Item 1.01. Entry Into A Material Definitive Agreement.
On
Pursuant to the Non-Redemption Agreements, the Investors agreed to (i) not
redeem an aggregate of up to 4,000,000 previously-held Class A ordinary shares,
par value
In exchange for the foregoing commitments not to redeem the Investor Shares, the
Sponsor has agreed to transfer to the Investors (i) an aggregate of up to
1,000,000 Class B ordinary shares, par value
The foregoing description of the Non-Redemption Agreements is subject to and qualified in its entirety by reference to the full text of the Form of Non-Redemption Agreement, a copy of which is included as Exhibit 10.1 hereto, and the terms of which are incorporated by reference.
Additional Information and Where to Find It
The Company filed a definitive proxy statement (as may be amended or
supplemented from time to time, the "Proxy Statement") with the
Participants in Solicitation
The Company, the Sponsor and their directors, executive officers, other members
of management, and employees, under
--------------------------------------------------------------------------------
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K (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 of 1933, as amended (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended. The Company bases 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 could cause the Company's actual results, levels of activity, performance or achievements to differ materially from those results, levels of activity, performance or achievements expected and projected. All statements, other than statements of historical fact included in this Current Report including, without limitation, regarding the Company's financial position, business strategy and the plans and objectives of management for future operations, actions to be taken at the Extraordinary General Meeting, and the Company's potential initial business combination are forward-looking statements. In some cases, words such as "may," "expect," "believe," "anticipate," "intend," "estimate," "seek," "potential," and variations and similar words and expressions or the negatives of these terms are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management's current beliefs, based on information currently available.
These forward-looking statements are based upon estimates and assumptions that,
while considered reasonable by the Company and its management, as the case may
be, are inherently uncertain. Factors that may cause actual results to differ
materially from current expectations include, but are not limited to: (i) the
inability to complete an initial business combination due to, among other
things, the failure to obtain approval of the shareholders of the Company; (ii)
costs related to an initial business combination; (iii) changes in applicable
laws and regulations; (iv) shareholder approval of the Extension Proposal; (v)
the Company's inability to complete an initial business combination within the
required time period; and (vi) other risks and uncertainties described in the
Proxy Statement under the heading "Risk Factors," in the Company's Annual Report
on Form 10-K for the year ended
Nothing in this Current Report should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. All such forward-looking statements speak only as of the date of this Current Report. The Company does not give any assurance that the Company will achieve its expectations. Accordingly, undue reliance should not be placed upon the forward-looking statements. Except as expressly required by applicable securities law, the Company expressly disclaims any undertaking or obligation to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with regard to any change in events, conditions, or circumstances on which any statement is based. All subsequent written or oral forward-looking statements attributable to the Company or persons action on the Company's behalf are qualified in their entirety by this "Cautionary Note Regarding Forward-Looking Statements."
No Offer or Solicitation
This Current Report shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale, issuance or transfer of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act or an exemption therefrom.
--------------------------------------------------------------------------------
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 10.1 Form of Non-Redemption Agreement 104* Cover Page Interactive Data File (embedded within the Inline XBRL document). * Furnished herewith.
--------------------------------------------------------------------------------
© Edgar Online, source