Item 1.01 Entry into a Material Definitive Agreement.
On
Pursuant to the Non-Redemption Agreements, the Non-Redeeming Stockholders agreed
to (a) not redeem any shares of Class A common stock held by them on the date of
the Non-Redemption Agreements (the "Shares") in connection with the vote to
amend the Company's amended and restated certificate of incorporation to extend
the date by which the Company has to consummate an initial business combination
from
In connection with the foregoing,
The Company may enter into additional arrangements similar to the Non-Redemption Agreements described above.
The foregoing description of the Non-Redemption Agreements does not purport to be complete and is qualified in its entirety by the terms and conditions of the form of Non-Redemption Agreements, a copy of which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.
Item 7.01 Regulation FD Disclosure.
On
The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed "filed" for purposes of Section 18 of the Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any of the information in this Item 7.01, including Exhibit 99.1.
Additional Information and Where to Find It
The Company has filed a definitive proxy statement (the "Extension Proxy
Statement") to be used at the Extension Meeting to approve an extension of time
in which the Company must complete an initial business combination or liquidate
the trust account that holds the proceeds of the Company's initial public
offering (the "Extension"). The Company has mailed the Extension Proxy Statement
to its stockholders of record as of
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Participants in the Solicitation
The Company and its directors and executive officers may be considered
participants in the solicitation of proxies with respect to the Extension under
the rules of the
Forward-Looking Statements
Certain statements made in this Current Report are "forward looking statements"
within the meaning of the "safe harbor" provisions of the United States Private
Securities Litigation Reform Act of 1995. When used in this Current Report, the
words "estimates," "projected," "expects," "anticipates," "forecasts," "plans,"
"intends," "believes," "seeks," "may," "will," "should," "future," "propose" and
variations of these words or similar expressions (or the negative versions of
such words or expressions) are intended to identify forward-looking statements.
These forward-looking statements are not guarantees of future performance,
conditions or results, and involve a number of known and unknown risks,
uncertainties, assumptions and other important factors, many of which are
outside the Company's control, that could cause actual results or outcomes to
differ materially from those discussed in the forward-looking statements.
Important factors, among others, that may affect actual results or outcomes
include: the risk that approval of the Company's stockholders for the Extension
is not obtained; the inability of the Company to enter into a definitive
agreement with respect to an initial business combination within the time
provided in the Company's amended and restated certificate of incorporation; the
level of redemptions made by the Company's stockholders in connection with the
Extension and its impact on the amount of funds available in the Company's trust
account to complete an initial business combination; and those factors discussed
in the Annual Report under the heading "Risk Factors," and other documents of
the Company filed, or to be filed, with the
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description of Exhibits 10.1 Form of Non-Redemption Agreement. 99.1 Press Release, datedJune 8 2022 . 104 Cover Page Interactive Data File - Embedded within the inline XBRL document. 3
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