| Item 5.07. |
Submission of Matters to a Vote of Security Holders.
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Extraordinary General Meeting
On May 10, 2023, the Company held an Extraordinary General Meeting of shareholders, at which holders of 24,824,158 of the Company’s ordinary shares, comprised of the
Company’s Class A ordinary shares, par value $0.0001 per share (“Class A Ordinary Shares”), and the Company’s Class B ordinary shares, par value $0.0001 per share (“Class B Ordinary Shares” and together with the Class A Ordinary Shares, the “Ordinary Shares”) voting together as a class, were
present in person or by proxy, representing approximately 86% of the voting power of the 28,750,000 issued and outstanding Ordinary Shares of the Company entitled to vote at the Extraordinary General Meeting at the close of business on April 17,
2023, which was the record date (the “Record Date”) for the Extraordinary General Meeting. The 28,750,000 Ordinary Shares entitled to vote at the Extraordinary General Meeting were
comprised of 23,000,000 Class A Ordinary Shares and 5,750,000 Class B Ordinary Shares. The Company’s shareholders of record as of the close of business on the Record Date are referred to herein as “Shareholders.”
In connection with the Extension (as defined below), the holders of 18,940,598 Class A Ordinary Shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.51 per share, for an aggregate of
approximately $198,991,853.41 in connection with the Extension. A summary of the voting results at the Extraordinary General Meeting for each of the proposals is set forth below.
Proposal 1
The Shareholders approved, by special resolution, the proposal to amend and restate the Company’s Amended and Restated Memorandum and Articles of Association in the form
set forth in Annex A of the proxy statement to extend the date by which the Company must (1) consummate a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination (an “initial business combination”), (2) cease its operations except for the purpose of winding up if it fails to complete such initial business combination, and (3) redeem all of the Class A Ordinary Shares included
as part of the units sold in the Company’s initial public offering, from May 12, 2023 to November 12, 2023 (the “Extended Date”) and to allow the board of directors of the Company, without
another shareholder vote, to elect to further extend the date to consummate an initial business combination after the Extended Date up to three times, by an additional month each time, upon two days’ advance notice prior to the applicable deadline,
up to February 12, 2024 (the “Extension,” and such proposal, the “Extension Proposal”). The voting results for such proposal
were as follows:
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For
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Against
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Abstain
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23,015,947
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1,808,211
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0
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On May 10, 2023, to effectuate the Extension, the Company filed with the Cayman Islands Registrar of Companies the Second Amended and Restated Memorandum and Articles of
Association of the Company (the “Second A&R Charter”). The foregoing description of the Second A&R Charter does not purport to be complete and is qualified in its entirety by the
terms of the Second A&R Charter, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Proposal 2
The proposal to adjourn the Extraordinary General Meeting to a later date or dates, if necessary or convenient, to permit further solicitation and vote of proxies in the
event that there were insufficient votes for, or otherwise in connection with, the approval of the Extension Proposal, was not presented at the Extraordinary General Meeting, as the Extension Proposal received a sufficient number of votes for
approval.
