エドガーで原本を確認する
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): July 17, 2023 (July 13, 2023)
Consilium Acquisition Corp I, Ltd.
(Exact name of registrant as specified in its charter)
| Cayman Islands | 001-41219 | 98-1602789 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 2400 E. Commercial Boulevard, Suite 900 Ft. Lauderdale, FL |
33308 | |
| (Address of principal executive offices) | (Zip Code) |
(954) 315-9381
(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) |
| ☐ | 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 Securities Exchange Act of 1934:
| Title for each class |
Trading Symbol(s) |
Name of each exchange on which registered |
||
| Units, each consisting of one Class A ordinary share, one right and one-half of one redeemable warrant | CSLMU | The Nasdaq Stock Market LLC | ||
| Class A ordinary shares, par value $0.0001 per share | CSLM | The Nasdaq Stock Market LLC | ||
| Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | CSLMW | The Nasdaq Stock Market LLC | ||
| Rights to acquire one-tenth of one Class A ordinary share | CSLMR | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company 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 ☒
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 |
Trust Amendment Agreement
On July 13, 2023 as approved by its shareholders at an extraordinary general meeting held on July 13, 2023 (the “Special Meeting”), CONSILIUM ACQUISITION CORP I, LTD (the “Company”), and its trustee, Continental Stock Transfer & Trust Company amended (the “Amendment”) the Investment Management Trust Agreement, dated as of January 12, 2022 (the “Trust Agreement”), by and between the Company and Continental Stock Transfer & Trust Company (the “Trustee”) and the Company, in order to allow the Company to extend the time to complete a business combination by fifteen (15) additional one (1) month periods until, October 18, 2024 (the “Termination Date”). At the Special Meeting, the shareholders of the Company approved a special resolution to the Articles of Association to extend the time to consummate a business combination until October 18, 2024 and the Amendment in accordance with the Company’s Amended and Restated Memorandum of Association and Articles of Association (the “Articles of Association”).
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
The shareholders of the Company approved the following proposals at the Special Meeting held on July 13, 2023: (a) as a special resolution, to change the name of the Company from Consilium Acquisition Corp I, Ltd. to CSLM Acquisition Corp. (the “Name Change Proposal”); (b) as a special resolution, to provide the Company the right to extend the date by which it has to complete a business combination for a series of fifteen (15) one (1) month periods to October 18, 2024 (the “Extension Amendment Proposal”); (c) as a special resolution, an amendment to the Trust Agreement, to extend the Termination Date by fifteen (15) additional one (1) month periods until, October 18, 2024 (the “Trust Amendment Proposal”).
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On July 13, 2023, the Company held the Special Meeting. On June 15, 2023, the record date for the Special Meeting, there were 23,718,750 ordinary shares entitled to be voted at the Special Meeting. This includes 18,975,000 Class A ordinary shares, par value $0.0001 per share (“Class A Shares”), and 4,743,750 Class B ordinary shares, par value $0.0001 per share (“Class B Shares” and together being the issued and outstanding ordinary shares of the Company, referred to as the “Shares”). At the meeting, 19,112,414 or 80.58% of such Shares were represented in person or by proxy.
The final results for each of the matters submitted to a vote of the Company’s shareholders at the Special Meeting are as follows:
1. Name Change Proposal
Shareholders approved the proposal to amend the Company’s amended and restated memorandum and articles of association adopted by special resolution dated January 5, 2022, to change the name of the Company from Consilium Acquisition Corp I, Ltd. to CSLM Acquisition Corp. Approval of the Name Change Proposal required a special resolution under Cayman Islands law, being a resolution passed by a majority of not less than two-thirds (2/3) of such holders of the issued and outstanding Ordinary Shares voted in person or by proxy at the Extraordinary General Meeting or any adjournment thereof. The Name Change Proposal received the following votes:
| FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES |
|||
| 18,817,198 | 295,208 | 0 | 0 |
2. Extension Amendment Proposal
Shareholders approved the proposal to amend the Company’s Articles of Association as a special resolution, giving the Company the right to extend the date by which it has to complete a business combination for a series of fifteen (15) one (1) month periods up to October 18, 2024. Approval of the Extension Amendment Proposal required a special resolution under Cayman Islands law, being a resolution passed by a majority of not less than two-thirds (2/3) of such holders of the issued and outstanding Ordinary Shares voted in person or by proxy at the Extraordinary General Meeting or any adjournment thereof. The Extension Amendment Proposal received the following votes:
| FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES |
|||
| 17,196,959 | 1,915,447 | 0 | 0 |
3. Trust Amendment Proposal
Shareholders approved the proposal to amend the Trust Agreement, as a special resolution, to allow the Company to extend the time to complete a business combination for a series of fifteen (15) one (1) month periods up to October 18, 2024. Approval of the Trust Agreement Amendment Proposal required a special resolution under Cayman Islands law, a majority of not less than two-thirds (2/3) of such holders of the issued and outstanding Ordinary Shares voted in person or by proxy at the Extraordinary General Meeting or any adjournment thereof. The Trust Amendment Proposal received the following votes:
| FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES |
|||
| 17,196,959 | 1,915,447 | 0 | 0 |
| Item 8.01. | Other Events. |
Immediately after the Special Meeting, the Company extended the time to complete the business combination by one (1) month and deposited the sum of $70,000 into the trust account in accordance with the terms of the Trust Agreement.
