Item 5.07. Submission of Matters to a Vote of Security
Holders.
As previously disclosed, on
February 23, 2023, Springwater Special Situations Corp. (the “Company”) adjourned its special meeting of stockholders
(the “Special Meeting”) scheduled for February 23, 2023 at 11:00 a.m. to February 27, 2023 at 2:00 p.m. to allow additional
time for the Company to engage with its stockholders regarding redemption reversals. On February 27, 2023, the Company held the Special
Meeting. An aggregate of 18,960,635 shares of common stock of the Company (“Common Stock”), which represents a quorum
of the outstanding Common Stock entitled to vote as of the record date of January 31, 2023, were represented in person or by proxy at
the Meeting.
The Company’s stockholders voted
on the following proposals at the Meeting, which were approved:
(1) Proposal No. 1 —
The Issuance Amendment Proposal — a proposal to amend the Company’s amended and restated certificate of incorporation
to allow the Company to issue securities as a dividend prior to the consummation of an initial business combination, and specifically
to allow the Company to issue rights as a dividend in connection with the Meeting. The following is a tabulation of the votes with respect
to this proposal, which was approved by the Company’s stockholders:
| For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
| 18,703,345 |
|
250,290 |
|
7,000 |
|
0 |
(2) Proposal No. 2 —
The Extension Amendment Proposal — a proposal to amend the Company’s amended and restated certificate of incorporation
to extend the date by which the Company has to consummate a business combination from February 28, 2023 to August 28, 2023. The following
is a tabulation of the votes with respect to this proposal, which was approved by the Company’s stockholders:
| For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
| 18,703,345 |
|
250,290 |
|
7,000 |
|
0 |
Holders of an aggregate of
15,142,910 shares of Common Stock exercised their right to redeem their shares for an aggregate of $155,858,751.61 in cash.
On February 28, 2023, the
Company filed the amendment to its amended and restated certificate of incorporation with the Secretary of State of the State of Delaware.
A copy of the amendment is attached hereto as Exhibit 3.1.
As previously disclosed, the
Company’s board of directors approved a dividend of rights (“Rights”) to holders of public shares of Common Stock
(the “Public Shares”, each a “Public Share”) who did not seek redemption of their Public Shares
in connection with the stockholder vote upon the Extension Amendment Proposal. The Rights will be issued on or around March 2, 2023. Each
Right will entitle the holder to receive one-twelve-and-a-halfth (1/12.5) of a share of Common Stock upon consummation of the Company’s
initial business combination. Common Stock will only be issued in respect of Rights adding up to a full share of Common Stock (i.e.,
for every eight (8) Rights). For purposes of illustration, a holder of nineteen (19) unredeemed Public Shares will receive nineteen (19)
Rights, and, upon consummation of the Company’s initial business combination, will receive two (2) shares of Common Stock, in respect
of the first sixteen (16) Rights of such holder, and such holder’s remaining three (3) Rights will expire worthless.
An aggregate of 1,975,714
Public Shares were not redeemed at the Meeting. Accordingly, the Company will issue 1,975,714 Rights entitling the holders to receive
an aggregate of up to 158,057 shares of Common Stock.
In connection with the dividend,
on March 2, 2023, the Company will enter into a rights agreement, between the Company and Continental Stock Transfer and Trust Company
as rights agent, in the form attached hereto as Exhibit 4.1 (the “Rights Agreement”).
The description of the Rights
and Rights Agreement contained in this Current Report on Form 8-K does not purport to be complete and is qualified in its entirety by
the text of the Rights Agreement and form of right certificate, copies of which have been filed as Exhibits 4.1 and 4.2 to this Current
Report on Form 8-K.