Item 1.01 Entry into a Material Definitive Agreement.
As disclosed in a Current Report on Form 8-K that
The foregoing description of the Trust Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Trust Amendment, a copy of which is filed herewith as Exhibit 10.1 to this report and is incorporated herein by reference.
The information set forth under Item 2.03 to this Current Report on Form 8-K is hereby incorporated by reference herein.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
On
The foregoing description of the Extension Note does not purport to be complete and is qualified in its entirety by reference to the full text of the Extension Note, a copy of which is filed herewith as Exhibit 10.2 to this report and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
On
1. the proposal to extend the date by which the Company must complete its initial
business combination from
Amendment Proposal");
2. the proposal to amend the Trust Agreement to allow the Company to extend, on a
month to month basis, the date on which the Trustee must liquidate the trust account if the Company has not completed its initial business combination, fromApril 27, 2023 to up toNovember 27, 2023 by depositing into the trust account the lesser of$150,000 or$0.0375 per public share that remains outstanding and is not redeemed in connection with the Extension Amendment per calendar month commencing onApril 27, 2023 (the "Trust Amendment Proposal");
3. the proposal to amend the amended and restated memorandum and articles of
association (the "Articles") to provide for the right of a holder of the Company's Class B ordinary shares, par value$0.0001 per share ("Class B ordinary shares"), to convert into Class A ordinary shares, par value$0.0001 per share ("Class A ordinary shares"), on a one-for-one basis prior to the closing of an initial business combination at the election of the holder (the "Founder Share Amendment Proposal"); and
4. the proposal to remove the limitation that the Company shall not redeem public
shares to the extent that such redemption would cause the Company's net
tangible assets to be less than
Amendment Proposal" and together with the Extension Amendment Proposal, the
Trust Amendment Proposal and the Founder Share Amendment Proposal, the
"Proposals").
A total of 12,639,507 of the Company's Class A ordinary shares and Class B
ordinary shares (the "Ordinary Shares"), or 77.78% of the Company's outstanding
shares as of
The following is a brief description of the final voting results for each of the proposals submitted to a vote of the shareholders at the Extraordinary General Meeting.
Extension Amendment Proposal
To consider and vote upon a proposal, by special resolution, to amend the
Company's Articles to extend the date by which the Company has to consummate a
business combination for an additional seven months from
The Extension Amendment Proposal was approved. The voting results of the shares of the Ordinary Shares were as follows:
For Against Abstentions 11,788,766 413,217 437,524 Trust Amendment Proposal
To consider and vote upon a proposal, by special resolution, to amend the Trust
Agreement to allow the Company to extend on a month to month basis the date on
which the Trustee must liquidate the trust account if the Company has not
consummated a business combination from
The Trust Amendment Proposal was approved. The voting results of the shares of the Ordinary Shares were as follows:
For Against Abstentions 11,788,766 413,217 437,524
Founder Share Amendment Proposal
To consider and vote upon a proposal, by special resolution, to amend the Company's Articles to provide for the right of a holder of the Company's Class B ordinary shares to convert into Class A ordinary shares on a one-for-one basis prior to the closing of a business combination at the election of the holder.
The Founder Share Amendment Proposal was approved. The voting results of the shares of the Ordinary Shares were as follows:
For Against Abstentions 11,788,025 413,958 437,524
Redemption Limitation Amendment Proposal
To consider and vote upon a proposal, by special resolution, to amend the
Company's Articles to eliminate the limitation that the Company shall not redeem
public shares to the extent that such redemption would cause the Company's net
tangible assets to be less than
The Redemption Limitation Amendment Proposal was approved. The voting results of the shares of the Ordinary Shares were as follows:
For Against Abstentions 11,688,018 513,965 437,524 The Adjournment Proposal
To consider and vote upon a proposal, by ordinary resolution, to direct the chairman of the Extraordinary General Meeting to adjourn the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, there are not sufficient votes to approve the Proposals.
The Adjournment Proposal was not acted upon at the Extraordinary General Meeting.
Redemptions
In connection with the vote to approve the Proposals, the holders of 7,399,517
Class A ordinary shares properly exercised their rights to redeem their shares
for cash at a redemption price of approximately
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed with this Form 8-K:
Exhibit No. Description of Exhibits 10.1 Amendment No. 1 to the Investment Management Trust Agreement, datedApril 13, 2023 10.2 Promissory Note, datedApril 13, 2023 104 Cover Page Interactive Data File
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