Item 5.07. Submission of Matters to a Vote of Security Holders.
On
The final voting results for the Extension Amendment Proposal were as follows:
For Against Abstain Broker Non-Votes 14,093,987 92,697 200 0
The Company's stockholders also approved the proposed ratification of the
selection by the audit committee of the Board of
The final voting results for the Auditor Ratification Proposal were as follows:
For Against Abstain Broker Non-Votes 14,171,601 27 15,256 0
Stockholders holding 16,569,658 shares of the Company's common stock exercised
their right to redeem such shares for a pro rata portion of the funds in the
Company's trust account for approximately
Item 8.01. Other Events.
As previously disclosed, on
The Board has elected to abandon and not implement the Extension, because despite significant efforts to identify and complete an initial business combination, the Board does not believe that the Company will be able to complete an initial business combination on favorable terms even with the Extension. In making its decision, the Board has carefully considered the costs, benefits, and risks of prolonging the Company's life, including the current adverse market conditions and increased regulatory uncertainty around SPACs.
As a result, the Company intends to dissolve and liquidate in accordance with
the provisions of its Amended and Restated Certificate of Incorporation and will
redeem all of the shares of outstanding common stock that were included in the
units issued in its initial public offering (the "Public Shares"). As of the
date of this report, the per-share redemption price is being calculated by
As of the close of business on
In order to provide for the disbursement of funds from the trust account, the
Company has instructed the trustee of the trust account to take all necessary
actions to immediately liquidate the trust account. The proceeds of the trust
account will be held in a non-interest bearing account while awaiting
disbursement to the holders of the Public Shares. Record holders may redeem
their shares for their pro rata portion of the proceeds of the trust account by
delivering their Public Shares to Continental. Beneficial owners of Public
Shares held in "street name," however, will not need to take any action in order
to receive the redemption amount. The redemption of the Public Shares is
expected to be completed on or around
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The Company's initial stockholders have waived their redemption rights with respect to its outstanding common stock issued prior to the Company's initial public offering.
There will be no redemption rights or liquidating distributions with respect to the Company's warrants, which will expire worthless.
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed with this Form 8-K:
Exhibit No. Description of Exhibits 99.1 Press Release, datedDecember 23, 2022
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