Companys stockholders (the Annual Meeting) to consider and vote on, among other proposals, (i) the amendment to the Companys Amended & Restated Certificate
of Incorporation to provide for the extension (the Extension Amendment Proposal) of the time period the Company has to complete an initial business combination, (ii) conditioned upon the approval of the Extension Amendment Proposal,
the amendment of the Investment Trust Management Agreement, dated May 25, 2021, as amended, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, to provide for the extension of the date on which the
trustee must liquidate the Trust Account (the Trust Amendment Proposal), and (iii) the election of seven directors of the board of directors of the Company to serve until the earlier of the Business Combination (if consummated) or
the 2024 annual meeting of stockholders or until such directors successors have been duly elected and qualified, or until such directors earlier death, resignation, retirement or removal (the Director Election Proposal).
Press Release
On December 19, 2023, the
Company issued a press release announcing, among other things, (i) the delay of its proposed transfer of the listing of its Class A common stock and public warrants from the New York Stock Exchange (the NYSE) to the NYSE
American LLC (the NYSE American) in connection with the Business Combination, subject to ongoing review by the NYSE American of its listing application, (ii) the postponement of the Annual Meeting from the previously scheduled date
of Friday, December 22, 2023, at 12:00 p.m., Eastern Time, to Wednesday, December 27, 2023, at 1:00 p.m. Eastern Time, in order to allow additional time for the Company to engage with its stockholders (the Postponement), and
(iii) the resulting extension of the deadline from December 20, 2023 (two business days before the Annual Meeting, as originally scheduled) to December 22, 2023 (two business days before the postponed Annual Meeting) for delivery of
redemption and redemption withdrawal requests from the Companys stockholders (the Redemption Deadline Extension).
The press release is
attached hereto as Exhibit 99.1 and incorporated by reference herein.
Supplement to the Annual Proxy Statement
The Company has determined to supplement the Annual Statement as set forth below (the Proxy Supplement) to provide information about the
Postponement and the Redemption Deadline Extension.
There is no change to the location, the record date, or any of the other proposals to be acted upon
at the Annual Meeting.
AMENDMENT AND SUPPLEMENT TO THE ANNUAL PROXY STATEMENT
The following disclosures in this Current Report on Form 8-K supplement, and should be read in
conjunction with, the disclosures contained in the Companys definitive proxy statement (the Annual Proxy Statement), filed with the Securities and Exchange Commission (the SEC) on December 7, 2023, as supplemented
on December 15, 2023, which in turn should be read in its entirety. To the extent the information set forth herein differs from or updates information contained in the Annual Proxy Statement, the information set forth herein shall supersede or
supplement the information in the Annual Proxy Statement. All other information in the Annual Proxy Statement remains unchanged.
As provided in
the Annual Proxy Statement, the Company is seeking stockholder approval of, among other things, the Extension Amendment Proposal, the Trust Amendment Proposal, and the Director Election Proposal. The purpose of the supplemental disclosures is
to provide information about (i) the postponement of the Annual Meeting related to the Annual Proxy Statement, and (ii) the resulting extension of the deadline for delivery of redemption and redemption withdrawal requests from the
Companys stockholders to the Companys transfer agent.
Terms used herein, unless otherwise defined, have the meanings set forth in the
Annual Proxy Statement.
Annual Meeting Date
On December 19, 2023, the Company announced that it has determined to postpone (the Postponement) the date of the Annual Meeting from
December 22, 2023 to December 27, 2023. As a result of this change, the Annual
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