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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): December 12, 2022
KKR ACQUISITION HOLDINGS I CORP.
(Exact name of registrant as specified in its charter)
Delaware
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001-40225
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86-1506732
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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30 Hudson Yards, Suite 7500, New York, NY
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10001
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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) 750-8300
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 (see General Instruction A.2. below):
☐
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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 Act:
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-fourth of one redeemable Warrant
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KAHC.U
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The New York Stock Exchange
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Class A Common Stock, par value $0.0001 per share
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KAHC
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The New York Stock Exchange
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Redeemable Warrants, each whole Warrant exercisable for one share of Class A Common Stock, each at an exercise price of $11.50 per share
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KAHC WS
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The New York Stock Exchange
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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 1.01 |
Entry into a Material Definitive Agreement.
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On December 12, 2022, KKR Acquisition Holdings I Corp. (the “Company”), a Delaware corporation, held a special meeting of stockholders (the “Special Meeting”) to vote on
the proposals described under Item 5.07 of this Current Report on Form 8-K. At the Special Meeting, the Company’s stockholders approved an amendment (the “IMTA Amendment”) to the Company’s investment management trust agreement, dated as of March
19, 2021, by and between the Company and Continental Stock Transfer & Trust Company (“CST”), to extend the date by which the Company has to consummate a business combination from March 19, 2023 to December 19, 2023, or such earlier date as
determined by the Company’s Board of Directors (the “Board”). Following such approval by the Company’s stockholders, the Company and CST entered into the IMTA Amendment on December 12, 2022.
The foregoing description of the IMTA Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the IMTA Amendment, a
copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 3.01 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
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In connection with the IMTA Amendment and Charter Amendment (as defined below), on December 15, 2022, upon notice from the Company of such amendments
and the Company's acceleration of its business combination deadline (as described in Item 8.01), The New York Stock Exchange filed a Form 25 with the Securities and Exchange Commission (“SEC”), pursuant to Rule 12d2-2(a)(1) under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”) in respect of the delisting of the Company’s units and Class A common stock.
Item 3.03 |
Material Modification to Rights of Security Holders.
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The information disclosed in Item 5.07 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03 to the extent required.
Item 5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On December 12, 2022, the Company’s stockholders approved an amendment to the Company’s amended and restated certificate of incorporation to
implement Proposal 1A and Proposal 1B, as described below under Item 5.07 (the “Charter Amendment”). The Charter Amendment became effective on December 12, 2022 upon filing with the Secretary of State of the State of Delaware.
The foregoing description is qualified in its entirety by reference to the Charter Amendment, a copy of which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.
Item 5.07 |
Submission of Matters to a Vote of Security Holders.
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At the Special Meeting, the holders of 138,269,299 shares of the Company’s common stock, representing approximately 80.16% of all of the shares entitled to vote at the
Special Meeting, were present in person or were represented by valid proxies; therefore, a quorum was present at the Special Meeting. As of the close of business on November 10, 2022, the record date for the Special Meeting, the outstanding shares
of the Company’s common stock entitled to vote consisted of 138,000,000 shares of Class A common stock and 34,500,000 shares of Class B common stock, with each share entitling the holder to one vote.
The following proposals were presented at the Special Meeting, each of which is described in more detail in the Company’s definitive proxy statement dated November 18,
2022 (the “Proxy Statement”), as supplemented, related to the Special Meeting, which was filed with the SEC.
The Company’s stockholders approved the Extension Proposal, the Elective Early Wind-Up Proposal and the Trust Amendment Proposal (each as defined in the Proxy Statement).
As there were sufficient votes to approve the above proposals, the “Adjournment Proposal” described in the Proxy Statement was not presented to the Company’s stockholders at the Special Meeting. The voting results for each proposal is as follows:
Proposal 1A: The Extension Proposal
The Company’s stockholders approved an amendment to the Company’s amended and restated certificate of incorporation to extend the date by which the Company has to
consummate a business combination for an additional nine (9) months, from March 19, 2023 to December 19, 2023. The passage of the Extension Proposal required the affirmative vote of at least 65% of the Company’s outstanding shares of common stock
entitled to vote thereon at the Special Meeting.
