UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
of The Securities Exchange Act of 1934
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
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
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indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The disclosure contained in Item 5.07 of this Current Report on Form 8-K is incorporated by reference in this Item 5.03.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 6, 2025, the Company held an extraordinary general meeting of shareholders (the “Meeting”). At the Meeting, the following proposals were considered and acted upon by the shareholders of the Company:
(a) a proposal, by way of special resolution, the Company’s amended and restated memorandum and articles of association, as adopted by special resolution, dated November 8, 2021 and supplemented by the subsequent amendments dated May 8, 2023, May 2, 2024 and November 6, 2024, respectively, be deleted in its entirety and in substitution in their place of the Company’s Second Amended and Restated Memorandum and Articles of Association (the “Articles”) which reflects the extension of the period within which the Company must consummate a business combination for six months until November 8, 2025 (i.e. within 48 months from the consummation of the Company’s initial public offering), or such earlier date as determined by the Company’s board of directors (the “Board”), with immediate effect (such proposal, the “Articles Extension Proposal”); and
(b) a proposal to approve the adjournment of the Meeting to a later date or dates, if necessary or desirable, at the determination of the Board (the “Adjournment Proposal”).
The number of votes cast for or against, as well as the number of abstentions as to each proposal, are set forth below.
1. Articles Extension Proposal
For | Against | Abstain | ||
3,571,244 | 524 | 0 |
Accordingly, the Articles Extension Proposal was approved. As there were sufficient votes at the time of the Meeting to approve the Articles Extension Proposal, the Adjournment Proposal, which had been previously voted on by proxy, was not presented to shareholders at the Meeting.
Shareholders holding 742,834 shares of the Company’s Class A ordinary shares exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s trust account (the “Trust Account”). As a result, approximately $9.0 million (approximately $12.18 per share) will be removed from the Trust Account to pay such holders.
The Company filed the Articles with the Cayman Islands Registrar of Companies on May 8, 2025. A copy of the Articles is attached hereto as Exhibit 3.1 and is incorporated by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Description | |
3.1 | Second Amended and Restated Memorandum and Articles of Association of the Company. | |
104 | Cover Page Interactive Data File (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.
Finnovate Acquisition Corp. | ||
Date: May 12, 2025 | By: | /s/ Calvin Kung |
Name: | Calvin Kung | |
Title: | Chief Executive Officer |