Proxy Statement – Form DEF 14A
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to Section 240.14a-12 |
(
(
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
1641 International Drive Unit 208
703-790-0717
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON
TO THE STOCKHOLDERS OF GLOBAL STAR ACQUISITION INC.:
You are cordially invited to attend the special meeting, which we refer to as the "Special Meeting," of stockholders of
The Special Meeting will be a completely virtual meeting of stockholders, which will be conducted via live webcast. You will be able to attend the Special Meeting online, vote and submit your questions during the Special Meeting by visiting https://www.cstproxy.com/globalstarspac/ext2024. If you plan to attend the virtual online Special Meeting, you will need your 12-digit control number to vote electronically at the Special Meeting. We are pleased to utilize the virtual stockholder meeting technology to provide ready access and cost savings for our stockholders and the Company. The virtual meeting format allows attendance from any location in the world.
Even if you are planning on attending the Special Meeting online, please promptly submit your proxy vote by telephone, or, if you received a printed form of proxy in the mail, by completing, dating, signing and returning the enclosed proxy, so your shares will be represented at the Special Meeting. Instructions on voting your shares are on the proxy materials you received for the Special Meeting. Even if you plan to attend the Special Meeting online, it is strongly recommended you complete and retuyour proxy card before the Special Meeting date, to ensure that your shares will be represented at the Special Meeting if you are unable to attend.
The accompanying proxy statement, which we refer to as the "Proxy Statement," is dated
| ● | a proposal to amend the Company's amended and restated certificate of incorporation, dated |
| ● | a proposal to amend the Company's investment management trust agreement, dated as of |
| ● | a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal, and the Trust Amendment Proposal, which we refer to as the "Adjournment Proposal." The Adjournment Proposal will only be presented at the Special Meeting if there are not sufficient votes to approve the Extension Amendment Proposal. |
Each of the Extension Amendment Proposal, the Trust Amendment Proposal and the Adjournment Proposal is more fully described in the accompanying Proxy Statement.
The purpose of the Extension Amendment Proposal, the Trust Amendment Proposal and, if necessary, the Adjournment Proposal, is to reduce our cost to exercise one or more extensions beginning on
The GLST Board has determined that it is in the best interests of the Company to seek an extension of the Termination Date, a reduction of the Extension Payment, and have the Company's shareholders approve the Extension Amendment Proposal and the Trust Amendment Proposal to allow for additional time to consummate the business combination. Without the Extension, the Company believes that the Company may not be able to complete a business combination on or before the Termination Date. If that were to occur, the Company would be precluded from completing a business combination and would be forced to liquidate.
Pursuant to the charter, in the event that we have not consummated an initial Business Combination within 12 months from the date of the closing of the Offering, (or up to 33 months after the closing of the IPO if the Company extends the period of time to consummate a Business Combination), upon the Sponsor's request, the Company could extend the period of time to consummate a business combination to
Regardless of whether the Extension Amendment Proposal or the Trust Amendment Proposal are approved and implemented, subject to satisfaction of the conditions to closing in the Business Combination Agreement (including, without limitation, receipt of stockholder approval of the Business Combination Agreement), we intend to complete a business combination as soon as possible and in any event on or before the Extended Date.
In connection with the Extension Amendment Proposal, public stockholders may elect to redeem their public shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, and which election we refer to as the "Election," regardless of whether such public stockholders vote on the Extension Amendment Proposal.
If the Extension Amendment Proposal is approved by the requisite vote of stockholders and we do not otherwise adjouor cancel the Special Meeting, the remaining holders of public shares will retain their right to redeem their public shares when the Business Combination Agreement is submitted to the stockholders, subject to any limitations set forth in our charter as amended by the Extension Amendment. In addition, public stockholders who do not make the Election would be entitled to have their public shares redeemed for cash if the Company has not completed a business combination by the Extended Date.
To exercise your redemption rights, you must demand that the Company redeem your public shares for a pro rata portion of the funds held in the Trust Account and tender your shares to the Company's transfer agent at least two business days prior to the Special Meeting (or
Based upon the current amount in the Trust Account, the Company anticipates that the per-share price at which public shares will be redeemed from cash held in the Trust Account will be approximately
The Adjournment Proposal, if adopted, will allow the Board 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 that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal and the Trust Amendment Proposal.
If the Extension Amendment Proposal and the Trust Amendment Proposal are not approved, our Sponsor determines not to fund any extension by depositing into the Trust Account the lesser of (x)
The Sponsor and our directors and officers own 2,140,000 Insider Shares as of record date of the 2,300,000 Insider Shares (as defined below) that were issued to the Sponsor prior to our IPO, and an aggregate of 498,225 private placement units, which we refer to as the "Private Placement Units," that were purchased by the Sponsor in a private placement which occurred simultaneously with the closing of the IPO or upon exercise of the over-allotment option granted the underwriters in the IPO. In addition, certain of our executive officers have beneficial interests in the Sponsor. As used herein, "Insider Shares" refers to shares of our common stock initially purchased by our Sponsor in a private placement prior to our IPO, and the shares of our common stock issuable upon the conversion thereof.
Subject to the foregoing, the affirmative vote of at least 65% of the Company's outstanding shares of common stock, including the Insider Shares, will be required to approve the Extension Amendment Proposal and the Trust Amendment Proposal. Stockholder approval of the Extension Amendment Proposal and the Trust Amendment Proposal is required for the implementation of our Board's plan to extend the date by which we must consummate our business combination. Notwithstanding stockholder approval of the Extension Amendment Proposal and the Trust Amendment Proposal, our Board will retain the right to abandon and not implement the Extension Amendment and the Trust Amendment at any time without any further action by our stockholders.
Approval of the Adjournment Proposal requires the affirmative vote of the majority of the votes cast by stockholders represented in person or by proxy at the Special Meeting.
Our Board has fixed the close of business on
We reserve the right at any time to cancel the Special Meeting and not to submit to our stockholders the Extension Amendment Proposal or the Trust Amendment Proposal or implement the Extension Amendment or the Trust Amendment.
You are not being asked to vote on a business combination at this time. If the Extension is implemented and you do not elect to redeem your public shares, provided that you are a stockholder on the record date for a meeting to consider a business combination, you will retain the right to vote on such a business combination when it is submitted to stockholders and the right to redeem your public shares for cash in the event such business combination is approved and completed or we have not consummated a business combination by the Extended Date.
After careful consideration of all relevant factors, the Board has determined that the Extension Amendment Proposal, the Trust Amendment Proposal and, if presented, the Adjournment Proposal are advisable and recommends that you vote or give instruction to vote "FOR" such proposals.
