Item 1.01. Entry into a Material Definitive Agreement.
On
On
The Note bears no interest and is repayable by the Company on the earlier of,
subject to waiver against trust provisions, (a) the date of the consummation of
the Company's initial business combination (as that term is defined in that
certain Business Combination Agreement entered into by and among the Company and
ICONIQ and such other parties named therein, dated on
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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As previously disclosed in a Current Report on Form 8-K filed by the Company on
The Company filed the Charter Amendment with the British
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits The following exhibits are filed with this Form 8-K: Exhibit No. Description 3.1 Amended and Restated Memorandum and Articles of Association 10.1 Promissory Note issued toICONIQ Holding Limited , datedAugust 26, 2022 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 1
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