Current Report Filing (8-k)
2021年8月28日 - 5:35AM
Edgar (US Regulatory)
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2021-08-27
2021-08-27
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2021-08-27
2021-08-27
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TWCTU:ClassCommonStockParValue0.0001PerShareMember
2021-08-27
2021-08-27
0001819313
TWCTU:WarrantsEachExercisableForOneShareOfClassCommonStockFor11.50PerShareMember
2021-08-27
2021-08-27
iso4217:USD
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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):
August 27, 2021
TWC Tech Holdings
II Corp.
(Exact name of registrant as specified in its charter)
Delaware
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001-39499
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85-2061861
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(State or Other
Jurisdiction of Incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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Four Embarcadero Center, Suite 2100
San Francisco, CA 94111
(Address of Principal Executive Offices) (Zip Code)
Registrant’s
telephone number, including area code: (415) 780-9975
Not Applicable
(Former Name or 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:
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|
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Units, each consisting of one share of Class A Common Stock and one-third of one Redeemable Warrant
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TWCTU
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The Nasdaq Stock Market LLC
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Class A Common Stock, par value $0.0001 per share
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TWCT
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The Nasdaq Stock Market LLC
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Warrants, each exercisable for one share of Class A Common Stock for $11.50 per share
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TWCTW
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The Nasdaq Stock Market LLC
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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
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x
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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.
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Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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On August 27, 2021, TWC Tech Holdings
II Corp. (the “Company”) held its 2021 annual meeting of stockholders (the “Annual Meeting”). A quorum was present
at the meeting, as required by the Company’s Bylaws. The immediately following charts set forth the number of votes cast for and
against, and the number of abstention votes and broker non-votes, with respect to each matter voted upon by the stockholders.
Proposal 1 – The Merger Proposal
The stockholders approved the Merger Proposal by the
affirmative vote of a majority of the votes cast by holders of outstanding Public Shares represented at the Special Meeting.
Votes
For
|
|
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Votes Against
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|
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Votes Abstained
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|
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Broker
Non-Votes
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|
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50,005,894
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|
|
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2,948,552
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36,900
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0
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Proposal 2 – The Amended Articles Proposal
The stockholders approved the Amended Articles to
be effective upon the consummation of the Business Combination.
Votes
For
|
|
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Votes Against
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|
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Votes Abstained
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|
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Broker
Non-Votes
|
|
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50,005,893
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|
|
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2,948,553
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|
|
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36,900
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|
|
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0
|
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Item 7.01
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Regulation FD Disclosure.
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On
August 27, 2021, the Company and Cellebrite DI, Ltd. (“Cellebrite”)
jointly issued a press release announcing the closing of their previously announced merger. A copy of the press release is attached as
Exhibit 99.1 hereto and incorporated by reference herein.
The
information in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section,
and shall not be deemed to be incorporated by reference into the filings of the Company under
the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, regardless of any general incorporation
language in such filings.
Item 9.01
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Financial Statements and Exhibits.
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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.
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TWC Tech Holdings II Corp.
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Date: August 27, 2021
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By:
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/s/ Rufina A. Adams
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Name:
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Rufina A. Adams
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Title:
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Chief Financial Officer
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TWC Tech Holdings II (NASDAQ:TWCTU)
過去 株価チャート
から 8 2024 まで 9 2024
TWC Tech Holdings II (NASDAQ:TWCTU)
過去 株価チャート
から 9 2023 まで 9 2024