Preliminary Revised Proxy Statement (Form PRER14A)
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. 1)
Filed by the Registrant x
Filed by a Party other than the Registrant ¨
Check the appropriate box:
| x | Preliminary Proxy Statement |
| ¨ | Confidential, for the use of the Commission only (as permitted by Rule 14a-6(e)(2)) |
| ¨ | Definitive Proxy Statement |
| ¨ | Definitive Additional Materials |
| ¨ | Soliciting Material Pursuant to §240.14a-12 |
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NOTICE OF SPECIAL MEETING
TO BE HELD
TO THE STOCKHOLDERS OF
On behalf of the Board of Directors of
The Special Meeting will be a virtual meeting only and will be held via a videoconference. Stockholders will not be able to physically attend the meeting. The virtual meeting can be accessed by using the following link:
https://web.lumiconnect.com/285796129
The password for the videoconference is: wavs2025
We are first mailing these materials to our stockholders on or about [TBD].
As discussed in the enclosed Proxy Statement, the purpose of the Special Meeting is to consider and vote upon the following proposals:
| (i) | Proposal 1 - A proposal to amend the Company's Certificate of Incorporation (the "Charter"), to extend the date by which the Company has to consummate a business combination (the "Charter Amendment"), such extension for an additional three (3)-month period (the "Extension"), from |
| (ii) | Proposal 2 - A proposal to amend the Company's investment management trust agreement, dated as of |
| (iii) | Proposal 3 - A proposal to direct the chairman of the Special Meeting to adjouthe Special Meeting to a later date or dates (the "Adjournment"), if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve the foregoing proposals (we refer to this proposal as the "Adjournment Proposal"). |
The purpose of the Charter Amendment Proposal and the Trust Amendment Proposal is to allow the Company additional time to complete the proposed business combination (the "Proposed Business Combination") or any potential alternative initial business combination. The Company's prospectus for its initial public offering ("IPO") and its Charter provided that the Company has until
If the Charter Amendment Proposal and the Trust Amendment Proposal are approved, the Company would have an additional three months after the Extended Termination Date to consummate the Proposed Business Combination or any potential alternative initial business combination, until
Upon the closing of the Company's IPO, approximately
The Board has fixed the close of business on
Each of the Charter Amendment Proposal, the Trust Amendment Proposal and the Adjournment Proposal is more fully described in the accompanying Proxy Statement.
The purpose of the Charter Amendment Proposal and the Trust Amendment Proposal is to allow the Company more time to complete its proposed business combination.
On
The original Merger Agreement provided that the Company would acquire all of the outstanding equity interests of Cycurion in exchange for an aggregate of 9,500,000 shares of the Company Common Stock, par value
In order to obtain the initial extension, the Company deposited into the Trust account
Background
The Company was incorporated in
If the Company were unable to consummate the Proposed Business Combination within such period (or as extended as described herein), it would (i) cease all operations except for the purpose of winding up and (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding shares of common stock, at a per-share of common stock price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest not previously released to the Company (net of taxes payable), divided by the number of then-outstanding shares of common stock, which redemption will completely extinguish public stockholders' rights as holders of shares of common stock (including the right to receive further liquidation distributions, if any), subject to applicable law. Public stockholders will also forfeit the Warrants included in the units sold in the IPO. As promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Board, the Company would dissolve and liquidate, subject to its obligations under
The Company and the other parties to the Merger Agreement are working toward satisfaction of the conditions to complete the Proposed Business Combination and finalize the Proposed Business Combination Registration Statement relating to the transaction, but have determined that there will not be sufficient time before
Notwithstanding the foregoing, the Company may decide not to extend the Current Termination Date of
You are not being asked to vote on any business combination at this time. If the Charter Amendment Proposal the Trust Amendment Proposal is implemented and you do not elect to redeem your public shares now, you will retain the right to vote on a proposed business combination when it is submitted to stockholders and the right to redeem your public shares into a pro rata portion of the Trust Account in the event a business combination is approved and completed or the Company has not consummated the Proposed Business Combination by the Extended Termination Date.
If the Company's board of directors determines that the Company will not be able to consummate the Proposed Business Combination by the Extended Termination Date, the Company would then look to wind-up the Company's affairs and redeem 100% of the outstanding public shares, unless the Extended Termination Date is further extended.
In connection with the Charter Amendment Proposal, public stockholders may elect (the "Election") to redeem their shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Company to pay franchise and income taxes, divided by the number of then outstanding public shares, regardless of whether such public stockholders vote "FOR" or "AGAINST" the Charter Amendment Proposal, the Trust Amendment Proposal and the Adjournment, and an Election can also be made by public stockholders who do not vote, or do not instruct their broker or bank how to vote, at the Special Meeting. Public stockholders may make an Election regardless of whether such public stockholders were holders as of the record date. If the Charter Amendment Proposal and the Trust Amendment Proposal are approved by the requisite vote of stockholders, the remaining holders of public shares will retain their right to redeem their public shares when the proposed business combination is submitted to the stockholders, subject to any limitations set forth in our Charter, as amended by the Charter Amendment Proposal and the Trust Amendment Proposal. Each redemption of shares by our public stockholders will decrease the amount in our Trust Account, which held approximately
To exercise your redemption rights, you must tender your shares to the Company's transfer agent at least two business days prior to the Special Meeting (or
As of
If the Charter Amendment Proposal, the Trust Amendment Proposal, and the Adjournment proposals are approved, and we do not consummate a business combination by
Subject to the foregoing, the affirmative vote of at least 65% of the Company's outstanding common stock, including the Founder Shares and the Private Placement Shares, will be required to approve the Charter Amendment Proposal and the Trust Amendment Proposal. The approval of the Charter Amendment Proposal and the Trust Amendment Proposal are essential to the implementation of our board's plan to extend the date by which we must consummate the Proposed Business Combination. By virtue of the ownership of the Company's common stock by the Sponsor and A.G.P., the Company's financial advisor, each of whom has agreed to vote in favor of the proposals, all of the proposals will be approved at the Meeting without the vote of the public stockholders. Notwithstanding stockholder approval of the Charter Amendment Proposal and the Trust Amendment Proposal, our board will retain the right to abandon and not implement the Charter Amendment Proposal and the Trust Amendment Proposal at any time without any further action by our stockholders.
Our board has fixed the close of business on
After careful consideration of all relevant factors, the board of directors has determined that each of the proposals are advisable and recommends that you vote or give instruction to vote "FOR" such proposals.
Enclosed is the Proxy Statement containing detailed information concerning the Charter Amendment Proposal, the Trust Amendment Proposal, and the Special Meeting. Whether or not you plan to attend the Special Meeting, we urge you to read this material carefully and vote your shares.
| Sincerely, | ||
| /s/ |
||
|
Chief Executive Officer |
||
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON
To the Stockholders of
NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders (the "Special Meeting") of
The Special Meeting will be a virtual meeting only and will be held via a videoconference. Stockholders will not be able to physically attend the meeting. The virtual meeting can be accessed by using the following link:
https://web.lumiconnect.com/285796129
The password for the videoconference is: wavs2025
These materials were first mailed to our stockholders on or about [TBD].
The purpose of the Special Meeting will be to consider and vote upon the following proposals:
| (1) | a proposal to amend the Company's Certificate of incorporation (the "Charter"), to extend the date by which the Company has to consummate a business combination (the "Charter Amendment"), such extension for an additional three (3)-month period (the "Extension"), from |
| (2) | a proposal to amend the Company's investment management trust agreement, dated as of |
| (3) | a proposal to direct the chairman of the Special Meeting to adjouthe Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve the foregoing proposals (we refer to this proposal as the "Adjournment Proposal"); and |
| (4) | To act on such other matters as may properly come before the Special Meeting or any adjournment or adjournments thereof. |
The Board of Directors has fixed the close of business on
IMPORTANT
IF YOU CANNOT PERSONALLY ATTEND THE SPECIAL MEETING, IT IS REQUESTED THAT YOU INDICATE YOUR VOTE ON THE ISSUES INCLUDED ON THE ENCLOSED PROXY AND DATE, SIGN AND MAIL IT IN THE ENCLOSED SELF-ADDRESSED ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON
PRELIMINARY PROXY STATEMENT
FOR
SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD
FIRST MAILED ON OR ABOUT [TBD]
Date, Time, and Place of the Special Meeting
The enclosed proxy is solicited by the Board of Directors (the "Board") of
The Special Meeting will be a virtual meeting only and will be held via a videoconference. Stockholders will not be able to physically attend the meeting. The virtual meeting can be accessed by using the following link:
https://web.lumiconnect.com/285796129
The password for the videoconference is: wavs2025
We are first mailing these materials to our stockholders on or about [TBD].
