SilverBox Engaged
Merger Corp I
(Exact name of registrant
as specified in its charter)
Delaware
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001-40118
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85-4169699
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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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1250 S. Capital of Texas Highway
Building 2, Suite 285
Austin, TX
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78746
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(Address of principal executive offices)
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(Zip
Code)
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(512) 575-3637
(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:
x
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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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Securities registered pursuant to Section 12(b) of
the Securities Exchange Act of 1934:
Title of each class
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Trading
Symbol(s)
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Name of each exchange on
which registered
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Units,
each consisting of one share of Class A common stock, $0.0001 par value, and one-third of one redeemable warrant
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SBEAU
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The Nasdaq Stock Market LLC
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Shares of
Class A common stock, included as part of the units
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SBEA
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The Nasdaq Stock Market LLC
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Redeemable
warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of
$11.50 per share
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SBEAW
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The Nasdaq Stock Market LLC
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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 or Rule 12b-2 of the Securities Exchange
Act of 1934.
Emerging growth
company x
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. ¨
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Item 3.01
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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
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On February 3, 2022, SilverBox Engaged Merger Corp I (“SBEA”)
provided written notice to the Nasdaq Stock Market LLC (“Nasdaq”) of its intention to voluntarily withdraw the listing of
its units, shares of Class A common stock and warrants from Nasdaq and that, following the completion of its previously announced business
combination (the “Business Combination”) with Authentic Brands LLC (“Authentic Brands”), SBEA expects the Class
A common stock and warrants of the post-Business Combination company, BRC Inc. (“PubCo”), to be listed on the New York Stock
Exchange (the “NYSE”). The shares of Class A common stock and warrants of PubCo are expected to commence trading on the NYSE
the day after the closing of the Business Combination under the symbols “BRCC” and “BRCC WS,” respectively.
The NYSE listing and Nasdaq delisting are subject to the closing of
the Business Combination and fulfillment of all NYSE listing requirements. The closing of the Business Combination is subject to the satisfaction
of customary closing conditions.
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Item 5.07
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Submission of Matters to a Vote of Security Holders.
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On February 3, 2022, SBEA held a special meeting of its stockholders
(the “Special Meeting”) in connection with SBEA’s previously announced business combination with Authentic Brands, pursuant to that certain Business Combination Agreement, dated
as of November 2, 2021 (as amended by the First Amendment to Business Combination Agreement dated as of January 4, 2022, the “Business
Combination Agreement”), by and among SBEA, PubCo, SBEA Merger Sub LLC, Blocker Merger Sub
LLC, Authentic Brands, and Grand Opal Investment Holdings, Inc.
At the close of business on January 3, 2022, the record date for the
Special Meeting, there were an aggregate of 34,500,000 shares of Class A common stock, par value $0.0001 per share (the “Class A
Stock”) of SBEA, and 8,625,000 shares of Class B common stock, par value $0.001 per share (the “Class B Stock”), of
SBEA, outstanding, each of which were entitled to one vote with respect to each proposal. At the opening of the Special Meeting, there
were at least 25,441,363 shares of Class A Stock present in virtually or by proxy, which represented 58.99% of the shares of Class A Stock
entitled to vote, and 8,625,000 shares of the Class B Stock present in virtually or by proxy, which represented 100% of the Class B Stock
entitled to vote. Collectively, this constituted a quorum for the transaction of business. The proposals listed below are described in
more detail in the definitive proxy statement of SBEA, which was filed with the Securities and Exchange Commission (the “SEC”)
on January 13, 2022 (the “Proxy Statement”). A summary of the voting results at the Special Meeting is set forth below:
The stockholders approved each of the Business Combination Proposal,
each Organizational Document Proposal, the Stock Issuance Proposal, the Omnibus Incentive Plan Proposal, the Employee Stock Purchase Plan
Proposal and the Adjournment Proposal (each as defined in the Proxy Statement).
The voting results for each proposal were as follows:
1. The Business Combination
Proposal. To approve and adopt the Business Combination Agreement, a copy of which is attached to the Proxy Statement as Annex A.
Class
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For
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Against
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Abstain
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Class A Stock
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14,740,289
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2,099,573
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11,610
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Class B Stock
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8,625,000
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0
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0
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Total
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23,365,289
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2,099,573
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11,610
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2. Organizational Documents
Proposal A. To approve an amendment and restatement of the Amended and Restated Certificate of Incorporation of SBEA, providing for
the creation of 35,000,000 authorized shares of Class C common stock, par value $0.0001 per share (the “Class C Common Stock”),
for purposes of the issuance of such shares to certain investors under the subscription and backstop agreements and the amended and restated
forward purchase agreement.
