Current Report Filing (8-k)
December 14 2022 - 9:11AM
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2022-12-09
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2022-12-09
2022-12-09
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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): December 14, 2022 (December 9, 2022)
KINS TECHNOLOGY GROUP INC.
(Exact name of Registrant as Specified in Its
Charter)
Delaware |
001-39642 |
85-2104918 |
(State or Other Jurisdiction of
Incorporation or Organization) |
(Commission
File
Number) |
(I.R.S.
Employer
Identification No.) |
Four Palo Alto Square, Suite 200
3000 El Camino Real
Palo Alto, California 94306
(Address of principal executive
offices)
(Zip Code)
Registrant’s telephone number, including area code: (650) 575-4456
Not applicable
(Former name, former address and former fiscal year, 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 (see General Instruction A.2.
below):
|
x |
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 |
Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant |
|
KINZU |
|
The Nasdaq Stock Market LLC |
Class A common stock, par value $0.0001 per share |
|
KINZ |
|
The Nasdaq Stock Market LLC |
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 |
|
KINZW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in 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 x
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 1.01 Entry into a Material Definitive Agreement.
On December 14, 2022, in connection with its special
meeting of stockholders held on December 9, 2022 (the “Special Meeting”), KINS Technology Group Inc. (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”) entered into Amendment No. 2 to the Investment Management
Trust Agreement (the “Trust Amendment”), which amends the Investment Management Trust Agreement entered into by the Company
and the Trustee on December 14, 2020, as amended by Amendment No. 1 to Investment Management Trust Agreement dated June 10, 2022 (the
“Trust Agreement”), to extend the date on which the Trustee must liquidate the trust account established in connection with
the Company’s initial public offering that was consummated on December 17, 2020 (the “IPO”) if the Company has not completed
its initial business combination from December 16, 2022 to June 15, 2023. The foregoing description of the Trust Amendment does not purport
to be complete and is qualified in its entirety by the terms and conditions of the Trust Amendment, a copy of which is attached hereto
as Exhibit 10.1 and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
Special Meeting of Stockholders
On December 9, 2022, the Company held the Special Meeting, at which
holders of 6,411,331 shares of common stock were present virtually or by proxy, representing 81.80% of the voting power of the 7,838,000
shares of the Company’s issued and outstanding shares of common stock entitled to vote at the Special Meeting at the close of business
on November 23, 2022, which was the record date (the “Record Date”) for the Special Meeting (stockholders of record as of
the close of business on the Record Date are referred to herein as “Stockholders”). A summary of the voting results at the
Special Meeting for each of the proposals is set forth below.
Proposal 1
The Stockholders approved the proposal to amend the Company’s
amended and restated certificate of incorporation to (A) extend the date by which the Company must (1) consummate a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or similar business combination, (2) cease its operations except for the purpose
of winding up if it fails to complete such initial business combination, and (3) redeem all of the shares of Class A common stock, par
value $0.0001 per share, of the Company (“Class A Common Stock”), included as part of the units sold in the IPO, from December
16, 2022 to June 15, 2023, and (B) allow the Company to redeem shares of Class A Common Stock in connection with the amendment to the
Charter to the extent that such redemption would result in the Company having net tangible assets of less than $5,000,001 (the “Charter
Extension”). The voting results for such proposal were as follows:
For | |
Against | |
Abstain | |
Broker Non-Votes |
6,386,251 | |
25,080 | |
0 | |
N/A |
On December 14, 2022, to effectuate
the Charter Extension, the Company entered into and filed with the Secretary of State of the State of Delaware the Certificate of Amendment
to the Amended and Restated Certificate of Incorporation of the Company, a copy of which is attached hereto as Exhibit 3.1 and incorporated
herein by reference.
Proposal 2
The Stockholders approved the proposal to amend the Trust Agreement
to extend the date on which the Trustee must liquidate the trust account established in connection with the IPO if the Company has not
completed its initial business combination from December 16, 2022 to June 15, 2023 (the “Trust Extension”). The voting results
for such proposal were as follows:
For | |
Against | |
Abstain | |
Broker Non-Votes |
6,386,251 | |
25,080 | |
0 | |
N/A |
The information included in Item 1.01 is incorporated by reference
in this item to the extent required herein.
Proposal 3
The Stockholders approved the proposal to adjourn the Special Meeting
to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies if, based upon the tabulated
vote at the time of the Special Meeting, there are not sufficient votes to approve the Charter Extension and/or the Trust Extension. The
voting results for such proposal were as follows:
For | |
Against | |
Abstain | |
Broker Non-Votes |
6,357,648 | |
53,683 | |
0 | |
N/A |
Item 8.01. Other Events.
On December 14, 2022, the Company issued a press release (the “Press
Release”) announcing the results of the Special Meeting. The Press Release is attached to this Current Report as Exhibit 99.1 and
incorporated by reference herein.
Item 9.01. Financial Statements
and Exhibits.
(d) Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, KINS Technology Group Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
KINS Technology Group Inc. |
|
|
|
By: |
/s/ Khurram Sheikh |
|
|
Khurram Sheikh |
|
|
Chairman, Chief Executive Officer and Chief Financial Officer |
Date: December 14, 2022
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