Item 1.01. Entry into a Material Definitive Agreement.
On
The Company will deposit
The Note bears no interest and is repayable in full upon the date of the consummation of the Initial Business Combination.
The issuance of the Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
The foregoing description is qualified in its entirety by reference to the Note, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant.
The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
The foregoing description is qualified in its entirety by reference to the Charter Amendment, a copy of which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Meeting, an aggregate of 27,500,842 shares of the Company's common stock,
which represents a quorum of the outstanding common stock entitled to vote as of
the record date of
1
At the Meeting, the Company's stockholders voted on the following proposals, each of which was approved:
(1) The Extension Amendment Proposal - a proposal to amend the Company's amended
and restated certificate of incorporation to extend the date by which the
Company has to consummate a business combination from
For Against Abstain Broker Non-Votes 26,894,364 488,552 117,926 0
(2) The Director Election Proposal - to elect two persons as Class I directors (to serve until 2025 or until a successor is elected and qualified or their earlier resignation or removal). The following is a tabulation of the votes with respect to the election of directors, each of whom was elected by the Company's stockholders:
Name For Withhold Broker Non-Votes
In connection with the Meeting, stockholders holding 27,464,162 Public Shares
exercised their right to redeem their shares for a pro rata portion of the funds
in the Trust Account. As a result, approximately
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed with this Form 8-K:
Exhibit No. Description of Exhibits 3.1 Amendment to Amended and Restated Certificate of Incorporation. 10.1 Promissory Note issued toIG Sponsor LLC , datedSeptember 30, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 2
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