Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal


           Year.

On November 9, 2022, the Company filed a Certificate of Correction with the Secretary of State of Delaware, effectively withdrawing the previously filed Extension Amendment.




Item 8.01. Other Events.

Following the Special Meeting of the stockholders on October 14, 2022, we filed an 8-K, indicating that while the Extension Amendment was duly approved by the shareholders, because shareholders holding 11,251,347 Public Shares exercised their right to redeem their shares for a pro rata portion of the funds in the Trust Account, which would prompt the removal from the Trust Account of approximately $114,949,913.76 (or approximately 98% of the funds in the Trust Account), the Company would seek to determine whether any redeeming shareholders wish to cancel their redemption requests in order to determine whether the Trust Account will have in excess of $5,000,001 in net tangible assets following approval of the Extension Amendment Proposal. We further indicated that if some redeeming shareholders do not cancel their redemption requests such that the Trust Account will not have in excess of $5,000,001 in net tangible assets following approval of the Extension Amendment Proposal, the Company may proceed to take action to cancel the extension or otherwise cause or allow the Company to dissolve and liquidate, subject to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

The Company was unsuccessful in its effort to secure sufficient redemption cancellations, and the Company would not, therefore, have in excess of $5,000,001 in net tangible assets following approval of the Extension Amendment Proposal. Accordingly, the Sponsor declined to loan the Company an amount sufficient to fund the extension, and the Company did not otherwise fund the extension and took action to cancel the Extension Amendment as having been filed in error. Pursuant to Article Sixth, Paragraph E. of the Company's Amended and Restated Articles of Incorporation, because the Company did not complete a business combination within 12 months from the consummation of the IPO, which occurred on October 22, 2021, the Company must proceed to cease operations, dissolve and liquidate.

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           Certificate of Correction
104           Cover Page Interactive Data File (embedded within the Inline XBRL document).

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