Item 8.01. Other Events.
Actions in Connection with Extraordinary General Meeting
As previously disclosed,
? A proposal to approve, by way of special resolution, an amendment to Cactus'
Amended and Restated Memorandum and Articles of Association (the "Articles") to
extend the date (the "Termination Date") by which Cactus has to consummate a
business combination (the "Extension") from
Termination Date") to
date as may be determined by Cactus' board of directors (the "Board") in its
sole discretion (the "Articles Extension Proposal");
? A proposal to amend the Company's investment management trust agreement, dated
as of
to provide for the Extension to the Extension Date pursuant to the Articles
Extension Proposal (the "Trust Extension Proposal"); and
? A proposal to approve, by way of special resolution, an amendment to Cactus'
Articles to provide for the right of a holder of Class B ordinary shares, par
value
Class A ordinary shares, par value
shares") on a one-for-one basis prior to the closing of a business combination
at the election of the holder (the "Conversion Amendment") (the "Conversion
Amendment Proposal").
On
Sponsor Contributions to Trust Account
If the Extension is approved at the Meeting and implemented, the Company's
sponsor,
If a Contributor fails to make a Contribution by an applicable Contribution Date (subject to a three business day grace period), the Company will liquidate and dissolve as soon as practicable after such date and in accordance with the Company's Articles. The Contributions will be evidenced by a non-interest bearing, unsecured promissory note and will be repayable by the Company upon consummation of an initial business combination. If the Company does not consummate an initial business combination by the Extension Date, any such promissory notes will be repaid only from funds held outside of the trust account or will be forfeited, eliminated or otherwise forgiven. Any Contribution is conditioned on the approval of the requisite proposals at the Meeting and the implementation of the Extension. No Contribution will occur if such proposals are not approved or the Extension is not implemented. If the Company has consummated an initial business combination or announced its intention to wind up prior to any Contribution Date, any obligation to make Contributions will terminate.
1
Trust Funds Will Not Be Withdrawn to Pay Excise Taxes
On
Trust Funds to Be Held in Interest-Bearing Account, if Liquidated
If the Extension is implemented and the Company thereafter determines to
liquidate the
Class B Ordinary Shares to Be Converted if Extension is Implemented
If each of the Articles Extension Proposal, Trust Extension Proposal and
Conversion Amendment Proposal is approved at the Meeting, the Sponsor, as the
sole holder of the Class B ordinary shares, has agreed to convert all Class B
ordinary shares to Class A ordinary shares, on a one-for-one basis, in
accordance with the Company's Articles, upon the implementation of the Extension
(collectively, the "Class
Forward Looking Statements
This Current Report on Form 8-K includes "forward-looking statements" within the
meaning of the safe harbor provisions of the United States Private Securities
Litigation Reform Act of 1995. Certain of these forward-looking statements can
be identified by the use of words such as "believes," "expects," "intends,"
"plans," "estimates," "assumes," "may," "should," "will," "seeks," or other
similar expressions. Such statements may include, but are not limited to,
statements regarding the approval of certain proposals at the Meeting,
implementation of the Extension or any Contributions to the trust account, any
excise tax liabilities of the Company under the IR Act, liquidation of any
securities held in the trust account, placement of funds held in the trust
account in an interest-bearing demand deposit account being permitted by the
trustee of the trust account or current or future interest rates on funds held
in the trust account. These statements are based on current expectations on the
date of this Current Report on Form 8-K and involve a number of risks and
uncertainties that may cause actual results to differ significantly, including
those risks set forth in the definitive proxy statement related to the Meeting
filed by the Company with the
2
Additional Information and Where to Find It
Further information related to attendance, voting and the proposals to be
considered and voted on at the Meeting is described in the Definitive Proxy
Statement, which has been mailed to the Company's shareholders of record as of
the record date for the Meeting. Investors and security holders of the Company
are advised to read the Definitive Proxy Statement because it contains important
information about the Meeting and the Company. Investors and security holders of
the Company may also obtain a copy of the Definitive Proxy Statement, as well as
other relevant documents that have been or will be filed by the Company with the
Participants in the Solicitation
The Company and certain of its directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies from the Company's stockholders in respect of the proposals to be considered and voted on at the Meeting. Information concerning the interests of the directors and executive officers of the Company is set forth in the Definitive Proxy Statement, which may be obtained free of charge from the sources indicated above.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 99.1 Press Release, datedApril 11, 2023 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3
© Edgar Online, source