Item 8.01 Other Events.
Supplement to the Definitive Proxy Statement
On February 9, 2023, the Company filed a definitive proxy statement (the
'Definitive Proxy Statement") for the solicitation of proxies in connection with
a special meeting of the Company's stockholders to be held on March 2, 2023 (the
"Special Meeting") to consider and vote on, among other proposals, a proposal to
amend the Company's Amended and Restated Certificate of Incorporation to extend
the period by which the Company is required to consummate its initial business
combination (the "Extension Amendment Proposal"), and a proposal to amend the
Investment Management Trust Agreement to implement the Extension (the "Trust
Agreement Amendment Proposal").
Specifically, the Company seeks to amend its Amended and Restated Certificate of
Incorporation to (i) extend the date by which it has to consummate a business
combination (the "Combination Period") from March 12, 2023 to June 30, 2023 upon
the deposit by the Company's sponsor of an aggregate of $150,000 into the Trust
Account and (ii) give the Sponsor the option to further extend the Combination
Period beyond June 30, 2023 up to three (3) times for an additional one (1)
month each time to September 30, 2023 upon the deposit into the Trust Account of
$50,000 for each calendar month.
On February 22, 2023, the Company previously filed a Current Report on Form 8-K
to amend and supplement the Definitive Proxy Statement to clarify that the funds
in trust and any additional contributions, including any interest thereon, will
not be used, now or in the future, to pay for the excise tax imposed under the
Inflation Reduction Act of 2022. Further, the Company has been advised by
certain of the holders of the Company's Class B common stock, par value $0.0001
per share (the "Founder Shares"), that such holders will elect to convert all of
their respective Founder Shares into an equal number of shares of the Company's
Class A common stock, par value $0.0001 per share, if the Extension Amendment
Proposal and the Trust Agreement Amendment Proposal are approved.
In this Current Report on Form 8-K (this "Form 8-K"), the Company has determined
to clarify in the Definitive Proxy Statement that following the liquidation of
investments in the trust account, the Company intends to hold the funds in the
trust account in an interest-bearing demand deposit account. The Company is also
supplementing the Definitive Proxy Statement to disclose the amount in the Trust
Account after giving effect to withdrawals for the payment of the Company's
income and franchise taxes through June 30, 2023. Accordingly, the Company has
determined to amend and supplement the Definitive Proxy Statement as described
in this Form 8-K.
AMENDMENT AND SUPPLEMENT TO THE DEFINITIVE PROXY STATEMENT
The Company is providing additional information to its stockholders, as
described in this supplement to the Definitive Proxy Statement filed with the
United States Securities and Exchange Commission on February 9, 2023, in
connection with the Special Meeting to be held on March 2, 2023. These
disclosures should be read in connection with the Definitive Proxy Statement,
which should be read in its entirety. To the extent that the information set
forth herein differs from or updates information contained in the Definitive
Proxy Statement, the information set forth herein shall supersede or supplement
the information in the Definitive Proxy Statement. Defined terms used but not
defined herein have the meanings set forth in the Definitive Proxy Statement and
all page references are to pages in the Definitive Proxy Statement. The Company
makes the following amended and supplemental disclosures:
1. Certain disclosure on page 3 of Notice of Special Meeting of Stockholders
to the Definitive Proxy Statement is hereby supplemented to read as follows:
The withdrawal of funds from the Trust Account in connection with the Election
will reduce the amount held in the Trust Account following the Election and the
amount remaining in the Trust Account may be significantly less than the
approximately $339.0 $338.9 million (excluding interest already withdrawn to pay
the Company's income taxes for fiscal year 2022 and franchise taxes through June
30, 2023 but including any additionalinterest not previously released to the
Company to pay its taxes) that was in the Trust Account as of January 23,
2023February 24, 2023. In such event, the Company may need to obtain additional
funds to complete a business combination, and there can be no assurance that
such funds will be available on terms acceptable to the parties or at all.
2. Certain disclosure on page 38 of the Definitive Proxy Statement is hereby
amended and restated to read as follows:
We do not intend to continue to invest the proceeds held in the Trust Account in
interest-bearing securities, which will limit the interest income available for
payment of taxes and dissolution expenses or for distribution to public
stockholders.
As of February 24, 2023January 23, 2023, the record date for the Special
Meeting, the proceeds from the IPO and the simultaneous private placement were
being held in our Trust Account in the United States maintained by Continental
Stock Transfer & Trust Company, acting as trustee, invested in U.S. "government
securities", within the meaning set forth in Section 2(a)(16) of the Investment
Company Act, having a maturity of 185 days or less or in money market funds
meeting certain conditions under Rule 2a-7 under the Investment Company Act
which invest only in direct U.S. government treasury obligations. If the
Extension Amendment Proposal and the Trust Agreement Amendment Proposal are
approved and the Extension is effective, the Company has determined that it will
convert all of its investments in the Trust Account into cash, which will remain
in the Trust Account, on or prior to the 24-month anniversary of the
consummation of the IPO. After such date, the Company no longer intends to
invest the net proceeds in securities or interest-bearing accounts prior to an
initial business combination. Accordingly, the amount of interest income (which
we are permitted to use to pay our franchise and income taxes and up to $100,000
of dissolution expenses) will no longer increase, which will limit the interest
income available for payment of taxes and dissolution expenses or for
distribution to public stockholders in connection with our liquidation or in
connection with the consummation of our business combination we intend to
maintain the funds in the Trust Account in cash in an interest-bearing demand
deposit account at a U.S.-bank until the earlier of the consummation of the
Business Combination or our liquidation. We will receive lower interest on the
funds held in such deposit account (as compared to continuing to invest such
funds in interest-bearing U.S. government securities), which deposit account is
expected to bear interest at a rate of 4% per annum based on current interest
rates. However, we cannot assure you that such rate on the deposit account will
not decrease or increase significantly. As a result, any decision to liquidate
the investments held in the Trust Account and thereafter to hold all funds in
the Trust Account in cash items would reduce the dollar amount our public
stockholders would receive upon any redemption of Public Shares or our
liquidation.