Under
Enclosed is the Proxy Statement containing detailed information concerning the Extension Amendment Proposal, the Trust Amendment Proposal, the Adjournment 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.
| By Order of the Board of Directors | ||
| By: | /s/ |
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| Title: | Chief Executive Officer |
Your vote is important. If you are a stockholder of record, please sign, date, and retuyour proxy card as soon as possible to make sure that your shares are represented at the Special Meeting. If you are a stockholder of record, you may also cast your vote online at the Special Meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank how to vote your shares, or you may cast your vote online at the Special Meeting by obtaining a proxy from your brokerage firm or bank. Your failure to vote or instruct your broker or bank how to vote will have the same effect as voting "AGAINST" the Extension Amendment Proposal and the Trust Amendment Proposal, and an abstention will have the same effect as voting "AGAINST" the Extension Amendment Proposal and the Trust Amendment Proposal.
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Stockholders to be held on
1641 International Drive Unit 208
703-790-0717
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON
PROXY STATEMENT
The special meeting, which we refer to as the "Special Meeting," of stockholders of
| ● | a proposal to amend the Company's amended and restated certificate of incorporation, dated |
| ● | a proposal to amend the Company's investment management trust agreement, dated as of |
| ● | a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal and the Trust Amendment Proposal, which we refer to as the "Adjournment Proposal." The Adjournment Proposal will only be presented at the Special Meeting if there are not sufficient votes to approve the Extension Amendment Proposal. |
The purpose of the Extension Amendment Proposal, the Trust Amendment Proposal and, if necessary, the Adjournment Proposal, is to reduce our cost to exercise one or more extensions beginning on
The GLST Board has determined that it is in the best interests of the Company to seek an extension of the Termination Date and have the Company's shareholders approve the Extension Amendment Proposal and the Trust Amendment Proposal to allow for additional time to consummate the business combination. Without the Extension, the Company believes that the Company will not be able to complete the business combination on or before the Termination Date. If that were to occur, the Company would be precluded from completing the business combination and would be forced to liquidate. Consequently, in the event that we do not receive sufficient votes for the Extension Amendment Proposal and the Trust Amendment Proposal, the Sponsor will but is not obligated to deposit into the Trust Account the lesser of (x)
Regardless of whether the Extension Amendment Proposal or the Trust Amendment Proposal are approved and implemented, subject to satisfaction of the conditions to closing in the Business Combination (including, without limitation, receipt of stockholder approval of Business Combination), we intend to complete a business combination as soon as possible and in any event on or before the Extended Date.
In connection with the Extension Amendment Proposal, public stockholders may elect to redeem their public shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, and which election we refer to as the "Election," regardless of whether such public stockholders vote on the Extension Amendment Proposal. We cannot predict the amount that will remain in the Trust Account if the Extension Amendment Proposal is approved and the amount remaining in the Trust Account may be only a small fraction of the approximately
If the Extension Amendment Proposal is approved by the requisite vote of stockholders and we do not otherwise adjouor cancel the Special Meeting, the remaining holders of public shares will retain their right to redeem their public shares when the Business Combination is submitted to the stockholders, subject to any limitations set forth in our charter as amended by the Extension Amendment. In addition, public stockholders who do not make the Election would be entitled to have their public shares redeemed for cash if the Company has not completed a business combination by the Extended Date.
The Sponsor and our directors and officers own 2,140,000 Insider Shares as of record date of the 2,300,000 Insider Shares (as defined below) that were issued to the Sponsor prior to our IPO, and 498,225 private placement units, which we refer to as the "Private Placement Units," that were purchased by the Sponsor in a private placement which occurred simultaneously with the closing of the IPO. In addition, certain of our executive officers have beneficial interests in the Sponsor. As used herein, "Insider Shares" refers to shares of our common stock initially purchased by our Sponsor in a private placement prior to our IPO, and the shares of our common stock issuable upon the conversion thereof.
To exercise your redemption rights, you must demand that the Company redeem your public shares for a pro rata portion of the funds held in the Trust Account and tender your shares to the Company's transfer agent at least two business days prior to the Special Meeting (or
You may tender your shares by either delivering your share certificate to the transfer agent or by delivering your shares electronically using the
Based upon the current amount in the Trust Account, the Company anticipates that the per-share price at which public shares will be redeemed from cash held in the Trust Account will be approximately
Approval of the Extension Amendment Proposal and the Trust Amendment Proposal is a condition to the implementation of the Extension.
If the Extension Amendment Proposal, and the Trust Amendment Proposal are not approved, and our Sponsor determines not to fund the remaining six one-month extensions by depositing into the Trust Account the lesser of (x)
In the event of a liquidation, our Sponsor and our directors and officers will not receive any monies held in the Trust Account as a result of their ownership of 2,140,000 Insider Shares as of record date of the 2,300,000 Insider Shares that were issued to the Sponsor prior to our IPO and an aggregate of 498,225 Private Placement Units, that were purchased by the Sponsor in a private placement which occurred simultaneously with the closing of the IPO or upon the exercise of the overallotment options granted the underwriters as part of the IPO. As a consequence, a liquidating distribution will be made only with respect to the public shares. Certain of our executive officers have beneficial interests in the Sponsor.
We reserve the right at any time to cancel the Special Meeting and not to submit to our stockholders the Extension Amendment Proposal or the Trust Amendment Proposal or implement the Extension Amendment or Trust Amendment. In the event the Special Meeting is cancelled, we will dissolve and liquidate in accordance with the charter.
If the Company liquidates, the Sponsor has agreed to indemnify us to the extent any claims by a third party for services rendered or products sold to us, or any claims by a prospective target business with which we have discussed entering into an acquisition agreement, reduce the amount of funds in the Trust Account to below the lesser of (i)
Under the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. If the corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder's pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution.
Because the Company will not be complying with Section 280 of the DGCL as described in our prospectus declared effective by the
If the Extension Amendment Proposal and the Trust Amendment Proposal are approved, the Company, pursuant to the terms of the Trust Agreement, will (i) remove from the Trust Account an amount, which we refer to as the "Withdrawal Amount," equal to the number of public shares properly redeemed multiplied by the per-share price, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares and (ii) deliver to the holders of such redeemed public shares their 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 a business combination on or before the Extended Date. Holders of public shares who do not redeem their public shares now will retain their redemption rights and their ability to vote on a business combination through the Extended Date if the Extension Amendment Proposal is approved. If the Extension Amendment Proposal and the Trust Amendment Proposal are approved, our Sponsor or its designees has agreed to loan to us the lesser of (x)
Our Board has fixed the close of business on
This Proxy Statement contains important information about the Special Meeting and the proposals. Please read it carefully and vote your shares.