The principal executive office of the Company is
Purpose of the Special Meeting
At the Special Meeting, you will be asked to consider and vote upon the following matters:
| (1) | Proposal 1 - A proposal to amend the Company's Certificate of incorporation (the "Charter"), to extend the date by which the Company has to consummate a business combination (the "Charter Amendment"), such extension for an additional three (3)-month period (the "Extension"), from |
| (2) | Proposal 2 - A proposal to amend the Company's investment management trust agreement, dated as of |
| (3) | Proposal 3 - A proposal to direct the chairman of the Special Meeting to adjouthe Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve the foregoing proposal (we refer to this proposal as the "Adjournment Proposal"); and |
| (4) | To act on such other matters as may properly come before the Special Meeting or any adjournment thereof. |
The Company was incorporated in
If the Company were unable to consummate the Proposed Business Combination within such period (or as extended as described herein), it would (i) cease all operations except for the purpose of winding up and (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding shares of common stock, at a per-share of common stock price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest not previously released to the Company (net of taxes payable), divided by the number of then outstanding shares of common stock, which redemption will completely extinguish public stockholders' rights as holders of shares of common stock (including the right to receive further liquidation distributions, if any), subject to applicable law. Public stockholders will also forfeit the Warrants included in the units sold in the IPO. As promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Board, the Company would dissolve and liquidate, subject to its obligations under
The Company and the other parties to the Merger Agreement are working toward satisfaction of the conditions to complete the Proposed Business Combination and finalize the Proposed Business Combination Registration Statement relating to the transaction, but have determined that there will not be sufficient time before
Notwithstanding the foregoing, the Company may decide not to extend the Current Termination Date of
If the Charter Amendment Proposal and the Trust Amendment Proposal are approved, the Company would have up to an additional three months after the Extended Termination Date to consummate the Proposed Business Combination or any potential alternative initial business combination, until
Upon the closing of the Company's IPO, approximately
The Board has fixed the close of business on
On
The original Merger Agreement provided that the Company would acquire all of the outstanding equity interests of Cycurion in exchange for an aggregate of 9,500,000 shares of the Company Common Stock, par value
In accordance with the terms and subject to the conditions of the Merger Agreement, at the effective time of the merger (the "Effective Time"), each share of Cycurion's capital stock or presumed capital stock issued and outstanding immediately prior to the Effective Time shall be cancelled and shall be converted into the right to receive the Per Share Merger Consideration in the amounts relevant to the class or series of equity or presumed equity of Cycurion held as of the consummation of the Proposed Business Combination.
The purpose of the Charter Amendment Proposal and the Trust Amendment Proposal is to allow the Company more time to complete its Proposed Business Combination. The Company's Charter, as amended to date, provides that the Company has only until
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING
These Questions and Answers are only summaries of the matters they discuss. They do not contain all of the information that may be important to you. You should carefully read the entire document, including the annexes to this proxy statement.
Q. What is being voted on?
A. You are being asked to consider and vote upon (x) a proposal to amend the Company's Charter (such amendment, the "Charter Amendment Proposal") and to amend the Investment Management Trust Agreement (the "Trust Amendment Proposal") to allow the Board to extend the date to consummate a business combination from
Q. Why is the Company proposing the Charter Amendment Proposal and the Trust Amendment Proposal?
A. The Company was incorporated in
The Company has identified Cycurion as the potential business combination target company for the Proposed Business Combination (the "Proposed Business Combination"). The Company believes Cycurion is a compelling opportunity for the Company's Proposed Business Combination and is currently in the process of consummating the Proposed Business Combination involving Cycurion. It is not possible to complete the Proposed Business Combination by the extended date because of the need for the Company and Cycurion to obtain additional financing to cover its liquidity needs through the closing of the Business Combination and the combined company post-Business Combination.
The Company believes that given its expenditure of time, effort, and money searching for potential business combination opportunities, the Public Stockholders of the Company should be given an opportunity to consider and vote on the Proposed Business Combination or an alternative initial business combination. We do not believe that we will have sufficient time to consummate the Proposed Business Combination or an alternative initial business combination prior to
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The Board believes that it is in the best interests of the stockholders to continue the Company's existence in order to allow the Company more time to complete the Proposed Business Combination. Accordingly, the Board is proposing the Charter Amendment Proposal and the Trust Amendment Proposal to extend the Company's corporate existence and time to complete the Proposed Business Combination. By virtue of the ownership of the Company's common stock by the Sponsor and A.G.P., the Company's financial advisor, each of whom has agreed to vote in favor of the proposals, all of the proposals will be approved at the Meeting without the vote of the public stockholders.
YOU ARE NOT BEING ASKED TO VOTE ON THE PROPOSED BUSINESS COMBINATION AT THIS TIME. IF THE CHARTER AMENDMENT PROPOSAL IS APPROVED AND THE CHARTER AMENDMENT IS FILED AND YOU DO NOT ELECT TO REDEEM YOUR PUBLIC SHARES NOW, YOU WILL RETAIN THE RIGHT TO VOTE ON THE PROPOSED BUSINESS COMBINATION WHEN IT IS SUBMITTED TO STOCKHOLDERS AND THE RIGHT TO REDEEM YOUR PUBLIC SHARES FOR A PRO RATA PORTION OF THE TRUST ACCOUNT IN THE EVENT THE PROPOSED BUSINESS COMBINATION IS APPROVED AND COMPLETED OR THE COMPANY HAS NOT CONSUMMATED THE PROPOSED BUSINESS COMBINATION BY THE EXTENDED DATE (OR THE ADDITIONAL EXTENSION DATE, IF APPLICABLE).
Q. Why should I vote for the Charter Amendment Proposal and the Trust Amendment Proposal?
A. The Board believes stockholders will benefit from the Company's consummating the Proposed Business Combination and is proposing the Charter Amendment Proposal and the Trust Amendment Proposal to extend the date by which the Company has to complete the Proposed Business Combination. Approval of the Charter Amendment Proposal and the Trust Amendment Proposal would give the Company additional time to complete the Proposed Business Combination or a potential alternative business combination and would allow you as a stockholder the benefit of voting for the Proposed Business Combination or a potential alternative business combination and remaining a stockholder in the post- business combination company, if you desire.
Accordingly, we believe that the Charter Amendment Proposal and the Trust Amendment Proposal is consistent with the spirit in which the Company offered its securities to the public in the IPO.
You will have redemption rights in connection with the Charter Amendment Proposal and the Trust Amendment Proposal.
A. Yes. Under our Charter, the submission of a matter to amend our Charter entitles holders of Public Shares to redeem their shares for their pro rata portion of the funds held in the trust account established at the time of the IPO. Holders of Public Shares do not need to vote against the Charter Amendment Proposal and the Trust Amendment Proposal or be a holder of record on the Record Date to exercise their redemption rights.
If the Charter Amendment Proposal and the Trust Amendment Proposal are approved, with respect to holders' right to redeem, the Company will (i) remove from the trust account an amount (the "Withdrawal Amount") equal to the pro rata portion of funds available in the trust account relating to any Public Shares redeemed by holders in connection with the Charter Amendment Proposal and the Trust Amendment Proposal, if any, and (ii) deliver to the holders of such redeemed Public Shares their pro rata portion of the Withdrawal Amount. The remainder of such funds shall remain in the trust account and be available for use by the Company to complete the Proposed Business Combination or a potential alternative business combination on or before each Extension date, if applicable. Holders of Public Shares who do not redeem their Public Shares now will retain their redemption rights and their ability to vote on the Proposed Business Combination or a potential alternative business combination.
