The information set forth in Items 1.01,
3.03 and 5.07 of this Current Report on Form 8-K is incorporated herein by reference.
Due to the Company’s inability to
consummate an initial business combination by the Amended Termination Date, the Company intends to redeem all Public Shares not elected
to participate in the Voluntary Redemption (all such redemptions together, the “Post-Amendment Share Redemption”), at a per-share
redemption price of approximately $10.06, and to dissolve and liquidate, each in accordance with the provisions of its Second Amended
and Restated Certificate of Incorporation. The Company expects to complete the Post-Amendment Share Redemption on or around December 29,
2022. Additionally, the last day of trading of the Public Shares is expected to be December 14, 2022.
Following the completion of the Post-Amendment
Share Redemption, the Public Shares will be deemed cancelled and will represent only the right to receive the redemption amount. The Company’s
initial stockholders have waived their redemption rights with respect to its outstanding shares of Class B 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.
The Company expects that NYSE will file a Form
25 with the United States Securities and Exchange Commission (the “SEC”) to delist the Company’s securities. The Company
thereafter expects to file a Form 15 with the SEC to terminate the registration of its securities under the Securities Exchange Act of
1934, as amended.
On December 14, 2022, the Company issued a press
release announcing that the Company intends to redeem all of its Public Shares on or before December 29, 2022 and to subsequently wind
up. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information contained in this Item 8.01 and
the accompanying Exhibit 99.1 are furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of
1933, as amended, nor shall they be deemed incorporated by reference in any filing with the SEC made by the Company, whether made before
or after the date hereof, regardless of any general incorporation language in such filing.
Forward-Looking Statements
Certain
statements included in this Current Report on Form 8-K are “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, that are not historical
facts, including with respect to the Company’s anticipated redemption, liquidation and dissolution, and involve risks and uncertainties
that could cause actual results to differ materially from those expected and projected. Words such as “expect,” “believe,”
“anticipate,” “intend,” “estimate,” “seek,” “future,” “project,”
“anticipate” and variations and similar words and expressions are intended to identify such forward-looking statements. Such
forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information
currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance
and results discussed in the forward-looking statements. For information identifying important factors and risks that could cause actual
results to differ materially from those anticipated in the forward-looking statements, please refer to the Company’s Annual Report
on Form 10-K, Quarterly Reports on Form 10-Q and other documents filed with the SEC. Copies of such filings are available on the SEC’s
website, www.sec.gov.