Item 8.01 Other Events.
Supplement to the Definitive Proxy Statement
On
Press Release
On
The press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
Accordingly, the Company has determined to amend and supplement the Definitive Proxy Statement as described in this Current Report on Form 8-K.
There is no change to the time, location, the record date, or any of the other proposals to be acted upon at the special meeting.
AMENDMENT AND SUPPLEMENT TO THE DEFINITIVE PROXY STATEMENT
The following disclosures in this Current Report on Form 8-K supplement, and
should be read in conjunction with, the disclosures contained in the Company's
definitive proxy statement (the "Definitive Proxy Statement"), filed with the
As provided in the Definitive Proxy Statement, the Company is seeking
shareholder approval of, among other things, the Extension Amendment Proposal.
The purpose of the supplemental disclosures is to announce the revised amount of
deposit to the Trust Account of
Terms used herein, unless otherwise defined, have the meanings set forth in the Definitive Proxy Statement.
Amendment to the Extension Amendment Proposal
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Certain disclosure in the definitive proxy statement (including, without limitation, the notice of special meeting of shareholders included therein) is hereby amended and restated to read as the follows:
? Proposal No. 1 - The Extension Amendment Proposal - a proposal to amend the Company's Amended and Restated Certificate of Incorporation (the "Charter") to allow the Company untilMay 17, 2023 to consummate an initial business combination and may elect to extend the period to consummate an initial business combination up to six times, each by an additional one-month period, for a total of up to six months toNovember 17, 2023 ("Extended Termination Date"), by depositing to the Company's trust account (the "Trust Account") the lesser of (i)$100,000 for all public shares or (ii)$0.045 for each public share for each one-month extension (the "Extension Amendment Proposal", such amendment to the Charter as set forth in Annex A is herein referred to as the "Extension Amendment").
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description
99.1 Press Release datedMay 10, 2023 104 Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL) 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 date of the Extraordinary General Meeting and the proposed Contribution. 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. The Company does not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.
Additional Information and Where to Find It
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Advantage Proxy, Inc. P.O. Box 13581Des Moines, WA 98198 Attn:Karen Smith Toll Free: (877) 870-8565 Collect: (206) 870-8565 Email: ksmith@advantageproxy.com
Participants in the Solicitation
The Company and its respective directors and officers may be deemed to be
participants in the solicitation of proxies from shareholders in connection with
the special meeting. Additional information regarding the identity of these
potential participants and their direct or indirect interests, by security
holdings or otherwise, is set forth in the Definitive Proxy Statement and the
Company's Annual Report on Form 10-K filed on
No Offer or Solicitation
This communication shall 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 jurisdiction in which the offer, solicitation or sale would be unlawful prior to the 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.
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