Q. Why is the Company proposing the Adjournment Proposal?
A. To allow the Company more time to solicit additional proxies in favor of the Charter Amendment Proposal and the Trust Amendment Proposal, in the event the Company does not receive the requisite stockholder vote to approve the Charter Amendment Proposal and the Trust Amendment Proposal.
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A. All of the Company's directors, executive officers, and their respective affiliates, as well as the Sponsor, are expected to vote any shares of Common Stock over which they have voting control (including any Public Shares owned by them) in favor of the Charter Amendment Proposal and the Trust Amendment Proposal and the Adjournment Proposal. By virtue of the ownership of the Company's common stock by the Sponsor and A.G.P., the Company's financial advisor, each of whom has agreed to vote in favor of the proposals, all of the proposals will be approved at the Meeting without the vote of the public stockholders.
Our executive officers and directors are not entitled to redeem such shares in connection with the Charter Amendment Proposal and the Trust Amendment Proposal. On the Record Date, they held 2,501,000 shares of Common Stock representing approximately 73.0% of the Company's issued and outstanding shares of Common Stock.
Q. What vote is required to adopt the proposals?
A. Charter Amendment Proposal. The Extension Proposal must be approved by the affirmative vote of the holders of 65% of the outstanding shares of Common Stock.
Trust Amendment Proposal. The Trust Amendment Proposal must be approved by the affirmative vote of a majority of the holders of Common Stock who, being present in person (including virtually) or represented by proxy and entitled to vote at the Special Meeting, vote at the Special Meeting. By virtue of the Sponsor's holding more than 50% of the outstanding common stock, the Extension Proposal will be approved.
Adjournment Proposal. The Adjournment Proposal must be approved by the affirmative vote of a majority of the holders of Common Stock who, being present in person (including virtually) or represented by proxy and entitled to vote at the Special Meeting, vote at the Special Meeting.
Q. What if I do not want to approve the Charter Amendment Proposal, the Trust Amendment Proposal, or the Adjournment Proposal?
A. If you do not want to approve the Charter Amendment Proposal, the Trust Amendment Proposal, or the Adjournment Proposal, you must vote against each proposal. The approval of the Charter Amendment Proposal and the Trust Amendment Proposal are essential to the implementation of our board's plan to extend the date by which we must consummate the Proposed Business Combination.
A. Other than the Extension from
Q. What happens if the Charter Amendment Proposal and the Trust Amendment Proposal are not approved?
A. If the Charter Amendment Proposal and the Trust Amendment Proposal were not approved at the Special Meeting, it will trigger our automatic winding up, liquidation and dissolution of the Company pursuant to the terms of our Charter. By virtue of the ownership of the Company's common stock by the Sponsor and A.G.P., the Company's financial advisor, each of whom has agreed to vote in favor of the proposals, all of the proposals will be approved at the Meeting without the vote of the public stockholders.
A. If the Charter Amendment Proposal and the Trust Amendment Proposal are approved, the Company will continue to attempt to consummate the Proposed Business Combination until the Extended Termination Date on
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If the Charter Amendment Proposal and the Trust Amendment Proposal are approved, the removal of the Withdrawal Amount from the Trust Account, if any, will reduce the amount remaining in the Trust Account and increase the percentage interest of Company shares of Common Stock held by the Company's officers, directors, and their affiliates.
Q. Would I still be able to exercise my redemption rights in the future if I vote against any subsequently proposed business combination?
A. Unless you elect to redeem your shares in connection with this stockholder vote to approve the Charter Amendment Proposal and the Trust Amendment Proposal, you will be able to vote on any subsequently proposed business combination when it is submitted to Stockholders. If you disagree with the Proposed Business Combination, you will retain your right to vote against it and/or redeem your Public Shares upon consummation of the Proposed Business Combination in connection with the stockholder vote to approve such business combination, subject to any limitations set forth in the Charter.
A. If you have submitted a proxy to vote your shares and wish to change your vote, or revoke your proxy, you may do so by delivering a later-dated, signed proxy card to the Company at its principal address.
A. The Company will appoint as inspector of election for the meeting. Votes will be counted by the inspector of election, who will separately count "FOR" and "AGAINST" votes, abstentions, and broker non-votes.
Charter Amendment Proposal. The Extension Proposal must be approved by the affirmative vote of the holders of 65% of the outstanding shares of the Common Stock.
Trust Amendment Proposal. The Trust Amendment Proposal must be approved by the affirmative vote of a majority of the holders of Common Stock who, being present in person (including virtually) or represented by proxy and entitled to vote at the Special Meeting, vote at the Special Meeting.
Adjournment Proposal. The Adjournment Proposal must be approved by the affirmative vote of a majority of the holders of Common Stock who, being present in person (including virtually) or represented by proxy and entitled to vote at the Special Meeting, vote at the Special Meeting.
By virtue of the ownership of the Company's common stock by the Sponsor and A.G.P., the Company's financial advisor, each of whom has agreed to vote in favor of the proposals, all of the proposals will be approved at the Meeting without the vote of the public stockholders.
Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, are not treated as votes cast and will have no effect on the proposals. As a result, if you abstain from voting on any of the proposals, your shares will be counted as present for purposes of establishing a quorum (if so present in accordance with the terms of our Charter), but the abstention will have no effect on the outcome of such proposal.
If you do not want to approve the Charter Amendment Proposal, the Trust Amendment Proposal, or the Adjournment Proposal, you must vote against each proposal. The approval of the Charter Amendment Proposal and the Trust Amendment Proposal are essential to the implementation of our board's plan to extend the date by which we must consummate our business combination. Therefore, our board will abandon and not implement the Charter Amendment Proposal unless our stockholders approve both the Charter Amendment Proposal and the Trust Amendment Proposal. This means that if one proposal is approved by the stockholders and the other proposal is not, neither proposal will take effect.
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Q: If my shares are held in "street name" by my bank, brokerage firm or nominee, will they automatically vote my shares for me?
A: No. If you are a beneficial owner and you do not provide voting instructions to your broker, bank or other holder of record holding shares for you, your shares will not be voted with respect to any proposal for which your broker does not have discretionary authority to vote. If a proposal is determined to be discretionary, your broker, bank or other holder of record is permitted to vote on the proposal without receiving voting instructions from you. If a proposal is determined to be non-discretionary, your broker, bank or other holder of record is not permitted to vote on the proposal without receiving voting instructions from you. The Company believes that the Charter Amendment Proposal and the Trust Amendment Proposal will be considered non-discretionary and therefore your broker, bank or other holder of record holding your shares for you cannot vote your shares without your instruction on any of the proposals presented. A "broker non-vote" occurs when a bank, broker or other holder of record holding shares for a beneficial owner does not vote on a non-discretionary Proposal because the holder of record has not received voting instructions from the beneficial owner.
Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, are not treated as votes cast and will have no effect on the Proposals. As a result, if you abstain from voting on any of the Proposals, your shares will be counted as present for purposes of establishing a quorum (if so present in accordance with the terms of the Charter), but the abstention will have no effect on the outcome of such proposal.
Q: What will happen if I abstain from voting or fail to vote at the Special Meeting?
A: At the Special Meeting, the Company will count a properly executed proxy marked "ABSTAIN" with respect to a particular proposal as present for purposes of determining whether a quorum is present. Abstentions will have no effect on the outcome of the vote on any of the proposals.
If a stockholder who holds share in "street name" does not give the broker voting instructions, the broker is not permitted under applicable self-regulatory organization rules to vote the shares on "non-routine" proposals, such as the Charter Amendment Proposal and the Trust Amendment Proposal. These "broker non-votes" will also count as present for purposes of determining whether a quorum is present and will have no effect on the outcome of the vote on any of the Proposals.
Q: What will happen if I sign and retumy proxy card without indicating how I wish to vote?
A: Signed and dated proxies received by the Company without an indication of how the stockholder intends to vote on a proposal will be voted as recommended by the Board.
Q: If I am not going to attend the Special Meeting, should I retumy proxy card instead?
A: Yes. Whether you plan to attend the Special Meeting virtually or not, please read the proxy statement carefully, and vote your shares by completing, signing, dating, and returning the enclosed proxy card in the postage-paid envelope provided.
