UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): | August 10, 2021 |
MMA Capital Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware | | 001-11981 | | 52-1449733 |
(State or other jurisdiction | | (Commission | | (I.R.S. Employer |
of incorporation) | | File Number) | | Identification No.) |
| | | | |
3600 O'Donnell St, Suite 600, | | | | |
Baltimore, Maryland | | | | 21224 |
(Address of principal executive offices) | | | | (Zip Code) |
Registrant’s telephone number, including area code: | (443) 263-2900 |
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:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Common Shares, no par value Common Stock Purchase Rights | Trading Symbol(s) MMAC MMAC | Name of each exchange on which registered Nasdaq Capital Market Nasdaq Capital Market |
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 5.07 Submission of Matters to a Vote of Security Holders
On August 10, 2021, MMA Capital Holdings, Inc. (the “Company”) held a special meeting of stockholders. At that meeting, the stockholders of the Company voted affirmatively (i) to approve the adoption of Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”), dated as of May 24, 2021, by and among the Company, FP Acquisition Parent, LLC, a Delaware limited liability company (“Parent”), and FP Acquisition Merger Sub, LLC., a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which, subject to the terms and conditions of the Merger Agreement, the Company will merge with and into Merger Sub (the “Merger”), with Merger Sub continuing as the surviving entity and a wholly owned subsidiary of Parent (the “Merger Proposal”) and (ii) to approve one or more adjournments of the special meeting to a later date or dates, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the special meeting or any adjournment or postponement of the special meeting to approve the Merger Proposal (the “Adjournment Proposal”). As to these matters, the numbers of votes cast for or against, as well as the number of abstentions and broker non-votes, are as set forth below:
Votes For | | Votes Against | | Votes Abstained | | Broker Non-Votes |
3,810,604 | | 54,123 | | 4,666 | | 0 |
| 2. | The Adjournment Proposal: |
Votes For | | Votes Against | | Votes Abstained | | Broker Non-Votes |
3,757,500 | | 99,453 | | 12,440 | | 0 |
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.
| MMA Capital Holdings, Inc. |
| | |
August 10, 2021 | By: | /s/ Gary A. Mentesana |
| | Name: Gary A. Mentesana |
| | Title: Chief Executive Officer |