In addition, even prior to the 24-month anniversary of the consummation of the
IPO, we may be deemed to be an investment company. The longer that the funds in
the Trust Account are held in short-term U.S. government securities or in money
market funds invested exclusively in such securities, even prior to the 24-month
anniversary of the consummation of the IPO, there is a greater risk that we may
be considered an unregistered investment company, in which case we may be
required to liquidate. If we are required to liquidate the Company, our
investors would not be able to realize the benefits of owning stock in a
successor operating business (including New Parent), including the potential
appreciation in the value of our stock and warrants following such a
transaction, and our warrants would expire worthless.
3. Certain disclosure on page 30 of the Definitive Proxy Statement is hereby
supplemented to read as follows:
Each redemption of a Public Share by holders of Public Shares will reduce the
amount in the Trust Account, which held marketable securities with a fair value
of approximately $339.0$338.9 million (excluding interest already withdrawn to
pay the Company's income tax for fiscal year 2022 and franchise taxes through
June 30, 2023 butincluding any additional interest not previously released to
the Company to pay its taxes) as of the Record Date February 24, 2023. Prior to
their exercising redemption rights, DTOC stockholders should verify the market
price of the shares of DTOC common stock, as stockholders may receive higher
proceeds from the sale of their shares of DTOC common stock in the public market
than from exercising their redemption rights if the market price per share is
higher than the redemption price. There is no assurance that you will be able to
sell your Public Shares in the open market, even if the market price per share
is lower than the redemption price stated above, as there may not be sufficient
liquidity in the shares of DTOC common stock when you wish to sell your shares.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
Participants in the Solicitation
The Company and its directors and executive officers and other persons may be
deemed to be participants in the solicitation of proxies from the Company's
shareholders in respect of the special meeting of stockholders and the Extension
Amendment Proposal, the Trust Agreement Amendment Proposal, the Redemption
Limitation Amendment Proposal and related matters. Information regarding the
Company's directors and executive officers is available in Company's proxy
statement for the special meeting filed with the U.S. Securities and Exchange
Commission on February 9, 2023. Additional information regarding the
participants in the proxy solicitation and a description of their direct and
indirect interests are contained in the Definitive Proxy Statement.
No Offer or Solicitation
This communication shall 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
jurisdiction in which the offer, solicitation or sale would be unlawful prior to
the 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 of 1933,
as amended.
Additional Information
The Company has filed with the Securities and Exchange Commission (the "SEC")
the Definitive Proxy Statement in connection with the special meeting of
stockholders to consider and vote upon the Extension Amendment Proposal, the
Trust Agreement Amendment Proposal, the Redemption Limitation Amendment Proposal
and other matters and, beginning on or about February 9, 2023, mailed the
Definitive Proxy Statement and other relevant documents to its stockholders as
of the January 23, 2023 record date for the special meeting. The Company's
stockholders and other interested persons are advised to read the Definitive
Proxy Statement and any other relevant documents that have been or will be filed
with the SEC in connection with the Company's solicitation of proxies for the
special meeting because these documents contain important information about the
Company, the Extension Amendment Proposal and related matters. Stockholders may
also obtain a free copy of the Definitive Proxy Statement, as well as other
relevant documents that have been or will be filed with the SEC, without charge,
at the SEC's website located at www.sec.gov or by directing a request to 10207
Clematis Court, Los Angeles, CA 90077, (360) 949-1111 or to Morrow Sodali LLC,
our proxy solicitor, by calling (800) 662-5200, or banks and brokers can call
collect at (203) 658-9400, or by emailing DTOC.info@investor.morrowsodali.com.
Forward-Looking Statements
This Form 8-K includes "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Statements regarding the estimated
per share redemption price and related matters, as well as all other statements
other than statements of historical fact included in this Form 8-K are
forward-looking statements. When used in this Form 8-K, words such as
"anticipate," "believe," "continue," "could," "estimate," "expect," "intend,"
"may," "might," "plan," "possible," "potential," "predict," "project," "should,"
"would" and similar expressions, as they relate to us or our management team,
identify forward-looking statements. Such forward-looking statements are based
on the beliefs of management, as well as assumptions made by, and information
currently available to, the Company's management. Actual results could differ
materially from those contemplated by the forward-looking statements as a result
of certain factors detailed in the Company's filings with the SEC. All
subsequent written or oral forward-looking statements attributable to the
Company or persons acting on its behalf are qualified in their entirety by this
paragraph. Forward-looking statements are subject to numerous conditions, many
of which are beyond the control of the Company, including those set forth in the
"Risk Factors" section of the Company's Annual Report on Form 10-K, subsequent
quarterly reports on Form 10-Q and initial public offering prospectus. The
Company undertakes no obligation to update these statements for revisions or
changes after the date of this release, except as required by law.
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