We will pay for the entire cost of soliciting proxies from our working capital. We have engaged
This Proxy Statement is dated
| By Order of the Board of Directors | ||
| By: | /s/ |
|
| Title: | Chief Executive Officer |
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 read carefully the entire document, including the annexes to this Proxy Statement.
| Why am I receiving this Proxy Statement? |
We are a blank check company formed in The purpose of the Extension Amendment Proposal, the Trust Amendment Proposal and, if necessary, the Adjournment Proposal, is to allow us additional time to complete the Business Combination and to reduce our monthly cost to exercise extensions from |
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| What is being voted on? | You are being asked to vote on: | |||
| ● | a proposal to amend our charter (a) to extend the date by which we have to consummate a business combination from |
| ● | a proposal to amend our Trust Agreement to allow us to extend the termination date to |
| ● | a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal and the Trust Amendment Proposal. |
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The Extension Amendment Proposal and the Trust Amendment Proposal are required for the implementation of our Board's plan to extend the date that we have to complete our initial business combination. The purpose of the Extension Amendment and the Trust Amendment is to allow the Company more time to complete the Business Combination. Approval of the Extension Amendment Proposal and the Trust Amendment Proposal is a condition to the implementation of the Extension. If the Extension Amendment Proposal and the Trust Amendment Proposal are approved, the Company, pursuant to the terms of the Trust Agreement, will (i) remove from the Trust Account an amount, which we refer to as the "Withdrawal Amount," equal to the number of public shares properly redeemed multiplied by the per-share price, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares and (ii) deliver to the holders of such redeemed public shares their 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 a business combination on or before the Extended Date. Holders of public shares who do not redeem their public shares now will retain their redemption rights and their ability to vote on a business combination through the Extended Date if the Extension Amendment Proposal and the Trust Amendment Proposal are approved. We cannot predict the amount that will remain in the Trust Account if the Extension Amendment Proposal and the Trust Amendment Proposal are approved and the amount remaining in the Trust Account may be only a small fraction of the approximately We reserve the right at any time to cancel the Special Meeting and not to submit to our stockholders the Extension Amendment Proposal or the Trust Amendment Proposal or implement the Extension Amendment or the Trust Amendment. In the event the Special Meeting is cancelled, and we do not complete the Business Combination by the Termination Date, in accordance with the Trust Agreement, we will dissolve and liquidate in accordance with the charter. If the Extension Amendment Proposal and the Trust Amendment Proposal are not approved, our Sponsor determines not to fund any additional extension as permitted by the charter, and we have not consummated a business combination by There will be no distribution from the Trust Account with respect to our rights, which will expire worthless in the event of our winding up. In the event of a liquidation, our Sponsor and directors and officers will not receive any monies held in the Trust Account as a result of their ownership of the Insider Shares and Private Placement Units. |
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| Why is the Company proposing the Extension Amendment Proposal, the Trust Amendment Proposal and the Adjournment Proposal? | Our charter provides that we currently have until |
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| If the Extension is approved and implemented, we intend to complete a business combination as soon as possible and in any event on or before the Extended Date. | ||||
| The Company believes that given its expenditure of time, effort and money, circumstances warrant providing public stockholders an opportunity to consider a business combination. Accordingly, the Board is proposing the Extension Amendment Proposal to amend our charter in the form set forth in Annex A hereto to extend the date by which we must (i) consummate a business combination or (ii) if we fail to complete such business combination, cease our operations and redeem or repurchase 100% of our common stock included as part of the units sold in our IPO from (a) |
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| You are not being asked to vote on a business combination at this time. If the Extension is implemented and you do not elect to redeem your public shares, provided that you are a stockholder on the record date for a meeting to consider such a business combination, you will retain the right to vote on such a business combination when it is submitted to stockholders and the right to redeem your public shares for cash in the event a business combination is approved and completed or we have not consummated a business combination by the Extended Date. | ||||
| If the Extension Amendment Proposal and the Trust Amendment Proposal are not approved, we may put the Adjournment Proposal to a vote in order to seek additional time to obtain sufficient votes in support of the Extension. If the Adjournment Proposal is not approved, the Board may not be able to adjouthe Special Meeting to a later date or dates in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal and the Trust Amendment Proposal. |
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| We reserve the right at any time to cancel the Special Meeting and not to submit to our stockholders the Extension Amendment Proposal or the Trust Amendment Proposal or implement the Extension Amendment or the Trust Amendment. In the event the Special Meeting is cancelled, and we do not complete the Business Combination by the Termination Date, as may be extended by the Sponsor, we will dissolve and liquidate in accordance with the charter. | ||||
| Why should I vote "FOR" the Extension Amendment Proposal and the Trust Amendment Proposal? | Our Board believes stockholders will benefit from the consummation of the business combination and is proposing the Extension Amendment Proposal and the Trust Amendment Proposal to extend the date by which we have to complete a business combination until the Extended Date. The Extension would give us additional time to complete the business combination. | |||
| The Board believes that it is in the best interests of our stockholders that the Extension be obtained to provide additional amount of time to consummate the business combination. Without the Extension, we believe that there is substantial risk that we might not, despite our best efforts, be able to complete the business combination on or before |
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| We believe that given our expenditure of time, effort and money on the business combination, circumstances warrant providing public stockholders an opportunity to consider the business combination and that it is in the best interests of our stockholders that we obtain the Extension. | ||||
| Our Board believes the business combination will provide significant benefits to our stockholders. | ||||
| Our Board recommends that you vote in favor of the Extension Amendment Proposal and in favor of the Trust Amendment Proposal. | ||||
| Why should I vote "FOR" the Adjournment Proposal? | If the Adjournment Proposal is not approved by our stockholders, our Board may not be able to adjouthe Special Meeting to a later date in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal and the Trust Amendment Proposal. | |||
| We reserve the right at any time to cancel the Special Meeting and not to submit to our stockholders the Extension Amendment Proposal or the Trust Amendment Proposal or implement the Extension Amendment or Trust Amendment. In the event the Special Meeting is cancelled, our Sponsor determines not to fund any additional extension as currently permitted by the charter, and we are unable to complete the business combination by the Termination Date, we will dissolve and liquidate in accordance with the charter. |
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| When would the Board abandon the Extension Amendment Proposal and the Trust Amendment Proposal? | We intend to hold the Special Meeting to approve the Extension Amendment and the Trust Amendment and only if the Board has determined as of the time of the Special Meeting that we may not be able to complete the Business Combination on or before |
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| How do the Company insiders intend to vote their shares? | The Sponsor and all of our directors and officers are expected to vote any common stock over which they have voting control (including any public shares owned by them) in favor of the Extension Amendment Proposal and the Trust Amendment Proposal. Currently, our Sponsor and our officers and directors own approximately 65.13% of our issued and outstanding shares of common stock, including 2,140,000 Insider Shares. Our Sponsor, directors and officers do not intend to purchase shares of common stock in the open market or in privately negotiated transactions in connection with the stockholder vote on the Extension Amendment Proposal and the Trust Amendment Proposal. | |||
| The approval of the Extension Amendment Proposal and the Trust Amendment Proposal will require the affirmative vote of holders of at least 65% of our outstanding shares of common stock on the record date. | ||||
| What vote is required to adopt the proposals? | The approval of the Adjournment Proposal will require the affirmative vote of the majority of the votes cast by stockholders represented in person or by proxy. | |||
