--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-022439" form_type: "8-K" ticker: null cik: "0001860482" company_name: "Talon 1 Acquisition Corp" filed_at: "2023-02-02T23:59:59+00:00" generated_at: "2026-06-20T02:42:54.684655+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.55 calibrated_materiality_score: 0.55 confidence: "high" source: SEC EDGAR --- # Talon 1 Acquisition Corp. extends deadline to Nov 8, 2023; $138.6M redeemed ## Summary - Shareholders approved up to nine monthly extensions to November 8, 2023 for business combination. - 13.3M Class A shares redeemed at ~$10.41/share, total ~$138.6M withdrawn from trust. - Remaining trust balance approximately $100.8M after redemptions, before extension payments. - Sponsor committed up to $4M promissory note; up to $1.5M convertible into warrants at $1.00/warrant. - Monthly extension deposits of $330,000 required for each one-month extension exercised. ## SEC filing metadata - accession: 0001193125-23-022439 - form_type: 8-K - cik: 0001860482 - company_name: Talon 1 Acquisition Corp - filed_at: 2023-02-02T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.55 - calibrated_materiality_score: 0.55 - confidence: high - sec_items: 1.01, 2.03, 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1860482/000119312523022439/0001193125-23-022439-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1860482/000119312523022439/d435549d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-022439 - JSON: https://secwatch.observer/filing/0001193125-23-022439.json - Plain text: https://secwatch.observer/filing/0001193125-23-022439.txt ## Key facts - Debt Financings Talon 1 Acquisition Corp incurred loan of up to US$4,000,000 with AVi8 Acquisition LLC (Sponsor) at does not bear interest maturing In the event that the Company does not consummate a business combination, the Note will be repaid only from amounts remaining outside of the Company's trust acc. - Instrument: loan - Principal: up to US$4,000,000 - Counterparty: AVi8 Acquisition LLC (Sponsor) - Rate: does not bear interest - Maturity: In the event that the Company does not consummate a business combination, the Note will be repaid only from amounts remaining outside of the Company's trust acc - Event: incurrence source text: In connection with the Trust Agreement Amendment, AVi8 Acquisition LLC (the "Sponsor") has agreed to make available to the Company an aggregate amount of up to US$4,000,000 pursuant to a promissory note in favor of the Sponsor (the "Note"). evidence_url: https://www.sec.gov/Archives/edgar/data/1860482/000119312523022439/0001193125-23-022439-index.htm - Governance Changes Talon 1 Acquisition Corp: Approved an amendment to the Amended and Restated Memorandum and Articles of Association to extend the deadline to consummate a business combination from February 8, 2023 up to November 8, 2023, through up to nine one-month extensions (effective 2023-02-02). - Change: charter amendment - Effective: 2023-02-02 source text: At the Extraordinary General Meeting, the shareholders of the Company approved an amendment (the “Charter Amendment”) to the Company’s Amended and Restated Memorandum and Articles of Association to extend the date by which the Company must consummate an initial business combination up to nine (9) times for an additional one (1) month each time from February 8, 2023 to November 8, 2023 (which is 24 months from the closing of the Company’s initial public offering). Under Cayman Islands law, the Charter Amendment took effect upon approval by the shareholders. evidence_url: https://www.sec.gov/Archives/edgar/data/1860482/000119312523022439/0001193125-23-022439-index.htm - Material Agreements Talon 1 Acquisition Corp amended Trust Agreement Amendment with Continental Stock Transfer & Trust Company, LLC valued at $330,000 (effective 2023-01-27). - Action: amendment - Counterparty: Continental Stock Transfer & Trust Company, LLC - Value: $330,000 - Effective: 2023-01-27 source text: At the Extraordinary General Meeting, the shareholders of the Company approved the amendment to the Company’s investment management trust agreement, dated as of November 3, 2021, by and between the Company and Continental Stock Transfer & Trust Company, LLC (the “Trust Agreement Amendment”). Pursuant to the Trust Agreement Amendment, the Company will deposit into the Company’s trust account (the “Trust Account”), for each one-month extension, $330,000. evidence_url: https://www.sec.gov/Archives/edgar/data/1860482/000119312523022439/0001193125-23-022439-index.htm - Shareholder Votes Talon 1 Acquisition Corp shareholders approved Trust Amendment Proposal to amend the trust agreement. - Outcome: passed source text: The following is a tabulation of the votes with respect to the Trust Amendment Proposal, which was approved by the Company’s shareholders: Ordinary Shares Votes For Ordinary Shares Votes Against Ordinary Shares Abstentions 23,187,925 956,104 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1860482/000119312523022439/0001193125-23-022439-index.htm - Shareholder Votes Talon 1 Acquisition Corp shareholders approved Extension Amendment Proposal to amend the charter to extend the business combination deadline. - Proposal: charter amendment - Outcome: passed source text: The following is a tabulation of the votes with respect to the Extension Amendment Proposal, which was approved by the Company’s shareholders: Ordinary Shares Votes For Ordinary Shares Votes Against Ordinary Shares Abstentions 23,187,925 956,104 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1860482/000119312523022439/0001193125-23-022439-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.