Q: May I change my vote after I have mailed my signed proxy card?
A: Yes. You may change your vote at any time before your proxy is voted at the Special Meeting. You may revoke your proxy by executing and returning a proxy card dated later than the previous one, or by voting again via the Internet, or by submitting a written revocation stating that you would like to revoke your proxy that our proxy solicitor receives prior to the Special Meeting. If you hold your Public Shares through a bank, brokerage firm or nominee, you should follow the instructions of your bank, brokerage firm or nominee regarding the revocation of proxies. If you are a record holder, you should send any notice of revocation or your completed new proxy card, as the case may be, to the Company at its principal address.
Unless revoked, a proxy will be voted at the Special Meeting in accordance with the stockholder's indicated instructions. In the absence of instructions, proxies which have been signed and returned will be voted FOR each of the Proposals.
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Q: What should I do if I receive more than one set of voting materials?
A: You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and retueach proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.
Q. What is a quorum requirement?
A. A quorum of Stockholders is necessary to hold a valid meeting. Holders of a majority of the issued shares entitled to vote at the Special Meeting, present in person (including virtually) or represented by proxy, constitute a quorum. In the absence of a quorum, the Special Meeting will either stand adjourned to the same day/time/place in the following week or will be adjourned to such other day/time/place as the board of directors decides. As of the Record Date for the Special Meeting, the Sponsor held more than a majority of the outstanding shares.
Q. Who can vote at the Special Meeting?
A. Only holders of record of the Company's Public Shares at the close of business on
Stockholder of Record: Shares Registered in Your Name. If on the Record Date your shares were registered directly in your name with the Company's transfer agent,
Beneficial Owner: Shares Registered in the
Q. Does the Board recommend voting for the Charter Amendment Proposal, the Trust Amendment Proposal, and the Adjournment Proposal?
A. Yes. The Board recommends that the Company's Stockholders vote "FOR" the Charter Amendment Proposal, "FOR" the Trust Amendment Proposal and "FOR" the Adjournment Proposal.
Q. What interests do the Company's directors and officers have in the approval of the Charter Amendment Proposal and the Trust Amendment Proposal?
A. The Company's directors, officers and their affiliates have interests in the Charter Amendment Proposal and the Trust Amendment Proposal that may be different from, or in addition to, your interests as a stockholder. These interests include, but are not limited to, beneficial ownership of insider shares and Warrants that will become worthless if the Charter Amendment Proposal and the Trust Amendment Proposal are not approved. See the section entitled "Interests of the Company's Directors and Officers."
Q. What if I object to the Charter Amendment Proposal or the Trust Amendment Proposal? Do I have appraisal rights?
A. Company Stockholders do not have appraisal rights in connection with the Charter Amendment Proposal or the Trust Amendment Proposal.
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Q: What do I need to do now?
A: You are urged to read carefully and consider the information contained in this proxy statement and to consider how the proposals will affect you as a stockholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank, or other nominee, on the voting instruction form provided by the broker, bank, or nominee.
A. In connection with the Special Meeting and the vote on the Extension Proposal, each Public Stockholder may seek to redeem its Public Shares for a pro rata portion of the funds available in the trust account, less any taxes we anticipate will be owed on such funds but have not yet been paid. Holders of Public Shares do not need to vote on the Extension Proposal or be a holder of record on the Record Date to exercise redemption rights.
To demand redemption, if you hold physical certificates for Public Shares, you must physically tender your share certificates to
The redemption rights include the requirement that a stockholder must identify itself in writing as a beneficial holder and provide its legal name, phone number, and address in order to validly redeem its public shares.
Q: Who will solicit and pay the cost of soliciting proxies?
A: The Company will pay the cost of soliciting proxies for the Special Meeting. The Company will reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of Public Shares for their expenses in forwarding soliciting materials to beneficial owners of Public Shares and in obtaining voting instructions from those owners. The Company's directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.
Q: Who can help answer my questions?
A: If you have questions about the Proposals or if you need additional copies of this proxy statement or the enclosed proxy card, you should contact:
Bank and Brokers Call Collect: (212) 269-5550
All Others, Please Call Toll-Free: (800) 331-7543
Email: [email protected]
You may also obtain additional information about the Company from documents filed with the
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FORWARD-LOOKING STATEMENTS
We believe it is important to communicate our expectations to our stockholders. However, there may be events in the future that we are not able to predict accurately or over which we have no control. The cautionary language discussed in this proxy statement provide examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations described by us in such forward-looking statements, including, among other things, claims by third parties against the trust account, unanticipated delays in the distribution of the funds from the trust account and the Company's ability to finance and consummate a business combination following the distribution of funds from the trust account. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this proxy statement and to consider the risks, uncertainties and events discussed in this proxy statement, in addition to the risk factors set forth in our other filings with the
All forward-looking statements included herein attributable to the Company or any person acting on the Company's behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except to the extent required by applicable laws and regulations, the Company undertakes no obligation to update these forward-looking statements to reflect events or circumstances after the date of this proxy statement or to reflect the occurrence of unanticipated events.
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BACKGROUND
The Company
The Company was incorporated in
If the Company were unable to consummate the Proposed Business Combination within such period (or as extended as described herein), it would (i) cease all operations except for the purpose of winding up and (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding shares of common stock, at a per-share of common stock price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest not previously released to the Company (net of taxes payable), divided by the number of then outstanding shares of common stock, which redemption will completely extinguish public stockholders' rights as holders of shares of common stock (including the right to receive further liquidation distributions, if any), subject to applicable law. Public stockholders will also forfeit the Warrants included in the units sold in the IPO. As promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Board, the Company would dissolve and liquidate, subject to its obligations under
Following the closing of the IPO on
The Company has identified Cycurion as the potential business combination target company for the Proposed Business Combination (the "Proposed Business Combination"). The Company believes the Target is a compelling opportunity for the Proposed Business Combination and is currently in the process of consummating the Proposed Business Combination.
Our Charter, as amended, provides for the retuof the IPO proceeds held in the trust account to the holders of Public Shares if it has not consummated a business combination(s) on or before
The mailing address of our principal executive office is:
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Proposed Business Combination
On
The original Merger Agreement provided that the Company would acquire all of the outstanding equity interests of Cycurion in exchange for an aggregate of 9,500,000 shares of the Company Common Stock, par value
In accordance with the terms and subject to the conditions of the Merger Agreement, at the effective time of the merger (the "Effective Time"), each share of Cycurion's capital stock or presumed capital stock issued and outstanding immediately prior to the Effective Time shall be cancelled and shall be converted into the right to receive the per-share Merger Consideration in the amounts relevant to the class or series of equity or presumed equity of Cycurion held as of the consummation of the Proposed Business Combination.
The Company and the other parties to the Merger Agreement are working toward satisfaction of the conditions to complete the Proposed Business Combination and finalize the Proposed Business Combination Registration Statement relating to the transaction, but have determined that there will not be sufficient time before
You are not being asked to vote on any business combination at this time. If the Charter Amendment Proposal and the Trust Amendment Proposal are implemented and you do not elect to redeem your public shares now, you will retain the right to vote on a proposed business combination when it is submitted to stockholders and the right to redeem your public shares into a pro rata portion of the Trust Account in the event a business combination is approved and completed or the Company has not consummated the Proposed Business Combination by the Extended Termination Date.
If the Company's board of directors determines that the Company will not be able to consummate the Proposed Business Combination by the Extended Termination Date, the Company would then look to wind-up the Company's affairs and redeem 100% of the outstanding public shares, unless further extended.