Class
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For
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Against
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Abstain
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Class A Stock
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13,153,173
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3,651,401
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46,898
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Class B Stock
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8,625,000
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0
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0
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Total
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21,778,173
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3,651,401
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46,898
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3. Organizational Documents
Proposal B. To approve the provision in the amended and restated certificate of incorporation of PubCo (the “Proposed Charter”)
changing the authorized capital stock of 111,000,000 shares, consisting of 100,000,000 shares of Class A Common Stock, par value $0.0001
per share, 10,000,000 shares of Class B Common Stock, par value $0.0001 per share, and 1,000,000 preferred shares, par value $0.0001 per
share, to authorized capital stock of 2,802,500,000 shares, consisting of 2,500,000,000 shares of Class A Common Stock, par value $0.0001
per share, 300,000,000 shares of Class B Common Stock, par value $0.0001 per share, 1,500,000 shares of Class C Common Stock, par value
$0.0001 per shares, which shall be divided into 750,000 shares of Series C-1 Common Stock, par value $0.0001 per share and 750,000 shares
of Series C-2 Common Stock, par value $0.0001 per share, and 1,000,000 shares of undesignated preferred stock, par value $0.0001 per share.
Class
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For
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Against
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Abstain
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Class A Stock
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13,431,078
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3,362,065
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58,329
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Class B Stock
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8,625,000
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0
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0
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Total
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22,056,078
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3,362,065
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58,329
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4. Organizational Documents
Proposal C. To approve the provision in the Proposed Charter pursuant to which: (a) the affirmative vote of the holders of at least
66 2∕3% of the total voting power of all then outstanding shares entitled to vote generally in the election of directors, voting
together as a single class is required to amend provisions relating to, among other matters: (i) stockholder meetings, (ii) the board
of directors, (iii) indemnification and limitation of liability of officers and directors, (iv) election not to be governed by Section
203 of the Delaware General Corporation Law and business combinations generally, (v) forum selection, and (vi) amendment of the Proposed
Charter; and (b) the affirmative vote of at least 80% of the total voting power of all then outstanding shares of common stock of PubCo
entitled to vote generally in the election of directors, voting together as a single class, is required to amend provisions with respect
competition and corporate opportunities.
Class
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For
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Against
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Abstain
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Class A Stock
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14,354,585
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2,444,340
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52,547
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Class B Stock
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8,625,000
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0
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0
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Total
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22,979,585
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2,444,340
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52,547
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5. Organizational Documents
Proposal D. To approve all other changes in connection with the replacement of the existing organizational documents of SBEA with
the proposed organizational documents of PubCo, including, among other things, changing from a blank check company seeking a business
combination within a certain period (as provided in the existing SBEA certificate of incorporation), to a public benefit corporation having
perpetual existence (as provided in the Proposed Charter).
Class
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For
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Against
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Abstain
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Class A Stock
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14,706,625
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2,114,306
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30,541
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Class B Stock
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8,625,000
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0
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0
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Total
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23,331,625
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2,114,306
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30,541
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6. Organizational Documents
Proposal E. To provide for a classified board of directors and direct that board vacancies be filled by the majority of directors
then in office, unless specified otherwise in the Investor Rights Agreement to be entered into between PubCo and the investors party thereto
or the proposed bylaws of PubCo.
Class
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For
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Against
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Abstain
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Class A Stock
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14,308,496
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2,508,651
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34,325
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Class B Stock
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8,625,000
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0
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0
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Total
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22,933,496
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2,508,651
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34,325
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7. Stock Issuance Proposal.
To consider and vote upon a proposal to approve and adopt for purposes of complying with the applicable provisions of The Nasdaq Stock
Market Listing Rule 5635, the issuance of shares of Class C Common Stock of SBEA to the investors pursuant to the subscription and backstop
agreements and the amended and restated forward purchase agreement.
Class
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For
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Against
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Abstain
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Class A Stock
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14,672,596
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2,143,789
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35,087
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Class B Stock
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8,625,000
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0
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0
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Total
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23,297,596
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2,143,789
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35,087
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8. Omnibus Incentive Plan
Proposal. To consider and vote upon a proposal to approve the adoption of the Omnibus Incentive Plan, a copy of which is attached
to the Proxy Statement as Annex G.
Class
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For
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Against
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Abstain
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Class A Stock
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14,370,764
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2,398,376
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82,332
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Class B Stock
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8,625,000
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0
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0
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Total
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22,995,764
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2,398,376
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82,332
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9. Employee Stock Purchase
Plan Proposal. To consider and vote upon a proposal to approve the adoption of the Employee Stock Purchase Plan, a copy of which is
attached to the Proxy Statement as Annex H.
Class
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For
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Against
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Abstain
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Class A Stock
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14,663,860
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2,151,508
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36,104
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Class B Stock
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8,625,000
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0
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0
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Total
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23,288,860
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2,151,508
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36,104
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10. Adjournment Proposal.
To consider and vote upon a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation
and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve one
or more proposals presented to stockholders for vote at the Special Meeting.