| What if I don't want to vote "FOR" the Extension Amendment Proposal or the Trust Amendment Proposal? | If you do not want the Extension Amendment Proposal or the Trust Amendment Proposal to be approved, you must abstain, not vote, or vote "AGAINST" such proposal. You will be entitled to redeem your public shares for cash in connection with this vote whether or not you vote on the Extension Amendment Proposal so long as you elect to redeem your public shares for a pro rata portion of the funds available in the Trust Account in connection with the Extension Amendment. If the Extension Amendment Proposal and the Trust Amendment Proposal are approved, and the Extension is implemented, then the Withdrawal Amount will be withdrawn from the Trust Account and paid to the redeeming holders. | |||
| What happens if the Extension Amendment Proposal and the Trust Amendment Proposal are not approved? |
Our Board will abandon the Extension Amendment and the Trust Amendment if our stockholders do not approve the Extension Amendment Proposal and the Trust Amendment Proposal. If the Extension Amendment Proposal and the Trust Amendment Proposal are not approved, our Sponsor determines not to fund any additional extension as currently permitted by the charter, and we have not consummated the Business Combination by the Termination Date, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem the public shares, at a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest |
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(net of taxes payable, less up to There will be no distribution from the Trust Account with respect to our rights which will expire worthless in the event we wind up. In the event of a liquidation, our Sponsor, directors and officers will not receive any monies held in the Trust Account as a result of their ownership of the Insider Shares or Private Placement Units. |
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| If the Extension Amendment Proposal and the Trust Amendment Proposal are approved, what happens next? | If the Extension Amendment Proposal and the Trust Amendment Proposal are approved, we will continue to attempt to consummate the Business Combination until the Extended Date. We expect to seek stockholder approval of the Business Combination. If stockholders approve the Business Combination, we expect to consummate the Business Combination as soon as possible following such stockholder approval. Because we have only a limited time to complete our initial business combination, even if we are able to effect the Extension, our failure to complete the Business Combination within the requisite time period will require us to liquidate. Our charter provides that in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, after payment or provision for payment of the debts and other liabilities of the Corporation, our public shareholders shall be entitled to receive all the remaining assets of the Corporation available for distribution to its stockholders, ratably in proportion to the number of shares of Common Stock held by them. Our letter agreement available in our Form 8-K filed with the |
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| Upon approval of the Extension Amendment Proposal and the Trust Amendment Proposal by holders of at least 65% of the common stock outstanding as of the record date, we will file an amendment to the charter with the Secretary of State of the |
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| If the Extension Amendment Proposal is approved and the board of directors decides to implement the Extension Amendment Proposal, the Sponsor or its designees have agreed to contribute to the Company a loan referred to herein as the Monthly Extension Loan in the amount of the lesser of (x) |
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| The Monthly Extension Loan is conditioned upon the implementation of the Extension Amendment Proposal. No Monthly Extension Loan will occur if the Extension Amendment Proposal is not approved. The Monthly Extension Loan will not bear interest and will be repayable by the Company to the Sponsor or its designees upon consummation of the business combination. If the Company opts not to utilize the Extension Amendment, then the Company will liquidate and dissolve promptly in accordance with the Company's charter, and the Sponsor's obligation to make additional contributions will terminate. | ||||
| If the Extension Amendment Proposal is approved, the removal of the Withdrawal Amount from the Trust Account will reduce the amount remaining in the Trust Account and increase the percentage interest of our common stock held by our Sponsor, our directors and our officers as a result of their ownership of the Insider Shares. | ||||
| Notwithstanding stockholder approval of the Extension Amendment Proposal and the Trust Amendment Proposal, our Board will retain the right to abandon and not implement the Extension Amendment or the Trust Amendment at any time without any further action by our stockholders, subject to the terms of the Business Combination Agreement. | ||||
| We reserve the right at any time to cancel the Special Meeting and not to submit to our stockholders the Extension Amendment Proposal or the Trust Amendment Proposal or implement the Extension Amendment or Trust Amendment. In the event the Special Meeting is cancelled, and we are unable to complete the Business Combination on or before the Termination Date, as the same may be extended as already permitted by our charter, we will dissolve and liquidate in accordance with the charter. |
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| What happens to the Company's rights if the Extension Amendment Proposal and the Trust Amendment Proposal are not approved? | If the Extension Amendment Proposal and the Trust Amendment Proposal are not approved, our Sponsor determines not to fund any additional extension as permitted by the charter, and we have not consummated the Business Combination by the Termination Date, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem the public shares at a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest (net of taxes payable, less up to |
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| Am I able to exercise my redemption rights in connection with the Business Combination? | If you are a holder of common stock as of the close of business on the record date for a meeting to seek stockholder approval of the Business Combination, you will be able to vote on the Business Combination. The Special Meeting relating to the Extension Amendment Proposal and the Trust Amendment Proposal does not affect your right to elect to redeem your public shares in connection with the Business Combination, subject to any limitations set forth in our charter (including the requirement to submit any request for redemption in connection with the Business Combination on or before the date that is one business day before the special meeting of stockholders to vote on the Business Combination). If you disagree with the Business Combination, you will retain your right to redeem your public shares upon consummation of the Business Combination in connection with the stockholder vote to approve the Business Combination, subject to any limitations set forth in our charter. | |||
| How do I attend the meeting? | You will need your control number for access. If you do not have your control number, contact |
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| Stockholders will also have the option to listen to the Special Meeting by telephone by calling: | ||||
| ● | Within the |
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| ● | Outside of the |
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| The passcode for telephone access: 5290679#. You will not be able to vote or submit questions unless you register for and log in to the Special Meeting webcast as described herein. |
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| How do I change or revoke my vote? | You may change your vote by e-mailing a later-dated, signed proxy card to [email protected], so that it is received by us prior to the Special Meeting or by attending the Special Meeting online and voting. You also may revoke your proxy by sending a notice of revocation to us, which must be received by us prior to the Special Meeting. | |||
| Please note, however, that if on the record date your shares were held, not in your name, but rather in an account at a brokerage firm, custodian bank, or other nominee, then you are the beneficial owner of shares held in "street name" and these proxy materials are being forwarded to you by that organization. If your shares are held in street name and you wish to attend the Special Meeting and vote at the Special Meeting online, you must follow the instructions included with the enclosed proxy card. | ||||
| How are votes counted? | Votes will be counted by the inspector of election appointed for the meeting, who will separately count "FOR" and "AGAINST" votes and abstentions. The Extension Amendment Proposal and the Trust Amendment Proposal must be approved by the affirmative vote of at least 65% of the outstanding shares as of the record date of our common stock, including the Insider Shares. Accordingly, a Company stockholder's failure to vote by proxy or to vote online at the Special Meeting or an abstention with respect to the Extension Amendment Proposal or the Trust Amendment Proposal will have the same effect as a vote "AGAINST" such proposal. | |||
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The approval of the Adjournment Proposal requires the affirmative vote of the majority of the votes cast by stockholders represented in person or by proxy. Accordingly, a Company stockholder's failure to vote by proxy or to vote online at the Special Meeting will not be counted towards the number of shares of common stock required to validly establish a quorum, and if a valid quorum is otherwise established, it will have no effect on the outcome of any vote on the Adjournment Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the outcome of the Adjournment Proposal. |