In connection with the Charter Amendment Proposal and the Trust Amendment Proposal, public stockholders may elect (the "Election") to redeem their shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Company to pay franchise and income taxes, divided by the number of then outstanding public shares, regardless of whether such public stockholders vote "FOR" or "AGAINST" the Charter Amendment Proposal, the Trust Amendment Proposal and the Adjournment Proposal, and an Election can also be made by public stockholders who do not vote, or do not instruct their broker or bank how to vote, at the Special Meeting. Public stockholders may make an Election regardless of whether such public stockholders were holders as of the record date. If the Charter Amendment Proposal, the Trust Amendment Proposal, and the Adjournment Proposal are approved by the requisite vote of stockholders, the remaining holders of public shares will retain their right to redeem their public shares when the proposed business combination is submitted to the stockholders, subject to any limitations set forth in our Charter, as amended by the Charter Amendment Proposal. Each redemption of shares by our public stockholders will decrease the amount in our Trust Account, which held approximately
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To exercise your redemption rights, you must tender your shares to the Company's transfer agent at least two business days prior to the Special Meeting (or
As of
If the Charter Amendment Proposal, the Trust Amendment Proposal and the Adjournment Proposal are approved and we do not consummate a business combination by
Subject to the foregoing, the affirmative vote of 65% of the Company's outstanding common stock, including the Founder Shares and the Private Placement Shares, will be required to approve the Charter Amendment Proposal and the Trust Amendment Proposal. The approval of the Charter Amendment Proposal and the Trust Amendment Proposal are essential to the implementation of our board's plan to extend the date by which we must consummate the Proposed Business Combination. By virtue of the ownership of the Company's common stock by the Sponsor and A.G.P., the Company's financial advisor, each of whom has agreed to vote in favor of the proposals, all of the proposals will be approved at the Meeting without the vote of the public stockholders.
Our board has fixed the close of business on
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After careful consideration of all relevant factors, the board of directors has determined that each of the proposals are advisable and recommends that you vote or give instruction to vote "FOR" such proposals.
Voting Rights and Revocation of Proxies
The record date with respect to this solicitation is the close of business on
The shares of the Company's common stock ("Common Stock") represented by all validly executed proxies received in time to be taken to the Special Meeting and not previously revoked will be voted at the meeting. This proxy may be revoked by the stockholder at any time prior to its being voted by filing with the Secretary of the Company either a notice of revocation or a duly executed proxy bearing a later date. We intend to release this Proxy Statement and the enclosed proxy card to our stockholders on or about [TBD].
Dissenters' Right of Appraisal
Holders of shares of our Common Stock do not have appraisal rights under
Outstanding Shares and Quorum
The number of outstanding shares of Common Stock entitled to vote at the Special Meeting is 3,424,879. Each share of Common Stock is entitled to one vote. The presence in person or by proxy at the Special Meeting of the holders of 1,712,440 shares, or a majority of the number of outstanding shares of Common Stock, will constitute a quorum. There is no cumulative voting. Shares that abstain or for which the authority to vote is withheld on certain matters (so-called "broker non-votes") will be treated as present for quorum purposes on all matters.
Broker Non-Votes
Holders of shares of our Common Stock that are held in street name must instruct their bank or brokerage firm that holds their shares how to vote their shares. If a stockholder does not give instructions to his or her bank or brokerage firm, it will nevertheless be entitled to vote the shares with respect to "routine" items, but it will not be permitted to vote the shares with respect to "non-routine" items. In the case of a non-routine item, such shares will be considered "broker non-votes" on that proposal.
Proposal 1 (Charter Amendment Proposal) is a matter that we believe will be considered "non-routine."
Proposal 2 (Trust Amendment Proposal) is a matter that we believe will be considered "non-routine."
Proposal 3 (Adjournment Proposal) is a matter that we believe will be considered "routine."
Banks or brokerages cannot use discretionary authority to vote shares on Proposals 1 or 2 if they have not received instructions from their clients. Please submit your vote instruction form so your vote is counted.
Required Votes for Each Proposal to Pass
Assuming the presence of a quorum at the Special Meeting:
Abstentions will count as a vote against each of the proposals.
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Interests of the Company's Directors and Officers
| Proposal | Vote Required | Broker Discretionary Vote Allowed |
||
| Charter Amendment Proposal | 65% of outstanding shares | No | ||
| Trust Amendment Proposal | Majority of the outstanding shares represented by virtual attendance or by proxy and entitled to vote thereon at the Special Meeting | No | ||
| Adjournment | Majority of the outstanding shares represented by virtual attendance or by proxy and entitled to vote thereon at the Special Meeting | Yes |
When you consider the recommendation of our board, you should keep in mind that the Company's initial stockholders, sponsor, officers, directors, and advisors have interests that may be different from, or in addition to, your interests as a stockholder. These interests include, among other things:
| · | the fact that the Sponsor paid an aggregate of |
| · | the fact that, if the Proposed Business Combination is not approved, in accordance with our Charter, the 2,875,000 Founder Shares held by our sponsor, our officers and directors, which were acquired prior to the IPO for an aggregate purchase price of |
| · | if we are unable to consummate the Proposed Business Combination and distribute the proceeds held in trust to our public stockholders, our sponsor has agreed (subject to certain exceptions) that it will be liable to ensure that the proceeds in the trust account are not reduced below |
| · | all rights specified in the Company's Charter relating to the right of officers and directors to be indemnified by the Company, and of the Company's officers and directors to be exculpated from monetary liability with respect to prior acts or omissions, will continue after a business combination. If the Proposed Business Combination is not approved and the Company liquidates, the Company will not be able to perform its obligations to its officers and directors under those provisions; and |
| · | our sponsor, officers, directors, initial stockholders, or their affiliates, are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on our behalf, such as identifying and investigating possible business targets and business combinations. However, if the Company fails to consummate the Proposed Business Combination, they will not have any claim against the trust account for reimbursement. Accordingly, the Company will most likely not be able to reimburse these expenses if the Proposed Business Combination is not completed. As of |
Additionally, if the Charter Amendment Proposal and the Trust Amendment Proposal are approved, the Extension is implemented and the Company consummates the Proposed Business Combination, the officers and directors may have additional interests that would be described in the proxy statement for such transaction.
Voting Procedures
Each share of our common stock that you own in your name entitles you to one vote on each of the proposals for the Special Meeting. Your proxy card shows the number of shares of our common stock that you own.
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| · | You can vote your shares in advance of the Special Meeting by completing, signing, dating, and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in "street name" through a broker, bank, or other nominee, you will need to follow the instructions provided to you by your broker, bank, or other nominee to ensure that your shares are represented and voted at the Special Meeting. If you vote by proxy card, your "proxy," whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and retuthe proxy card but do not give instructions on how to vote your shares, your shares of our common stock will be voted as recommended by our board of directors. Our board of directors recommends voting "FOR" the Charter Amendment Proposal, the Trust Amendment Proposal, and the Adjournment Proposal. |
| · | You can attend the Special Meeting and vote telephonically even if you have previously voted by submitting a proxy. However, if your shares of common stock are held in the name of your broker, bank, or other nominee, you must get a proxy from the broker, bank, or other nominee. That is the only way we can be sure that the broker, bank, or nominee has not already voted your shares of common stock. |
Solicitation of Proxies
Your proxy is being solicited by our board on the proposals being presented to stockholders at the Special Meeting. In addition to these mailed proxy materials, our directors and officers may also solicit proxies in person, by telephone or by other means of communication. These parties will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks, and other agents for the cost of forwarding proxy materials to beneficial owners.
The cost of preparing, assembling, printing, and mailing this Proxy Statement and the accompanying form of proxy, and the cost of soliciting proxies relating to the Special Meeting, will be borne by the Company.
Some banks and brokers have customers who beneficially own common stock listed of record in the names of nominees. We intend to request banks and brokers to solicit such customers and will reimburse them for their reasonable out-of-pocket expenses for such solicitations. If any additional solicitation of the holders of our outstanding common stock is deemed necessary, we (through our directors and officers) anticipate making such solicitation directly.
Delivery of Proxy Materials to Stockholders
Only one copy of this Proxy Statement will be delivered to an address where two or more stockholders reside with the same last name or who otherwise reasonably appear to be members of the same family based on the stockholders' prior express or implied consent.
