| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
Special Meeting
On March 3, 2023, the Company, held the Special
Meeting in person, at which holders of 4,344,530 ordinary shares, comprised of 32,030 shares of Class A common stock, par value $0.0001
per share, of the Company (“Class A Common Stock”), and 4,312,500 shares of Class B common stock, par value $0.0001 per share,
of the Company (“Class B Common Stock”, collectively with the Class A Common Stock, the “Common Stock”), were
present in person or by proxy, representing approximately 99.33% of the voting power of the 4,373,832 issued and outstanding shares of
the Company’s Common Stock, comprised of (i) 61,332 shares of Class A Common Stock and (ii) 4,312,500 shares of Class B Common Stock,
entitled to vote at the Special Meeting at the close of business on February 8, 2023, which was the record date (the “Record Date”)
for the Special Meeting. The Company’s stockholders of record as of the close of business on the Record Date are referred to herein
as “Stockholders.”
Proposal 1
The Stockholders approved, by special resolution,
the proposal to amend the Company’s Certificate of Incorporation to change the date by which the Company must either (i) consummate
a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Company
with one or more businesses, which we refer to as our “initial Business Combination”, or (ii) cease all operations, except
for the purpose of winding up, if it fails to complete such initial Business Combination, and redeem all of the Company’s shares
of Class A Common Stock, included as part of the units sold in the Company’s initial public offering that was consummated on November
2, 2021, (the “IPO”), whether such shares were purchased in the IPO or in the secondary market following the IPO (including
shares sold pursuant to the underwriters’ over-allotment option), from August 2, 2023 to March 7, 2023 (the “Liquidation Amendment”).
The voting results for such proposal were as follows:
| For | | |
Against | | |
Abstain | | |
Broker Non-Votes | |
| | 4,344,509 | | |
| 21 | | |
| 0 | | |
| 0 | |
On March
7, 2023, to effectuate the Liquidation Amendment, the board of directors of the Company filed with the Secretary of State of the State
of Delaware the Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company (the “Charter Amendment”).
The foregoing description of the Charter Amendment does not purport to be complete and is qualified in its entirety by the terms of the
Charter Amendment, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Proposal
2
The
proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in
the event that there were insufficient votes for, or otherwise in connection with, the Liquidation Amendment, was not presented at the
Special Meeting, as the Liquidation Amendment received a sufficient number of votes required for approval.