Exhibit 10.1

    

    

    AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT

    

    

    THIS AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment Agreement”), dated as of
        December 12, 2022, is made by and between KKR Acquisition Holdings I Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited
        purpose trust company (the “Trustee”).

    

    

    WHEREAS, the parties hereto are parties to that certain Investment Management Trust Agreement dated as of March 19, 2021 (the “Trust Agreement”);

     

    WHEREAS, Section 1(i) of the Trust Agreement sets forth the terms
        that govern the liquidation of the Trust Account established for the benefit of the Company and the Public Stockholders under the
          circumstances described therein;

    

    

    WHEREAS, Section 6(d) of the Trust Agreement provides that Section 1(i) of the Trust Agreement may only be changed, amended or
      modified with the affirmative vote of at least sixty five percent (65%) of the then outstanding shares of Common Stock and Class B common stock, voting together as a single class;

    

    

    WHEREAS, pursuant to a special meeting of the stockholders of the Company held on the date hereof, at least sixty five percent (65%)
      of the then outstanding shares of Common Stock and Class B common stock, voting together as a single class, voted affirmatively to approve (i) this Amendment Agreement and (ii) a corresponding amendment to the Company’s amended and restated
      certificate of incorporation (the “Charter Amendment”); and

    

    

    WHEREAS, each of the Company and the Trustee desires to amend the Trust Agreement as provided herein concurrently with the
      effectiveness of the Charter Amendment.

    

    

    NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt
      and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

    

    

    1.    Definitions.   Capitalized terms contained in this Amendment
      Agreement, but not specifically defined herein, shall have the meanings ascribed to such terms in the Trust Agreement.

    

    

    2.    Amendments to the Trust Agreement.

    

    

    (a) Effective as of the execution hereof, Section 1(i) of the Trust Agreement is hereby amended and restated in its entirety as
      follows:

    

    

    “Commence liquidation of
        the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company (“Termination Letter”)
        in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer, President, Executive Vice President, Vice President,
        Secretary or Chairman of the board of directors of the Company (the “Board”) or other authorized officer of the Company, and complete the liquidation of the
        Trust Account and distribute the Property in the Trust Account, including interest not previously released to the Company to pay its franchise and income taxes (less up to $100,000 of interest that may be released to the Company to pay dissolution
        expenses), only as directed in the Termination Letter and the other documents referred to therein, or (y) upon the date which is, the later of (1) December 19, 2023 (or such earlier date as determined by the Board and included in a public
        announcement (as defined in the Corporation’s Bylaws)) and (2) such later date as may be approved by the Company’s stockholders in accordance with the Company’s amended and restated certificate of incorporation if a Termination Letter has not been
        received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest
        not previously released to the Company to pay its franchise and income taxes (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses) shall be distributed to the Public Stockholders of record as of such
        date;” and

     

    
      
        


    

    
    (b) Effective as of the execution hereof, Exhibit B of the Trust Agreement is hereby amended and restated, in the form attached
      hereto, to implement a corresponding change to the foregoing amendment to Section 1(i) of the Trust Agreement.

    

    

    3.    No Further Amendment.   The parties hereto agree that
        except as provided in this Amendment Agreement, the Trust Agreement shall continue unmodified, in full force and effect and constitute legal and binding obligations of the parties thereto in accordance with its terms. This Amendment Agreement forms
        an integral and inseparable part of the Trust Agreement. This Amendment Agreement is
        intended to be in full compliance with the requirements for an amendment to the Trust Agreement as required by Section 6(c) and Section 6(d) of the Trust Agreement, and any defect in fulfilling such requirements for an effective amendment to the
        Trust Agreement is hereby ratified, intentionally waived and relinquished by all parties hereto.

    

    

    4.    References.

    

    

    (a)   All references to the “Trust Agreement” (including “hereof,” “herein,” “hereunder,” “hereby” and “this Agreement”) in the
      Trust Agreement shall refer to the Trust Agreement as amended by this Amendment Agreement; and

    

    

    (b)   All references to the “amended and restated certificate of incorporation” in the Trust Agreement shall mean the Company’s
      amended and restated certificate of incorporation as amended by the Charter Amendment.

    

    

    5.    Governing Law.    This Amendment Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that
          would result in the application of the substantive laws of another jurisdiction.

    

    

    6.    Counterparts.   This Amendment Agreement may be executed in any
      number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. Delivery of a signed counterpart of this Amendment Agreement by electronic transmission shall
      constitute valid and sufficient delivery thereof.

    

    

    [Signature Page Follows]

     

    
      2

      
        


    

    IN WITNESS WHEREOF, the
        parties have duly executed this Amendment Agreement as of the date first written above.

     

    	 	
            CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee

          
	 	 
	 	
            By:

          	
            /s/ Francis Wolf

          	 
	 	 	
            Name:

          	
            Francis Wolf

          	 
	 	 	
            Title:

          	
            Vice President

          	 
	 	 
	 	
            KKR ACQUISITION HOLDINGS I CORP.

          
	 	 
	 	
            By:

          	
            /s/ Glenn Murphy

          	 
	 	 	
            Name:

          	
            Glenn Murphy

          	 
	 	 	
            Title:

          	
            Chief Executive Officer

          	 


    

    

    
      3

      
        


    

    EXHIBIT B

     

    [Letterhead of Company]

    [Insert date]

     

    Continental Stock Transfer & Trust Company

    1 State Street, 30th Floor

    New York, New York 10004

    Attn: Francis Wolf and Celeste Gonzalez

     

    	

          	Re:	
            Trust Account – Termination Letter

          


     

    Mr. Wolf and Ms. Gonzalez:

     

    Pursuant to Section 1(i) of the Investment Management Trust Agreement between KKR Acquisition Holdings I Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of March
      19, 2021 (as amended, the “Trust Agreement”), this is to advise you that the Company did not effect a business combination with a Target Business (the “Business Combination”) within the time frame specified in the Company’s amended and restated certificate of incorporation (as amended, the “Charter”), as described in the Company’s Prospectus relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in
      the Trust Agreement.

     

    In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and transfer the
      total proceeds into a segregated account held by you on behalf of the Beneficiaries to await distribution to the Public Stockholders. The Company has selected [____________________, 20_]1 as the effective date for the purpose of
      determining when the Public Stockholders will be entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the
      Company’s Public Stockholders in accordance with the terms of the Trust Agreement and the Company’s Charter. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust
      Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i) of the Trust Agreement.

     

    	 	
            Very truly yours,

          	 
	 	 	 
	 	
            KKR Acquisition Holdings I Corp.

          	 
	 	 	 	 
	 	
            By:

          	 	 
	 	 	
            Name:

          	 	 
	 	 	
            Title:

          	 	 


    

    

    cc: Citigroup Global Markets Inc.

     

    
      


    1 December 19, 2023 or at a later date, if extended, unless an earlier date is determined by the Company’s Board of Directors.