UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(dD) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~April~~May 2326, 2015

~~Cullen~~CULLEN ~~Agricultural~~AGRICULTURAL ~~Holding~~HOLDING ~~Corp~~CORP. ~~(Exact Name of Registrant as Specified in Charter)~~

Delaware		000-53806		27-0863248
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

(Exact Name of Registrant as Specified in Charter)

1193 Seven Oaks Rd., Waynesboro, GA		30830
Delaware	000-53806	27-0863248
(Address of Principal Executive Offices)		(Zip Code)
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

~~Registrant’s~~1193 ~~telephone~~Seven ~~number~~Oaks Rd., ~~including area~~Waynesboro, ~~code: (706)~~GA ~~526-4015~~

~~N/A~~ (~~Former Name or Former~~ Address, ifof ~~Changed~~Principal ~~Since~~Executive ~~Last~~Offices) (Zip ~~Report~~Code)

(706) 526-4015

(Registrant’s Telephone Number, Including Area Code)

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):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

þ ¨ 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))

~~ITEM~~Item 15.~~01.~~07 ~~ENTRY~~Submission ~~INTO~~of AMatters ~~MATERIAL~~to ~~DEFINITIVE~~a ~~AGREEMENT~~Vote of Security Holders.

On ~~April~~May 2326, 2015, Cullen ~~Agricultural~~ Agricultural Holding Corp., ~~a Delaware corporation~~ (“Cullen”), ~~entered~~completed ~~into~~its anspecial ~~Amendment~~meeting ~~No.~~of 1Cullen stockholders (the “~~Amendment”)~~Special ~~to Agreement and Plan of Reorganization (the “Merger Agreement~~Meeting”)~~, by and among Cullen, Long Island Iced Tea Corp~~., aThe ~~Delaware~~Special ~~corporation~~Meeting ~~and~~was aheld ~~wholly~~in ~~owned~~connection ~~subsidiary~~with of Cullen ~~(“Holdco”),~~’s ~~Cullen~~previously ~~Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Holdco~~announced ~~(“Parent~~business ~~Merger~~combination ~~Sub”),~~with ~~LIBB Acquisition Sub, LLC, a New York limited liability company and a wholly owned subsidiary of Holdco (“Merger Sub”),~~ Long Island Brand Beverages, LLC, ~~a New York limited liability company~~ (“LIBB”), Philip Thomas (“Thomas”) and Thomas Panza (“Panza,” and together with Thomas, the “Founders”), who hold a majority of the outstanding membership interests of LIBB, and Philip Thomas, in his capacity as the “LIBB Representative” under the Merger Agreement on behalf of the other members of LIBB party to the Merger Agreement. AsThe ~~previously~~proposals ~~disclosed~~considered by Cullen’s instockholders aat ~~Current~~the ~~Report~~Special Meeting on ~~Form~~May ~~8-K filed January 6~~26, 2015, ~~the Merger Agreement provides that, among other things, (i) Parent Merger Sub will merge with~~ and ~~into Cullen, with Cullen surviving as~~ a ~~wholly~~final ~~owned~~tabulation ~~subsidiary~~ of ~~Holdco~~votes ~~and~~cast ~~with~~for ~~the stockholders of Cullen receiving newly issued shares of Holdco common stock (the “Parent Merger”),~~ and ~~(ii)~~ ~~Merger~~against ~~Sub will merge with and into LIBB~~each proposal, ~~with LIBB surviving~~ as awell ~~wholly owned subsidiary of Holdco, with LIBB surviving~~ as athe ~~wholly~~number ~~owned subsidiary~~ of ~~Holdco~~abstentions and ~~with~~broker ~~the~~non-votes, ~~members~~are ofset ~~LIBB~~forth ~~(the “Members”) receiving newly issued shares of Holdco common stock (the “Company Merger”).~~below:

