Certificate of Incorporation/Bylaws - Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): May 16, 2023

CRESCERA CAPITAL ACQUISITION CORP.

(Exact Name of Registrant as Specified in its Charter)

Cayman Islands		001-41081		N/A
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

Rua Aníbal de Mendonça, 27, 2nd floor, Rio de Janeiro, RJ, Brazil		22410-050
(Address of Principal Executive Offices)		(Zip Code)

Registrant's telephone number, including area code: +55(21) 3687-1500

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
Class A ordinary shares, par value $0.0001 per share		CREC		NasdaqGlobal Market
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50		CRECW		NasdaqGlobal Market
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant		CRECU		NasdaqGlobal Market

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 Articles of Incorporation or Bylaws; Change in Fiscal Year.

On April 19, 2023, Crescera Capital Acquisition Corp. (the "Company") filed with the U.S. Securities and Exchange Commission ("SEC") on April 19, 2023 and mailed to shareholders on April 19, 2023 (the "Proxy Statement") for the solicitation of proxies in connection with a special meeting of the Company's stockholders to be held on May 16, 2023 (the "Shareholder Meeting"), as supplemented on April 20, 2023.

On May 16, 2023, Crescera Capital Acquisition Corp. (the "Company") held an extraordinary general meeting of the Company's shareholders (the "Extraordinary General Meeting"). At the Extraordinary General Meeting, the Company's shareholders approved amendments (the "Articles Amendment") to the Company's Amended and Restated Memorandum and Articles of Association (the "Articles") to: (i) extend the date (the "Termination Date") by which the Company has to consummate an initial business combination from May 23, 2023 (the date which is 18 months from the closing date of the Company's initial public offering of shares of Class A shares) (the "IPO") (the "Original Termination Date") to November 23, 2023 (the date which is 24 months from the closing date of the Company's IPO) (the "Articles Extension Date"), or such earlier date as determined by the Company's board of directors ("Board"), and to allow the Board, without another shareholder vote, to extend the period of time to consummate the initial business combination for an additional 6 months after the Articles Extension Date on the same terms as the Original Extension Right (as defined in the Proxy Statement) as contemplated by the IPO prospectus and in accordance with the Articles, if requested by CC Sponsor LLC, a Cayman Islands limited liability company (the "Sponsor"), and upon five days' advance notice prior to the applicable Termination Date, until May 23, 2024 (the date which is 30 months from the closing date of the Company's IPO) (the "Additional Articles Extension Date"), or a total of twelve months after the Original Termination Date, as provided by the first resolution in the form set forth in Annex A to the Proxy Statement (the "Extension Amendment Proposal"); (ii) eliminate from the Articles the limitation that the Company should not redeem Class A Ordinary Shares included as part of the units sold in the IPO (including any shares issued in exchange thereof, the "Public Shares") to the extent that such redemption would cause the Company's net tangible assets to be less than $5,000,001 (the "Redemption Limitation", the "Redemption Limitation Amendment" and such proposal, the "Redemption Limitation Amendment Proposal"). The Redemption Limitation Amendment would allow the Company to redeem Public Shares irrespective of whether such redemption would exceed the Redemption Limitation; (iii) provide that the Class B Ordinary Shares may be converted either at the time of the consummation of the Company's initial Business Combination or at any earlier date at the option of the holders of the Class B Ordinary Shares (the "Founder Conversion Amendment" and such proposal, the "Founder Conversion Amendment Proposal"); and, if necessary; (iv) (a) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient Class A Ordinary Shares, par value $0.0001 per share and Class B Ordinary Shares, par value $0.0001 per share in the capital of the Company represented (either in person or by proxy) to approve the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal, or the Founder Conversion Amendment Proposal, (b) if the holders of Public Shares (as defined below) have elected to redeem an amount of shares in connection with the Extension Amendment such that the Company would not adhere to the continued listing requirements of the Nasdaq Stock Market LLC ("Nasdaq"), or (c) if the Company determines before the Shareholder Meeting that it is not necessary or no longer desirable to proceed with the other proposals (the "Adjournment Proposal"), including in the event that the Company has elected to exercise the Original Extension Right.

Item 5.07. Submission of Matters to a Vote of Security Holders.

At the Extraordinary General Meeting held on May 16, 2023, the Company's shareholders approved the Articles Amendment to amend, by way of special resolution, the Articles to extend the date from May 23, 2023 (the date which is 18 months from the closing date of the Company's initial public offering of shares of Class A shares to November 23, 2023 (the date which is 24 months from the closing date of the Company's IPO), or such earlier date as determined by the Board, and to allow the Board, without another shareholder vote, to extend the period of time to consummate the initial business combination for an additional 6 months after the Articles Extension Date on the same terms as the original extension right as contemplated by our IPO prospectus and in accordance with the Articles, if requested by the Sponsor, and upon five days' advance notice prior to the applicable Termination Date, until May 23, 2024 (the date which is 30 months from the closing date of the Company's IPO), or a total of twelve months after the Original Termination Date, as provided by the first resolution in the form set forth in Annex A to the Proxy Statement (the "Extension Amendment Proposal").

