Item
5.07 Submission of Matters to a Vote of Security Holders.
Special Meeting
On March 16, 2023, Tech and Energy Transition Corporation, a Delaware Corporation (the “Corporation”)
held a special meeting (the “Special Meeting”), at which holders of 38,069,946 shares of the Corporation’s common stock
(“Common Stock”), comprised of 28,495,396 shares of Class A common stock, par value $0.0001 per share (“Class A Common
Stock”), and 9,575,000 shares of Class B common stock, par value $0.0001 per share (“Class B Common Stock”), were present
in person or by proxy, representing approximately 79.11% of the voting power of the 48,125,000 issued and outstanding shares of common
stock of the Company, comprised of 38,500,000 shares of Class A Common Stock and 9,625,000 shares of Class B Common Stock, entitled to
vote at the Special Meeting at the close of business on February 9, 2023, 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.”
Proposal 1
The Stockholders did not approve the proposal to
amend the Corporation’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to extend
the date by which the Corporation must either (i) consummate a merger, capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination, involving the Corporation and one or more businesses (an “initial Business Combination”),
or (ii) cease all operations except for the purpose of winding up if it fails to complete such initial Business Combination, and redeem
all of the shares of Class A Common Stock, from March 19, 2023, to September 19, 2023, or such earlier date as determined by the Board
of Directors of the Corporation (such proposal, the “Extension Proposal”). The voting results for such proposal were as follows:
|
|
For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
|
|
17,613,245 |
|
20,433,645 |
|
23,056 |
|
N/A |
Percentage of Common Stock entitled to vote thereon as of the Record
Date |
|
36.60% |
|
42.46% |
|
0.05% |
|
N/A |
Proposal 2
The Stockholders did not approve the proposal to
amend the Certificate of Incorporation to eliminate from the Certificate of Incorporation the limitation that the Corporation may not
redeem shares of Class A Common Stock to the extent that such redemption would result in the Corporation having net tangible assets (as
determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended) of less than $5,000,001 (the “Redemption
Limitation”) in order to allow the Corporation to redeem shares of Class A Common Stock irrespective of whether such redemption
would exceed the Redemption Limitation (such proposal, the “Redemption Limitation Amendment Proposal”). The voting results
for such proposal were as follows:
|
|
For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
|
|
20,225,245 |
|
17,821,645 |
|
23,056 |
|
N/A |
Percentage of Common Stock entitled to vote thereon as of the Record
Date |
|
42.03% |
|
37.03% |
|
0.05% |
|
N/A |
Proposal 3
The Stockholders did not approve the proposal to
proposal to amend the Certificate of Incorporation to set the date by which, upon the approval of the Extension Proposal, the Corporation
must redeem shares of Class A Common Stock held by public stockholders who elect to redeem such shares prior to 5:00 p.m., Eastern Time,
on April 3, 2023, for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account established
in connection with the Corporation’s initial public offering, including interest (net of any tax obligation owed by the Company
as a result of assets of the Company or interest or other income earned on the trust account), divided by the number of then-issued and
outstanding shares of Class A Common Stock, as April 5, 2023 (such proposal, the “Additional Redemption Rights Amendment Proposal”).
The voting results for such proposal were as follows:
|
|
For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
|
|
8,038,245 |
|
20,433,645 |
|
23,056 |
|
N/A |
Percentage of Class A Common Stock entitled to vote thereon as of the
Record Date |
|
20.88% |
|
53.07% |
|
0.06% |
|
N/A |
Proposal 4
The proposal
to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the
event that there were insufficient votes for, or otherwise in connection with, the Extension Proposal, the Redemption Limitation
Amendment Proposal or the Additional Redemption Rights Amendment Proposal, was approved by the requisite
majority of votes cast by shareholders at the Special Meeting, as indicated below:
|
|
For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
|
|
22,237,816 |
|
15,773,074 |
|
23,056 |
|
N/A |
Percentage of Common Stock present in person or represented by proxy
at the Special Meeting and entitled to vote thereon as of the Record Date |
|
58.54% |
|
41.46% |
|
N/A |
|
N/A |
Although Proposal 4 was
approved, the adjournment of the Special Meeting was not necessary because of the matters described in Item 8.01 below.