03/18/2026 | Press release | Distributed by Public on 03/18/2026 14:44
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The disclosure contained in Item 5.07 of this Current Report on Form 8-K is incorporated by reference in this Item 5.03.
Item 5.07 Submission of Matters to a Vote of Security Holders.
OnMarch 12, 2026, the Company held an extraordinary general meeting of shareholders (the "Meeting"). At the Meeting, the following proposals were considered and acted upon by the shareholders of the Company:
(a) a proposal to amend by special resolution the Company's amended and restated memorandum and articles of association, as amended prior to the date hereof (the "M&A"), to extend the date by which the Company has to consummate an initial business combination from March 16, 2026 to September 16, 2026 (or such earlier date as determined by the Company's board of directors (the "Board") in its sole discretion) (the "Extension Amendment Proposal");
(b) a proposal to amend by special resolution the M&A to permit the Board, in its sole discretion, to elect to wind up the Company's operations on an earlier date than September 16, 2026 (including prior to March 16, 2026) (the "Liquidation Amendment Proposal");
(c) a proposal to approve by ordinary resolution 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 | ||
| 2,862,508 | 38,175 | 0 |
Accordingly, the Extension Amendment Proposal was approved.
| 2. | Liquidation Amendment Proposal |
| For | Against | Abstain | ||
| 2,862,508 | 38,175 | 0 |
Accordingly, the Liquidation 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.
In connection with the Meeting, shareholders holding 5,015 Class A ordinary shares exercised their rights to redeem such shares for a pro rata portion of the funds in the Trust Account, including 4,925 shares that were redeemed in connection with both the Meeting and the extraordinary general meeting of shareholders held by the Company on December 8, 2025 to approve, among other things, its initial business combination. The final per share redemption amount is currently being calculated. The Company has estimated it to be approximately $12.91 per share and will file an amended Current Report on Form 8-K to disclose the final amount if it is materially different from the estimated amount. As a result, the Company expects that approximately $64,743.65 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 March 12, 2026. A copy of the Charter Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference.