Item 8.01. Other Events.
On
The Company does not anticipate proceeding with the Special Meeting or the
proposals to be voted on therein if the related redemption requests would result
in the Company retaining less than approximately
Additionally, the Company announced that it has entered into a non-binding
letter of intent with respect to a business combination. As a result, pursuant
to the Company's amended and restated certificate of incorporation (the
"Charter"), the date by which the Company must cease operations and liquidate if
it has not completed a business combination has been automatically extended to
At the Special Meeting, stockholders will be asked to vote on the following
proposals: (1) a proposal to approve an amendment to the Charter to provide the
Company's Board of Directors (the "Board") with the right to accelerate the date
by which the Company must consummate an initial business combination from
As a result of this change, the Special Meeting will now be held at
The Company plans to continue to solicit proxies from stockholders during the
period prior to the Special Meeting. Only the holders of the Company's Class A
common stock and Class B common stock as of the close of business on
A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
1 Forward-Looking Statements
This Current Report on Form 8-K contains certain 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 Exchange Act. Such forward-looking
statements can generally be identified by the use of forward-looking terminology
such as "may," "trend," "will," "continue," "expect," "intend," "anticipate,"
"estimate," "believe," "look forward" or other similar words or terms. Because
such statements include risks, uncertainties and contingencies, actual actions
and results may differ materially from the expectations, intentions, beliefs,
plans or predictions of the future expressed or implied by such forward-looking
statements. Factors that can affect future results include, but are not limited
to, those discussed under the heading "Risk Factors" and "Management's
Discussion and Analysis of Financial Condition" in the Company's 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 Current Report on Form 8-K shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Proposals. 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 or an exemption therefrom.
Additional Information and Where to Find It
The Company urges investors, stockholders and other interested persons to read
the 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 99.1 Press Release 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2
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