Item 8.01 Other Events.
The
Company will be holding a special shareholder meeting in lieu of the 2020 annual meeting of shareholders on April 23, 2021 (the “Special
Meeting”) to, among other things, extend the date by which the Company must complete its initial business combination from
April 26, 2021 to October 26, 2021 or such earlier date as determined by the Board (the “Extension”).
On
April 15, 2021, the Company announced that it has agreed that if the Extension is approved, for the aggregate public shares that are not
redeemed by the Company’s shareholders in connection with the Extension (collectively, the “Remaining Shares”,
each, a “Remaining Share”), for each monthly period, or portion thereof, that is needed by the Company to complete
an initial business combination during the Extension, it will deposit $0.06 per Remaining Share. If no shares are redeemed, the monthly
payment to the trust account as additional interest will be $84,808.80, based on a commitment from its sponsor (the “Cash
Contribution”).
The
per-share pro rata portion of the trust account on March 18, 2021 (the “Record Date”) after taking into account
taxes owed but not paid by such date (which is expected to be the same approximate amount two business days prior to the meeting) was
approximately $10.97. If the Extension is approved and the Company takes the full six months to complete its initial business combination,
the redemption amount per share at the meeting for such business combination or the Company’s subsequent liquidation will be approximately
$11.33, in comparison to the current redemption amount of $10.97 (solely based on redemption price as of the current Record Date).
Additional Information
The
Company has filed with the U.S. Securities and Exchange Commission (the “SEC”) a definitive proxy statement
in connection with the Extension and other matters and, on or about March 26, 2021, mailed the definitive proxy statement and other relevant
documents to the Company’s shareholders as of the March 18, 2021 record date for the Special Meeting. The Company’s shareholders
and other interested persons are advised to read the definitive proxy statement and any other relevant documents (including a supplement
to the definitive proxy statement) that have been or will be filed with the SEC in connection with the Company’s solicitation of
proxies for the Special Meeting because these documents will contain important information about the Company, the Cash Contribution, the
Extension and related matters. Shareholders may also obtain a free copy of the definitive proxy statement, as well as other relevant documents
that have been or will be filed with the SEC (including a supplement to the definitive proxy statement), without charge, at the SEC's
website located at www.sec.gov or by directing a request to Advantage Proxy, Inc., the Company’s proxy solicitor, at (877) 870-8556
(banks and brokers can call collect at (206) 870-8565) or at ksmith@advantageproxy.com .
Participants in the
Solicitation
The
Company and its directors and executive officers may be deemed to be participants in the solicitations of proxies from the Company’s
shareholders in respect of the Extension and the other matters set forth in the definitive proxy statement. Information regarding the
Company’s directors and executive officers and a description of their direct and indirect interests, by security holdings or otherwise,
is contained in the Company’s definitive proxy statement for the Extension, which has been filed with the SEC.
Forward-Looking Statements
This
Current Report on Form 8-K may include forward-looking statements within the meaning of the “safe harbor” provisions of the
Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, included in this Current
Report on Form 8-K that address activities, events or developments that the Company expects or anticipates will or may occur in the future
are forward-looking statements and are identified with, but not limited to, words such as “may,” “believe” and
“expect.” These statements are based on certain assumptions and analyses made by the Company in light of its experience and
its perception of historical trends, current conditions and expected future developments as well as other factors it believes are appropriate
in the circumstances. Actual results may differ materially from those expressed herein due to many factors such as, but not limited to,
the ability of the Company to obtain shareholder approval for the Extension and related matters, the ability of the Sponsor to make the
Cash Contribution, the ability of the Company to consummate an initial business combination, and the risks identified in the Company’s
prior and future filings with the SEC (available at www.sec.gov), including the Company's definitive proxy statement filed in connection
with the Extension (and the supplement to the definitive proxy statement that the Company intends to file on April 15, 2021) and the Company's
Annual Report on Form 10-K filed on April 6, 2021. These statements speak only as of the date they are made and the Company undertakes
no obligation to update any forward-looking statements contained herein to reflect events or circumstances which arise after the date
of this Current Report on Form 8-K.