NOTE 10. SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

On February 21, 2023, the Company held an extraordinary general meeting of shareholders (the “Extension Meeting”), to (i) amend the Company’s amended and restated memorandum and articles of association (the “Articles Amendment”) to extend the date by which the Company has to consummate a business combination from February 23 2023 to August 23, 2023 (such proposal, the “Extension Amendment Proposal”) and (ii) remove the limitation that the Company may not redeem public shares to the extent that such redemption would result in the Company having net tangible assets, as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended, of less than $5,000,001 (the “Redemption Limitation Amendment Proposal”). The shareholders of the Company approved the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal at the Extension Meeting and on February 23, 2023, the Company filed the Articles Amendment with the Cayman Islands Registrar of Companies.

In connection with the vote to approve the Articles Amendment, the holders of 32,295,189 Class A ordinary shares of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.19 per share, for an aggregate redemption amount of approximately $329,166,606.

On March 9, 2023, Constantin Eis voluntarily resigned, effective as of March 15, 2023, as the Chief Financial Officer of the Company. Mr. Eis resigned in order to pursue other opportunities and not due to any disagreement with the Company on any matter relating to its operations, policies or practices. Mr. Eis will continue to serve as a Director of the Company. Also, on March 9, 2023, the Board of Directors of the Company appointed Philip Krim as Chief Financial Officer of the Company.

Non-Redemption Agreements

In connection with the extraordinary general meeting of shareholders (the “Extension Meeting”) of the Company, to extend the date by which the Company has to consummate a business combination (the “Articles Extension”) from February 23, 2023 to August 23, 2023, the Company and the Sponsor, entered into non-redemption agreements (the “Non-Redemption Agreements”) with several unaffiliated third parties, pursuant to which such third parties agreed not to redeem (or to validly rescind any redemption requests on) an aggregate of 1,900,000 Class A ordinary shares of the Company (“Non-Redeemed Shares”) in connection with the Articles Extension. In exchange for the foregoing commitments not to redeem such Class A ordinary shares, the Sponsor agreed to transfer an aggregate of 475,000 Class B ordinary shares of the Company held by the Sponsor to such third parties immediately following consummation of an initial business combination if they continued to hold such Non-Redeemed Shares through the Extension Meeting. The Non-Redemption Agreements increased the amount of funds that remain in the Company’s trust account following the Extension Meeting.