We will deliver promptly upon written or oral request a separate copy of this Proxy Statement. If you share an address with at least one other stockholder, currently receive one copy of our Proxy Statement at your residence, and would like to receive a separate copy of our Proxy Statement for future stockholder meetings of the Company, please specify such request in writing and send such written request to
If you share an address with at least one other stockholder and currently receive multiple copies of our Proxy Statement, and you would like to receive a single copy of our Proxy Statement, please specify such request in writing and send such written request to
Redemption rights
Pursuant to our currently existing charter, any holders of our public shares may demand that such shares be converted for a pro rata share of the aggregate amount on deposit in the trust account, less taxes payable, calculated as of two business days prior to the Special Meeting. Public stockholders may seek to have their shares redeemed regardless of whether they vote for or against the proposals and whether or not they are holders of our common stock as of the Record Date. If you properly exercise your redemption rights, your shares will cease to be outstanding and will represent only the right to receive a pro rata share of the aggregate amount on deposit in the trust account which holds the proceeds of our IPO (calculated as of two business days prior to the Special Meeting). For illustrative purposes, based on funds in the trust account of approximately
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In order to exercise your redemption rights, you must:
| · | submit a request in writing prior to |
Attn: SPAC Support
E-mail: [email protected]
And
| · | deliver your public shares either physically or electronically through DTC to our transfer agent at least two business days before the Special Meeting. Stockholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the transfer agent and time to effect delivery. It is our understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, we do not have any control over this process and it may take longer than two weeks. Stockholders who hold their shares in street name will have to coordinate with their broker, bank, or other nominee to have the shares certificated or delivered electronically. If you do not submit a written request and deliver your public shares as described above, your shares will not be redeemed. |
Any demand for conversion, once made, may be withdrawn at any time until the deadline for exercising conversion requests (and submitting shares to the transfer agent) and thereafter, with our consent. If you delivered your shares for conversion to our transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that our transfer agent retuthe shares (physically or electronically). You may make such request by contacting our transfer agent at the phone number or address listed above.
Prior to exercising redemption rights, stockholders should verify the market price of our common stock, as they may receive higher proceeds from the sale of their common stock in the public market than from exercising their redemption rights if the market price per share is higher than the conversion price. We cannot assure you that you will be able to sell your shares of our common stock in the open market, even if the market price per share is higher than the conversion price stated above, as there may not be sufficient liquidity in our common stock when you wish to sell your shares.
If you exercise your redemption rights, your shares of our common stock will cease to be outstanding immediately prior to the Special Meeting (assuming the Charter Amendment Proposal and the Trust Amendment Proposal are approved) and will only represent the right to receive a pro rata share of the aggregate amount on deposit in the trust account. You will no longer own those shares and will have no right to participate in, or have any interest in, the future growth of the Company, if any. You will be entitled to receive cash for these shares only if you properly and timely request conversion.
If the Charter Amendment Proposal and the Trust Amendment Proposal are not approved and we do not consummate the Proposed Business Combination by
Holders of outstanding units must separate the underlying public shares and public rights prior to exercising redemption rights with respect to the public shares.
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If you hold units registered in your own name, you must deliver the certificate for such units to
If a broker, dealer, commercial bank, trust company, or other nominee holds your units, you must instruct such nominee to separate your units. Your nominee must send written instructions by facsimile to
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
| Amount and Nature of Beneficial Ownership(3) |
Approximate Percentage of Outstanding Shares of Common Stock(2) | |||||||
| 2,125,000 | 62.0 | % | ||||||
| A.G.P./ |
750,000 | 21.9 | % | |||||
| - | - | |||||||
| 2,125,000 | 62.0 | % | ||||||
| All directors and executive officers as a group (one individual) | - | - | % |
| (1) | Unless otherwise indicated, the business address of each of the individuals is c/o |
| (2) | Percentages shown are based on 3,424,879 shares of common stock issued and outstanding as of |
| (3) | Interests shown include of founders shares, classified as common stock, and shares issued with the private placement units, as well as public shares. |
| (4) | Interests shown consist solely of representative shares, classified as common stock. The business address of A.G.P. is |
| (5) | With respect to before the offering, our Sponsor is the record holder of such shares. |
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PROPOSAL 1: THE CHARTER AMENDMENT PROPOSAL
This is a proposal to amend the Company's Certificate of incorporation (the "Charter"), to extend the date by which the Company has to consummate a business combination (the "Extension") from
Reasons for the Proposed Charter Amendment Proposal
The purpose of the Charter Amendment Proposal is to allow the Company more time to consummate the Proposed Business Combination. The Company's Charter provides that the Company has only until
On
The original Merger Agreement provided that the Company would acquire all of the outstanding equity interests of Cycurion in exchange for an aggregate of 9,500,000 shares of the Company Common Stock, par value
In accordance with the terms and subject to the conditions of the Merger Agreement, at the effective time of the merger (the "Effective Time"), each share of Cycurion's capital stock or presumed capital stock issued and outstanding immediately prior to the Effective Time shall be cancelled and shall be converted into the right to receive in the amounts relevant to the class or series of equity or presumed equity of Cycurion held as of the consummation of the Proposed Business Combination.
The Company and the other parties to the Merger Agreement are working toward satisfaction of the conditions to complete the Proposed Business Combination and finalize the Proposed Business Combination Registration Statement relating to the transaction, but have determined that there will not be sufficient time before
If the Company's board of directors determines that the Company will not be able to consummate the Proposed Business Combination by the Extended Termination Date, the Company would then look to wind-up the Company's affairs and redeem 100% of the outstanding public shares, unless otherwise extended.
In connection with the Charter Amendment Proposal, public stockholders may elect (the "Election") to redeem their shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Company to pay franchise and income taxes, divided by the number of then outstanding public shares, regardless of whether such public stockholders vote "FOR" or "AGAINST" the Charter Amendment Proposal, the Trust Amendment Proposal and the Adjournment Proposal, and an Election can also be made by public stockholders who do not vote, or do not instruct their broker or bank how to vote, at the Special Meeting. Public stockholders may make an Election regardless of whether such public stockholders were holders as of the record date. If the Charter Amendment Proposal, the Trust Amendment Proposal, and the Adjournment Proposal are approved by the requisite vote of stockholders, the remaining holders of public shares will retain their right to redeem their public shares when the proposed business combination is submitted to the stockholders, subject to any limitations set forth in our Charter, as amended by the Charter Amendment. Each redemption of shares by our public stockholders will decrease the amount in our Trust Account, which held approximately
18
Factors to Consider
When you consider the recommendation of our board, you should consider, among other things, the following benefits and detriments of the proposals to you as the public stockholders:
| · | Public stockholders may seek to have their shares redeemed regardless of whether they vote for or against the proposals and whether or not they are holders of our Common Stock as of the Record Date. (See "Redemption Rights"). |
| · | Each redemption of shares by our public stockholders will decrease the amount in our Trust Account, which held approximately |
Interests of the Company's Directors and Officers
When you consider the recommendation of our board, you should also keep in mind that the Company's Sponsor, initial stockholders, officers, and directors have interests in the proposals and the business combination that may be different from, or in addition to, your interests as a stockholder. These interests include, among other things:
| · | the Company's Sponsor has a fiduciary obligation to its members and |
| · | If the Proposed Business Combination is not completed, the Company will be required to dissolve and liquidate. In such event, the 2,875,000 Founder Shares which were acquired prior to the IPO and 376,000 Private Placement Shares included in the private placement units acquired in the private placement simultaneously with the closing of the IPO currently held by the initial stockholders, will be worthless because such holders have agreed to waive their rights to any liquidation distributions. The Founder Shares were purchased for an aggregate purchase price of |
| · | If the Proposed Business Combination is not completed, an aggregate of 11,500,000 Warrants purchased as part of the public units and the 376,000 warrants included in the private units purchased as part of the private placement simultaneously with the IPO, will be worthless. |
| · | Because of these interests, the Company's initial stockholders could benefit from the completion of a business combination that is not favorable to its public stockholders and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to public stockholders rather than liquidate. For example, if the share price of the Company Common Stock declined to |
