Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On April 19, 2023, Crescera Capital Acquisition
Corp. (the “Company”) filed with the U.S. Securities and Exchange Commission (“SEC”) on April 19, 2023 and mailed
to shareholders on April 19, 2023 (the “Proxy Statement”) for the solicitation of proxies in connection with a special meeting
of the Company’s stockholders to be held on May 16, 2023 (the “Shareholder Meeting”), as supplemented on April 20, 2023.
On May 16, 2023, Crescera Capital Acquisition
Corp. (the “Company”) held an extraordinary general meeting of the Company’s shareholders (the “Extraordinary
General Meeting”). At the Extraordinary General Meeting, the Company’s shareholders approved amendments (the “Articles
Amendment”) to the Company’s Amended and Restated Memorandum and Articles of Association (the “Articles”) to:
(i) extend the date (the “Termination Date”) by which the Company has to consummate an initial business combination from May
23, 2023 (the date which is 18 months from the closing date of the Company’s initial public offering of shares of Class A
shares) (the “IPO”) (the “Original Termination Date”) to November 23, 2023 (the date which is 24 months from
the closing date of the Company’s IPO) (the “Articles Extension Date”), or such earlier date as determined by the Company’s
board of directors (“Board”), and to allow the Board, without another shareholder vote, to extend the period of time to consummate
the initial business combination for an additional 6 months after the Articles Extension Date on the same terms as the Original Extension
Right (as defined in the Proxy Statement) as contemplated by the IPO prospectus and in accordance with the Articles, if requested by CC
Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), and upon five days’ advance notice prior to
the applicable Termination Date, until May 23, 2024 (the date which is 30 months from the closing date of the Company’s IPO)
(the “Additional Articles Extension Date”), or a total of twelve months after the Original Termination Date, as provided by
the first resolution in the form set forth in Annex A to the Proxy Statement (the “Extension Amendment Proposal”); (ii) eliminate
from the Articles the limitation that the Company should not redeem Class A Ordinary Shares included as part of the units sold in the
IPO (including any shares issued in exchange thereof, the “Public Shares”) to the extent that such redemption would cause
the Company’s net tangible assets to be less than $5,000,001 (the “Redemption Limitation”, the “Redemption Limitation
Amendment” and such proposal, the “Redemption Limitation Amendment Proposal”). The Redemption Limitation Amendment would
allow the Company to redeem Public Shares irrespective of whether such redemption would exceed the Redemption Limitation; (iii) provide
that the Class B Ordinary Shares may be converted either at the time of the consummation of the Company’s initial Business Combination
or at any earlier date at the option of the holders of the Class B Ordinary Shares (the “Founder Conversion Amendment” and
such proposal, the “Founder Conversion Amendment Proposal”); and, if necessary; (iv) (a) to permit further solicitation and
vote of proxies if, based upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient Class A Ordinary Shares,
par value $0.0001 per share and Class B Ordinary Shares, par value $0.0001 per share in the capital of the Company represented (either
in person or by proxy) to approve the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal, or the Founder Conversion
Amendment Proposal, (b) if the holders of Public Shares (as defined below) have elected to redeem an amount of shares in connection with
the Extension Amendment such that the Company would not adhere to the continued listing requirements of the Nasdaq Stock Market LLC (“Nasdaq”),
or (c) if the Company determines before the Shareholder Meeting that it is not necessary or no longer desirable to proceed with the other
proposals (the “Adjournment Proposal”), including in the event that the Company has elected to exercise the Original Extension
Right.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Extraordinary General Meeting held on May
16, 2023, the Company’s shareholders approved the Articles Amendment to amend, by way of special resolution, the Articles to extend
the date from May 23, 2023 (the date which is 18 months from the closing date of the Company’s initial public offering
of shares of Class A shares to November 23, 2023 (the date which is 24 months from the closing date of the Company’s
IPO), or such earlier date as determined by the Board, and to allow the Board, without another shareholder vote, to extend the period
of time to consummate the initial business combination for an additional 6 months after the Articles Extension Date on the same terms
as the original extension right as contemplated by our IPO prospectus and in accordance with the Articles, if requested by the Sponsor,
and upon five days’ advance notice prior to the applicable Termination Date, until May 23, 2024 (the date which is 30 months
from the closing date of the Company’s IPO), or a total of twelve months after the Original Termination Date, as provided by
the first resolution in the form set forth in Annex A to the Proxy Statement (the “Extension Amendment Proposal”).
At the Extraordinary General Meeting, the Company’s
shareholders approved the Redemption Limitation Amendment Proposal. The Redemption Limitation Amendment Proposal asked shareholders to
amend, by way of special resolution, the Articles, as provided by the second resolution in the form set forth in Annex A to the Proxy
Statement (the “Redemption Limitation Amendment” and such proposal, the “Redemption Limitation Amendment Proposal”)
to eliminate from the Articles the limitation that the Company should not redeem Class A Ordinary Shares included as part of the units
sold in the IPO (including any shares issued in exchange thereof, the “Public Shares”) to the extent that such redemption
would cause the Company’s net tangible assets to be less than $5,000,001. The Redemption Limitation Amendment allowed the Company
to redeem Public Shares irrespective of whether such redemption would have exceeded the Redemption Limitation.
