GTY TECHNOLOGY HOLDINGS INC. (NASDAQ:GTYH) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07
As previously disclosed, on February 7, 2019, GTY Technology Holdings Inc. (“GTY” or the “Company”) convened and then adjourned, without conducting any business, the extraordinary general meeting of shareholders (the “Shareholder Meeting”) and the extraordinary general meeting of warrant holders (the “Warrant Holder Meeting” and, together with the Shareholder Meeting, “Extraordinary Meetings”) relating to its previously announced business combination (the “Business Combination”). The only proposal submitted for a vote at each of the Extraordinary Meetings was the approval of the adjournment of such meeting to a later date or dates.
The shareholders approved the adjournment proposal at the Shareholder Meeting by the votes set forth below:
| For | Against | Abstain | Broker Non-Votes |
| 23,151,807 | 1,101,090 | 106,257 |
The warrant holders approved the adjournment proposal at the Warrant Holder Meeting by the votes set forth below:
| For | Against | Abstain | Broker Non-Votes |
| 10,335,192 |
On February 13, 2019, the Company reconvened and then adjourned, without conducting any business, each of the Extraordinary Meetings. The only proposal submitted for a vote at each of the reconvened Extraordinary Meetings was the approval of the adjournment of such meeting to a later date or dates.
The shareholders approved the adjournment proposal at the reconvened Shareholder Meeting by the votes set forth below:
| For | Against | Abstain | Broker Non-Votes |
| 25,005,732 | 1,101,090 | 106,257 |
The warrant holders approved the adjournment proposal at the reconvened Warrant Holder Meeting by the votes set forth below:
| For | Against | Abstain | Broker Non-Votes |
| 12,094,401 |
In connection with the approval of the adjournment proposals by the Company’s shareholders and warrant holders at the reconvened Extraordinary Meetings as described above, the Company adjourned the Shareholder Meeting and Warrant Holder Meeting, which were scheduled to be held on February 13, 2019, until Thursday, February 14, 2019, at 4:00 p.m. Eastern Time and 4:15 p.m. Eastern Time, respectively, at the offices of Winston & Strawn LLP, at 200 Park Avenue, New York, New York, 10166.
The Extraordinary Meetings were adjourned in order to finalize documentation with additional investors. The business combination is expected to close on or before Friday, February 15, 2019.
Forward-Looking Statements
This Current Report on Form 8-K and the exhibits hereto include “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. The Company’s and each of the Business Combination targets’ (the “Targets”) actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, the Company’s and the Targets’ expectations with respect to future performance and anticipated financial impacts of the Business Combination, the satisfaction of the closing conditions to the Business Combination and the timing of the completion of the Business Combination. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside of either the Company’s or the Targets’ control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of any of the transaction documents or could otherwise cause the Business Combination to fail to close; (2) the outcome of the New York and California lawsuits among the Company, OpenGov, Inc. and the other parties thereto, as well as any other legal proceedings that may be instituted against the Company or a Target in connection with the transaction documents and the Business Combination; (3) the inability to finalize documentation with additional investors and complete the Business Combination, including due to conditions to closing in the transaction documents; (4) the inability to obtain or maintain the listing of GTY Govtech, Inc.’s common stock on The Nasdaq Stock Market following the Business Combination; (5) the risk that a Business Combination disrupts current plans and operations as a result of the announcement and consummation of the Business Combination; (6) the ability to recognize the anticipated benefits of a Business Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably and retain its key employees; (7) costs related to the Business Combination; (8) changes in applicable laws or regulations; (9) the possibility that a Target or the post-combination company may be adversely affected by other economic, business, and/or competitive factors; (10) any government shutdown, such as the federal government shutdown which commenced in December 2018, which impacts the ability of the Targets’ customers to purchase the Targets’ products and services; and (11) other risks and uncertainties indicated from time to time in the proxy statement/prospectus on Form S-4 relating to the Business Combination, including those under “Risk Factors” therein, and in the Company’s other filings with the SEC. The Company cautions that the foregoing list of factors is not exclusive. The Company cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.
About GTY TECHNOLOGY HOLDINGS INC. (NASDAQ:GTYH)
GTY Technology Holdings Inc. is a blank check company. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The Company will seek to capitalize on the significant experience and contacts of its management team in consummating an initial business combination. The Company intends to identify, acquire and operate a business in the technology industry, including software and services that may provide the opportunity to unlock the value of a private company and provide opportunities for an attractive risk adjusted return to its shareholders. The Company is a Cayman Islands exempted company. As of October 26, 2016, the Company had conducted no operations. As of October 26, 2016, the Company had not generated any revenues.