Item 1.02 Termination of a Material Definitive Agreement
The
The Company, CEO and CFO paid and satisfied the Promissory Notes and cancelled
the Promissory Note Obligations in consideration for the Company's issuance of
25,000 shares of Class B Common Stock (the "Conversion Shares") to each of the
CEO and CFO, respectively, and subject to the conditions set forth in (i) that
certain Note Conversion and Stock Purchase Agreement entered into by and between
the Company and the CEO (the "Neil Jacobson Note Conversion and Stock Purchase
Agreement") and (ii) that certain Note Conversion and Stock Purchase Agreement
entered into by and between the Company and the CFO (the "Todd Lowen Note
Conversion and Stock Purchase Agreement" and together with the Neil Jacobson
Note Conversion and Stock Purchase Agreement, the "Note Conversion and Stock
Purchase Agreements"), each dated as of
Item 3.02 Unregistered Sales of
The information set forth in Item 1.02 above regarding the Note Conversion and
Stock Purchase Agreements is incorporated herein by reference. In connection
with the Note Conversion and Stock Purchase Agreements, on
Item 5.07 Submission of Matters to a Vote of Security Holders
On
At the Special Meeting, the Company's stockholders approved the Charter Amendment Proposal, the Trust Amendment Proposal and the Auditor Ratification Proposal, in each case as defined and described in greater detail in the Proxy Statement. The Adjournment Proposal, as defined and described in greater detail in the Proxy Statement, was not presented to the Company's stockholders as the Charter Amendment Proposal, the Trust Amendment Proposal and the Auditor Ratification Proposal each received a sufficient number of votes for approval.
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Set forth below are the final voting results for all the proposals presented at the Special Meeting:
The Charter Amendment Proposal
The proposal to adopt an amendment to the Company's amended and restated certificate of incorporation to change the date by which the Company must consummate its initial business combination was approved. The voting results were as follows:
For Against Abstentions Broker Non-Vote 21,170,595 54 103 2,775,198 The Trust Amendment Proposal
The proposal to amend the Company's investment management trust agreement to change the date on which the trustee must commence liquidation of the trust account was approved. The voting results were as follows:
For Against Abstentions Broker Non-Vote 21,170,695 54 3 2,775,198
The Auditor Ratification Proposal
The proposal to ratify the appointment of
For Against Abstentions Broker Non-Vote 23,433,111 0 512,839 0
Stockholders holding 22,367,351 shares of Class A Common Stock exercised their
right to redeem such shares for a pro rata portion of the funds in the Company's
trust account. As a result,
Item 7.01 Regulation FD Disclosure.
On
The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed "filed" for purposes of Section 18 of the Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the registrant under the Securities Act, or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information contained in this Item 7.01, including Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. 99.1 Press Release, datedDecember 1, 2022 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2
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