Votes Cast For
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Votes Cast Against
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Abstentions
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Broker Non-Votes
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137,965,941
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303,358
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0
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0
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Proposal 1B: The Elective Early Wind-Up Proposal
The Company’s stockholders approved an amendment to the Company’s amended and restated certificate of incorporation to permit the Board to elect to wind up the Company’s
operations prior to December 19, 2023. The passage of the Elective Early Wind-Up Proposal required the affirmative vote of at least 65% of the Company’s outstanding shares of common stock entitled to vote thereon at the Special Meeting.
Votes Cast For
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Votes Cast Against
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Abstentions
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Broker Non-Votes
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138,139,101
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120,893
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9,305
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0
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Proposal 2: The Trust Amendment Proposal
The Company’s stockholders approved the IMTA Amendment. The passage of the Trust Amendment Proposal required the affirmative vote of at least 65% of the Company’s
outstanding shares of common stock entitled to vote thereon at the Special Meeting.
Votes Cast For
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Votes Cast Against
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Abstentions
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Broker Non-Votes
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138,062,589
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206,710
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0
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0
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As a result of receiving stockholder approval of the foregoing proposals at the Special Meeting, the Company is proceeding with its previously announced intention to
accelerate its business combination deadline to December 14, 2022, which date was the last date of trading of the Company’s securities on The New York Stock Exchange. After giving effect to the Company’s redemption of holders of Class A common
stock that submitted a redemption election in connection with the Special Meeting, the mandatory redemption date for holders of any remaining outstanding shares of the Company’s Class A common stock, including shares that were included in the units
issued in the Company’s initial public offering, will occur on or around December 23, 2022, and such shares of Class A common stock redeemed on the mandatory redemption date will receive a per share redemption price of approximately $10.08 to be
paid from the Company’s trust account. Holders of the Company’s Class B shares will not receive any liquidating distribution from the Company’s trust account. The Company will complete its dissolution and liquidation in accordance with the terms
of its amended and restated certificate of incorporation, as amended, and Delaware law.
Item 9.01 |
Financial Statements and Exhibits.
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Exhibit No.
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Description
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Charter Amendment.
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Amendment to the Investment Management Trust Agreement.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Exchange Act. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and
assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such
forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or
other similar expressions. Such statements include, but are not limited to, statements about the Company’s dissolution and liquidation, and related matters, as well as all other statements other than statements of historical fact.
The forward-looking statements are based on our current expectations and beliefs concerning future developments and their potential effects on us. There
can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause
actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described under
“Risk Factors” in the Proxy Statement and “Item 1A. Risk Factors” of our Annual Report on Form 10-K filed with the SEC on March 31, 2022 and in our other SEC filings. Except as expressly required by applicable securities law, we disclaim any
intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
SIGNATURES
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: December 16, 2022
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KKR ACQUISITION HOLDINGS I CORP.
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By:
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/s/ Glenn Murphy
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Name:
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Glenn Murphy
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Title:
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Executive Chairman and Chief Executive Officer
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Exhibit 3.1
CERTIFICATE OF AMENDMENT TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
KKR ACQUISITION HOLDINGS I CORP.
KKR Acquisition Holdings I Corp. (the “Corporation”),
a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows:
1. The text of Section 9.1(b) of Article IX of the Amended and Restated Certificate of Incorporation of the Corporation is hereby
amended and restated to read in its entirety as follows:
“Following the Offering, a certain amount of the net
offering proceeds received by the Corporation in the Offering (including the proceeds of any exercise of the underwriters’ over-allotment option) and certain other amounts specified in the Corporation’s registration statement on Form S-1, as
initially filed with the Securities and Exchange Commission (the “SEC”) on February 4,
2021, as amended (the “Registration Statement”), was deposited in a trust account (the
“Trust Account”), established for the benefit of the Public Stockholders (as defined
below) pursuant to a trust agreement described in the Registration Statement. Except for the withdrawal of interest to pay franchise and income taxes, none of the funds held in the Trust Account (including the interest earned on the funds held in
the Trust Account) will be released from the Trust Account until the earliest to occur of (i) the completion of the initial Business Combination, (ii) the redemption of 100% of the Offering Shares (as defined below) not previously properly
redeemed in accordance with clause (iii) below if the Corporation does not complete its initial Business Combination by December 19, 2023 (or such earlier date as determined by the Board and included in a public announcement (as defined in the
Corporation’s Bylaws)) (the “Deadline”) and (iii) the redemption of any Offering Shares
properly submitted in connection with a stockholder vote seeking to amend any provisions of this Amended and Restated Certificate relating to stockholders’ rights or pre-initial Business Combination activity (as described in Section 9.7). Holders
of shares of the Common Stock included as part of the units sold in the Offering (the “Offering Shares”) (whether such Offering Shares were purchased in the Offering or in the secondary market following the Offering and whether or not such holders are the Sponsor or officers or directors of the Corporation, or any affiliates
of any of the foregoing) are referred to herein as “Public Stockholders.”