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Public stockholders will also forfeit the 11,500,000 Warrants included in the units sold in the IPO. As promptly as reasonably possible following such redemption, the Company would dissolve and liquidate, subject to its obligations under
If we liquidate, our public stockholders may only receive
If the Charter Amendment Proposal and the Trust Amendment Proposal are approved, the Company may extend the time to complete the Proposed Business Combination through and including
To exercise your redemption rights, you must tender your shares to the Company's transfer agent at least two business days prior to the Special Meeting (or
As of
If the Charter Amendment Proposal, the Trust Amendment Proposal and the Adjournment proposals are approved and we do not consummate a business combination by
United States Federal Income Tax Considerations for Stockholders Exercising Redemption Rights
THE FOLLOWING DISCUSSION IS FOR GENERAL INFORMATIONAL PURPOSES ONLY AND SHOULD NOT BE CONSTRUED AS TAX ADVICE. YOU ARE URGED TO CONSULT YOUR OWN TAX ADVISOR WITH RESPECT TO THE SPECIFIC TAX CONSEQUENCES TO YOU OF MAKING OR NOT MAKING THE ELECTION, INCLUDING THE EFFECTS OF
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This section applies to you if you are a "
| · | an individual who is a citizen or resident of |
| · | a corporation (or other entity taxable as a corporation for |
| · | an estate the income of which is subject to |
| · | a trust, if (A) a court within |
Taxation of Distributions. If a
Dividends received by a
Gain or Loss on Sale, Taxable Exchange, or Other Taxable Disposition of Common Stock. If a
Generally, the amount of gain or loss recognized by a
Non-
This section applies to you if you are a "non-
| · | a non-resident alien individual, other than certain former citizens and residents of |
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| · | a foreign corporation; or |
| · | an estate or trust that is not a |
but does not include an individual who is present in
Taxation of Distributions. If a non-
The withholding tax described above does not apply to a dividend paid to a non-
Gain on Sale, Taxable Exchange, or Other Taxable Disposition of Common Stock. If a non-
| · | the gain is effectively connected with the conduct of a trade or business by the non- |
| · | we are or have been a " |
Unless an applicable treaty provides otherwise, gain described in the first bullet point above will be subject to tax at generally applicable
If the second bullet point above applies to a non-
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FATCA Withholding Taxes. Provisions commonly referred to as "FATCA" impose withholding of thirty percent (30%) on payments of dividends (including constructive dividends received pursuant to a conversion of stock) on our common stock to "foreign financial institutions" (which is broadly defined for this purpose and in general includes investment vehicles) and certain other non-
Information Reporting and Backup Withholding
Generally, information returns will be filed with the
Backup withholding of tax may apply to cash payments to which a non-
The amount of any backup withholding from a payment to a non-
Required Vote
Subject to the foregoing, the affirmative vote of at least a majority of the Company's outstanding common stock, including the Founder Shares and the Private Placement Shares, will be required to approve the Charter Amendment Proposal and the Trust Amendment Proposal. The approval of the Charter Amendment Proposal and the Trust Amendment Proposal are essential to the implementation of our board's plan to extend the date by which we must consummate the Proposed Business Combination. Therefore, our board will abandon and not implement the Charter Amendment Proposal unless our stockholders approve the Charter Amendment Proposal and the Trust Amendment Proposal. This means that if one proposal is approved by the stockholders and the other proposal is not, neither proposal will take effect. Notwithstanding stockholder approval of the Charter Amendment Proposal and the Trust Amendment Proposal, our board will retain the right to abandon and not implement the Charter Amendment Proposal or the Trust Amendment Proposal at any time without any further action by our stockholders.
The Company's Charter Amendment Proposal extends the time to consummate its initial Business Combination beyond
Nasdaq Rule 5815 was amended effective
Our initial public offering registration statement was declared effective by the
Under the previous Nasdaq rule, a SPAC not in compliance with the 36-Month Requirement could request a hearing before the hearing panel of Nasdaq (the "Hearing Panel"), which would have the effect of staying any potential delisting. However, in rules that became effective on
Accordingly, unless we are able to consummate the Business Combination on or prior to 36-Month Date, our Extension will not be in compliance with the New Nasdaq Rules even if the Charter Amendment Proposal is approved by our shareholders, and our securities will be suspended from trading on Nasdaq and delisted. If Nasdaq completes the delisting of our securities from its exchange and we are not able to list our securities on another national securities exchange, our securities will likely be quoted on an over-the-counter market (the "OTC Markets").
If this were to occur, we could face significant material adverse consequences, including:
| · | appearing to be less attractive to potential target companies than an exchange listed SPAC; |
| · | failure to meet certain closing conditions in the Business Combination Agreement; |
| · | a limited availability of market quotations for our securities; |
| · | reduced liquidity for our securities; |
| · |
a determination that our public shares are a "penny stock," which will require brokers trading in the public shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for its securities; |
| · | a limited amount of news and analyst coverage; and |
| · | a decreased ability to issue additional securities or obtain additional financing in the future. |
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In addition, if our securities are delisted from Nasdaq, trading in our securities, and offers and sales of our securities by us, may be subject to state securities regulation and additional compliance costs. We intend to maintain the ability for our securities to be quoted on the OTC Markets until the consummation of the Business Combination or another initial business combination or earlier liquidation.
Furthermore, if Nasdaq delists the Company's securities from trading on its exchange and the Company is not able to list its securities on another national securities exchange, it may affect the Company's ability to consummate a business combination. The fact that the Company's securities are not listed on Nasdaq may present certain challenges to listing the post-business combination combined company's securities on Nasdaq, such as the post-business combination combined company's ability to meet the listing requirements for Nasdaq, like the minimum per share bid price and the market value of unrestricted publicly held shares.
If our securities are delisted from Nasdaq, the Company's public shares could become subject to the regulations of the
The "penny stock" rules are burdensome and may reduce the trading activity for the Company's public shares. For example, brokers trading in the Company's public shares would be required to deliver a standardized risk disclosure document, which specifies information about penny stocks and the nature and significance of risks of the penny stock market. The broker dealer also must provide the customer with bid and offer quotations for the penny stock, the compensation of the broker dealer and any salesperson in the transaction, and monthly account statements indicating the market value of each penny stock held in the customer's account. In addition, the penny stock rules require that, prior to effecting a transaction in a penny stock not otherwise exempt from those rules, the broker dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. If the Company's public shares are a "penny stock," these disclosure requirements may have the effect of reducing the trading activity in the secondary market for the Company's public shares. If the Company's public shares are subject to the "penny stock" rules, the holders of such public shares may find it more difficult to sell their shares. This may also result in us no longer being an attractive merger partner if our securities are no longer listed on an exchange, which may impact our ability to complete a business combination.
The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as "covered securities." Since the Company's public shares and warrants are listed on Nasdaq, such securities qualify as covered securities under such statute. Although the states are preempted from regulating the sale of covered securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if the public shares and warrants were no longer listed on Nasdaq, these securities would not qualify as covered securities under such statute and the Company would be subject to regulation in each state in which it offers its securities, including in connection with our initial business combination, which may make it more difficult and costly to complete a business combination. In addition, our securityholders could be prohibited from trading in our securities absent our registration in the state where such securityholder lives. To date we have not registered our securities in any state, and do not currently plan to do so. This may make it difficult or impossible for our securityholders to trade in our securities.
We may not be able to complete the Proposed Business Combination with a
Our sponsor,
Moreover, the process of government review, whether by the CFIUS or otherwise, could be lengthy and we have limited time to consummate the Proposed Business Combination. If we cannot consummate the Proposed Business Combination by
Our board has fixed the close of business on
You are not being asked to vote on any business combination at this time. If the Charter Amendment Proposal and the Trust Amendment Proposal are implemented and you do not elect to redeem your public shares now, you will retain the right to vote on a proposed business combination when it is submitted to stockholders and the right to redeem your public shares into a pro rata portion of the Trust Account in the event a business combination is approved and completed or the Company has not consummated the Proposed Business Combination by the Extended Termination Date.
Recommendation
The Company's board of directors recommends that you vote "FOR" the Charter Amendment Proposal.
