Current Report Filing (8-k)
November 13 2018 - 5:30PM
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 Report (Date of earliest event reported): November 13, 2018 (November 9, 2018)
I-AM
CAPITAL ACQUISITION COMPANY
(Exact
name of registrant as specified in its charter)
Delaware
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001-38188
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82-1231127
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(State
or other jurisdiction of
incorporation or organization)
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(Commission
File Number)
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(I.R.S.
Employer
Identification Number)
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1345
Avenue of the Americas, 11th Floor
New
York, New York
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10105
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
(212) 878-3684
N/A
(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 to the registrant
under any of the following provisions:
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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
5.07 Submission of Matters to a Vote of Security Holders.
On
November 9, 2018, I-AM Capital Acquisition Company (the “Company”), held a special meeting in lieu of an annual meeting
of stockholders (the “Special Meeting”) at which the Company’s stockholders considered and voted on proposals:
(i) to approve the subscription agreement, dated May 3, 2018, by and between the Company and Smaaash Entertainment Private Limited,
a company incorporated in the Republic of India (“Smaaash”) and the other parties thereto, as amended (the “Subscription
Agreement”), the master license and distribution agreement, by and between I-AM Capital and Smaaash, the master franchise
agreement, by and between I-AM Capital and Smaaash, the Shareholders’ Agreement by and among the Company, Smaaash and the
other significant shareholders of Smaaash party thereto, and the transactions contemplated by such agreements) (the “Business
Combination Proposal”); (ii) to approve an amendment and restatement of the Company’s second amended and restated
certificate of incorporation, to (x) change the Company’s name from “I-AM Capital Acquisition Company” to “Smaaash
Entertainment Inc.” and (y) change certain provisions related to the Company’s transition from a blank check company
to an operating company (the “Certificate Amendment Proposal”); (iii) to approve the re-election of the four (4) current
directors named in the Company’s proxy statement and the election of a new director nominee (the “Director Election
Proposal”); (iv) to approve the adoption of the I-AM Capital 2018 Equity Incentive Plan (the “Incentive Plan Proposal”);
(v) to approve the ratification of the appointment of Prager Metis CPAs, LLC as the Company’s independent registered public
accounting firm for the fiscal year ending May 31, 2019 (the “Auditor Ratification Proposal”); and (vi) to approve
adjournment of the Special Meeting to a later date or dates, if necessary or desirable, to permit further solicitation and vote
of proxies, in the event that there are not sufficient votes to approve one or more proposals presented at the Special Meeting
or that one or more closing conditions under the Subscription Agreement will not be satisfied (the “Adjournment Proposal”).
Stockholders of record of the Company’s common stock at the close of business on September 10, 2018 were entitled to notice
of the Special Meeting and to vote at the Special Meeting. Each share of common stock of the Company is entitled to one vote.
On November 9, 2018, there were 6,813,500 shares of common stock issued and outstanding. There were present, either in person
or by proxy, holders of at least 5,143,214 shares of common stock of the Company entitled to vote at the Special Meeting.
Proposal
No. 1- The Business Combination Proposal
The
voting results on the approval of the Business Combination Proposal were as follows:
Votes
For
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Votes
Against
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Abstentions
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4,916,714
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226,500
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0
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Proposal
No. 2 – The Certificate Amendment Proposal
The
voting results on the approval of the Certificate Amendment Proposal were as follows:
Votes
For
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Votes
Against
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Abstentions
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4,9167,14
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226,500
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0
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Proposal
No. 3 – The Director Election Proposal
The
voting results on the re-election of the four (4) current directors named below and the election of a new director nominee in
the classes set forth below were as follows:
01) Donald R. Caldwell (Class
I)
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FOR
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4,573,597
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WITHHOLD
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569,617
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02) Roman Franklin (Class I)
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FOR
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4,573,597
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WITHHOLD
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569,617
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03) Frank Leavy (Class I)
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FOR
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4,573,597
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WITHHOLD
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569,617
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04) Edward Leonard Jaroski (Class I)
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FOR
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4,573,597
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WITHHOLD
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569,617
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05) Shripal Morakhia (Class II)
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FOR
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4,573,597
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WITHHOLD
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569,617
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Proposal
No. 4 - The Incentive Plan Proposal
The
voting results on the approval of the adoption of the I-AM Capital 2018 Equity Incentive Plan were as follows:
Votes
For
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Votes
Against
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Abstentions
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4,572,097
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150,000
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421,117
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Proposal
No. 5 - The Auditor Ratification Proposal
The
voting results on the approval of the ratification of the appointment of Prager Metis CPAs, LLC as the Company’s independent registered
public accounting firm for the fiscal year ending May 31, 2019, were as follows:
Votes
For
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Votes
Against
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Abstentions
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4,573,597
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150,000
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419,617
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|
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Proposal
No. 6 - The Adjournment Proposal
The
Adjournment Proposal was withdrawn, as it was not necessary due to the approval by the Company’s stockholders of the Business
Combination Proposal.
Item
7.01.
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Regulation
FD Disclosure.
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On
November 13, 2018, the Company issued a press release announcing the results of the Special Meeting, a copy of which is furnished
as Exhibit 99.1 to this Current Report on Form 8-K.
In
accordance with General Instruction B.2 of Form 8-K, the information in this Item shall not be deemed “filed” for the
purpose of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in
any filing.
Item
9.01.
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Financial
Statements and Exhibits.
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(d) Exhibits.
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:
November 13, 2018
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I-AM
CAPITAL ACQUISITION COMPANY
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By:
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/s/
F. Jacob Cherian
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Name:
F. Jacob Cherian
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Title: Chief
Executive Officer
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