Item 1.01 Entry into a Material Definitive Agreement
On
If the Company completes a business combination, the Company would repay the principal amount drawn by the Company under Note out of the proceeds of the trust account released to the Company. Otherwise, the Note would be repaid only out of funds held outside the Company's trust account established in connection with the Company's initial public offering (the "Trust Account"). In the event that a business combination does not close, the Company may use a portion of the working capital held outside of the Trust Account to repay the Note, but no proceeds from the Trust Account would be used to repay the Note.
At the election of the Sponsor, all or a portion of the unpaid principal amount
of the Note may be converted into warrants to purchase ordinary shares or common
equity of the Company at a price of
The issuance of the Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
The foregoing description is qualified in its entirety by reference to the Note, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant.
The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 99.1 Promissory Note of the Company, datedMay 18, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 1
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