Item 1.02. Termination of a Material Definitive Agreement
As previously disclosed, on
The foregoing description of the Business Combination Agreement does not purport
to be complete and is qualified in its entirety by the terms and conditions of
the full text of such agreement, which was previously filed as Exhibit 2.1 to
the Company's Current Report on Form 8-K filed with the
Termination of the Business Combination Agreement
On
The foregoing description of the Termination Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the full text of such agreement, which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.
Termination of Related Agreements
Sponsor Support Agreement
The Sponsor Support Agreement, dated as of
The foregoing description of the Sponsor Support Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the full text of such agreement, which was previously filed as Exhibit 10.1 to the Form 8-K and is incorporated by reference herein.
Intrinsic Support Agreements
The support agreements, dated as of
The foregoing description of the Intrinsic Support Agreements does not purport to be complete and is qualified in its entirety by the terms and conditions of the full text of such agreements, which were previously filed as Exhibits 10.2, 10.3, 10.4 and 10.5 to the Form 8-K and are incorporated by reference herein.
Item 7.01. Regulation FD Disclosure
On
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The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any of the information in this Item 7.01, including Exhibit 99.1.
Forward-Looking Statements
All statements other than statements of historical facts contained in this communication are forward-looking statements. Forward-looking statements may generally be identified by the use of words such as "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," "should," "would," "plan," "project," "forecast," "predict," "potential," "seem," "seek," "future," "outlook," "target" or other similar expressions (or the negative versions of such words or expressions) that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding the financial position, business strategy and the plans and objectives of management for future operations. These statements are based on various assumptions, whether or not identified in this communication, and on the current expectations of the Company's management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and may differ from such assumptions, and such differences may be material. Many actual events and circumstances are beyond the control of the Company.
These forward-looking statements are subject to a number of risks and
uncertainties, including: (i) changes in domestic and foreign business, market,
financial, political and legal conditions; (ii) risks related to domestic and
international political and macroeconomic uncertainty, including the
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Exhibit 2.1 Termination Agreement, datedDecember 6, 2022 . 99.1 Press Release, datedDecember 6, 2022 . 104.1 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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