Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement or a Registrant.
As previously disclosed, on
On
Item 3.02. Unregistered Sales of
The information set forth in Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
An aggregate of 1,500,000 Private Warrants of the Company would be issued if the entire principal balance of the Promissory Note is converted. The Private Warrants would be exercisable subject to their terms and conditions during the exercise period provided in the warrant agreement governing the Private Warrants.
The sale of the Promissory Note and any Private Warrants issuable upon conversion of the Promissory Note is exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Section 4(a)(2) thereof and Regulation D thereunder. The Company has not engaged in general solicitation or advertising with regard to the issuance and sale of the Promissory Note and Private Warrants and has not offered securities to the public in connection with such issuance and sale. The Company relied, in part, upon representations from the Sponsor that the Sponsor is an accredited investor as defined in Regulation D under the Securities Act.
Item 7.01. Regulation FD Disclosure.
On
In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act, except as shall be expressly set forth by reference in such a filing. Furthermore, the furnishing of information under Item 7.01 of this Current Report on Form 8-K is not intended to constitute a determination by the Company that the information contained herein, including the exhibits hereto, is material or that the dissemination of such information is required by Regulation FD.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits Exhibit No. Description ?99.1 Press Release, issued ?January 13 , ?2023 (furnished pursuant to Item 7.01) . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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