Exhibit 10.1
EXTENSION AMENDMENT
AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT
OF
CONSILIUM
ACQUISITION CORP I LTD.
THIS AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of July 13, 2023, by
and between Consilium Acquisition Corp I, Ltd., a Cayman Islands company (the “Company”), and Continental Stock Transfer & Trust Company (the “Trustee”). Capitalized terms contained in this Amendment, but not
specifically defined in this Amendment, shall have the meanings ascribed to such terms in that certain Investment Management Trust Agreement, dated January 12, 2022, by and between the parties hereto (the “Trust Agreement”).
WHEREAS, a total of $191,647,500 was placed in the Trust Account from the IPO and sale of private warrants in a private placement;
WHEREAS, the Trust Agreement provides that the Trustee shall commence liquidation of the Trust Account and distribute the Property in the Trust Account after
receipt of, and only in accordance with, a Termination Letter; or in the event that a Termination Letter has not been received by the Trustee by the 18 month anniversary of the closing of the IPO (“Closing”) or, in the event that the
Company extended the time to complete the Business Combination for up to 24-months from the effective date of the prospectus but has not completed the Business Combination within the applicable monthly
anniversary of the effective date of the prospectus;
WHEREAS, the Company further obtained the approval of the holders of the affirmative vote of at
least a two-thirds majority of the votes cast by the holders of the issued and outstanding Class A Ordinary Shares and Class B Ordinary Shares, voting as a single class;
WHEREAS, each of the Company and Trustee desire to amend the Trust Agreement as provided herein.
NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:
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Amendments to Trust Agreement. |
(a) Section 1(i) of the Trust Agreement is hereby amended and restated in its entirety as follows:
(i) Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a
letter from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B signed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer, Chief
Operating Officer or Chairman of the board of directors of the Company (the “Board”) or other authorized officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including
interest (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses and which interest shall be net of any taxes payable, it being understood that the Trustee has no obligation to monitor or question the
Company’s position that an allocation has been made for taxes payable), only as directed in the Termination Letter and the other documents referred to therein; provided, that, in the case a Termination Letter in the form of Exhibit A is
received, or (y) upon the date which is 18 months or such later date as extended by the Company for up to fifteen one-month periods, for a maximum of 33 months in the aggregate pursuant to the terms set
forth in the Company’s amended and restated memorandum and articles of association, as it may be amended from time to time, if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall
be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in