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| If my shares are held in "street name," will my broker automatically vote them for me? | No. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. We believe all the proposals presented to the stockholders will be considered non-discretionary and therefore your broker, bank, or nominee cannot vote your shares without your instruction. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide. If your shares are held by your broker as your nominee, which we refer to as being held in "street name," you may need to obtain a proxy form from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker to vote your shares. |
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| What is a quorum requirement? |
A quorum of stockholders is necessary to hold a valid meeting. Holders of a majority in voting power of our common stock on the record date issued and outstanding and entitled to vote at the Special Meeting, present in person or represented by proxy, constitute a quorum. Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote online at the Special Meeting. Abstentions will be counted towards the quorum requirement. In the absence of a quorum, the chairman of the meeting has power to adjouthe Special Meeting. As of the record date for the Special Meeting, 2,025,117 shares of our common stock would be required to achieve a quorum. |
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| Who can vote at the Special Meeting? |
Only holders of record of our common stock 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 our transfer agent, Beneficial Owner: Shares Registered in the |
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| Does the Board recommend voting for the approval of the Extension Amendment Proposal, the Trust Amendment Proposal and the Adjournment Proposal? | Yes. After careful consideration of the terms and conditions of these proposals, our Board has determined that the Extension Amendment, the Trust Amendment Proposal and, if presented, the Adjournment Proposal are in the best interests of the Company and its stockholders. The Board recommends that our stockholders vote "FOR" the Extension Amendment Proposal, the Trust Amendment Proposal and the Adjournment Proposal. | |
| What interests do the Company's Sponsor, directors and officers have in the approval of the proposals? | Our Sponsor, directors and officers have interests in the proposals that may be different from, or in addition to, your interests as a stockholder. These interests include ownership of 2,140,000 Insider Shares as of record date of the 2,300,000 Insider Shares (purchased for |
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| Do I have appraisal rights if I object to the Extension Amendment Proposal? | Our stockholders do not have appraisal rights in connection with the Extension Amendment Proposal under the DGCL. | |
| What do I need to do now? | We urge you to read carefully and consider the information contained in this Proxy Statement, including the annexes, and to consider how the proposals will affect you as our 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. | |
| How do I vote? |
If you are a holder of record of our common stock, you may vote online at the Special Meeting or by submitting a proxy for the Special Meeting. Whether or not you plan to attend the Special Meeting online, we urge you to vote by proxy to ensure your vote is counted. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. You may still attend the Special Meeting and vote online if you have already voted by proxy. If your shares of our common stock are held in "street name" by a broker or other agent, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the Special Meeting. However, since you are not the stockholder of record, you may not vote your shares online at the Special Meeting unless you request and obtain a valid proxy from your broker or other agent. |
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If the Extension is implemented, each of our public stockholders may seek to redeem all or a portion of its public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares. You will also be able to redeem your public shares in connection with any stockholder vote to approve a proposed business combination, or if we have not consummated a business combination by the Extended Date. In order to exercise your redemption rights, you must, prior to |
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Attn: SPAC Redemptions E-mail: [email protected] |
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| What should I do if I receive more than one set of voting materials? | 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, if your shares are registered in more than one name or are registered in different accounts. 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. Please complete, sign, date and retueach proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your Company shares. |
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| Who is paying for this proxy solicitation? | We will pay for the entire cost of soliciting proxies from our working capital. We have engaged |
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| Who can help answer my questions? | If you have questions about the proposals or if you need additional copies of the Proxy Statement or the enclosed proxy card you should contact our proxy solicitor: | |
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Toll Free: 855-414-2266 Email: [email protected] |
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| You may also contact us at: | ||
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1641 International Drive Unit 208 Attn: Telephone No.: (703) 790-0717 |
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| You may also obtain additional information about the Company from documents filed with the |
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FORWARD-LOOKING STATEMENTS
Some of the statements contained in this proxy statement constitute forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. Forward-looking statements reflect our current views with respect to, among other things, the pending Business Combination, our capital resources and results of operations. Likewise, our financial statements and all of our statements regarding market conditions and results of operations are forward-looking statements. In some cases, you can identify these forward-looking statements by the use of terminology such as "outlook," "believes," "expects," "potential," "continues," "may," "will," "should," "could," "seeks," "approximately," "predicts," "intends," "plans," "estimates," "anticipates" or the negative version of these words or other comparable words or phrases.
The forward-looking statements contained in this proxy statement reflect our current views about future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause its actual results to differ significantly from those expressed in any forward-looking statement. We do not guarantee that the transactions and events described will happen as described (or that they will happen at all). The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:
| ● | our ability to complete the Business Combination; |
| ● | the anticipated benefits of the Business Combination; |
| ● | the volatility of the market price and liquidity of our securities; |
| ● | the use of funds not held in the Trust Account; and |
| ● | the competitive environment in which our successor will operate following the Business Combination. |
While forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. We disclaim any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes after the date of this proxy statement, except as required by applicable law. For a further discussion of these and other factors that could cause our future results, performance or transactions to differ significantly from those expressed in any forward-looking statement, please see the section entitled "Risk Factors" in our Annual Report on Form 10-K for the year ended
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RISK FACTORS
You should consider carefully all of the risks described in our Annual Report on Form 10-K filed with the
There are no assurances that the Extension will enable us to complete a business combination.
Approving the Extension involves a number of risks. Even if the Extension is approved, the Company can provide no assurances that the Business Combination will be consummated prior to the Extended Date. Our ability to consummate any business combination is dependent on a variety of factors, many of which are beyond our control. If the Extension Amendment is approved, the Company expects to seek shareholder approval of the Business Combination thereafter, which will include filing a registration statement or proxy statement with the
We are required to offer stockholders the opportunity to redeem shares in connection with the Extension Amendment, and we will be required to offer stockholders redemption rights again in connection with any stockholder vote to approve the Business Combination. Even if the Extension or the Business Combination are approved by our stockholders, it is possible that redemptions will leave us with insufficient cash to consummate the Business Combination on commercially acceptable terms, or at all. The fact that we will have separate redemption periods in connection with the Extension and the Business Combination vote could exacerbate these risks. Other than in connection with a redemption offer or liquidation, our stockholders may be unable to recover their investment except through sales of our shares on the open market. The price of our shares may be volatile, and there can be no assurance that stockholders will be able to dispose of our shares at favorable prices, or at all.
