Item 1.01. Entry into a Material Definitive Agreement.
On
The Non-Redemption Agreements shall terminate on the earlier of (i) the failure of the Company's stockholders to approve the Extension at the Meeting, (ii) the fulfillment of all obligations of parties to the Non-Redemption Agreements, (iii) the liquidation or dissolution of the Company, (iv) the mutual written agreement of the parties or (v) if the applicable investor exercises its redemption rights with respect to any Investor Shares in connection with the Meeting and such Investor Shares are actually redeemed.
The Non-Redemption Agreements are not expected to increase the likelihood that the Extension Proposal is approved by Company's stockholders but are expected to increase the amount of funds that remain in the Company's trust account following the Meeting. The Company and the Sponsor may enter into additional, similar non-redemption agreements in connection with the Meeting.
The foregoing summary of the Non-Redemption Agreements does not purport to be complete and is qualified in its entirety by reference to the form of Non-Redemption Agreement attached hereto as Exhibit 10.1 and incorporated herein by reference.
Forward-Looking Statements
This Current Report on Form 8-K (the "Report") includes forward-looking
statements that involve risks and uncertainties. Forward-looking statements are
statements that are not historical facts. Such forward-looking statements are
subject to risks and uncertainties, which could cause actual results to differ
from the forward-looking statements. These forward-looking statements and
factors that may cause such differences include, without limitation, stockholder
approval of the proposals at the Meeting, the Company's inability to complete an
initial business combination within the required time period, the amount of
funds that may be available in the Company's trust account following the
Extension, if approved, and other risks and uncertainties indicated from time to
time in filings with the
Participants in the Solicitation
The Company and its directors, executive officers and other members of
management, under
No Offer or Solicitation
This Report shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities. This communication shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act or an exemption therefrom.
Additional Information and Where to Find It
The Company urges investors, stockholders and other interested persons to read
the Proxy Statement as well as other documents filed by the Company with the
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 10.1 Form of Non-Redemption Agreement and Assignment of Economic Interest 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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