At the Extraordinary General Meeting, the Company’s
shareholders approved the Founder Conversion Amendment Proposal. The Founder Conversion Amendment Proposal asked shareholders to amend,
by way of special resolution, the Company’s Articles, as provided by the third resolution in the form set forth in Annex A to the
Proxy Statement (the “Founder Conversion Amendment” and such proposal, the “Founder Conversion Amendment Proposal”)
to provide that the Class B Ordinary Shares might be converted either at the time of the consummation of the Company’s initial Business
Combination or at any earlier date at the option of the holders of the Class B Ordinary Shares.
At the Extraordinary General Meeting, the Company’s
shareholders approved the Adjournment Proposal. The Adjournment Proposal asked shareholders to adjourn, by way of ordinary resolution,
the Shareholder Meeting to a later date or dates, if necessary, (i) to permit further solicitation and vote of proxies if, based upon
the tabulated vote at the time of the Shareholder Meeting, there were insufficient Class A Ordinary Shares, par value $0.0001 per share
and Class B Ordinary Shares, par value $0.0001 per share in the capital of the Company represented (either in person or by proxy) to approve
the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal, or the Founder Conversion Amendment Proposal, (ii) if
the holders of Public Shares (as defined below) had elected to redeem an amount of shares in connection with the Extension Amendment such
that the Company would not have adhered to the continued listing requirements of the Nasdaq Stock Market LLC (“Nasdaq”), or
(iii) if the Company had determined before the Shareholder Meeting that it would not be necessary or no longer desirable to proceed with
the other proposals (the “Adjournment Proposal”), including in the event that the Company has had elected to exercise the
Original Extension Right.
On May 16, 2023, a total of 23,287,157 ordinary
shares, representing approximately 86.8% of the Company’s issued and outstanding ordinary shares held of record at the close of
business on April 19, 2023, the record date for the Extraordinary General Meeting, were present in person (including virtually) or represented
by proxy, constituting a quorum. The Company’s shareholders voted on the following proposals (the “Proposals”) at the
Extraordinary General Meeting, which are described in greater detail in the Company’s Proxy Statement.
The voting results for the proposals voted on
at the Extraordinary General Meeting are set forth below.
1. The Extension Amendment Proposal —
To amend, by way of special resolution, the Company’s Articles to extend the Termination Date by which the Company has to consummate
a Business Combination from the Original Termination Date to the Articles Extension Date and to allow the Board of the Company, without
another shareholder vote, to extend the Termination Date to consummate a Business Combination for an additional 6 months after the Articles
Extension Date, by resolution of the Board, if requested by the Sponsor, and upon five days’ advance notice prior to the applicable
Termination Date, until May 23, 2024, or a total of twelve months after the Original Termination Date, as provided by the first resolution
in the form set forth in Annex A to the Proxy Statement.
For |
|
Against |
|
Abstain |
|
Broken non-vote |
20,874,131 |
|
2,413,026 |
|
0 |
|
0 |
2. The Redemption Limitation Amendment Proposal —
To amend, by way of special resolution, the Company’s Articles, as provided by the second resolution in the form set forth in Annex
A to the Proxy Statement to eliminate from the Articles the limitation that the Company shall not redeem Public Shares to the extent that
such redemption would cause the Company’s net tangible assets to be less than the Redemption Limitation. The Redemption Limitation
Amendment would allow the Company to redeem Public Shares irrespective of whether such redemption would exceed the Redemption Limitation.
For |
|
Against |
|
Abstain |
|
Broken non-vote |
20,874,131 |
|
2,413,026 |
|
0 |
|
0 |
3. The Founder Conversion Amendment Proposal —
To amend, by way of special resolution, the Company’s Articles, as provided by the third resolution in the form set forth in Annex
A to this proxy statement to provide that the Class B Ordinary Shares may be converted either at the time of the consummation of the Company’s
initial Business Combination or at any earlier date at the option of the holders of the Class B Ordinary Shares.
For |
|
Against |
|
Abstain |
|
Broken non-vote |
20,874,131 |
|
2,413,026 |
|
0 |
|
0 |
4. The Adjournment Proposal —
As there were sufficient votes to approve the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal, the Adjournment
Proposal described in the Proxy Statement was not presented to shareholders.
Under Cayman Islands law, the Articles Amendment
took effect upon approval of the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal. Accordingly, the Company
now has up to May 23, 2024 to consummate its initial business combination. The foregoing description is qualified in its entirety by reference
to the Articles Amendment, a copy of which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.