In connection with the Name Change Proposal that was adopted at the Special Meeting, the Company anticipates that the name change of the Company to CSLM Acquisition Corp. will be effected on Nasdaq at the open of trading on Tuesday, July 18, 2023.
In connection with the shareholders’ vote at the Special Meeting of shareholders held by the Company on June 29, 2023, 14,202,813 Class A Shares were tendered for redemption, leaving 4,772,187 Class A Shares.
On July 13, 2023, the Company issued an aggregate of 4,743,749 shares of its Class A Shares to Consilium Acquisition Sponsor I, LLC, the Company’s sponsor (the “Sponsor”) and the holder of the Company’s Class B Shares, upon the conversion of an equal number of Class B Shares (the “Conversion”). The 4,743,749 Class A Shares issued in connection with the Conversion are subject to the same restrictions as applied to the Class B Shares before the Conversion, including, among other things, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial business combination as described in the prospectus for our initial public offering.
Following the Conversion and the redemptions, there were 9,515,936 Class A Shares issued and outstanding and one Class B Share issued and outstanding. As a result of the Conversion, the Sponsor holds approximately 49.9% of the Company’s outstanding Class A Shares. The issuance of Class A Shares upon the Conversion has not been registered under the Securities Act of 1933, as amended, in reliance on the exemption from registration provided by Section 3(a)(9) thereof.
| Item 9.01. | Financial Statements and Exhibits |
(c) Exhibits:
| Exhibit |
Description |
|
| 3.1 | Notice of Changes to Memorandum & Articles of Association dated July 13, 2023 | |
| 10.1 | Amendment to the Investment Trust Management Agreement between the Company and the Trustee dated July 13, 2023 | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. | |
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.
| Consilium Acquisition Corp I, Ltd | ||||||
| Dated: July 17, 2023 | By: | /s/ Charles Cassel |
||||
| Name: | Charles Cassel | |||||
| Title: | Chief Executive Officer | |||||
Exhibit 3.1
Authorisation Code : 226103896263 www.verify.gov.ky 13 July 2023 WC-374301 Certificate of Incorporation on Change of Name I DO HEREBY CERTIFY that Given under my hand and Seal at George Town in the Island of Grand Cayman this 13th day of July Two Thousand Twenty-Three An Authorised Officer, Registry of Companies, having by Special resolution dated 13th day of July Two Thousand Twenty-Three changed its name, is now incorporated under name of Cayman Islands. Consilium Acquisition Corp I, Ltd. CSLM Acquisition Corp. Registrar of companies exempted cayman islands
Exhibit 10.1
EXTENSION AMENDMENT
AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT
OF
CONSILIUM ACQUISITION CORP I LTD.
THIS AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of July 13, 2023, by and between Consilium Acquisition Corp I, Ltd., a Cayman Islands company (the “Company”), and Continental Stock Transfer & Trust Company (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in that certain Investment Management Trust Agreement, dated January 12, 2022, by and between the parties hereto (the “Trust Agreement”).
