QUINPARIO ACQUISITION CORP. 2 (NASDAQ:QPAC) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03.
|
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
The information contained in item 5.07 is incorporated herein by
reference.
| Item 5.07. |
Submission of Matters to a Vote of Security Holders. |
On January 19, 2017, Quinpario Acquisition Corp. 2 (the Company)
held a special meeting of stockholders (the Meeting). At the
Meeting, the Companys stockholders approved an amendment to the
Companys Amended and Restated Certificate of Incorporation (the
Charter) to extend the date by which the Company has to
consummate a business combination (the Extension) to July 24,
2017 (the Extension Amendment). The affirmative vote of holders
of 65% of the issued and outstanding shares of the Company was
required to approve the proposal. The purpose of the Extension is
to allow the Company more time to complete an initial business
combination.
A final tabulation of votes cast for and against the proposal, as
well as the number of abstentions and broker non-votes with
respect to the proposal, is set forth below:
| For | Against | Abstentions | Broker Non-Votes | |||||||||||
| 39,287,331 | 4,270,050 | 84,100 | ||||||||||||
Based on the foregoing, the proposal was approved. In addition,
the Company had net tangible assets of more than $5,000,001
following the approval of the proposal, after taking into account
payments to the holders of public shares who duly exercised their
conversion rights as described below. Accordingly, the Company
was authorized to proceed with the Extension Amendment. As a
result, promptly after completion of the Meeting, on January 19,
2017, the Company filed with the Secretary of State of the State
of Delaware an amendment to the Charter (the Charter Amendment)
setting forth the Extension Amendment, a copy of which is
attached as Exhibit 3.1 hereto and is incorporated by reference
herein.
In connection with the Extension, holders of approximately 14.9
public shares exercised their right to convert such public shares
into a pro rata portion of the Companys trust account established
in connection with the Companys initial public offering. As a
result, approximately $202 million remains in the Companys trust
account.
The foregoing summary of the Charter Amendment is qualified in
its entirety by reference to the text of the Charter Amendment.
| Item 7.01 | Regulation FD Disclosure. |
On January 19, 2017, the Company issued a press release
announcing the Extension. A copy of the press release is attached
to this report as Exhibit 99.1.
The information under this Item 7.01, including the exhibit
attached hereto, is intended to be furnished and shall not be
deemed filed for purposes of Section 18 of the Securities
Exchange Act of 1934 (the Exchange Act) or otherwise subject to
the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act
or the Exchange Act, except as expressly set forth by specific
reference in such filing.
| Item 9.01 |
Financial Statements, Pro Forma Financial Information and Exhibits. |
| (d) | Exhibits: |
| Exhibit | Description | |
| 3.1 |
Amendment to Amended and Restated Certificate of Incorporation. |
|
| 99.1 | Press release dated January 19, 2017. |
QUINPARIO ACQUISITION CORP. 2 (NASDAQ:QPAC) Recent Trading Information
QUINPARIO ACQUISITION CORP. 2 (NASDAQ:QPAC) closed its last trading session down -0.09 at 9.95 with 1,010,100 shares trading hands.
