Item 8.01 Other Events.
Due to the Company not completing a business combination
by December 11, 2022, as required by the Company’s Amended and Restated Memorandum and Articles of Association, following December
11, 2022, the Company will as promptly as possible, but not more than ten business days thereafter, redeem (the “Redemption”)
100% of the Company’s issued and outstanding Class A ordinary shares, par value $0.0001 per share (the “Public Shares”).
The Redemption is expected to be completed on or about December 16, 2022 (the “Redemption Date”). In the Redemption, funds
held in the Company’s trust account, less $100,000 of interest to pay dissolution expenses and net of taxes payable, will be distributed
to each holder of Public Shares on a pro rata basis (such amount, the “Redemption Amount”). Based upon the amount held in
the trust account as of September 30, 2022, which was $74,951,728, the Company estimates that the per-share Redemption Amount will be
approximately $10.03. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which
will expire worthless upon the liquidation of the Company.
The Company’s Public Shares, as well as
the Company’s publicly traded units and warrants, ceased trading on the New York Stock Exchange LLC on November 28, 2022. On the
Redemption Date, the Public Shares will be deemed cancelled and will represent only the right to receive the Redemption Amount. The New
York Stock Exchange filed a Form 25 with the United States Securities and Exchange Commission (the “Commission”) on November
28, 2022 to delist the Company’s securities. The Company will file a Form 15 with the Commission to terminate the registration of
its securities under the Securities Exchange Act of 1934, as amended.
Beneficial owners of the Public Shares held in
“street name,” will not need to take any action in order to receive their pro rata portion of the Redemption Amount. Holders
of registered Public Shares will need to present their respective share certificates to the Company’s transfer agent, Continental
Stock Transfer & Trust Company, to receive their pro rata portion of the Redemption Amount.
Forward Looking Statements
This report
may include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact included in this
report are forward-looking statements. When used in this report, words such as “may,” “should,” “could,”
“would,” “anticipate,” “seek,” “believe,” “estimate,” “expect,”
“intend” and similar expressions, as they relate to the Company or its management team, identify forward-looking statements.
Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available
to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as
a result of certain factors detailed in the Company’s filings with the SEC. All subsequent written or oral forward-looking statements
attributable to the Company or persons acting on its behalf are qualified in their entirety by this paragraph. Forward-looking statements
are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors
section of the Company’s Annual Report on Form 10-K filed with the SEC on March 1, 2022 and Quarterly Report on Form 10-Q filed
with the SEC on November 23, 2022, and as those may be further amended and/or supplemented in subsequent filings with the SEC. Copies
of such filings are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements
for revisions or changes after the date of this report, except as required by law.