Item 1.01 Entry into a Material Definitive Agreement

On December 21, 2022, the Company held a special meeting of its stockholders (the "Special Meeting"). As further described in Item 5.07 below, at the Special Meeting, the Company's stockholders approved an amendment (the "IMTA Amendment") to the Company's Investment Management Trust Agreement (the "IMTA"), dated July 22, 2021, with Continental Stock Transfer & Trust Company ("CST"), as trustee, and an amendment to the Company's amended and restated certificate of incorporation, to extend the date by which the Company must consummate a business combination transaction from January 27, 2023 to July 27, 2023 (the "Charter Amendment"). The Charter Amendment was filed with the Delaware Secretary of State on December 21, 2022, and in connection therewith, the Company and CST will enter into the IMTA Amendment to extend the term of the IMTA.

The foregoing description of the IMTA Amendment and the Charter Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the IMTA Amendment and the Charter Amendment, copies of which are filed as Exhibits 3.1 and 10.1 to this Current Report on Form 8-K and are incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

At the Special Meeting, the following proposals were considered and acted upon by the stockholders of the Company: (a) a proposal to approve the Charter Amendment to extend the termination date from January 27, 2023 to July 27, 2023 ("Proposal 1"); (b) a proposal to approve the IMTA Amendment to extend the term of the IMTA from January 27, 2023 to July 27, 2023 ("Proposal 2"); and (c) a proposal to approve the adjournment of the Special Meeting from time to time to solicit additional proxies in favor of Proposal 1 or Proposal 2 or if otherwise determined by the chairperson of the Special Meeting to be necessary or appropriate (the "Adjournment Proposal"). The number of votes cast for or against, as well as the number of abstentions as to each proposal, are set forth below.





Proposal 1



 Votes for        Votes against       Abstentions
  15,442,859          375,319                 0

Accordingly, Proposal 1 was approved.





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Proposal 2



 Votes for        Votes against       Abstentions
  15,442,859          375,319                 0

Accordingly, Proposal 2 was approved.





Adjournment Proposal

The stockholders approved an adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there were insufficient votes for, or otherwise in connection with, Proposal 1 and Proposal 2.

Votes for Votes against Abstentions


  15,440,528          377,650                 0

Accordingly, the Adjournment Proposal was approved.

Item 7.01. Regulation FD Disclosure.

In connection with the approval and implementation of the Charter Amendment, the holders of 10,953,158 shares of Class A common stock of the Company ("Class A Shares") exercised their right to redeem their shares for cash at a redemption price of approximately $10.087 per share, for an aggregate redemption amount of approximately $110,484,822. Following such redemptions, 4,596,842 Class A Shares remain outstanding.




Item 9.01.  Financial Statements and Exhibits.



(d) Exhibits.




Exhibit No.                                 Description

3.1             Certificate of Amendment of Amended and Restated Certificate of
              Incorporation
10.1            Amendment to the Investment Management Trust Agreement
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)




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