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PROPOSAL 2: THE TRUST AMENDMENT
The Trust Amendment
The proposed Trust Amendment Proposal would amend our existing Investment Management Trust Agreement, as amended (the "Trust Agreement"), dated as of
Reasons for the Trust Amendment
The purpose of the Trust Amendment Proposal is to give the Company the right to extend the Business Combination Period from
The Company's current Charter and Trust Agreement, each as amended, provide that the Company has until
On
If the Trust Amendment Is Not Approved
If the Trust Amendment Proposal were not approved, and we do not consummate the Proposed Business Combination by
The Company's initial stockholders have waived their rights to participate in any liquidation distribution with respect to their insider shares. There will be no distribution from the Trust Account with respect to the Company's Warrants, which will be worthless in the event we wind-up. The Company will pay the costs of liquidation from its remaining assets outside of the Trust Account.
If the Trust Amendment Proposal Is Approved
If the Charter Amendment Proposal and the Trust Amendment Proposal are approved, the form of amendment to the Trust Agreement that will be filed as an exhibit to the Form 8-K disclosing the results of the Special Meeting will be executed and the Trust Account will not be disbursed except in connection with our consummation of the Proposed Business Combination or in connection with our liquidation if we do not consummate the Proposed Business Combination by the applicable termination date. The Company will then continue to attempt to consummate a business combination until the applicable termination date or until the Company's Board of Directors determines in its sole discretion that it will not be able to consummate the Proposed Business Combination by the applicable termination date as described below and does not wish to seek an additional extension.
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Required Vote
Subject to the foregoing, the affirmative vote of at least a majority of the Company's outstanding Common Stock, including the Founder Shares and Private Placement Shares, will be required to approve the Trust Amendment Proposal. Our Board will abandon and not implement the Trust Amendment Proposal unless our stockholders approve both the Charter Amendment Proposal and Trust Amendment Proposal. This means that if one proposal is approved by the stockholders and the other proposal is not, neither proposal will take effect. Notwithstanding stockholder approval of the Charter Amendment Proposal and Trust Amendment Proposal, our Board will retain the right to abandon and not implement the Charter Amendment and Trust Amendment at any time without any further action by our stockholders.
Our Board has fixed the close of business on
You are not being asked to vote on any business combination at this time. If the Trust Amendment is implemented and you do not elect to redeem your public shares now, you will retain the right to vote on a proposed business combination when it is submitted to stockholders and the right to redeem your public shares into a pro rata portion of the Trust Account in the event a business combination is approved and completed (as long as your election is made at least two (2) business days prior to the meeting at which the stockholders' vote is sought) or the Company has not consummated the Proposed Business Combination by the applicable termination date.
Recommendation
The Company's board of directors recommends that you vote "FOR" the Trust Amendment Proposal.
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PROPOSAL 3: THE ADJOURNMENT PROPOSAL
The adjournment proposal, if adopted, will request the chairman of the Special Meeting (who has agreed to act accordingly) to adjouthe Special Meeting to a later date or dates to permit further solicitation of proxies. The adjournment proposal will only be presented to our stockholders in the event, based on the tabulated votes, there are not sufficient votes at the time of the Special Meeting to approve the other proposal in this proxy statement. If the adjournment proposal is not approved by our stockholders, the chairman of the meeting will not exercise his ability to adjouthe Special Meeting to a later date (which he would otherwise have under the Chairman) in the event, based on the tabulated votes, there are not sufficient votes at the time of the Special Meeting to approve the other proposal.
Required Vote
If a majority of the shares present in person or by proxy and voting on the matter at the Special Meeting vote for the adjournment proposal, the chairman of the Special Meeting will exercise his or her power to adjouthe meeting as set out above.
Recommendation
The Company's board of directors recommends that you vote "FOR" the adjournment proposal.
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THE SPECIAL MEETING
The Special Meeting will be a virtual meeting only and will be held via a videoconference. Stockholders will not be able to physically attend the meeting. The virtual meeting can be accessed by using the following link:
https://web.lumiconnect.com/285796129
The password for the videoconference is: wavs2025
We are first mailing these materials to our stockholders on or about [TBD].
Voting Power; Record Date. You will be entitled to vote or direct votes to be cast at the Special Meeting, if you owned Public Shares at the close of business on
Proxies; Board Solicitation. Your proxy is being solicited by the Board on the proposals being presented to stockholders at the Special Meeting. No recommendation is being made as to whether you should elect to redeem your shares. Proxies may be solicited in person or by telephone. If you grant a proxy, you may still revoke your proxy and vote your shares in person at the Special Meeting.
Required Votes
Charter Amendment Proposal. The Extension Proposal must be approved by the affirmative vote of 65% of the outstanding shares of Common Stock outstanding.
Trust Amendment Proposal. The Trust Amendment Proposal must be approved by the affirmative vote of a majority of the holders of Common Stock who, being present in person (including virtually) or represented by proxy and entitled to vote at the Special Meeting, vote at the Special Meeting.
Adjournment Proposal. The Adjournment Proposal must be approved by the affirmative vote of a majority of the holders of Common Stock who, being present in person (including virtually) or represented by proxy and entitled to vote at the Special Meeting, vote at the Special Meeting.
By virtue of the ownership of the Company's common stock by the Sponsor and A.G.P., the Company's financial advisor, each of whom has agreed to vote in favor of the proposals, all of the proposals will be approved at the Meeting without the vote of the public stockholders.
Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, are not treated as votes cast and will have no effect on the proposals. As a result, if you abstain from voting on any of the proposals, your shares will be counted as present for purposes of establishing a quorum (if so present in accordance with the terms of our Charter), but the abstention will have no effect on the outcome of such proposal.
If you do not want to approve the Charter Amendment Proposal, the Trust Amendment Proposal, or the Adjournment Proposal, you must vote against each proposal. The approval of the Charter Amendment Proposal and the Trust Amendment Proposal are essential to the implementation of our board's plan to extend the date by which we must consummate the Proposed Business Combination. Therefore, our board will abandon and not implement the Charter Amendment Proposal unless our stockholders approve both the Charter Amendment Proposal and the Trust Amendment Proposal. This means that if one proposal is approved by the stockholders and the other proposal is not, neither proposal will take effect.
The Sponsor and all of the Company's directors, executive officers, initial stockholders and their affiliates are expected to vote any Common Stock owned by them in favor of the Charter Amendment Proposal and the Trust Amendment Proposal. On the Record Date, they beneficially owned and were entitled to vote 3,251,000 shares of Common Stock, representing approximately 95% of the Company's issued and outstanding shares of Common Stock.
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STOCKHOLDER PROPOSALS
If the Charter Amendment Proposal and the Trust Amendment Proposal are approved, the Extension Amendment is effective, the Trust Amendment is executed, and the Proposed Business Combination is consummated, we expect that the post-
If the Charter Amendment Proposal and the Trust Amendment Proposal are not approved and the Proposed Business Combination is not consummated, there will be no further annual meetings of the Company.
DELIVERY OF DOCUMENTS TO STOCKHOLDERS
Pursuant to the rules of the
OTHER INFORMATION
The Company's 2023 Annual Report on Form 10-K, excluding exhibits, will be mailed without charge to any stockholder entitled to vote at the meeting, upon written request to Secretary,
Other Matters to Be Presented at the Special Meeting
The Company did not have notice of any matter to be presented for action at the Special Meeting, except as discussed in this proxy statement. The persons authorized by the accompanying form of proxy will vote in their discretion as to any other matter that comes before the Special Meeting.
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WHERE YOU CAN FIND MORE INFORMATION
The Company files annual, quarterly, and current reports, proxy statements, and other information with the
This Proxy Statement describes the material elements of relevant contracts, exhibits and other information attached as annexes to this Proxy Statement. Information and statements contained in this Proxy Statement are qualified in all respects by reference to the copy of the relevant contract or other document included as an annex to this document.
You may obtain additional copies of this Proxy Statement, at no cost, and you may ask any questions you may have about the Charter Amendment Proposal or the Adjournment by contacting us at the following address or telephone number:
(310) 740-0710
You may also obtain these documents at no cost by requesting them in writing or by telephone from the Company at its address above.
In order to receive timely delivery of the documents in advance of the Special Meeting, you must make your request for information no later than
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Attachments
Disclaimer
Primary Offering Prospectus (Form 424B2)
Kaiser Foundation Health Plan Reimbursement Changes Highlight Need for HHS to Enforce ACA Provider Non-Discrimination Provision
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