Item 5.07 Submission of Matters to a Vote of Security Holders.
On January 18, 2023, the Company
held an extraordinary general meeting of shareholders (the “Meeting”). At the Meeting, the following proposal were
considered and acted upon by the shareholders of the Company:
(a) a proposal to amend the
Company’s second amended and restated memorandum and articles of association (the “Charter Amendment”) to extend
the date by which the Company has to consummate an initial business combination from January 21, 2023 to October 21, 2023 (the “Extension
Amendment Proposal”);
(b) a proposal to amend the
Company’s second amended and restated memorandum and articles of association to permit the Board, in its sole discretion, to elect
to wind up the Company’s operations on an earlier date than October 21, 2023 (the “Liquidation Amendment Proposal”);
(c) a proposal to amend the
Company’s Trust Agreement, to extend the date by which the Company would be required to consummate a business combination from January
21, 2023 to October 21, 2023, or such earlier date as determined by the Board, in its sole discretion (the “Trust Amendment Proposal”);
and
(d) a
proposal to approve the adjournment of the Meeting to a later date or dates, if necessary, to permit further solicitation and vote of
proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any of the foregoing proposals
(the “Adjournment Proposal”).
The
number of votes cast for or against, as well as the number of abstentions as to each proposal, are set forth below.
| 1. | Extension Amendment Proposal |
| For |
|
Against |
|
Abstain |
| 7,676,088 |
|
1,836,386 |
|
0 |
Accordingly,
the Extension Amendment Proposal was approved.
| 2. | Liquidation Amendment Proposal |
| For |
|
Against |
|
Abstain |
| 7,676,088 |
|
1,836,386 |
|
0 |
Accordingly,
the Liquidation Amendment Proposal was approved.
| 3. | Trust Amendment Proposal |
| For |
|
Against |
|
Abstain |
| 7,676,088 |
|
1,836,386 |
|
0 |
Accordingly,
the Trust Amendment Proposal was approved.
As
there were sufficient votes at the time of the Meeting to approve each of the above proposals, the Adjournment Proposal, which had been
previously voted on by proxy, was not presented to shareholders at the Meeting.
Shareholders
holding 7,623,698 shares of the Company’s ordinary shares exercised their right to redeem such shares for a pro rata portion of
the funds in the Company’s Trust Account. As a result, $78,324,475.94 (approximately $10.27 per share) will be removed from the
Trust Account to pay such holders.
The
Company filed the Charter Amendment with the Cayman Islands Registrar of Companies on January 19, 2023. A copy of the Charter Amendment
is attached hereto as Exhibit 3.1, and is incorporated by reference.