We may not be able to complete an initial business combination with a
One of our directors is a citizen of a country other than
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Moreover, the process of government review, whether by the CFIUS or otherwise, could be lengthy and we have limited time to complete our initial business combination. If we cannot complete our initial business combination by
We do not believe that either we or our Sponsor constitute a "foreign person" under CFIUS rules and regulations. However, if we were to be considered a "foreign person" under CFIUS rules that may affect national security, we could be subject to such foreign ownership restrictions and/or CFIUS review. If the Business Combination falls within the scope of applicable foreign ownership restrictions, we may be unable to consummate the Business Combination. In addition, if the Business Combination falls within CFIUS' jurisdiction, we may be required to make a mandatory filing or determine to submit a voluntary notice to CFIUS, or to proceed with the Business Combination without notifying CFIUS and risk CFIUS intervention, before or after closing the Business Combination.
Although we do not believe we or our sponsor are a "foreign person," CFIUS may take a different view and decide to block or delay the business combination, impose conditions to mitigate national security concerns with respect to the business combination, order us to divest all or a portion of a
The
With respect to the regulation of special purpose acquisition companies like the Company ("SPACs"), on
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We may be subject to the Excise Tax included in the Inflation Reduction Act of 2022 in the event of a liquidation or in connection with redemptions of our common stock.
On
Except for franchise taxes and income taxes, the proceeds placed in the trust account and the interest earned thereon shall not be used to pay for possible excise tax or any other fees or taxes that may be levied on the Company pursuant to any current, pending or future rules or laws, including without limitation any excise tax due under the IRA on any redemptions or stock buybacks by the Company.
If we are deemed to be an investment company for purposes of the Investment Company Act, we would be required to institute burdensome compliance requirements and our activities would be severely restricted. As a result, in such circumstances, unless we are able to modify our activities so that we would not be deemed an investment company, we would expect to abandon our efforts to complete an initial business combination and instead to liquidate the Company.
As described further above, the SPAC Rule Proposals relate, among other matters, to the circumstances in which SPACs such as the Company could potentially be subject to the Investment Company Act and the regulations thereunder. The SPAC Rule Proposals would provide a safe harbor for such companies from the definition of "investment company" under Section 3(a)(1)(A) of the Investment Company Act, provided that a SPAC satisfies certain criteria, including a limited time period to announce and complete a de-SPAC transaction. Specifically, to comply with the safe harbor, the SPAC Rule Proposals would require a company to file a report on Form 8-K announcing that it has entered into an agreement with a target company for a business combination no later than 18 months after the effective date of its registration statement for its initial public offering (the "IPO Registration Statement"). The company would then be required to complete its initial business combination no later than 24 months after the effective date of the IPO Registration Statement.
Because the SPAC Rule Proposals have not yet been adopted, there is currently uncertainty concerning the applicability of the Investment Company Act to a SPAC, including a company like ours, that may not complete its business combination within 24 months after the effective date of the IPO Registration Statement. As a result, it is possible that a claim could be made that we have been operating as an unregistered investment company.
If we are deemed to be an investment company under the Investment Company Act, our activities would be severely restricted. In addition, we would be subject to burdensome compliance requirements. We do not believe that our principal activities will subject us to regulation as an investment company under the Investment Company Act. However, if we are deemed to be an investment company and subject to compliance with and regulation under the Investment Company Act, we would be subject to additional regulatory burdens and expenses for which we have not allotted funds. As a result, unless we are able to modify our activities so that we would not be deemed an investment company, we would expect to abandon our efforts to complete an initial business combination and instead to liquidate the Company.
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To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, we may, at any time, instruct the trustee to liquidate the securities held in the Trust Account and instead to hold the funds in the Trust Account in cash until the earlier of the consummation of our initial business combination or our liquidation. As a result, following the liquidation of securities in the Trust Account, we would likely receive minimal interest, if any, on the funds held in the Trust Account, which would reduce the dollar amount our public stockholders would receive upon any redemption or liquidation of the Company.
The funds in the Trust Account have, since our initial public offering, been held only in
In addition, even prior to the 24-month anniversary of the effective date of the IPO Registration Statement, we may be deemed to be an investment company. The longer that the funds in the Trust Account are held in short-term
Unstable market and economic conditions and adverse developments with respect to financial institutions and associated liquidity risk may have material adverse consequences on our business, financial condition and stock price.
The global credit and financial markets have recently experienced extreme volatility and disruptions, including severely diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, inflationary pressure and interest rate changes, increases in unemployment rates and uncertainty about economic stability. More recently, the closures of
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Since the Sponsor and our directors and officers will lose their entire investment in us if an initial business combination is not completed, they have a conflict of interest in the approval of the proposals at the Special Meeting.
There will be no distribution from the Trust Account with respect to the Company's rights, which will expire worthless in the event of our winding up. In the event of a liquidation, our Sponsor and our directors and officers will not receive any monies held in the Trust Account as a result of their ownership of 2,140,000 Insider Shares as of record date of the 2,300,000 Insider Shares that were issued to the Sponsor prior to our IPO and an aggregate of 498,225 Private Placement Units that were purchased by the Sponsor in a private placement which occurred simultaneously with the completion of the IPO or upon the exercise of the overallotment option granted the underwriters at the time of the IPO. As a consequence, a liquidating distribution will be made only with respect to the public shares. In addition, certain of executive officers have beneficial interests in the Sponsor. Such persons have waived their rights to liquidating distributions from the Trust Account with respect to these securities, and all of such investments would expire worthless if an initial business combination is not consummated. Additionally, such persons can eaa positive rate of retuon their overall investment in the combined company after an initial business combination, even if other holders of our common stock experience a negative rate of return, due to having initially purchased the Insider Shares for an aggregate of
We have incurred and expect to incur significant costs associated with the Business Combination. Whether or not the Business Combination is completed, the incurrence of these costs will reduce the amount of cash available to be used for other corporate purposes by us if the Business Combination is not completed.
We expect to incur significant transaction and transition costs associated with the Business Combination and operating as a public company following the closing of the Business Combination. We may also incur additional costs to retain key employees. Certain transaction expenses incurred in connection with the Business Combination, include all legal, accounting, consulting, investment banking and other fees, expenses and costs, and will be paid by the combined company following the closing of the Business Combination. Even if the Business Combination is not completed, we expect to incur transactions expenses. These expenses will reduce the amount of cash available to be used for other corporate purposes by us if the Business Combination is not completed.
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BACKGROUND
We are a blank check company formed in
There are currently 4,050,231 shares of common stock issued and outstanding. The shares of common stock includes 1,137,006 shares of Company's redeemable Class A common stock, 613,225 shares of Company's non-redeemable Class A common stock, and 2,300,000 shares of Class B common stock. As of the record date, there were 920,000 public rights outstanding. Upon completion of the initial business combination, each holder of a right will receive one-tenth (1/10) of one Class A common stock.
