Item 1.01 Entry into a Material Definitive Agreement.
On
Pursuant to the Non-Redemption Agreements, each of the Non-Redeeming
Shareholders agreed to (a) not redeem 1,000,000 Class A Ordinary Shares held by
them on the date of the Non-Redemption Agreements (the "Shares") in connection
with the vote to amend the Company's amended and restated memorandum and
articles of association to extend the date by which the Company has to
consummate an initial business combination from
In connection with the foregoing, the Company agreed to pay to each
Non-Redeeming Shareholder
The foregoing description of the Non-Redemption Agreements does not purport to be complete and is qualified in its entirety by the terms and conditions of the Non-Redemption Agreements, copies of which are filed as Exhibit 10.1 and 10.2 hereto and are incorporated by reference herein.
Additional Information and Where to Find It
The Company has filed a definitive proxy statement (the "Extension Proxy
Statement") to be used at the Extension Meeting to approve an extension of time
in which the Company must complete an initial business combination or liquidate
the trust account that holds the proceeds of the Company's initial public
offering (the "Extension"). The Company has mailed the Extension Proxy Statement
to its shareholders of record as of
Participants in the Solicitation
The Company and its directors and executive officers may be considered
participants in the solicitation of proxies with respect to the Extension under
the rules of the
1 Forward-Looking Statements
Certain statements made in this Current Report are "forward looking statements"
within the meaning of the "safe harbor" provisions of the United States Private
Securities Litigation Reform Act of 1995. When used in this Current Report, the
words "estimates," "projected," "expects," "anticipates," "forecasts," "plans,"
"intends," "believes," "seeks," "may," "will," "should," "future," "propose" and
variations of these words or similar expressions (or the negative versions of
such words or expressions) are intended to identify forward-looking statements.
These forward-looking statements are not guarantees of future performance,
conditions or results, and involve a number of known and unknown risks,
uncertainties, assumptions and other important factors, many of which are
outside the Company's control, that could cause actual results or outcomes to
differ materially from those discussed in the forward-looking statements.
Important factors, among others, that may affect actual results or outcomes
include: the risk that approval of the Company's shareholders for the Extension
is not obtained; the inability of the Company to enter into a definitive
agreement with respect to an initial business combination within the time
provided in the Company's amended and restated certificate of incorporation; the
level of redemptions made by the Company's shareholders in connection with the
Extension and its impact on the amount of funds available in the Company's trust
account to complete an initial business combination; and those factors discussed
in the Annual Report under the heading "Risk Factors," and other documents of
the Company filed, or to be filed, with the
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description of Exhibits 10.1 Non-Redemption Agreement. 10.2 Non-Redemption Agreement. 104 Cover Page Interactive Data File - Embedded within the inline XBRL document. 2
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