Item 8.01. Other Events.
On
As stated in the Company's Form S-1 and in the Articles, if the Company is
unable to complete an initial business combination within 24 months from the
closing of its initial public offering on
(i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account ("Trust Account"), including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to$100,000 of interest to pay dissolution expenses), divided by the number of then Public Shares in issue, which redemption will completely extinguish public shareholders' rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company's remaining shareholders and the Company's board of directors, dissolve and liquidate, subject in each case to the Company's obligations underCayman Islands law, to provide for claims of creditors and other requirements of applicable law.
The balance of the Trust Account as of
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Due to the holiday celebrating the birthday of
There will be no redemption rights or liquidating distributions with respect to the Company's warrants, which will expire worthless.
The Company expects that the
A copy of the Company's press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Forward-Looking Statements
Certain statements included in this Current Report on Form 8-K are
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended, that are not historical facts, including with respect to the
Company's anticipated redemption, liquidation and dissolution, and involve risks
and uncertainties that could cause actual results to differ materially from
those expected and projected. Words such as "expect," "believe," "anticipate,"
"intend," "estimate," "seek," "future," "project," "anticipate" and variations
and similar words and expressions are intended to identify such forward-looking
statements. Such forward-looking statements relate to future events or future
performance, but reflect management's current beliefs, based on information
currently available. A number of factors could cause actual events, performance
or results to differ materially from the events, performance and results
discussed in the forward-looking statements. For information identifying
important factors and risks that could cause actual results to differ materially
from those anticipated in the forward-looking statements, please refer to the
Company's Form S-1 relating to its initial public offering, Annual Report on
Form 10-K, Quarterly Reports on Form 10-Q and other documents the Company has
filed with the
Forward-looking statements speak only as of the date they are made, and the Company assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law. Nothing in this Current Report on Form 8-K should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. The inclusion of any statement in this Current Report on Form 8-K does not constitute an admission by the Company or any other person that the events or circumstances described in such statements are material.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 99.1* Press Release, datedJanuary 3, 2023 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Furnished herewith.
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