Item 1.01 Entry into a Material Definitive Agreement.
On
The Non-Redemption Agreements shall terminate on the earlier of (a) the failure of the Company's stockholders to approve the Extension at the Meeting, or the determination of the Company not to proceed to effect the Extension, (b) the fulfillment of all obligations of parties to the Non-Redemption Agreements, (c) the liquidation or dissolution of the Company, or (d) the mutual written agreement of the parties.
Additionally, pursuant to the Non-Redemption Agreements, the Company has agreed
that until the earlier of (a) the consummation of the Company's initial business
combination; (b) the liquidation of the trust account; and (c) 24 months from
consummation of the Company's initial public offering, the Company will maintain
the investment of funds held in the trust account in interest-bearing
The foregoing summary of the Non-Redemption Agreements does not purport to be complete and is qualified in its entirety by reference to the form of Non-Redemption Agreement attached hereto as Exhibit 10.1 and incorporated herein by reference.
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
shareholders in respect of the Meeting and the Extension and related matters.
Information regarding the Company's directors and executive officers is
available in Company's proxy statement for the 2023 annual meeting filed with
the
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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connection with the Company's solicitation of proxies for the Annual Meeting
because these documents contain important information about the Company, the
Extension Proposal and related matters. Stockholders may also obtain a free copy
of the Proxy Statement, as well as other relevant documents that have been or
will be filed with the
Forward-Looking Statements
This Current Report on Form 8-K (this "Form 8-K") includes "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.
Statements regarding the Company's investment of the trust account funds and
agreement not to use the funds in the trust account for payment of any excise
tax that may be imposed on the Company pursuant to the Inflation Reduction Act
(IRA) of 2022 (H.R. 5376) due to any redemptions of public shares at the
Meeting, as well as all other statements other than statements of historical
fact included in this Form 8-K are forward-looking statements. When used in this
Form 8-K, words such as "anticipate," "believe," "continue," "could,"
"estimate," "expect," "intend," "may," "might," "plan," "possible," "potential,"
"predict," "project," "should," "would" and similar expressions, as they relate
to us or our management team, identify forward-looking statements. Such
forward-looking statements are based on the beliefs of management, as well as
assumptions made by, and information currently available to, the Company's
management. Actual results could differ materially from those contemplated by
the forward-looking statements as a result of certain factors detailed in the
Company's filings with the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits: Exhibit Description 10.1 Form of Non-Redemption Agreement and Assignment of Economic Interest 104 Cover Page Interactive Data File (embedded within the inline XBRL document)
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