Item 1.01 Entry into a Material Definitive Agreement.
On
At the Extraordinary General Meeting, the shareholders of the Company approved
the amendment to the Company's investment management trust agreement, dated as
of
The foregoing description of the Trust Agreement Amendment is a summary only and is 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 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
In connection with the Trust Agreement Amendment,
The Sponsor may elect to convert up to
The proceeds of the Note will be used by the Company to deposit additional funds to the trust account in connection with the extension of the amount of time the Company has available to complete a business combination and to fund the Company's operations.
The foregoing description is qualified in its entirety by reference to the Note, a copy of which is attached as Exhibit 10.2 hereto and is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
At the Extraordinary General Meeting, the shareholders of the Company approved
an amendment (the "Charter Amendment") to the Company's Amended and Restated
Memorandum and Articles of Association to extend the date by which the Company
must consummate an initial business combination up to nine (9) times for an
additional one (1) month each time from
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.
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Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Extraordinary General Meeting, holders of 24,144,029 ordinary shares,
comprised of 18,394,029 Class A ordinary shares, par value
In connection with the Extraordinary General Meeting, shareholders properly
elected to redeem an aggregate of 13,317,392 Class A Ordinary Shares at a
redemption price of approximately
At the Extraordinary General Meeting, the Company's shareholders approved the
proposal to amend the Company's Amended and Restated Memorandum and Articles of
Association (the "Extension Amendment") to give the Company the right to extend
the date by which it has to consummate a business combination from
The following is a tabulation of the votes with respect to the Extension Amendment Proposal, which was approved by the Company's shareholders:
Ordinary Shares Ordinary Shares Ordinary Shares
Votes For Votes Against Abstentions
23,187,925 956,104 0
The following is a tabulation of the votes with respect to the Trust Amendment Proposal, which was approved by the Company's shareholders:
Ordinary Shares Ordinary Shares Ordinary Shares Votes For Votes Against Abstentions 23,187,925 956,104 0
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Description 3.1 Amendment to the Amended and Restated Memorandum and Articles of Association ofTalon 1 Acquisition Corporation 10.1 Amendment to the Investment Management Trust Agreement, datedJanuary 27, 2023 10.2 Promissory Note, datedJanuary 27, 2023 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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