Karman Line Acquisition Corp. (XTER) Earnings Call Transcript

Okay. Great. I appreciate everyone joining. This is Vik Mittal speaking. I'm the CFO of the company, and I'll be acting as the Chairman of the meeting. It's Monday, October 19, 10:05 a.m. Eastern and I'm hereby calling this Extraordinary General Meeting of the Shareholders of Karman Line Acquisition Corp. to order. Thank everyone for attending. Also with us today are our CEO, Rich Davis; and [ Jim DeAngelis ] will be acting as the secretary of the meeting for the minutes and service inspector of elections. As stated in the notice and proxy statement dated September 25, 2026, which was first mailed on or about September 28, 2026 to shareholders of record as of the close of business on September 15, 2026 today's meeting is being held to vote on 2 proposals outlined in that statement. The meeting has been called only to consider the proposals described in the proxy statement other than procedural matters, no other business may be brought before the meeting. Shareholders may submit questions on the webcast portal, and we will address appropriate questions at the end of the meeting. Thank you with that, a quorum. As of the record date, there was 27,316,667 ordinary shares issued and outstanding just over 27 million shares, consisting of 2,650 million Class A ordinary shares and 6,666,667 Class B ordinary shares. The total of the 2 is right over $27 million. Each ordinary share is entitled to 1 vote and the Class A and Class B ordinary shares vote together as a single class on both proposals. The inspector of the elections has advised me that holders of a majority of the ordinary. Please go ahead, Jim.

Yes, of 23,754,375 shares, representing 86.99%. Conversion or by proxy.

Great. And so a quorum requires a majority of the company's paid up voting share capital. So quorum is present in the meeting is duly conveyed. Mr. De Angelis, anything else on that front?

No, at this point, we just go to the agenda, and we deal with proposal #1, first, please.

Okay. Proposal #1 is the name change of the company to XTERAX Corporation II, X-T-E-R-A-X and then Proposal 2 will be a German of the meeting if necessary. So we'll start with proposal 1, the name change of the company to XTERAX Corporation II. The resolution to be voted on is as follows. I'll directly resolved as a special resolution that, a, subject to the proposed a new name forming with Section 30 of the Companies Act as revised of the Cayman Islands, the name of the company be changed from Karman Line Acquisition Corp. to XTERAX Corporation 2 with the mediate effect, the name change, and b, immediately following the name change, the company adopt the second amendment and restated memorandum and Articles of Association in the form set forth in [indiscernible] to the proxy statement and substitution for an exclusion of the company's existing amended and restated memorandum and Articles of Association to reflect the name change. Approval of Proposal 1 requires a special resolution being the affirmative vote of at least 2/3 of the vote cast by the holders of Class A and Class B ordinary shares voting together as a single class present in person or by proxy and voting at this meeting. The Board of Directors unanimously recommends that shareholders vote for Proposal 1. The votes are -- the polls are now open for Proposal 1. If you have already submitted a proxy, you do not need to vote again, shareholders of record attending the webcast who wish to vote or change their vote may do so through the webcast portal. We'll give folks a minute now to do that. And then we'll close the polls for Proposal 1 in about a minute or so. [Voting]

So please, if any people are present at the meeting and have not voted their shares yet, please vote your shares.

And so we'll give folks to 10:11 a.m., about 1.5 minutes if there's anyone that wishes to vote or change their vote. Okay. Great. Because sufficient votes have been received to approve proposal...