Item 8.01 Other Events.
On
In connection with the approval of the Charter Amendment Proposal, the holders
of Public Shares may elect to redeem all or a portion of their Public Shares in
exchange for their pro rata portion of the funds held in the trust account (the
"Voluntary Redemption"). The Company will redeem all Public Shares not elected
to participate in the Voluntary Redemption substantially concurrently with the
Voluntary Redemption (all such redemptions together, the "Post-Amendment Share
Redemption"). The Company expects to complete the Post-Amendment Share
Redemption on or around
Mark Zimkind Continental Stock Transfer & Trust Company One State Street Plaza , 30th FloorNew York, New York 10004 E-mail: mzimkind@continentalstock.com
The estimated redemption price as of
The special meeting will be held on
A copy of the press release is filed herewith as Exhibit 99.1 in compliance with Rule 14a-12 under the Securities and Exchange Act of 1934, as amended, and is incorporated herein by reference.
The information contained in this Item 8.01 and the accompanying Exhibit 99.1
are furnished and shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of
1933, as amended, nor shall they be deemed incorporated by reference in any
filing with the
Forward-Looking Statements
Certain statements included in this Current Report on Form 8-K are
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended, that are not historical facts, including with respect to the
Company's anticipated redemption, liquidation and dissolution, and involve risks
and uncertainties that could cause actual results to differ materially from
those expected and projected. Words such as "expect," "believe," "anticipate,"
"intend," "estimate," "seek," "future," "project," "anticipate" and variations
and similar words and expressions are intended to identify such forward-looking
statements. Such forward-looking statements relate to future events or future
performance, but reflect management's current beliefs, based on information
currently available. A number of factors could cause actual events, performance
or results to differ materially from the events, performance and results
discussed in the forward-looking statements. For information identifying
important factors and risks that could cause actual results to differ materially
from those anticipated in the forward-looking statements, please refer to the
Company's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other
documents filed with the
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Forward-looking statements speak only as of the date they are made, and the Company assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law. Nothing in this Current Report on Form 8-K should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. The inclusion of any statement in this Current Report on Form 8-K does not constitute an admission by the Company or any other person that the events or circumstances described in such statements are material.
Additional Information
Nothing in the foregoing communication shall constitute a solicitation to buy or
an offer to sell any of the Company's securities. The Company's stockholders and
other investors are urged to read the definitive proxy statement (which has been
filed with the
Participants in a Solicitation
The directors and executive officers of the Company and other persons may be
deemed to be participants in the solicitation of proxies in respect of the
stockholder proposals relating to the proposed early redemption transactions.
Information regarding the directors and executive officers of the Company and
their direct and indirect interests in the Company, by security holdings or
otherwise, is available in the Company's definitive proxy statement filed in
connection with the Special Meeting of Stockholders to be held on
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 99.1 Press Release, datedNovember 16, 2022 104 Cover Page Interactive Data File (formatted as Inline XBRL)
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