Item 8.01. Other Events.
As previously disclosed in the definitive proxy statement filed by
The Company has determined to supplement the disclosure in the Proxy Statement as described below in order to provide additional information to its stockholders. The additional disclosures in this Current Report on Form 8-K supplement the disclosures contained in the Proxy Statement and should be read in conjunction with the disclosures contained in the Proxy Statement, which should be read in its entirety. To the extent that information set forth in this Current Report on Form 8-K differs from or updates information contained in the Proxy Statement, the information in this Current Report on Form 8-K shall supersede or supplement the information contained in the Proxy Statement. All terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Proxy Statement.
Supplemental Disclosures to Proxy Statement
Pursuant to the Inflation Reduction Act of 2022 (the "IR Act"), a 1%
In the event that the Extension Amendment Proposal is approved and implemented
as described in the Proxy Statement, our public stockholders will have the right
to require us to redeem their public shares. Whether and to what extent the
Company would be subject to the excise tax in connection with such redemption or
any other repurchase of our public shares in connection with an initial business
combination, liquidation or otherwise in the future will depend on a number of
factors, including: (i) the fair market value of the redemptions and repurchases
during such taxable year, (ii) the nature and amount of any "PIPE" or other
equity issuances during such taxable year (including in connection with a
business combination), (iii) if we liquidate in such taxable year and whether
the liquidation qualifies for exemption, (iv) the structuring of any business
combination, and (v) the content of any proposed or final regulations and other
guidance from the
In the event that the Extension Amendment Proposal is approved and implemented as described in the Proxy Statement, funds in the Trust Account, including any interest earned thereon, will not be used to pay for any excise tax liabilities with respect to any redemptions that occur prior to or in connection with a business combination or liquidation of the Company. If the Company completes a business combination, because the excise tax would be payable by the Company (following the business combination) and not by the redeeming holder or out of the Trust Account, the payment of the excise tax would reduce cash available to the Company for ongoing operations following the completion of the business combination (and if the Company does not complete a business combination, the Company would seek to obtain alternative funds if necessary to pay any excise tax incurred by the Company with respect to any redemptions).
Forward-Looking Statements
This communication includes "forward-looking statements" within the meaning of
the "safe harbor" provisions of the Private Securities Litigation Reform Act of
1995. Statements in this filing about the Company that are not historical facts
are forward-looking statements based on the Company's current expectations,
assumptions, estimates and projections. These forward-looking statements are
subject to risks and uncertainties that could cause actual future events or
results to differ materially from such statements. These forward-looking
statements are based on our current expectations, which may not prove to be
accurate. The words "believe," "may," "will," "estimate," "potential,"
"continue," "anticipate," "intend," "expect," "could," "would," "project,"
"plan," "target" and similar expressions are intended to identify
forward-looking statements. These forward-looking statements and factors that
may cause such differences include, without limitation, uncertainties relating
to the approval by the Company's stockholders of the Extension Amendment
Proposal, the Company's inability to complete an initial business combination
within the required time period and other risks and uncertainties indicated from
time to time in filings with the
Participants in the Solicitation
The Company and its directors and executive officers and other persons may be
deemed to be participants in the solicitation of proxies from the Company's
stockholders in respect of the Extension Amendment Proposal. Information
regarding the Company's directors and executive officers is available in its
Annual Report on Form 10-K for the fiscal year ended
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.
Additional Information
The Company has filed with the
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