Item 1.01 Entry into a Material Definitive Agreement.
Promissory Note
On
If the Company consummates an Initial Business Combination, it will repay the
loans out of the proceeds of the trust account for its public stockholders (the
"Trust Account") or, at the option of the Sponsor, convert all or a portion of
the loans into warrants for
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 of the Note is qualified in its entirety by reference to the full text of the Note, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and incorporated by reference herein.
As approved by the Company's stockholders at the special meeting held on
The foregoing description of the AR IMTA is qualified in its entirety by reference to the full text of the AR IMTA, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K, and 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.
The disclosure set forth in Item 1.01 of this Current Report on Form 8-K with respect to the Note is incorporated by reference in this Item 2.03.
Item 3.02 Unregistered Sales of
The disclosure set forth in Item 1.01 of this Current Report on Form 8-K with respect to the Note is incorporated by reference in this Item 3.02.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
As approved by the Company's stockholders at the Special Meeting, the Company
filed the Amended Charter with the Secretary of State of the
The foregoing description of the Amended Charter is qualified in its entirety by reference to the full text of the Amended Charter, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K, and incorporated by reference herein.
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On
There were 34,500,000 shares of common stock issued and outstanding at the close
of business on
A summary of the voting results for each proposal is set forth below.
Proposal No. 1 - The Extension Amendment Proposal
The stockholders approved and adopted the Amended Charter to (i) extend the date
by which the Company has to consummate an Initial Business Combination from
Votes For Votes Against Abstentions 25,868,151 1,773,835 0
Proposal No. 2 - The Trust Amendment Proposal
The stockholders approved and adopted the AR IMTA to reflect the New Termination Date and the Additional Extension Option (the "Trust Amendment Proposal"). The voting results were as follows:
Votes For Votes Against Abstentions 25,868,141 1,773,835 10
Proposal No. 3 - The Redemption Limitation Proposal
The stockholders approved and adopted the Amended Charter to eliminate (i) the limitation that the Company shall not redeem its Public Stock to the extent that such redemption would result in the Class A Common Stock, or the securities of any entity that succeeds the Company as a public company, becoming "penny stock" (as defined in accordance with Rule 3a51-1 of the Securities Exchange Act of 1934, as amended), or cause the Company to not meet any greater net tangible asset or cash requirement which may be contained in the agreement relating to an Initial Business Combination (the "Redemption Limitation") and (ii) the limitation that the Company shall not consummate an Initial Business Combination if the Redemption Limitation is exceeded (the "Redemption Limitation Proposal"). The voting results were as follows:
Votes For Votes Against Abstentions 27,359,032 282,954 0
Proposal No. 4 - The Adjournment Proposal
The stockholders approved the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are insufficient shares of common stock in the capital of the Company represented to constitute a quorum necessary to conduct business at the Special Meeting or at the time of the Special Meeting to approve the Extension
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Amendment Proposal, the Trust Amendment Proposal and the Redemption Limitation Proposal. The voting results were as follows:
Votes For Votes Against Abstentions 25,833,928 1,808,048 10 Item 8.01 Other Events.
Stockholders holding 22,656,774 of the Company's Public Stock exercised their
right to redeem such shares for a pro rate portion of the funds in the Trust
Account. As a result, approximately
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 3.1 Second Amended and Restated Certificate of Incorporation of the Company. 10.1 Promissory Note, datedApril 14, 2023 , issued to the Sponsor by the Company. 10.2Amended and Restated Investment Management Trust Agreement, dated as ofApril 17, 2023 , between the Company andContinental Stock Transfer & Trust Company . 99.1 Press Release, datedApril 14, 2023 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 3
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