01/03/2022 | Press release | Distributed by Public on 01/03/2022 16:16
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 27, 2021
MALACCA STRAITS ACQUISITION COMPANY LIMITED
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
|(Commission File Number)||
St. George's Building
2 Ice House Street Central, Hong Kong
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: +85221060888
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
|Title of Each Class||Trading Symbol(s)||
Name of Each Exchange on Which
|Units, each consisting of one Class A Ordinary Share and one-half of one Redeemable Warrant||MLACU||The NasdaqStock Market LLC|
|Class A Ordinary Shares, par value $0.0001 per share||MLAC||The NasdaqStock Market LLC|
|Warrants, each whole warrant exercisable for one Class A Ordinary Share for $11.50 per share||MLACW||The NasdaqStock Market LLC|
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))|
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 5.03 Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.
On December 27, 2021, Malacca Straits Acquisition Company Limited (the "Company") held its 2021 annual general meeting (the "Annual Meeting") of shareholders. At the Annual Meeting, the Extension Amendment Proposal (as defined below) to amend the Company's Amended and Restated Memorandum and Articles of Association ("Charter Amendment") was approved. Under Cayman Islands law, the Charter Amendment took effect upon approval of the Extension Amendment Proposal (as defined below). The Company plans to file the Charter Amendment with the Cayman Islands General Registry within 15 days of the Annual Meeting. The terms of the Charter Amendment are set forth in the Company's definitive proxy statement filed with the Securities and Exchange Commission on November 22, 2021.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting on December 27, 2021, the Company's shareholders were presented the proposals to (i) appoint five directors to serve on the Company's board of directors (the "Board") until the 2023 annual general meeting of the Company or until their successors are appointed and qualified, (ii) ratify the selection by the audit committee of WithumSmith+Brown, PC ("Withum") to serve as the Company's independent registered public accounting firm for the year ended December 31, 2021 (the "Auditor Ratification Proposal"), and (iii) to extend the date by which the Company must consummate a business combination from January 17, 2022 (which is 18 months from the closing of the Company's initial public offering) to October 17, 2022 (or such earlier date as determined by the Board) by amending the Company's Amended and Restated Memorandum and Articles of Association (the "Extension Amendment Proposal"). The proposal to adjourn the Annual Meeting to a later date was not presented because there were enough votes to approve each of the foregoing proposals.
Set forth below are the final voting results for each of the foregoing proposals. Pursuant to the Company's Amended and Restated Memorandum and Articles of Association, directors are appointed by the affirmative vote of a majority of the holders of the Class B ordinary shares of the Company (the "Class B Ordinary Shares") who attend and vote at the Annual Meeting. The approval of the Auditor Ratification Proposal requires the affirmative vote of a majority of the holders of the ordinary shares of the Company (including Class A ordinary shares and Class B Ordinary Shares, together, the "Ordinary Shares") who attend and vote at the Annual Meeting. The approval of the Extension Amendment Proposal requires the affirmative vote of a majority of at least two-thirds of holders of Ordinary Shares who attend and vote at the Annual Meeting.
All five director nominees were elected as directors with the following vote from the holders of Class B Ordinary Shares:
|Christian Jason Chan||3,593,750||0||0|
|Dwi Prasetyo Suseno||3,593,750||0||0|
The appointment of Withum as the Company's independent registered public accounting firm for the fiscal year ended December 30, 2021 was ratified with the following vote from the holders of Ordinary Shares:
The Extension Amendment Proposal was approved with the following vote from the holders of Ordinary Shares:
In connection with the vote to approve the Extension Amendment Proposal, the holders of 9,669,449 Ordinary Shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.01 per share, for an aggregate redemption amount of approximately $96,761,060.02 in connection with the Extension Amendment Proposal.
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: January 3, 2022
|MALACCA STRAITS ACQUISITION COMPANY LIMITED|
|By:||/s/ Kenneth Ng|
|Title:||Chief Executive Officer|