JM GLOBAL HOLDING COMPANY (NASDAQ:WYIG) Files An 8-K Entry into a Material Definitive AgreementItem 9.01 Entry into a Material Definitive Agreement.
On July 27, 2017, in connection with the Meeting (as defined below), JM Global Holding Company (the “Company”) entered into the Amendment to Trust Agreement (as defined below) with Continental Stock Transfer & Trust Company (“Continental”), to which the date on which to commence liquidation of the trust account (the “Trust Account”) established in connection with the Company’s initial public offering was extended from July 29, 2017 to January 29, 2018. A copy of the Amendment to Trust Agreement is attached as Exhibit 10.1 hereto and is incorporated by reference herein.
Item 9.01 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On July 27, 2017, in connection with the Meeting, the Company filed with the Secretary of State of Delaware the Company’s Amendment to the Amended and Restated Certificate of Incorporation, a copy of which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.
Item 9.01 Submission of Matters to a Vote of Security Holders.
On July 27, 2017, the Company held a special meeting of stockholders (the “Meeting”). At the Meeting, the Company’s stockholders approved the following items: (i) an amendment to the Company’s Amended and Restated Certificate of Incorporation extending the date by which the Company must consummate its initial business combination and the date for cessation of operations of the Company if the Company has not completed an initial business combination from July 29, 2017 to January 29, 2018 or such earlier date as determined by the Board of Directors of the Company (the “Extension Amendment Proposal”), (ii) an amendment (the “Amendment to Trust Agreement”) to the Investment Management Trust Agreement (the “Trust Agreement”) between the Company and Continental extending the date on which to commence liquidation of the Trust Account in accordance with the Trust Agreement, as amended by the Amendment to Trust Agreement, from July, 29, 2017 to January 29, 2018 (the “Trust Amendment Proposal”) and (iii) the adjournment of the Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of the Extension Amendment Proposal and the Trust Amendment Proposal (the “Adjournment Proposal”).
Set forth below are the final voting results for each of the proposals:
(i) Approval of the Extension Amendment Proposal.
| For | Against | Abstain |
| 6,448,854 | 100,000 |
(ii) Approval of the Trust Amendment Proposal.
| For | Against | Abstain |
| 6,448,854 | 100,000 |
(iii) Approval of the Adjournment Proposal.
| For | Against | Abstain |
| 6,445,854 | 103,000 |
Shareholders holding 963,112 public shares exercised their right to redeem such public shares into a pro rata portion of the Trust Account. As a result, an aggregate of approximately $9.6 million (or $10.00 per share) was removed from the Trust Account to pay such holders.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
JM Global Holding Co ExhibitEX-3.1 2 f8k072717ex3i_jmglobal.htm AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF JM GLOBAL HOLDING COMPANY State of Delaware Secretary of State Division of Corporations Delivered 04:12 PM 07/27/2017 FILED 04:12 PM 07/27/2017 SR 29175451553 – File Number 5727166 1.The undersigned,…To view the full exhibit click here