At the Extraordinary General Meeting, the Company's shareholders approved the Redemption Limitation Amendment Proposal. The Redemption Limitation Amendment Proposal asked shareholders to amend, by way of special resolution, the Articles, as provided by the second resolution in the form set forth in Annex A to the Proxy Statement (the "Redemption Limitation Amendment" and such proposal, the "Redemption Limitation Amendment Proposal") to eliminate from the Articles the limitation that the Company should not redeem Class A Ordinary Shares included as part of the units sold in the IPO (including any shares issued in exchange thereof, the "Public Shares") to the extent that such redemption would cause the Company's net tangible assets to be less than $5,000,001. The Redemption Limitation Amendment allowed the Company to redeem Public Shares irrespective of whether such redemption would have exceeded the Redemption Limitation.

At the Extraordinary General Meeting, the Company's shareholders approved the Founder Conversion Amendment Proposal. The Founder Conversion Amendment Proposal asked shareholders to amend, by way of special resolution, the Company's Articles, as provided by the third resolution in the form set forth in Annex A to the Proxy Statement (the "Founder Conversion Amendment" and such proposal, the "Founder Conversion Amendment Proposal") to provide that the Class B Ordinary Shares might be converted either at the time of the consummation of the Company's initial Business Combination or at any earlier date at the option of the holders of the Class B Ordinary Shares.

At the Extraordinary General Meeting, the Company's shareholders approved the Adjournment Proposal. The Adjournment Proposal asked shareholders to adjourn, by way of ordinary resolution, the Shareholder Meeting to a later date or dates, if necessary, (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Shareholder Meeting, there were insufficient Class A Ordinary Shares, par value $0.0001 per share and Class B Ordinary Shares, par value $0.0001 per share in the capital of the Company represented (either in person or by proxy) to approve the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal, or the Founder Conversion Amendment Proposal, (ii) if the holders of Public Shares (as defined below) had elected to redeem an amount of shares in connection with the Extension Amendment such that the Company would not have adhered to the continued listing requirements of the Nasdaq Stock Market LLC ("Nasdaq"), or (iii) if the Company had determined before the Shareholder Meeting that it would not be necessary or no longer desirable to proceed with the other proposals (the "Adjournment Proposal"), including in the event that the Company has had elected to exercise the Original Extension Right.

On May 16, 2023, a total of 23,287,157 ordinary shares, representing approximately 86.8% of the Company's issued and outstanding ordinary shares held of record at the close of business on April 19, 2023, the record date for the Extraordinary General Meeting, were present in person (including virtually) or represented by proxy, constituting a quorum. The Company's shareholders voted on the following proposals (the "Proposals") at the Extraordinary General Meeting, which are described in greater detail in the Company's Proxy Statement.

The voting results for the proposals voted on at the Extraordinary General Meeting are set forth below.

1. The Extension Amendment Proposal - To amend, by way of special resolution, the Company's Articles to extend the Termination Date by which the Company has to consummate a Business Combination from the Original Termination Date to the Articles Extension Date and to allow the Board of the Company, without another shareholder vote, to extend the Termination Date to consummate a Business Combination for an additional 6 months after the Articles Extension Date, by resolution of the Board, if requested by the Sponsor, and upon five days' advance notice prior to the applicable Termination Date, until May 23, 2024, or a total of twelve months after the Original Termination Date, as provided by the first resolution in the form set forth in Annex A to the Proxy Statement.

For		Against		Abstain		Broken non-vote
20,874,131		2,413,026		0		0

2. The Redemption Limitation Amendment Proposal - To amend, by way of special resolution, the Company's Articles, as provided by the second resolution in the form set forth in Annex A to the Proxy Statement to eliminate from the Articles the limitation that the Company shall not redeem Public Shares to the extent that such redemption would cause the Company's net tangible assets to be less than the Redemption Limitation. The Redemption Limitation Amendment would allow the Company to redeem Public Shares irrespective of whether such redemption would exceed the Redemption Limitation.

For		Against		Abstain		Broken non-vote
20,874,131		2,413,026		0		0

3. The Founder Conversion Amendment Proposal - To amend, by way of special resolution, the Company's Articles, as provided by the third resolution in the form set forth in Annex A to this proxy statement to provide that the Class B Ordinary Shares may be converted either at the time of the consummation of the Company's initial Business Combination or at any earlier date at the option of the holders of the Class B Ordinary Shares.

For		Against		Abstain		Broken non-vote
20,874,131		2,413,026		0		0

4. The Adjournment Proposal - As there were sufficient votes to approve the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal, the Adjournment Proposal described in the Proxy Statement was not presented to shareholders.

Under Cayman Islands law, the Articles Amendment took effect upon approval of the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal. Accordingly, the Company now has up to May 23, 2024 to consummate its initial business combination. The foregoing description is qualified in its entirety by reference to the Articles Amendment, a copy of which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.

Item 8.01. Other Events.

In connection with the Extraordinary General Meeting, shareholders holding an aggregate of 19,978,574 of the Company's Class A ordinary shares exercised their right to redeem their shares.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description of Exhibits
3.1		Amendment to the Amended and Restated Memorandum and Articles of Association
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 17, 2023	CRESCERA CAPITAL ACQUISITION CORP.
	By:	/s/ Felipe Samuel Argalji
		Name:	Felipe Samuel Argalji
		Title:	Chief Executive Officer

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