As previously disclosed, on October 14, 2022, the Company entered
into a non-binding letter of intent, as amended on each of October 13, 2022, November 9, 2022, and December 9, 2022 (the “LOI”) with Metavisio (d/b/a Thomson Computing) (“Metavisio”), a French company specializing in building, marketing, and selling laptops, whose securities are listed on
Euronext Growth in Paris, with respect to a proposed business combination transaction. On December 23, 2022, the Company and Metavisio mutually terminated the LOI.
The Board has elected to abandon and not implement the Extension, because despite significant efforts to identify and complete an initial business
combination, the Board does not believe that the Company will be able to complete an initial business combination on favorable terms even with the Extension. In making its decision, the Board has
carefully considered the costs, benefits, and risks of prolonging the Company’s life, including the current adverse market conditions and increased regulatory uncertainty around SPACs.
As a result, the Company intends to dissolve and liquidate in accordance with the provisions of its Amended and Restated Certificate
of Incorporation and will redeem all of the shares of outstanding common stock that were included in the units issued in its initial public offering (the “Public Shares”). As of the date of this report, the per-share redemption price is being calculated by Continental Stock Transfer & Trust Company (“Continental”), the transfer agent and trustee of the Company. The Company expects to file a Current Report on Form 8-K to announce such information as soon as possible.
As of the close of business on December 27, 2022, the Public Shares will be deemed cancelled and will represent only the right to
receive the redemption amount.
In order to provide for the disbursement of funds from the trust
account, the Company has instructed the trustee of the trust account to take all necessary actions to immediately liquidate the trust account. The proceeds of the trust account will be held in a non-interest bearing account while awaiting
disbursement to the holders of the Public Shares. Record holders may redeem their shares for their pro rata portion of the proceeds of the trust account by delivering their Public Shares to Continental. Beneficial owners of Public Shares held in “street name,”
however, will not need to take any action in order to receive the redemption amount. The redemption of the Public Shares is expected to be completed on or around December 27, 2022.
The Company’s initial stockholders have waived their redemption rights with respect to its outstanding common stock issued prior to
the Company’s initial public offering.
There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless.
On December 23, 2022, the Company issued a press release announcing (1) the mutual termination of the LOI by the Company and Metavisio, and (2) that the Company intends to dissolve and liquidate in accordance with the provisions of its Amended and Restated Certificate of Incorporation and will redeem all of its Public Shares. A copy of
the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.