Item 1.01 Entry into a Material Definitive Agreement.
On
A copy of the Trust Amendment is attached as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference.
On
The Company will deposit
The Note bears no interest and is repayable in full upon the earlier of (a) the date of the consummation of the Business Combination, and (b) the date of the liquidation of the Company.
The foregoing description is qualified in its entirety by reference to the Note, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant.
The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.
1
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The disclosure contained in Item 5.07 of this Current Report on Form 8-K is incorporated by reference in this Item 5.03.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On
(a) a proposal to amend the Company's second amended and restated memorandum and
articles of association (the "Charter Amendment") to extend the date by which
the Company has to consummate an initial business combination from
(b) a proposal to amend the Company's second amended and restated memorandum and
articles of association to permit the Board, in its sole discretion, to elect to
wind up the Company's operations on an earlier date than
(c) a proposal to amend the Company's Trust Agreement, to extend the date by
which the Company would be required to consummate a business combination from
(d) a proposal to approve the adjournment of the Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any of the foregoing proposals (the "Adjournment Proposal").
The number of votes cast for or against, as well as the number of abstentions as to each proposal, are set forth below.
1. Extension Amendment Proposal
For Against Abstain 7,676,088 1,836,386 0
Accordingly, the Extension Amendment Proposal was approved.
2. Liquidation Amendment Proposal
For Against Abstain 7,676,088 1,836,386 0
Accordingly, the Liquidation Amendment Proposal was approved.
3. Trust Amendment Proposal For Against Abstain 7,676,088 1,836,386 0 2
Accordingly, the Trust Amendment Proposal was approved.
As there were sufficient votes at the time of the Meeting to approve each of the above proposals, the Adjournment Proposal, which had been previously voted on by proxy, was not presented to shareholders at the Meeting.
Shareholders holding 7,623,698 shares of the Company's ordinary shares exercised
their right to redeem such shares for a pro rata portion of the funds in the
Company's Trust Account. As a result,
The Company filed the Charter Amendment with the Cayman Islands Registrar of
Companies on
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 3.1 An Amendment to the Second Amended and Restated Memorandum and Articles ofAssociation of the Company 10.1 Amendment to the Investment Management Trust Agreement, dated as ofJanuary 19, 2023 10.2 Promissory Note Issued toAIB LLC , datedJanuary 20, 2023 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 3
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