Item 8.01 Regulation FD Disclosure.
Supplement to the Definitive Proxy Statement
On
The Company has determined to clarify in the Definitive Proxy Statement 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
Accordingly, the Company has determined to amend and supplement the Definitive Proxy Statement as described in this Current Report on 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
1. Certain disclosure on page 3 of the Notice of Special Meeting and page 2 of the Definitive Proxy Statement is hereby amended and restated to read as follows:
In connection with the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal, public stockholders may elect to redeem their shares of DTOC Class A common stock issued in the IPO, which shares we refer to as the "Public Shares", for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less amounts released to pay taxes), divided by the number of then outstanding Public Shares, which election we refer to as the "Election", regardless of whether such public stockholders vote on the Extension Amendment Proposal or the Redemption Limitation Amendment Proposal. If the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal are approved by the requisite vote of stockholders, the remaining holders of Public Shares will retain their right to redeem their Public Shares when a business combination is submitted to the stockholders, subject to any limitations set forth in the Certificate of Incorporation as amended by the Extension Amendment and the Redemption Limitation Amendment. In addition, public stockholders who do not make the Election would be entitled to have their Public Shares redeemed for cash if the Company has not completed the Business Combination by the Extended Date. The initial stockholders own 8,262,500 Founder Shares. The Sponsor also owns 6,113,333 Private Placement Warrants. We have been advised by the Sponsor and our Chief Financial Officer that if the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved, such initial stockholders will elect to convert all of their respective Founder Shares into an aggregate of 8,262,500 shares of DTOC Class A common stock. Following conversion, such shares will vote together with the Public Shares on the Business Combination; however, as such shares were not issued as part of the IPO, such shares would not be entitled to any funds held in the Trust Account, including any interest thereon.
To exercise your redemption rights, you must demand that the Company redeem your
Public Shares for a pro rata portion of the funds held in the Trust Account and
tender your shares to the Company's transfer agent prior to
On
2. Certain disclosure on page 6 of the Definitive Proxy Statement is hereby amended and restated as follows:
Q. How will the initial stockholders vote?
A. The initial stockholders have advised DTOC that they intend to vote any shares
of DTOC common stock over which they have voting control, in favor of the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal, the Trust Agreement Amendment Proposal and, if necessary, the Adjournment Proposal.
The initial stockholders and their respective affiliates are not entitled to redeem any Founder Shares in connection with the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal and the Trust Agreement Amendment Proposal. On the Record Date, the initial stockholders and their respective affiliates beneficially owned and were entitled to vote an aggregate of 8,337,500 Founder Shares held by the Sponsor and the officers and directors of DTOC, representing approximately twenty percent (20%) of the issued and outstanding DTOC common stock. Accordingly, if all outstanding shares of DTOC common stock are present at the Special Meeting, then in addition to the Founder Shares, the Company will need 18,759,375 Public Shares, or 56.3% of the outstanding Public Shares, to vote in favor of each of the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal and the Trust Agreement Amendment Proposal to approve such proposals. To approve the Adjournment Proposal, if all outstanding shares of DTOC common stock are present at the Special Meeting, then in addition to the Founder Shares, the Company will need 12,506,251 Public Shares, or 37.5% of the outstanding Public Shares, to vote in favor of the Adjournment Proposal to approve such proposal. If only a minimum quorum of outstanding shares of DTOC common stock are present at the Special Meeting, then the Company will need only 2,084,375 Public Shares, or 6.3% of the Public Shares, to vote in favor of the Adjournment Proposal to approve such proposal. The Adjournment Proposal will only be put forth for a vote if there are not sufficient votes to approve the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal and the Trust Agreement Amendment Proposal at the Special Meeting.
In addition, we have been advised by the Sponsor and our Chief Financial Officer that if the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved, such initial stockholders will elect to convert all of their respective Founder Shares into an aggregate of 8,262,500 shares of DTOC Class A common stock. Following conversion, such shares will vote together with the Public Shares on the Business Combination; however, as such shares were not issued as part of the IPO, such shares would not be entitled to any funds held in the Trust Account, including any interest thereon.
3. Certain disclosures on page 7 of the Definitive Proxy Statement are hereby amended and restated as follows:
Q. What happens if the Extension Amendment Proposal, the Redemption Limitation
Amendment Proposal and the Trust Agreement Amendment Proposal are not approved?
A. If there are insufficient votes to approve the Extension Amendment Proposal,
the Redemption Limitation Amendment Proposal and/or the Trust Agreement
Amendment Proposal, DTOC may put the Adjournment Proposal to a vote in order
to seek additional time to obtain sufficient votes in support of the
Extension.
If the Extension Amendment Proposal, the Redemption Limitation Amendment
Proposal, if necessary, and the Trust Agreement Amendment Proposal are not
approved and the Business Combination is not consummated by the Termination
Date, or such later date that may be approved by DTOC stockholders, DTOC
(i) will cease all operations except for the purpose of winding up; (ii) as
promptly as reasonably possible but not more than ten (10) business days
thereafter subject to lawfully available funds therefor, redeem 100% of the
Public Shares in consideration of a per-share price, payable in cash, equal to
the aggregate amount then on deposit in the Trust Account, including interest
earned on the funds held in the Trust Account (less amounts released to DTOC to
pay its franchise and income taxes and up to
The initial stockholders waived their rights to participate in any liquidation distribution with respect to the 8,337,500 Founder Shares held by them. There will be no distribution from the Trust Account with respect to DTOC's warrants, which will expire worthless in the event DTOC dissolves and liquidates the Trust Account. In addition, certain of the initial stockholders will not convert their respective Founder Shares into an aggregate of 8,262,500 shares of DTOC Class A common stock.
4. Certain disclosures on page 20 of the Definitive Proxy Statement are hereby amended and restated 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
In addition, as discussed above, due to the Inflation Reduction Act, any
redemption of the Public Shares on or after
If you exercise your redemption rights, your Public Shares will cease to be outstanding and will only represent the right to receive a pro rata share of the aggregate amount then on deposit in the Trust Account. You will have no right to participate in, or have any interest in, the future growth of DTOC, if any. You will be entitled to receive cash for your Public Shares only if you properly and timely demand redemption.
5. Certain disclosures on page 24 of the Definitive Proxy Statement are hereby amended and restated as follows:
If the Extension Amendment Proposal Is Not Approved
The approval of the Extension Amendment Proposal is essential to the implementation of our Board's plan to extend the date by which we must consummate a business combination. Therefore, our Board will abandon and not implement the Extension unless our stockholders approve the Extension Amendment Proposal and the other conditions to implementing the Extension are satisfied or waived. If the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are not approved and the Business Combination is not consummated by the . . .
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
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
Forward-Looking Statements
This Current Report on Form 8-K (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
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