Item 7.01 Regulation FD Disclosure.
On November 25, 2022, Shelter Acquisition Corporation I ("Shelter" or the
"Company") filed a definitive proxy statement, as supplemented on December 7,
2022 (the "Proxy Statement"), relating to a special meeting of stockholders to
approve, among other things, (i) amendments to the Company's Amended and
Restated Certificate of Incorporation (the "Charter Amendment Proposal") and
(ii) an amendment to the Investment Management Trust Agreement, dated June 29,
2021 (the "Trust Agreement"), by and between the Company and Continental Stock
Transfer & Trust Company, as trustee ("Continental" and such proposal, the
"Trust Amendment Proposal" and, together with the Charter Amendment Proposal,
the "Proposals"). If approved, the Charter Amendment Proposal will change the
date by which the Company must cease all operations (except for the purpose of
winding up) if it fails to consummate a business combination from January 2,
2023 to June 30, 2023 or such earlier date as the Board of Directors (the
"Board") may determine to be in the best interests of the stockholders (which
earlier date may be prior to January 2, 2023). In connection with the approval
of the Charter Amendment Proposal, the holders of shares of the Company's Class
A common stock, par value $0.0001 per share (the "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 expects to complete the Voluntary Redemption on or around the Early
Termination Date (as defined below).
On December 16, 2022, the Board unanimously determined that, subject to
stockholder approval of the Proposals, it is in the best interests of the
Company's stockholders for the Company to cease operations and redeem all
remaining Public Shares on December 21, 2022 (the "Early Termination Date").
Accordingly, subject to stockholder approval of the Proposals, on the Early
Termination Date (i) the Company will complete the Voluntary Redemption,
(ii) the Company will cease operations and redeem all remaining Public Shares on
or around December 27, 2022 and (iii) the Company and Continental will amend the
Trust Agreement to liquidate the trust account.
If the Proposals are approved, the last day of trading of the Public Shares is
expected to be December 21, 2022. The special meeting will be held on Wednesday,
December 21, 2022, at 9:00 a.m. Eastern Time, and the record date for the
meeting is the close of business (New York time) on November 21, 2022.
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 Special Meeting and the board's authority if the
proposals at the Special Meeting are approved. 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.
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