Class
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For
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Against
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Abstain
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Class A Stock
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14,188,713
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2,620,557
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42,202
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Class B Stock
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8,625,000
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0
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0
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Total
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22,813,713
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2,620,557
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42,202
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Based on the results of the Special Meeting, and subject to the satisfaction
or waiver of certain other closing conditions as described in the Proxy Statement, the transactions (the “Transactions”) contemplated
by the Business Combination Agreement are expected to be consummated on February 9, 2022. Following the consummation of the Transactions,
the common stock and warrants of PubCo are expected to begin trading on the New York Stock Exchange under the symbols “BRCC”
and “BRCC WS,” respectively, on February 10, 2022.
On February 3, 2022, SBEA issued a press release with respect to the
Business Combination relating to, among other things, the receipt of stockholder approval at the Special Meeting and the extension of
the deadline for withdrawal of redemption requests. A copy of the press release is included as Exhibit 99.1 to this Current Report on
Form 8-K.
SBEA also announced that the deadline for stockholders to withdraw
their redemption requests has been extended to 5:00 p.m. (Eastern time) on February 8, 2022. Any stockholder wishing to withdraw a redemption
request may request a withdrawal by contacting SBEA’s transfer agent.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
Exhibit
Forward-Looking Statements
Certain statements in this Current Report on Form
8-K are forward-looking statements. Forward-looking statements generally relate to future events including future financial or operating
performance of Authentic Brands LLC (the “Company”) or SilverBox Engaged Merger Corp I (“SBEA”). Forward-looking
statements generally relate to future events or SBEA’s or the Company’s future financial or operating performance. For example,
projections of future revenue and other metrics are forward-looking statements. In some cases, you can identify forward-looking statements
by terminology such as “may”, “should”, “expect”, “intend”, “will”, “estimate”,
“anticipate”, “believe”, “predict”, “potential” or “continue”, or the negatives
of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and
other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements.
These forward-looking statements are based
upon estimates and assumptions that, while considered reasonable by SBEA and its management, and the Company and its management, as
the case may be, are inherently uncertain and are inherently subject to risks, variability and contingencies, many of which are
beyond the Company’s control. Factors that may cause actual results to differ materially from current expectations include,
but are not limited to: (1) SBEA’s ability to complete the business combination; (2) the outcome of any legal proceedings that
may be instituted against SBEA, the combined company or others following the announcement of the business combination and any
definitive agreements with respect thereto; (3) the inability to complete the business combination due to the failure to obtain
approval of the stockholders of SBEA, to obtain financing to complete the business combination or to satisfy other conditions to
closing; (4) changes to the proposed structure of the business combination that may be required or appropriate as a result of
applicable laws or regulations or as a condition to obtaining regulatory approval of the business combination; (5) the ability to
meet stock exchange listing standards following the consummation of the business combination; (6) the risk that the business
combination disrupts current plans and operations of the Company as a result of the announcement and consummation of the business
combination; (7) the ability to recognize the anticipated benefits of the business combination, which may be affected by, among
other things, competition, the ability of the combined company to grow and manage growth profitably, maintain key relationships and
retain its management and key employees; (8) costs related to the business combination; (9) changes in applicable laws or
regulations; (10) the possibility that the Company or the combined company may be adversely affected by other economic, business,
and/or competitive factors; (11) the Company’s estimates of expenses and profitability; (12) the failure to realize
anticipated pro forma results or projections and underlying assumptions, including with respect to estimated stockholder
redemptions, purchase price and other adjustments; and (13) other risks and uncertainties set forth in the section entitled
“Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in SBEA’s final prospectus
relating to its initial public offering dated February 25, 2021, in the registration statement on Form S-4 (the “Form
S-4”) relating to the business combination filed with the Securities and Exchange Commission (the “SEC”), and in
subsequent filings with the SEC, including the final prospectus/proxy statement relating to the business combination. There may be
additional risks that neither SBEA nor the Company presently know or that SBEA and the Company currently believe are immaterial that
could also cause actual results to differ from those contained in the forward-looking statements.
Nothing in this Current Report on Form 8-K should
be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the
contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements,
which speak only as of the date they are made. Unless required by law, neither SBEA nor the Company undertakes any duty to update these
forward-looking statements or to inform the recipient of any matters of which any of them becomes aware of which may affect any matter
referred to in this Current Report on Form 8-K.
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: February 4, 2022
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SILVERBOX ENGAGED MERGER CORP I
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By:
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/s/ Daniel E. Esters
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Name:
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Daniel E. Esters
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Title:
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Chief Financial Officer
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SilverBox Engaged Merger... (NASDAQ:SBEAU)
과거 데이터 주식 차트
부터 9월(9) 2024 으로 10월(10) 2024
SilverBox Engaged Merger... (NASDAQ:SBEAU)
과거 데이터 주식 차트
부터 10월(10) 2023 으로 10월(10) 2024