Item 1.01. Entry into a Material Definitive Agreement.
Following the approval of the Extension Amendment Proposal (as defined below),
on
The Company will deposit
The Note bears no interest and is repayable in full upon the date of the
consummation of the Initial Business Combination or the liquidation of the
Company. Notwithstanding, as the Sponsor's election at any time prior to payment
in full of the principal balance of the Note, the Sponsor may elect to convert
the unpaid principal balance of this Note into that number of units, each unit
consisting of one Class A Ordinary Share of the Company and one half of one
warrant, each whole warrant exercisable for one Class A Ordinary Share of the
Company, equal to: (x) the portion of the principal amount of this Note being
converted pursuant to the Note, divided by (y)
The issuance of the Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
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.
Item 3.02 Unregistered Sales of
On
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As described in the proxy statement dated
On
Information regarding the background and professional experience of Messrs. Lange, Haghighat, Eastman and Giovannetti is set forth in the Proxy Statement.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
The foregoing description is qualified in its entirety by reference to the Charter Amendment, 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.
At the Meeting, an aggregate of at least one-third of the Company's Ordinary Shares, which represents a quorum of the outstanding Ordinary Shares entitled to vote as of the Record Date, were represented in person or by proxy at the Meeting.
At the Meeting, the Company's shareholders voted on the following proposals, each of which was approved:
(1) The Extension Amendment Proposal - a proposal to amend the Company's Amended and Restated Memorandum and Articles of Association to extend the date by which the Company must consummate its initial Business Combination fromApril 21, 2023 toOctober 21, 2023 (or such earlier date as determined by the Board). The following is a tabulation of the votes with respect to this proposal, which was approved by the Company's shareholders: For Against Abstain 27,552,934 31,102 2,000
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(2) The Founder Share Amendment Proposal - a proposal to amend the Amended and Restated Memorandum and Articles of Association to provide for the right of a holder of Class B Ordinary Shares to convert such shares into Class A Ordinary Shares on a one-for-one basis at any time prior to the closing of the Initial Business Combination at the option of a holder of Class B Ordinary Shares. The following is a tabulation of the votes with respect to this proposal, which was approved by the Company's shareholders: For Against Abstain 27,552,934 31,102 2,000 (3) The Auditor Ratification Proposal - a proposal to ratify the selection by the Company's Audit Committee ofWithumSmith+Brown, PC to serve as our independent registered public accounting firm for the year endingDecember 31, 2023 . The following is a tabulation of the votes with respect to this proposal, which was approved by the Company's shareholders: For Against Abstain 27,552,934 31,102 2,000
In connection with the vote to approve the Extension Amendment Proposal, holders
of 23,233,981 Class A Ordinary Shares properly exercised their right to redeem
their shares for cash at a redemption price of approximately
A proposal to adjourn the Meeting to a later date was not presented because there were enough votes to approve each of the three other proposals.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are filed herewith:
Exhibit No. Description of Exhibits 3.1 Amendment to Amended and Restated Memorandum and Articles of Association 10.1 Promissory Note issued to ENT4.0Technology Sponsor LLC 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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