A total of
Pursuant to the charter, in the event that we have not consummated an initial Business Combination within 33 months from the date of the closing of the Offering, upon the Sponsor's request, the Company could extend the period of time to consummate a Business Combination by an additional six months, provided that (i) the Sponsor (or its affiliates or permitted designees) deposited into the Trust Account an amount equal to the lesser of (x)
Our Board believes that it is in the best interests of the stockholders to continue our existence until the proposed Extended Date in order to allow us more time to complete the Business Combination.
Approximately
Business Combination
The purpose of the Extension Amendment Proposal, the Trust Amendment Proposal and, if necessary, the Adjournment Proposal, is to reduce our cost to exercise one or more extensions beginning on
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The GLST Board has determined that it is in the best interests of the Company to seek an extension of the Termination Date and have the Company's shareholders approve the Extension Amendment Proposal and the Trust Amendment Proposal to allow for additional time to consummate the business combination. Without the Extension, the Company believes that the Company will not be able to complete the business combination on or before the Termination Date. If that were to occur, the Company would be precluded from completing the business combination and would be forced to liquidate. Consequently, in the event that we do not receive sufficient votes for the Extension Amendment Proposal and the Trust Amendment Proposal, the Sponsor will deposit into the Trust Account the lesser of (x)
It is presently contemplated that if any such additional regulatory approvals or actions are required, those approvals or actions will be sought. There can be no assurance, however, that any additional approvals or actions will be obtained. This includes any potential review by a
CFIUS is an interagency committee authorized to review certain transactions involving foreign investment in
Although we do not believe we are a "foreign person," CFIUS may take a different view and decide to block or delay our initial business combination, impose conditions to mitigate national security concerns with respect to our initial business combination, order us to divest all or a portion of a
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The Board believes that there may not be sufficient time before
Because we have only a limited time to complete our initial business combination, even if we are able to effect the Extension, our failure to complete our initial business combination within the requisite time period may require us to liquidate. We cannot assure you that the Sponsor would be able to satisfy its obligations under the Letter Agreement. Based upon the current amount in the Trust Account, we anticipate that the per-share price at which public shares will be redeemed from cash held in the Trust Account will be approximately
You are not being asked to vote on our initial business combination at this time. If the Extension is implemented and you do not elect to redeem your public shares, provided that you are a stockholder on the record date for a meeting to consider our initial business combination, you will retain the right to vote on our initial business combination when it is submitted to stockholders and the right to redeem your public shares for cash in the event the initial business combination is approved and completed or we have not consummated a business combination by the Extended Date.
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THE EXTENSION AMENDMENT PROPOSAL
The Company is proposing to amend its charter to extend the date by which the Company has to consummate an initial business combination to the Extended Date.
The Extension Amendment Proposal and the Trust Amendment Proposal are required for the implementation of the Board's plan to allow the Company more time to complete the initial business combination.
If the Extension Amendment Proposal and the Trust Amendment Proposal are not approved, our Sponsor determines not to fund any additional extension as permitted by the charter, and we have not consummated the initial business combination by
We reserve the right at any time to cancel the Special Meeting and not to submit to our stockholders the Extension Amendment Proposal and implement the Extension Amendment.
The Board believes that given our expenditure of time, effort and money on identifying a target for our initial business combination, circumstances warrant providing public stockholders an opportunity to consider the initial business combination and that it is in the best interests of our stockholders that we obtain the Extension. The Board believes that we will be able to identify a target for our initial business combination that will provide significant benefits to our stockholders.
A copy of the proposed amendment to the charter of the Company is attached to this Proxy Statement in Annex A.
Reasons for the Extension Amendment Proposal
The Company's charter provides that the Company has until
The purpose of the Extension Amendment Proposal, the Trust Amendment Proposal and, if necessary, the Adjournment Proposal, is to reduce our cost to exercise one or more extensions beginning on
The GLST Board has determined that it is in the best interests of the Company to seek an extension of the Termination Date and have the Company's shareholders approve the Extension Amendment Proposal and the Trust Amendment Proposal to allow for additional time to consummate the business combination. Without the Extension, the Company believes that the Company may not be able to complete the business combination on or before the Termination Date. If that were to occur, the Company would be precluded from completing the business combination and would be forced to liquidate.
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If the Extension is approved and implemented, subject to satisfaction of the conditions to closing in the Business Combination (including, without limitation, receipt of stockholder approval of the Business Combination), we intend to complete the Business Combination as soon as possible and in any event on or before the Extended Date.
The Company's IPO prospectus and charter provide that the affirmative vote of the holders of at least 65% of all outstanding shares of common stock, including the Insider Shares, is required to extend our corporate existence, except in connection with, and effective upon, consummation of a business combination. Additionally, our IPO prospectus and charter provide for all public stockholders to have an opportunity to redeem their public shares in the case our corporate existence is extended as described above. Because we continue to believe that a business combination would be in the best interests of our stockholders, and because we will not be able to conclude a business combination within the permitted time period, the Board has determined to seek stockholder approval to extend the date by which we have to complete a business combination beyond
We believe that the foregoing charter provision was included to protect Company stockholders from having to sustain their investments for an unreasonably long period if the Company failed to find a suitable business combination in the timeframe contemplated by the charter. We also believe that, given the Company's expenditure of time, effort and money on finding a business combination, circumstances warrant providing public stockholders an opportunity to consider the Business Combination.
If the Extension Amendment Proposal is Not Approved
Stockholder approval of the Extension Amendment and the Trust Amendment Proposal are required for the implementation of our Board's plan to extend the date by which we must consummate our initial business combination. Therefore, our Board will abandon and not implement the Extension Amendment and the Trust Amendment unless our stockholders approve the Extension Amendment Proposal and the Trust Amendment Proposal.
If the Extension Amendment Proposal and the Trust Amendment Proposal are not approved, our Sponsor determines not to fund any additional extensions as permitted by the charter, and we have not consummated the Business Combination by
There will be no distribution from the Trust Account with respect to the Company's rights, which will expire worthless in the event we wind up. In the event of a liquidation, our Sponsor, directors and officers will not receive any monies held in the Trust Account as a result of their ownership of the Insider Shares or the Private Placement Units.
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If the Extension Amendment Proposal Is Approved
If the Extension Amendment Proposal and the Trust Amendment Proposal are approved, the Company will file an amendment to the charter with the Secretary of State of the
Notwithstanding stockholder approval of the Extension Amendment Proposal, our Board will retain the right to abandon and not implement the Extension at any time without any further action by our stockholders. We reserve the right at any time to cancel the Special Meeting and not to submit to our stockholders the Extension Amendment Proposal and implement the Extension Amendment. In the event the Special Meeting is cancelled, we will dissolve and liquidate in accordance with the charter.