2. The text of Section 9.2(d) of Article IX of the Amended and Restated Certificate of Incorporation of the Corporation is hereby
amended and restated to read in its entirety as follows:
“In the event that the Corporation has not consummated an initial Business Combination by the Deadline, the
Corporation shall (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the Offering
Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Corporation to pay its
franchise and income taxes (less up to $100,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding Offering Shares, which redemption will completely extinguish rights of the Public Stockholders
(including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Board in
accordance with applicable law, dissolve and liquidate, subject in each case to the
Corporation’s obligations under the DGCL to provide for claims of creditors and other requirements of
applicable law.”
3. The text of Section 9.7 of Article IX of the Amended and Restated Certificate of Incorporation is hereby amended and restated to
read in its entirety as follows:
“If, in accordance with Section 9.1(a), any amendment is made to Section
9.2(d) to modify the substance or timing of the Corporation’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the
Offering Shares if the Corporation has not consummated an initial Business Combination by the Deadline or with respect to any other material provision relating to stockholders’ rights or pre-initial Business Combination activity, the Public
Stockholders shall be provided with the opportunity to redeem their Offering Shares upon the approval of any such amendment, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including
interest not previously released to the Corporation to pay its franchise and income taxes, divided by the number of then outstanding Offering Shares; provided, however, that any such amendment will be voided, and this Article IX will remain unchanged, if any stockholders who wish to redeem are unable to redeem due
to the Redemption Limitation.”
4. The foregoing amendments to the Amended and Restated Certificate of Incorporation of the Corporation were duly adopted by the
Board of Directors of the Corporation and by the requisite vote of the stockholders entitled to vote thereon in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, KKR Acquisition Holdings I Corp. has caused this Certificate of Amendment to the Amended and
Restated Certificate of Incorporation to be duly executed and acknowledged in its name and on its behalf by an authorized officer as of this 12th day of December, 2022.
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KKR ACQUISITION HOLDINGS I CORP.
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BY:
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/s/ Glenn Murphy
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NAME:
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Glenn Murphy
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TITLE:
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Chief Executive Officer
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Exhibit 10.1
AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT
THIS AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment Agreement”), dated as of
December 12, 2022, is made by and between KKR Acquisition Holdings I Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited
purpose trust company (the “Trustee”).
WHEREAS, the parties hereto are parties to that certain Investment Management Trust Agreement dated as of March 19, 2021 (the “Trust Agreement”);
WHEREAS, Section 1(i) of the Trust Agreement sets forth the terms
that govern the liquidation of the Trust Account established for the benefit of the Company and the Public Stockholders under the
circumstances described therein;
WHEREAS, Section 6(d) of the Trust Agreement provides that Section 1(i) of the Trust Agreement may only be changed, amended or
modified with the affirmative vote of at least sixty five percent (65%) of the then outstanding shares of Common Stock and Class B common stock, voting together as a single class;
WHEREAS, pursuant to a special meeting of the stockholders of the Company held on the date hereof, at least sixty five percent (65%)
of the then outstanding shares of Common Stock and Class B common stock, voting together as a single class, voted affirmatively to approve (i) this Amendment Agreement and (ii) a corresponding amendment to the Company’s amended and restated
certificate of incorporation (the “Charter Amendment”); and
WHEREAS, each of the Company and the Trustee desires to amend the Trust Agreement as provided herein concurrently with the
effectiveness of the Charter Amendment.
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. Definitions. Capitalized terms contained in this Amendment
Agreement, but not specifically defined herein, shall have the meanings ascribed to such terms in the Trust Agreement.
