Item 3.03 Material Modification to Rights of Security Holders.
On December 5, 2022, the Company filed a Certificate of Amendment of Amended and
Restated Certificate of Incorporation (the "Certificate of Amendment") with the
Secretary of State of the State of Delaware to (A) to extend the date (the
"Termination Date") by which it must either (a) consummate a merger, capital
stock exchange, asset acquisition, stock purchase, reorganization or other
similar business combination, with one or more businesses, which we refer to as
our "initial business combination", or (b) (i) cease all operations except for
the purpose of winding up if the Company fails to complete such initial business
combination and (ii) redeem all of the shares of Class A common stock of the
Company sold in the Company's initial public offering that was consummated on
February 9, 2021, from February 9, 2023 to August 9, 2023 (the "Extension
Amendment") and (B) to eliminate from the Certificate of Incorporation the
limitation that the Company may not redeem public shares to the extent that such
redemption would result in the Company having net tangible assets (as determined
in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934) of
less than $5,000,001 (the "Redemption Limitation") in order to allow the Company
to redeem public shares irrespective of whether such redemption would exceed the
Redemption Limitation (the "Redemption Limitation Amendment").
The Extension Amendment changes the Termination Date from February 9, 2023 to
August 9, 2023.
A copy of the Certificate of Amendment is filed herewith as Exhibit 3.1 and is
incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
The information disclosed in Item 3.03 of this Current Report on Form 8-K is
incorporated by reference into this Item 5.03 to the extent required herein.
Forward-Looking Statements
This report may include "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, including with respect to the
anticipated separate trading of the Company's Class A common stock and
redeemable warrants and the pursuit of an initial business combination. All
statements other than statements of historical fact included in this report are
forward-looking statements. When used in this report, words such as
"anticipate," "believe," "estimate," "expect," "intend" and similar expressions,
as they relate to us or our management team, identify forward-looking
statements. Such forward-looking statements are based on the beliefs of
management, as well as assumptions made by, and information currently available
to, the Company's management. Actual results could differ materially from those
contemplated by the forward-looking statements as a result of certain factors
detailed in the Company's filings with the Securities and Exchange Commission
(the "SEC"). All subsequent written or oral forward-looking statements
attributable to us or persons acting on our behalf are qualified in their
entirety by this paragraph. Forward-looking statements are subject to numerous
conditions, many of which are beyond the control of the Company, including those
set forth in the Risk Factors section of the Company's registration statement
and prospectus relating to the Company's initial public offering and the
Company's annual report on Form 10-K filed with the SEC. Copies of such filings
are available on the SEC's website, www.sec.gov. The Company undertakes no
obligation to update these statements for revisions or changes after the date of
this release, except as required by law.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
3.1 Certificate of Amendment of the Amended and Restated Certificate of
Incorporation of the Company
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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