~~The~~1. ~~Amendment~~To ~~changed~~adopt the ~~ratio~~Agreement atand ~~which Cullen~~Plan ~~common~~of ~~stock~~Reorganization ~~will be converted into Holdco common stock in~~ (the ~~Parent~~ “Merger. ~~Under the Merger~~ Agreement”), dated as ~~amended,~~of ~~each Cullen~~December ~~stockholder~~31, ~~will~~2014 ~~receive~~and ~~one~~amended ~~share~~as of ~~Holdco~~April ~~common~~23, ~~stock~~2015, ~~for~~by ~~every~~and 15among ~~shares of~~ Cullen, ~~common~~Long ~~stock.~~Island ~~Prior~~Iced toTea ~~the Amendment~~Corp., ~~each~~ Cullen’s ~~stockholder~~wholly-owned ~~was~~subsidiary ~~to receive one share of~~ (“Holdco”), ~~common stock for each share of~~ Cullen ~~common~~Merger ~~stock~~Sub, Inc., ~~The Amendment also proportionately adjusted the number of shares of~~ Holdco’s ~~common~~wholly-owned ~~stock~~subsidiary ~~that~~(“Cullen ~~will be issued to the Members in the Company~~ Merger Sub”), ~~reducing~~ ~~such~~LIBB ~~number~~Acquisition ~~from 39~~Sub,~~500,000~~ ~~to 2~~LLC,~~633,334.~~ ~~The Amendment was entered into in an attempt to increase~~ Holdco’s ~~stock price~~wholly ~~after~~owned ~~the~~subsidiary ~~closing~~(“LIBB toMerger ~~assist~~Sub”), inLIBB, ~~listing~~Philip onThomas aand ~~national~~Thomas ~~securities~~Panza, ~~exchange~~who inown ~~the~~a ~~future.~~majority ~~The~~of ~~Amendment also proportionately adjusted:~~ the ~~number~~outstanding ofmembership ~~shares~~units of ~~Holdco~~LIBB ~~common~~(the ~~stock~~“Founders”) ~~that~~and ~~will~~the beother ~~deposited~~members inof ~~escrow~~LIBB toexecuting ~~provide~~ a ~~fund~~joinder ~~for satisfaction of Cullen~~thereto, ~~Holdco~~ ~~and LIBB’s post-closing rights to indemnification under the Merger Agreement~~which, ~~reducing~~among ~~such~~other ~~number from 7~~things,~~500,000 to~~ ~~500,000;~~provides for the ~~number~~mergers of ~~shares~~(a) ofCullen ~~Holdco~~Merger ~~common~~Sub ~~stock~~with ~~that~~and ~~will~~into beCullen, ~~deposited~~with inCullen ~~escrow~~Surviving ~~to satisfy any downward adjustment to~~ the merger ~~consideration based on Cullen’s~~ and ~~LIBB’s~~becoming ~~Net~~a ~~Working~~wholly-owned ~~Capital~~subsidiary ~~(as defined in the Merger Agreement) as~~ of ~~the closing~~Holdco, ~~reducing~~and ~~such~~with ~~number~~the ~~from~~members ~~1,000,000~~of toLIBB ~~66,667;~~receiving ~~the~~newly ~~number~~issued of shares of Holdco common stock, ~~that~~and ~~will~~(b) beLIBB ~~reserved for~~Merger ~~issuance~~Sub ~~pursuant~~with toand ~~Holdco’s~~into ~~2015 Long-Term Incentive Equity Plan~~LIBB, ~~reducing~~with ~~such~~LIBB ~~number~~surviving ~~from 7,000,000 to 466,667;~~ the ~~value~~ ~~per~~merger ~~share~~and ofbecoming ~~Holdco~~a ~~common~~wholly-owned ~~stock~~subsidiary ~~used in the calculation~~ of ~~the Net Working Capital adjustment~~Holdco, ~~increasing such value from $0.20 to $3.00 per share;~~ and with the ~~number~~members of ~~options~~LIBB ~~that~~receiving ~~will~~newly be issued toshares ~~Messrs.~~of ~~Thomas,~~Holdco ~~Dydensborg,~~common ~~Meehan and Panza under their employment agreements~~stock, ~~reducing such numbers from 1,200,000 to 80,000, from 880,000 to 58,667, from 240,000 to 16,000~~ and ~~from 600,000~~ to ~~40,000,~~approve ~~respectively, and~~ the ~~exercise~~mergers ~~price~~contemplated ~~thereof,~~by ~~in each case increasing~~ such ~~number~~Merger ~~from $0~~Agreement.~~25 to $3.75.~~

The foregoing summary of the Amendment is qualified in its entirety by reference to the text of the Amendment, which is attached as an exhibit hereto and is incorporated herein by reference.

