Material Event Form 8 K

Item 8.01. Other Events.

Redemption of Shares

As previously disclosed, following the notice provided by the Definitive Proxy filed on Schedule 14A on July 15, 2024 (the "Proxy Statement") with the Securities and Exchange Commission ("SEC"), at the Extraordinary General Meeting held on August 2, 2024 (the "Meeting"), the shareholders of the Company approved by special resolution the proposal (the "Extension Amendment Proposal") for the Company to amend the Amended and Restated Memorandum and Articles of Association, as amended (the "Existing Charter") of the Company (the "Extension Amendment") to extend the current termination date of the Existing Charter by which the Company must (i) consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more businesses, which we refer to as an "initial business combination", or (ii) cease its operations if it fails to complete such initial business combination and redeem or repurchase 100% of the Company's Class A ordinary shares included as part of the units sold in the Company's initial public offering with such registration statement effective July 29, 2021 and consummated on August 3, 2021 (the "IPO"), from August 3, 2024 (the "Termination Date") to August 3, 2025 (the "Extended Date"), in a series of up to twelve (12) one-month extensions (each, an "Extension"), unless the closing of the Company's initial business combination shall have occurred; provided that (i) J. Streicher Holdings, LLC, a Delaware limited liability company, the Company's sponsor (the "Sponsor") (or its affiliates or permitted designees), will deposit into the Company's trust account ("Trust Account"), the lesser of (x) $75,000 or (y) $0.025 per share for each public share outstanding as of the last day of the immediately preceding Extension for each such Extension, or the next business day if such last day is not a business day for each such one-month Extension ((x) or (y), as applicable, the "Extension Payment"), and (ii) the procedures relating to any such Extension, as set forth in the Investment Management Trust Agreement, dated as of July 29, 2021 (the "Trust Agreement"), by and between the Company and Continental Stock Transfer & Trust Company (the "Trustee"), shall have been complied with. In connection with voting on the Extension Amendment Proposal at the Meeting, holders of 5,932,780 Class A ordinary shares (the "Redeeming Shareholders") exercised the right to redeem such shares for cash at an approximate price of $11.15 per share, for an aggregate of approximately $66,150,497.00 (the "Redemptions"). The Company currently plans to cause the past extension payments due for each extension from May-June, June-July and July-August of 2024 ("Extensions Due"), previously disclosed in the Proxy Statement, to be paid prior to instructing the Trustee to distribute the Redemptions from the Company's Trust Account.

The Company's Sponsor is securing funding to pay the Extensions Due into the Company's Trust Account, and then the Company expects to pay the Redemptions to the Redeeming Shareholders within the next seven to ten business days.

The Company will provide an updated Current Report on Form 8-K for the final price per share and aggregate total of the Redemptions based on the Company's Trust Account including the Extensions Due as of the record date. Following the payment of the Extensions Due and the payment to the Redeeming Shareholders of the consideration for the Redemptions, the Company will provide the updated Trust Account balance.

No Offer or Solicitation

This Current Report on Form 8-K (this "Filing") is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Company's initial business combination and shall not constitute an offer to sell or a solicitation of an offer to buy any securities nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or exemptions therefrom.