WHEREAS, a total of $191,647,500 was placed in the Trust Account from the IPO and sale of private warrants in a private placement;
WHEREAS, the Trust Agreement provides that the Trustee shall commence liquidation of the Trust Account and distribute the Property in the Trust Account after receipt of, and only in accordance with, a Termination Letter; or in the event that a Termination Letter has not been received by the Trustee by the 18 month anniversary of the closing of the IPO (“Closing”) or, in the event that the Company extended the time to complete the Business Combination for up to 24-months from the effective date of the prospectus but has not completed the Business Combination within the applicable monthly anniversary of the effective date of the prospectus;
WHEREAS, the Company further obtained the approval of the holders of the affirmative vote of at least a two-thirds majority of the votes cast by the holders of the issued and outstanding Class A Ordinary Shares and Class B Ordinary Shares, voting as a single class;
WHEREAS, each of the Company and Trustee desire to amend the Trust Agreement as provided herein.
NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:
| 1. | Amendments to Trust Agreement. |
(a) Section 1(i) of the Trust Agreement is hereby amended and restated in its entirety as follows:
(i) Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B signed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer, Chief Operating Officer or Chairman of the board of directors of the Company (the “Board”) or other authorized officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses and which interest shall be net of any taxes payable, it being understood that the Trustee has no obligation to monitor or question the Company’s position that an allocation has been made for taxes payable), only as directed in the Termination Letter and the other documents referred to therein; provided, that, in the case a Termination Letter in the form of Exhibit A is received, or (y) upon the date which is 18 months or such later date as extended by the Company for up to fifteen one-month periods, for a maximum of 33 months in the aggregate pursuant to the terms set forth in the Company’s amended and restated memorandum and articles of association, as it may be amended from time to time, if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses and which interest shall be net of any taxes payable), shall be distributed to the Public Shareholders of record as of such date;
(b) Section 1(k) of the Trust Agreement is hereby amended and restated in its entirety as follows:
(k) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit D (a “Shareholder Redemption Withdrawal Instruction”), the Trustee shall distribute on behalf of the Company the amount requested by the Company to be used to redeem Ordinary Shares from Public Shareholders properly submitted in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company and one or more businesses (a “Business Combination”) or to redeem 100% of the Company’s public shares if it does not complete its initial Business Combination within 18 months (or such later date as extended by the Company for up to fifteen one-month periods, for a maximum of 33 months in the aggregate pursuant to the terms set forth in the Company’s amended and restated memorandum and articles of association, as it may be amended from time to time) from the closing of the Offering or (B) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity. The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to distribute said funds, and the Trustee shall have no responsibility to look beyond said request; and
(b) The second paragraph to Exhibit D of the Trust Agreement is hereby amended and restated in its entirety as follows:
The Company needs such funds to pay its Public Shareholders who have properly elected to have their Public Shares redeemed by the Company in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Company’s public shares if it does not complete its initial Business Combination within 18 months (or up to a maximum of 33 months as described in the Company’s amended and restated memorandum and articles) from the closing of the Offering or (B) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity. As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the redeeming Public Shareholders in accordance with your customary procedures.
| 2. | Miscellaneous Provisions. |
| 2.1. | Successors. All the covenants and provisions of this Amendment by or for the benefit of the Company or the Trustee shall bind and inure to the benefit of their permitted respective successors and assigns. |
| 2.2. | Severability. This Amendment shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Amendment or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Amendment a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable. |
| 2.3. | Applicable Law. This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York. |
| 2.4. | Counterparts. This Amendment may be executed in several original or facsimile counterparts, each of which shall constitute an original, and together shall constitute but one instrument. |
2
| 2.5. | Effect of Headings. The section headings herein are for convenience only and are not part of this Amendment and shall not affect the interpretation thereof. |
| 2.6. | Entire Agreement. The Trust Agreement, as modified by this Amendment, constitutes the entire understanding of the parties and supersedes all prior agreements, understandings, arrangements, promises and commitments, whether written or oral, express or implied, relating to the subject matter hereof, and all such prior agreements, understandings, arrangements, promises and commitments are hereby canceled and terminated. |
3
IN WITNESS WHEREOF, the parties have duly executed this Amendment as of the date first set forth above.
| Consilium Acquisition Corp I, Ltd. | ||
| By: | /s/ Charles Cassel |
|
| Name: | Charles Cassel | |
| Title: | Chief Executive Officer | |
| Continental Stock Transfer & Trust Company, as Trustee |
||
| By: | /s/ Francis Wolf |
|
| Name: | Francis Wolf | |
| Title: | Vice President | |
4