2. Amendments to the Trust Agreement.
(a) Effective as of the execution hereof, Section 1(i) of the Trust Agreement is hereby amended and restated in its entirety as
follows:
“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, as applicable, signed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer, President, Executive Vice President, Vice President,
Secretary 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 not previously released to the Company to pay its franchise and income taxes (less up to $100,000 of interest that may be released to the Company to pay dissolution
expenses), only as directed in the Termination Letter and the other documents referred to therein, or (y) upon the date which is, the later of (1) December 19, 2023 (or such earlier date as determined by the Board and included in a public
announcement (as defined in the Corporation’s Bylaws)) and (2) such later date as may be approved by the Company’s stockholders in accordance with the Company’s amended and restated certificate of incorporation 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
not previously released to the Company to pay its franchise and income taxes (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses) shall be distributed to the Public Stockholders of record as of such
date;” and
(b) Effective as of the execution hereof, Exhibit B of the Trust Agreement is hereby amended and restated, in the form attached
hereto, to implement a corresponding change to the foregoing amendment to Section 1(i) of the Trust Agreement.
3. No Further Amendment. The parties hereto agree that
except as provided in this Amendment Agreement, the Trust Agreement shall continue unmodified, in full force and effect and constitute legal and binding obligations of the parties thereto in accordance with its terms. This Amendment Agreement forms
an integral and inseparable part of the Trust Agreement. This Amendment Agreement is
intended to be in full compliance with the requirements for an amendment to the Trust Agreement as required by Section 6(c) and Section 6(d) of the Trust Agreement, and any defect in fulfilling such requirements for an effective amendment to the
Trust Agreement is hereby ratified, intentionally waived and relinquished by all parties hereto.
4. References.
(a) All references to the “Trust Agreement” (including “hereof,” “herein,” “hereunder,” “hereby” and “this Agreement”) in the
Trust Agreement shall refer to the Trust Agreement as amended by this Amendment Agreement; and
(b) All references to the “amended and restated certificate of incorporation” in the Trust Agreement shall mean the Company’s
amended and restated certificate of incorporation as amended by the Charter Amendment.
5. Governing Law. This Amendment Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that
would result in the application of the substantive laws of another jurisdiction.
6. Counterparts. This Amendment Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. Delivery of a signed counterpart of this Amendment Agreement by electronic transmission shall
constitute valid and sufficient delivery thereof.
[Signature Page Follows]
IN WITNESS WHEREOF, the
parties have duly executed this Amendment Agreement as of the date first written above.
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CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee
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By:
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/s/ Francis Wolf
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Name:
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Francis Wolf
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Title:
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Vice President
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KKR ACQUISITION HOLDINGS I CORP.
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By:
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/s/ Glenn Murphy
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Name:
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Glenn Murphy
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Title:
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Chief Executive Officer
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EXHIBIT B
[Letterhead of Company]
[Insert date]
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
Attn: Francis Wolf and Celeste Gonzalez
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Re: |
Trust Account – Termination Letter
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Mr. Wolf and Ms. Gonzalez:
Pursuant to Section 1(i) of the Investment Management Trust Agreement between KKR Acquisition Holdings I Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of March
19, 2021 (as amended, the “Trust Agreement”), this is to advise you that the Company did not effect a business combination with a Target Business (the “Business Combination”) within the time frame specified in the Company’s amended and restated certificate of incorporation (as amended, the “Charter”), as described in the Company’s Prospectus relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in
the Trust Agreement.
In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and transfer the
total proceeds into a segregated account held by you on behalf of the Beneficiaries to await distribution to the Public Stockholders. The Company has selected [____________________, 20_]1 as the effective date for the purpose of
determining when the Public Stockholders will be entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the
Company’s Public Stockholders in accordance with the terms of the Trust Agreement and the Company’s Charter. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust
Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i) of the Trust Agreement.
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Very truly yours,
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KKR Acquisition Holdings I Corp.
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By:
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Name:
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Title:
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cc: Citigroup Global Markets Inc.
1 December 19, 2023 or at a later date, if extended, unless an earlier date is determined by the Company’s Board of Directors.
v3.22.2.2
Document and Entity Information
|
Dec. 12, 2022 |
Entity Listings [Line Items] |
|
Document Type |
8-K
|
Amendment Flag |
false
|
Document Period End Date |
Dec. 12, 2022
|
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001-40225
|
Entity Registrant Name |
KKR ACQUISITION HOLDINGS I CORP.
|
Entity Central Index Key |
0001843212
|
Entity Incorporation, State or Country Code |
DE
|
Entity Tax Identification Number |
86-1506732
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Entity Address, Address Line One |
30 Hudson Yards
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Entity Address, Address Line Two |
Suite 7500
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New York
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NY
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10001
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212
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Security Exchange Name |
NYSE
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Title of 12(b) Security |
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KAHC WS
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NYSE
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