Item 1.01 Entry into a Material Definitive Agreement
Trust Agreement Amendment
On
A copy of the Trust Agreement Amendment is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description is a summary only and qualified in its entirety by reference to the full text of the Trust Agreement Amendment, a copy of which is attached as Exhibit 10.1 hereto and is incorporated by reference herein.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On the Meeting Date, the Company held the Extension Meeting in which the Company's shareholders approved the Trust Agreement Amendment Proposal and the Extension Amendment Proposal to change the payment required to extend the Combination Period by two three-month periods. Upon the approval by the Company's shareholders of the Extension Amendment Proposal, the Amended Articles of Association became effective.
The foregoing description is qualified in its entirety by reference to the Amended Articles of Association, a copy of which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On the Meeting Date, the Company held the Extension Meeting to approve (i) the
Extension Amendment Proposal, (ii) the Trust Agreement Amendment Proposal and
(iii) a proposal to adjourn the Extension Meeting, if necessary, in the event
there were insufficient shares of Class A ordinary shares represented to
constitute a quorum at the Extension Meeting or approve the Extension Amendment
Proposal and the Trust Agreement Amendment Proposal (the "Adjournment
Proposal"), each as more fully described in the definitive proxy statement filed
by the Company with the
Holders of 17,134,535 shares of ordinary shares, including 17,250,000 Class A
ordinary shares and 4,312,500 Class B ordinary shares, held of record as of
The voting results for the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and the Adjournment Proposal were as follows:
The Extension Amendment Proposal
For Against Abstain 15,044,090 2,090,445 0
The Trust Agreement Amendment Proposal
For Against Abstain 15,044,090 2,090,445 0 The Adjournment Proposal For Against Abstain 15,039,715 2,094,820 0
--------------------------------------------------------------------------------
In connection with the vote to approve the Extension Amendment Proposal and the
Trust Agreement Amendment Proposal, the holders of 10,693,417 Public Shares
properly exercised their right to redeem their shares (and did not withdraw
their redemption) for cash at a redemption price of approximately
Item 7.01. Regulation FD Disclosure.
On
In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by reference in such a filing. Furthermore, the furnishing of information under Item 7.01 of this Current Report on Form 8-K is not intended to constitute a determination by the Company that the information contained herein, including the exhibits hereto, is material or that the dissemination of such information is required by Regulation FD.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits: Exhibit No. Description 3.1 Amendment to Amended and Restated Memorandum and Articles of Association, datedFebruary 27, 2023 . 10.1 Amendment No. 1 to Investment Management Trust Agreement, datedDecember 6, 2021 , by and between the Company andContinental Stock Transfer & Trust Company , as trustee. 99.1 Press Release, datedFebruary 27, 2023 . 104 Cover Page Interactive Data File, formatted in Inline XBRL (contained in Exhibit 101)
--------------------------------------------------------------------------------
© Edgar Online, source