For	Against	Abstain	Broker Non-Vote
16,603,834	0	0	0

~~Additional~~2. ~~Information~~To approve the following material provisions in the Holdco amended and restated certificate of incorporation that will be in effect after the completion of the mergers described above and that are not in or are different from comparable provisions in the current Cullen amended and restated certificate of incorporation:

~~In connection with the proposed transactions, Holdco has filed~~ a ~~registration statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”)~~. InHoldco ~~addition,~~is ~~Cullen~~authorized ~~has filed the preliminary proxy statement/prospectus included in the Registration Statement with the SEC as a proxy statement on Schedule 14A (the “Proxy Statement”). Investors are urged~~ to ~~read~~issue ~~the Registration Statement and Proxy Statement as amended and supplemented from time to time~~35, ~~including the definitive proxy statement/prospectus when it becomes available~~000,000 ~~before~~shares ~~they make any voting or investment decision with respect to the proposed transactions because they contain important information. Investors may obtain free copies~~ of ~~the~~common Registration Statement and Proxy Statement as amended and supplemented from time to time, including the definitive proxy statement/prospectus when it becomes available, as well as other filings containing information about Cullen, Holdco and LIBB, without charge, at the SEC’s Internet site (wwwstock.sec.gov). These documents may also be obtained for free, when they become available, by directing a request to either Cullen Agricultural Holding Corp. or Long Island Iced Tea Corp., in either case c/o Paul Vassilakos, 180 Madison Avenue, Suite 1702, New York, NY 10016.

Cullen and its directors and executive officers may be deemed, under SEC rules, to be participants in the solicitation of proxies from Cullen’s stockholders with respect to the proposed transactions.

For	Against	Abstain	Broker Non-Vote
16,603,834	0	0	0

~~Information~~b. ~~regarding Cullen~~Holdco’s ~~directors~~board ~~and~~of ~~executive officers~~directors is ~~available~~divided ininto ~~Cullen’s~~two ~~annual report on Form 10-K for the fiscal year ended December 31~~classes, ~~2014, filed~~ with ~~the SEC~~only onone ~~March~~class 5,of ~~2015.~~directors ~~Additional~~elected ~~information~~at ~~regarding~~each ~~the~~annual ~~interests~~meeting of ~~such~~stockholders ~~participants~~for ina ~~the~~term ~~solicitation~~of istwo ~~included in the Registration Statement and Proxy Statement as amended and supplemented from time to time, and will be included in the definitive proxy statement/prospectus when it becomes available~~years.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

For	Against	Abstain	Broker Non-Vote
16,603,834	0	0	0

~~(d)~~c. ~~Exhibits~~Certain actions and proceedings with respect to Holdco may be brought only in a court in the State of Delaware.

Exhibit No. Description

For	Against	Abstain	Broker Non-Vote
16,603,834	0	0	0

23.1* ~~Amendment~~To ~~No.~~approve 1the toHoldco ~~Agreement~~2015 ~~and~~Long-Term Incentive Plan, ofwhich ~~Reorganization,~~authorizes ~~dated~~the asaward of ~~April~~share-based ~~23,~~incentives ~~2014,~~in byorder ~~and~~to ~~among~~attract, ~~Cullen Agricultural Holding Corp.~~retain, ~~Long Island Iced Tea Corp.~~motivate, ~~Cullen~~and ~~Merger~~reward ~~Sub,~~certain ~~Inc.,~~key ~~LIIT Acquisition Sub~~employees, ~~LLC~~officers, ~~Long Island Brand Beverages LLC~~directors, ~~Philip Thomas~~ and ~~Thomas~~consultants ~~Panza, who hold a majority~~ of the outstanding membership interests of LIBB, and Philip Thomas, in his capacity as the “LIBB Representative” under the Merger Agreement on behalf of the other members of LIBB party to the Merger AgreementHoldco.

* Certain exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). Cullen agrees to furnish supplementally a copy of all omitted exhibits and schedules to the Securities and Exchange Commission upon its request.

For	Against	Abstain	Broker Non-Vote
16,603,834	0	0	0

Based on the results of the vote as described above, all of the above proposals were approved. The parties will seek to consummate the transactions contemplated by the Merger Agreement as soon as possible.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, ~~Cullen~~the ~~Agricultural~~registrant ~~Holding Corp.~~ has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: ~~April~~May 2426, 2015

CULLEN AGRICULTURAL HOLDING CORP. By: /s/ Paul N. Vassilakos Name: Paul N. Vassilakos Title: Chief Executive Officer

Filing Compare · Cullen Agricultural Holding Corp