions |
| 33,327,150 |
|
1,912 |
|
0 |
Accordingly,
the Adjournment Proposal was approved.
In
connection with the approval and implementation of the Charter Amendment, the holders of 34,035,401 Public Shares exercised their right
to redeem their shares for cash at a redemption price of approximately $10.07 per share, for an aggregate redemption amount of approximately
$342,841,438. Following such redemptions, 464,599 Public Shares remain outstanding.
Item
8.01 Other Events.
The
information set forth in Item 3.01 above of this Current Report on Form 8-K is incorporated by reference herein.
In
the Redemption, the Public Shares will be redeemed at a per-share price, payable in cash, equal to the quotient obtained by dividing
(A) the aggregate amount then on deposit in the Trust Account, including interest (net of taxes payable, and less up to $100,000 of such
net interest to pay dissolution expenses) (the “Redemption Amount”), by (B) the total number of then outstanding Public Shares.
The redemption will completely extinguish rights of the holders of Public Shares (including the right to receive further liquidating
distributions, if any). There will be no redemption rights or liquidating distributions with respect to the Redeemable Warrants, which
will expire worthless upon the liquidation of the Company.
Following
the redemptions in connection with the approval and implementation of the Charter Amendment, the total amount held in the Trust Account
was approximately $4,679,945, and a total of 464,599 Public Shares were outstanding. The Company estimates that the total Redemption
Amount will be approximately $4,679,945, and the per-share Redemption Amount will be approximately $10.07.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
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.
| |
MISSION ADVANCEMENT CORP. |
| |
|
| |
By: |
/s/
Jahm Najafi |
| |
|
Name: |
Jahm Najafi |
| |
|
Title: |
Chief Executive Officer |
Dated:
December 7, 2022
4
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