Item 8.01. Other Events.
As previously disclosed,
On
The Company has not asked the Sponsor to reserve for, nor has the Company independently verified whether the Sponsor will have sufficient funds to satisfy, any such Contributions. If a Contributor fails to make a Contribution by an applicable Contribution Date, the Company will liquidate and dissolve as soon as practicable after such date and in accordance with the Company's charter. The Contributions will be evidenced by a non-interest bearing, unsecured promissory note and will be repayable by the Company upon consummation of an initial business combination. If the Company does not consummate an initial business combination by the Extended Date, any such promissory notes will be repaid only from funds held outside of the trust account or will be forfeited, eliminated or otherwise forgiven. Any Contribution is conditioned on the approval of the Charter Amendment Proposal and the Trust Amendment Proposal and the implementation of the Extension. No Contribution will occur if such proposals are not approved or the Extension is not implemented. If the Company has consummated an initial business combination or announced its intention to wind up prior to any Contribution Date, any obligation to make Contributions will terminate. The above terms supersede any prior arrangement with respect to any Contributions.
Additionally, if the Extension is implemented, the Company plans to liquidate
the
A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.
1 Forward Looking Statements
This Current Report on Form 8-K includes "forward-looking statements" within the
meaning of the safe harbor provisions of the United States Private Securities
Litigation Reform Act of 1995. Certain of these forward-looking statements can
be identified by the use of words such as "believes," "expects," "intends,"
"plans," "estimates," "assumes," "may," "should," "will," "seeks," or other
similar expressions. Such statements may include, but are not limited to,
statements regarding the approval of certain proposals at the Special Meeting,
the implementation of the Extension or any Contributions to the trust account,
the liquidation of any securities held in the trust account, the placement of
funds held in the trust account in an interest-bearing demand deposit account
being permitted by the trustee of the trust account or current or future
interest rates on funds held in the trust account. These statements are based on
current expectations on the date of this Current Report on Form 8-K and involve
a number of risks and uncertainties that may cause actual results to differ
significantly, including those risks set forth in the Definitive Proxy
Statement, the Company's most recent Annual Report on Form 10-K and subsequent
Quarterly Reports on Form 10-Q and other documents filed with the
Additional Information and Where to Find It
The Definitive Proxy Statement has been mailed to the Company's stockholders of
record as of the record date for the Special Meeting. Investors and security
holders of the Company are advised to read the Definitive Proxy Statement
because it contains important information about the Special Meeting and the
Company. Investors and security holders of the Company may also obtain a copy of
the Definitive Proxy Statement, as well as other relevant documents that have
been or will be filed by the Company with the
Participants in the Solicitation
The Company and certain of its directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies from the Company's stockholders in respect of the proposals to be considered and voted on at the Special Meeting. Information concerning the interests of the directors and executive officers of the Company is set forth in the Definitive Proxy Statement, which may be obtained free of charge from the sources indicated above.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 99.1 Press Release, datedDecember 15, 2022 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2
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