Item 8.01 Other Events.
Mandatory Redemption
Because the Company does not believe it will be
able to complete an initial business combination by the Termination Date, on December 21, 2022, the board unanimously determined
it is in the best interest of the Company to liquidate and redeem all remaining Public Shares before the end of the fiscal year in order
to avoid incurring additional tax liabilities in 2023. Accordingly, the Company is obligated to redeem the remaining Public Shares as
promptly as possible, but not more than 10 business days after the the date hereof (the “Mandatory Redemption”). The Company
expects to complete the Mandatory Redemption on or about December 27, 2022. There will be no redemption rights or liquidating distributions
with respect to the Company’s warrants, which will expire worthless upon completion of liquidation.
Delisting and Deregistration
On December 21, 2022, the Company notified
The Nasdaq Stock Market LLC (“Nasdaq”) of the Mandatory Redemption and requested that Nasdaq (i) suspend trading of the
Company’s Public Shares, redeemable warrants, each exercisable for one Public Share at an exercise price of $11.50 per share,
subject to adjustment (the “Redeemable Warrants”), and units, each consisting of one Public Share and one-half of one
Redeemable Warrant (collectively with the Public Shares and the Redeemable Warrants, the “Securities”), effective before
the opening of trading on December 22, 2022, and (ii) file with the SEC a Form 25 Notification of Removal from Listing and/or
Registration (“Form 25”) to delist and deregister the Securities under Section 12(b) of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”). Once the Form 25 becomes effective to deregister the Securities under Section
12(b) of the Exchange Act, the Company intends to file a Form 15 Certification and Notice of Termination of Registration with the
SEC, requesting that the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act be suspended with
respect to the Securities.
In connection with the foregoing matters, the
Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, which is incorporated
by reference in its entirety into this Item 8.01.
Forward-Looking Statements
Certain statements included
in this Current Report on Form 8-K are “forward-looking statements” within the meaning of Section 21E of the Exchange Act
and the Private Securities Litigation Reform Act of 1995, as amended, including, without limitation, statements regarding the Company’s
anticipated redemption, liquidation, delisting, deregistration and dissolution, and involve risks and uncertainties that could cause actual
results to differ materially from those expected and projected. Words such as “anticipate,” “believe,” “continue,”
“could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,”
“possible,” “potential,” “predict,” “project,” “should,” “would”
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 Annual Report on Form 10-K for the year
ended December 31, 2021, subsequent Quarterly Reports on Form 10-Q and other documents the Company has filed with the SEC, as amended
from time to time. Copies of the Company’s filings with the SEC are available publicly on the SEC’s website at www.sec.gov.
Forward-looking statements speak only as of the
date they are made, and the Company undertakes no obligations 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 any such statement are material.