Form DEFA14A - Additional definitive proxy soliciting materials and Rule 14(a)(12) material
January 26 2024 - 6:09AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934
Date
of earliest event reported: January 25, 2024
Jaws Mustang Acquisition Corporation
(Exact name of registrant
as specified in its charter)
Cayman Islands |
|
001-39975 |
|
98-1564586 |
(State or other jurisdiction of
incorporation or organization) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification Number) |
1601 Washington Avenue, Suite 800
Miami Beach, FL |
|
33139 |
(Address of principal executive offices) |
|
(Zip Code) |
(305) 695-5500
Registrant’s telephone
number, including area code
Not Applicable
(Former name or former address,
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:
¨ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| |
x | 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 Class A ordinary share, $0.0001 par value, and one-fourth of one redeemable warrant |
|
JWSM.U |
|
The New York Stock Exchange American |
Class A ordinary shares included as part of the units |
|
JWSM |
|
The New York Stock Exchange American |
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 |
|
JWSM WS |
|
The New York Stock Exchange American |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act
of 1934.
Emerging growth company ¨
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 5.07 Submission of Matters to a Vote
of Security Holders
On January 25, 2024,
Jaws Mustang Acquisition Corporation (“JWSM”) convened and then adjourned, without conducting any other business, its extraordinary
general meeting of its shareholders (the “Shareholder Meeting”) relating to, among other things, its previously announced
proposed extension of its deadline to complete an initial business combination. The only proposal submitted for a vote of the shareholders
at the Shareholder Meeting was the approval of the adjournment of such meeting to a later date (the “Adjournment Proposal”).
The Adjournment Proposal is described in greater detail in JWSM’s definitive proxy statement (“Definitive Proxy”), which
was filed with the U.S. Securities and Exchange Commission (the “SEC”) on January 11, 2024.
Holders of 27,078,190
ordinary shares of JWSM held of record as of December 19, 2023, the record date for the Meeting, were present in person or by proxy at
the Shareholder Meeting, representing approximately 96.78% of the voting power of the JWSM’s ordinary shares as of the record date
for the Shareholder Meeting, and constituting a quorum for the transaction of business.
The shareholders approved
the Adjournment Proposal. The Shareholder Meeting has been adjourned until February 2, 2024 at 10:30 a.m., Eastern Time.
The voting results for the Adjournment Proposal
were as follows:
For |
|
Against |
|
Abstain |
26,932,972 |
|
143,718 |
|
1,500 |
Item 8.01. Other Events
As previously reported on January 24, 2024,
the deadline to withdraw previously submitted redemption requests in connection with the Shareholder Meeting was Thursday, January 25,
2024, prior to 11:00 a.m., Eastern Time. However, due to the adjournment of the Shareholder Meeting, the deadline to withdraw previously
submitted redemption requests in connection with the Shareholder Meeting is being extended to Friday, February 2, 2024, prior to 10:30
a.m., Eastern Time, subject to approval by JWSM’s board of directors.
[signature page follows]
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated: January 26, 2024
|
JAWS MUSTANG ACQUISITION CORPORATION |
|
|
|
By: |
/s/ Andrew Klaber |
|
Name: |
Andrew Klaber |
|
Title: |
Chief Executive Officer |
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