Item 1.01. Entry into a Material Definitive Agreement.
On
In exchange for the foregoing commitments not to redeem such Non-Redeemed Shares, the Sponsor has (i) as consideration for entering into the Non-Redemption Agreements, transferred to such third parties an aggregate of 16,000 Class B ordinary shares initially purchased by the Sponsor in a private placement prior to the Company's initial public offering (the "Founder Shares") which will be retained by such parties under all circumstances, including in the event the Extension is cancelled pursuant to the Company receiving an automatic three-month extension upon the execution of a definitive agreement as described in the final prospectus for the Company's initial public offering, and (ii) agreed to transfer to such third parties up to an aggregate of 480,000 additional Founder Shares in connection with the Company's completion of its initial business combination if such party continues to hold such Non-Redeemed Shares through the Meeting.
The Company estimates that as of
The Non-Redemption Agreements are not expected to increase the likelihood that the Charter Amendments are approved by Company's shareholders but are expected to increase the amount of funds that remain in the Trust Account following the Meeting.
The foregoing summary of the Non-Redemption Agreements does not purport to be complete and is qualified in its entirety by reference to the form of Non-Redemption Agreement filed herein as Exhibit 10.1 and incorporated herein by reference.
Shareholders may withdraw redemptions at any time until
Forward-Looking Statements
This Current Report on Form 8-K (the "Report") includes forward-looking
statements that involve risks and uncertainties. Forward-looking statements are
statements that are not historical facts. Such forward-looking statements are
subject to risks and uncertainties, which could cause actual results to differ
from the forward-looking statements. These forward-looking statements and
factors that may cause such differences include, without limitation,
uncertainties relating to the Company's shareholder approval of the Charter
Amendments, its expectation that the Non-Redemption Agreements will increase the
amount remaining in the Trust Account following the Meeting, its inability
complete an initial business combination within the required time period and
other risks and uncertainties indicated from time to time in filings with the
Participants in the Solicitation
The Company and its directors, executive officers, other members of management
and employees, under
No Offer or Solicitation
This Report shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Charter Amendments. This communication shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale 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 of 1933, as amended, or an exemption therefrom.
Additional Information and Where to Find It
The Company urges investors, shareholders and other interested persons to read
the Extension Proxy Statement as well as other documents filed by the Company
with the
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).
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