| 2021-02-12 |
股东大会：
将于2021-03-25召开股东大会
会议内容 ▼▲
- 1.separate proposals to approve the (a) Domestication, (b) Replay LLCA and (c) Business Combination (collectively, the “Cayman Proposals”);
2.separate proposals to approve, for the purposes of complying with the applicable listing standards of NYSE, the following issuances of Ordinary Shares, shares of Class A Common Stock and shares of Class B Common Stock in connection with the Transaction Agreement and the PIPE Agreements (collectively, the “Stock Issuance Proposals”):
2.1.Proposal 2(a): each issuance of Ordinary Shares pursuant to each Replay PIPE Agreement;
2.2.Proposal 2(b): each issuance of shares of Class A Common Stock pursuant to each New Pubco PIPE Agreement;
2.3.Proposal 2(c): each issuance of shares of Class A Common Stock pursuant to the Transaction Agreement;
2.4.Proposal 2(d): each issuance of shares of Class B Common Stock pursuant to the Transaction Agreement;
2.5.Proposal 2(e): each issuance of Ordinary Shares pursuant to each Replay PIPE Agreement entered into with an affiliate of the Sponsor;
2.6.Proposal 2(f): each issuance of shares of Class A Common Stock to the Sellers, Blocker and Blocker GP pursuant to the Transaction Agreement;
2.8.Proposal 2(g): each issuance of shares of Class B Common Stock to the Sellers pursuant to the Transaction Agreement;
3.separate proposals to approve the following material differences between the proposed Amended and Restated Certificate of Incorporation of New Pubco (the “Proposed Charter” and, together with the proposed Amended and Restated Bylaws of New Pubco (the “Proposed Bylaws”), the “Proposed Organizational Documents”) and Replay’s current Amended and Restated Memorandum and Articles of Association (the “Existing Organizational Documents”) (such proposals, collectively, the “Organizational Documents Proposals”):
3.1.Proposal 3(a): to approve the provision in the Proposed Charter changing the authorized share capital from $20,200 divided into 200,000,000 Ordinary Shares of a par value of $0.0001 each and 2,000,000 preferred shares of a par value of $0.0001 each, to authorized capital stock of 6,601,000,000 shares, consisting of 6,000,000,000 shares of Class A Common Stock, $0.0001 par value per share, 1,000,000 shares of Class B Common Stock, $0.0001 par value per share, and 600,000,000 shares of undesignated preferred stock, $0.0001 par value per share (we refer to this as “Organizational Documents Proposal A”);
3.2.Proposal 3(b): to approve the provisions in the Proposed Charter, pursuant to which only the board of directors, the chairman of the board of directors or the chief executive officer, by or at their direction, may call a special meeting of the stockholders generally entitled to vote, or the board of directors or the chairman of the board of directors must, by or at their direction, call such a special meeting at the request of the Principal Stockholders except during any time when the Principal Stockholders beneficially own, in the aggregate, less than 30% of the total voting power of all the then outstanding shares of stock of New Pubco entitled to vote in the election of directors (the “Voting Rights Threshold Period”) (we refer to this as “Organizational Documents Proposal B”);
3.3.Proposal 3(c): to approve all other changes in connection with the replacement of the Existing Organizational Documents of Replay with the Proposed Organizational Documents of New Pubco, including, among other things, (i) changing from a blank check company seeking a business combination within a certain period (as provided in the Existing Organizational Documents), to a corporation having perpetual existence (as provided in the Proposed Charter), (ii) changing from no provision in the Existing Organizational Documents providing where certain claims must be brought, to requiring certain claims to be brought in the Court of Chancery of the State of Delaware or the federal district courts of the United States (as provided in the Proposed Organizational Documents), and (iii) changing from no provision in the Existing Organizational Documents with respect to corporate opportunities, to renouncing an interest or expectancy in certain corporate opportunities involving non-employee members of New Pubco’s board of directors, the Principal Stockholders and their respective affiliates (as provided in the Proposed Charter) (we refer to this as “Organizational Documents Proposal C”);
4.a proposal to approve the adoption of the Finance of America Companies Inc. 2021 Omnibus Incentive Plan (the “Incentive Plan,” and such proposal, the “Incentive Plan Proposal”);
5.a proposal to approve an extension of the date by which Replay must consummate a Business Combination (as defined in the Existing Organizational Documents) to October 8, 2021 (or, if elected by FoA prior to the date this Registration Statement is declared effective under the Securities Act, such other date designated by FoA) to be effected by way of amendment and restatement of the Existing Organizational Documents (the “Extension Proposal”);
6.a proposal to approve the adjournment of the general meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Cayman Proposals, the Stock Issuance Proposals, the Organizational Documents Proposals, the Incentive Plan Proposal and/or the Extension Proposal (the “Adjournment Proposal” and, together with the Cayman Proposals, the Stock Issuance Proposals, the Organizational Documents Proposals, the Incentive Plan Proposal and the Extension Proposal, the “Proposals”).
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