Item 7.01 Regulation FD Disclosure.
As previously disclosed, at the special meeting of
On
If the Extension Amendment Proposal is approved and the Extension is
implemented, under the proposed terms of the Promissory Note, such Contributions
will be paid monthly beginning on
The funds in the Trust Account are currently held in an interest bearing demand deposit account. The interest rate on such deposit account is currently approximately 4.70% per annum, but such deposit account carries a variable rate, and the Company cannot assure investors that such rate will not decrease or increase significantly.
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 (the "Securities Act") 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 information of the information in this Item 7.01, including Exhibit 99.1.
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Additional Information and Where to Find It
On
Free copies of the Proxy Statement and other documents filed at the
Forward-Looking Statements
This Current Report includes, and oral statements made from time to time by
representatives of the Company may include forward-looking statements within the
meaning of Section 27A of the Securities Act and Section 21E of the Exchange
Act. The Company has based these forward-looking statements on its current
expectations and projections about future events. These forward-looking
statements are subject to known and unknown risks, uncertainties and assumptions
about the Company that may cause the Company's actual results, levels of
activity, performance or achievements to be materially different from any future
results, levels of activity, performance or achievements expressed or implied by
such forward-looking statements. In some cases, you can identify forward-looking
statements by terminology such as "will," "may," "should," "could," "would,"
"expect," "plan," "anticipate," "believe," "estimate," "continue," "goal,"
"target," "outlook," "strive," "intend" or the negative of such terms or other
similar expressions. Such statements include, but are not limited to, possible
business combinations and the financing thereof, and related matters, as well as
all other statements other than statements of historical fact included in this
Current Report. Factors that might cause or contribute to such a discrepancy
include, but are not limited to, those described in the Company's other
The forward-looking statements contained in this Current Report are based on the Company's current expectations and beliefs concerning future developments and their potential effects on the Company. There can be no assurance that future developments affecting the Company will be those that the Company has anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the Company's control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the section titled "Risk Factors" in the Proxy Statement and in the Company's most recent Annual Report on Form 10-K and in its subsequent Quarterly Reports on Form 10-Q. Should one or more of these risks or uncertainties materialize, or should any of the Company's assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
No Offer or Solicitation
This Current Report is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy, any securities or the solicitation of any vote in any jurisdiction pursuant to the Proxy Statement or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act. If a definitive agreement regarding a Business Combination is entered into, the Company will provide a separate proxy statement and/or prospectus to stockholders in connection with a separate additional special meeting of stockholders regarding a Business Combination. You are not being asked to make a voting or investment decision regarding a Business Combination at this time.
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Participants in the Solicitation
The Company and certain of its directors and executive officers may be deemed to
be participants in the solicitation of proxies from the Company's stockholders,
in favor of the approval of the Extension Amendment Proposal and the Adjournment
Proposal set forth in the Proxy Statement. For information regarding the
Company's directors and executive officers, please see the Company's Annual
Report on Form 10-K, its subsequent Quarterly Reports on Form 10-Q and the other
documents filed (or to be filed) by the Company from time to time with the
Item 9.01 Financial Statements and Exhibits
(d) Exhibits Exhibit Number Title 99.1 Press Release, datedMay 5, 2023 . 104 Cover Page Interactive Data File. 4
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