Item 8.01. Other Events.
As previously disclosed,
On
The Company has not asked the Sponsor to reserve for, nor has the Company independently verified whether the Sponsor will have sufficient funds to satisfy, any such Contributions. If a Contributor fails to make a Contribution by an applicable Contribution Date, the Company will liquidate and dissolve as soon as practicable after such date and in accordance with the Company's Amended and Restated Memorandum and Articles of Association, as amended. The Contributions will be evidenced by a non-interest bearing, unsecured promissory note and will be repayable by the Company upon consummation of an initial business combination. If the Company does not consummate an initial business combination by the Extension Date, any such promissory notes will be repaid only from funds held outside of the Company's trust account or will be forfeited, eliminated or otherwise forgiven. Any Contribution is conditioned on the approval of the Articles Extension Proposal and the Trust Extension Proposal and the implementation of the Extension. No Contribution will occur if such proposals are not approved or the Extension is not implemented. If the Company has consummated an initial business combination or announced its intention to commence winding up prior to any Contribution Date, any obligation to make Contributions will terminate.
The Company expects that the proceeds held in the trust account will continue to
be invested in
As previously disclosed, on
A copy of the accompanying press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.
1 Forward Looking Statements
This Current Report on Form 8-K includes "forward-looking statements" within the
meaning of the safe harbor provisions of the United States Private Securities
Litigation Reform Act of 1995. Certain of these forward-looking statements can
be identified by the use of words such as "believes," "expects," "intends,"
"plans," "estimates," "assumes," "may," "should," "will," "seeks," or other
similar expressions. Such statements may include, but are not limited to,
statements regarding the approval of certain shareholder proposals at the
Extraordinary Meeting, the implementation of the Extension or any Contributions
to the trust account. These statements are based on current expectations on the
date of this Current Report on Form 8-K and involve a number of risks and
uncertainties that may cause actual results to differ significantly, including
those risks set forth in the Definitive Proxy Statement, the Company's most
recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q
and other documents filed with the
Additional Information and Where to Find It
The Definitive Proxy Statement has been mailed to the Company's shareholders of
record as of the record date for the Extraordinary Meeting. Investors and
security holders of the Company are advised to read the Definitive Proxy
Statement because it contains important information about the Extraordinary
Meeting and the Company. Investors and security holders of the Company may also
obtain a copy of the Definitive Proxy Statement, as well as other relevant
documents that have been or will be filed by the Company with the
Participants in the Solicitation
The Company and certain of 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 proposals to be considered and voted on at the Extraordinary Meeting. Information concerning the interests of the directors and executive officers of the Company is set forth in the Definitive Proxy Statement, which may be obtained free of charge from the sources indicated above.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 99.1 Press Release, datedJanuary 26, 2023 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2
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