Item 1.01. Entry into a Material Definitive Agreement.
As previously reported, on
The Sponsor and the Company have since entered into five additional Non-Redemption Agreements with additional unaffiliated third parties. In exchange for such third parties agreeing not to redeem (or to validly rescind any redemption requests on) an aggregate of 750,000 Non-Redeemed Shares at the Extraordinary General Meeting, the Sponsor has agreed to transfer to such investors an aggregate of 375,000 Class B Ordinary Shares, held by the Sponsor immediately following consummation of an initial business combination if they continue to hold such Non-Redeemed Shares through the Extraordinary General Meeting. The Non-Redemption Agreements are not expected to increase the likelihood that the Extension Amendment Proposal is approved by shareholders but will increase the amount of funds that remain in the Company's trust account following the Extraordinary General Meeting.
The foregoing summary of the Non-Redemption Agreements does not purport to be
complete and is qualified in its entirety by reference to the form of
Non-Redemption Agreement previously filed by the Company as Exhibit 10.1 to the
Current Report on Form 8-K dated
Cautionary Note Regarding Forward-Looking Statements
This Current Report includes, and oral statements made from time to time by
representatives of the Company may include, forward-looking statements within
the meaning of Section 27A of the Securities Act, and Section 21E of the
Securities Exchange Act of 1934, as amended. We have based these forward-looking
statements on our current expectations and projections about future events.
These forward-looking statements are subject to known and unknown risks,
uncertainties and assumptions about us that may cause our actual results, levels
of activity, performance or achievements to be materially different from any
future results, levels of activity, performance or achievements expressed or
implied by such forward-looking statements. In some cases, you can identify
forward-looking statements by terminology such as "may," "should," "could,"
"would," "expect," "plan," "anticipate," "believe," "estimate," "continue," or
the negative of such terms or other similar expressions. Such statements
include, but are not limited to, the Extension Amendment Proposal, possible
business combinations and related matters, as well as all other statements other
than statements of historical fact included in the Company's proxy statement
filed with the
The forward-looking statements contained in this Current Report are based on our
current expectations and beliefs concerning future developments and their
potential effects on us. There can be no assurance that future developments
affecting us will be those that we have anticipated. These forward-looking
statements involve a number of risks, uncertainties (some of which are beyond
our control) or other assumptions that may cause actual results or performance
to be materially different from those expressed or implied by these
forward-looking statements. These risks and uncertainties include, but are not
limited to, those factors described under the heading "Item 1A. Risk Factors" of
our Annual Report on Form 10-K filed with the
All such forward-looking statements speak only as of the date of this Current Report. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. All subsequent written or oral forward-looking statements attributable to us or persons acting on the Company's behalf are qualified in their entirety by this "Cautionary Note Regarding Forward-Looking Statements" section.
No Offer or Solicitation
This Current Report shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities. This communication shall also 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 states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to 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, or an exemption therefrom.
Additional Information and Where to Find It
The Company urges investors, shareholders and other interested persons to read
the Definitive Proxy Statement as well as other documents filed by the Company
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description of Exhibits 10.1 Form of Non-Redemption Agreement (incorporated by reference to Exhibit 10.1 in the Registrant's Current Report on Form 8-K on
May 1, 2023). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
© Edgar Online, source