Item 1.01 Entry into a Material Definitive Agreement.
On
The Promissory Note does not bear any interest. If the Company completes an
initial business combination, the Company would repay outstanding loaned amounts
under the Promissory Note. In the event that the Company is unable to complete
an initial business combination, the Company may use a portion of the working
capital held outside its trust account to repay such loaned amounts but no
proceeds from its trust account would be used for such repayment. The loans are
convertible into units of the Company, at a price of
The foregoing summary of the Promissory Note is qualified in its entirety by reference to the text of the Promissory Note, which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 3.02 Unregistered Sales of
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. An aggregate of 50,000 private placement units of the Company would be issued if the entire aggregate amount of the Promissory Note is drawn and subsequently converted. Each unit would consist of one ordinary share of the Company and one-third of one warrant exercisable for one ordinary share of the Company. The warrants included in the private placement units would be exercisable, subject to the terms and conditions of the warrant and during the exercise period as provided in the warrant agreement governing the warrants. The Company has relied upon Section 4(a)(2) of the Securities Act of 1933, as amended, in connection with the issuance and sale of the Promissory Note.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description 10.1 Promissory Note, datedFebruary 15, 2023 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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