You are not being asked to vote on the Business Combination at this time. If the Extension is implemented and you do not elect to redeem your public shares, provided that you are a stockholder on the record date for a meeting to consider the Business Combination, you will retain the right to vote on the Business Combination when it is submitted to stockholders and the right to redeem your public shares for cash in the event the Business Combination is approved and completed or we have not consummated a business combination by the Extended Date.
If the Extension Amendment Proposal is approved and the board of directors decides to implement the Extension Amendment Proposal, the Sponsor or its designees have agreed to contribute to the Company a loan referred to herein as the Monthly Extension Loan in the amount which is the lesser of (x)
If the Extension Amendment Proposal is approved, and the Extension is implemented, the removal of the Withdrawal Amount from the Trust Account in connection with the Election will reduce the amount held in the Trust Account. The Company cannot predict the amount that will remain in the Trust Account if the Extension Amendment Proposal is approved, and the amount remaining in the Trust Account may be only a small fraction of the approximately
Redemption Rights
If the Extension Amendment Proposal is approved, and the Extension is implemented, each public stockholder may seek to redeem its public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares. Holders of public shares who do not elect to redeem their public shares in connection with the Extension will retain the right to redeem their public shares in connection with any stockholder vote to approve a proposed business combination, or if the Company has not consummated a business combination by the Extended Date.
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TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST SUBMIT A REQUEST IN WRITING THAT WE REDEEM YOUR PUBLIC SHARES FOR CASH TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY AT THE ADDRESS BELOW, AND, AT THE SAME TIME, ENSURE YOUR BANK OR BROKER COMPLIES WITH THE REQUIREMENTS IDENTIFIED ELSEWHERE HEREIN, INCLUDING DELIVERING YOUR SHARES TO THE TRANSFER AGENT TWO (2) B U S I N E S S D A Y S PRIOR TO THE VOTE ON THE EXTENSION AMENDMENT PROPOSAL PRIOR TO
In connection with tendering your shares for redemption, prior to
Through the DWAC system, this electronic delivery process can be accomplished by the stockholder, whether or not it is a record holder or its shares are held in "street name," by contacting the transfer agent or its broker and requesting delivery of its shares through the DWAC system. Delivering shares physically may take significantly longer. In order to obtain a physical stock certificate, a stockholder's broker and/or clearing broker, DTC, and the Company's transfer agent will need to act together to facilitate this request. There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker
Certificates that have not been tendered in accordance with these procedures prior to
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If properly demanded, the Company will redeem each public share for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares. Based upon the current amount in the Trust Account, the Company anticipates that the per-share price at which public shares will be redeemed from cash held in the Trust Account will be approximately
If you exercise your redemption rights, you will be exchanging your shares of the Company's common stock for cash and will no longer own the shares. You will be entitled to receive cash for these shares only if you properly demand redemption and tender your stock certificate(s) to the Company's transfer agent prior to
The Company anticipates that a public stockholder who tenders shares for redemption in connection with the vote to approve the Extension Amendment Proposal would receive payment of the redemption price for such shares soon after the completion of the Extension.
Vote Required for Approval
The affirmative vote by holders of at least 65% of the Company's outstanding shares of common stock, including the Insider Shares, is required to approve the Extension Amendment Proposal. If the Extension Amendment Proposal and the Trust Amendment Proposal are not approved, the Extension Amendment and Trust Amendment will not be implemented and, if the Business Combination has not been consummated by
Our Board will abandon and not implement the Extension Amendment Proposal unless our stockholders approve both the Extension 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 Extension Amendment and Trust Amendment, our Board will retain the right to abandon and not implement the Extension Amendment and Trust Amendment at any time without any further action by our stockholders.
Our Sponsor and all of our directors and officers are expected to vote any common stock owned by them in favor of the Extension Amendment Proposal. On the record date, our Sponsor, directors and officers beneficially owned and were entitled to vote an aggregate of 2,140,000 Insider Shares, representing approximately 65.13% of the Company's issued and outstanding shares of common stock. Our Sponsor and directors do not intend to purchase shares of common stock in the open market or in privately negotiated transactions in connection with the stockholder vote on the Extension Amendment.
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Interests of our Sponsor, Directors and Officers
When you consider the recommendation of our Board, you should keep in mind that our Sponsor, executive officers, and members of our Board and special 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 our Sponsor and our directors and officers hold 2,140,000 Insider Shares and, 498,225 Private Placement Units, all such securities jointly beneficially owned by our Chief Executive Officer and Chief Financial Officer. In addition, certain of our executive officers have beneficial interests in the Sponsor. All of such investments would expire worthless if a business combination is not consummated; on the other hand, if a business combination is consummated, such investments could eaa positive rate of retuon their overall investment in the combined company, even if other holders of our common stock experience a negative rate of return, due to having initially purchased the Insider Shares for |
| ● | the fact that, if the Trust Account is liquidated, including in the event we are unable to complete an initial business combination within the required time period, the Sponsor has agreed to indemnify us to the extent any claims by a third party for services rendered or products sold to us, or any claims by a prospective target business with which we have discussed entering into an acquisition agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) |
| ● | the fact that none of our officers or directors has received any cash compensation for services rendered to the Company, and all of the current members of our Board are expected to continue to serve as directors at least through the date of the special meeting to vote on a proposed business combination and may even continue to serve following any potential business combination and receive compensation thereafter. |
The Board's Reasons for the Extension Amendment Proposal and Its Recommendation
As discussed below, after careful consideration of all relevant factors, our Board has determined that the Extension Amendment is in the best interests of the Company and its stockholders. Our Board has approved and declared advisable adoption of the Extension Amendment Proposal and recommends that you vote "FOR" such proposal.
Our charter provides that the Company has until
The purpose of the Extension Amendment Proposal, the Trust Amendment Proposal and, if necessary, the Adjournment Proposal, is to reduce our cost to exercise one or more extensions beginning on
27
The GLST Board has determined that it is in the best interests of the Company to seek an extension of the Termination Date and have the Company's shareholders approve the Extension Amendment Proposal and the Trust Amendment Proposal to allow for additional time to consummate the business combination. Without the Extension, the Company believes that the Company will not be able to complete the business combination on or before the Termination Date. If that were to occur, the Company would be precluded from completing the business combination and would be forced to liquidate. Consequently, in the event that we do not receive sufficient votes for the Extension Amendment Proposal and the Trust Amendment Proposal, the Sponsor will deposit into the Trust Account the lesser of (x)
Our charter states that if the Company's stockholders approve an amendment to the Company's charter that would affect the substance or timing of the Company's obligation to redeem 100% of the Company's public shares if it does not complete a business combination before
In addition, the Company's IPO prospectus and charter provide that the affirmative vote of the holders of at least 65% of all outstanding shares of common stock, including the Insider Shares, is required to extend our corporate existence, except in connection with, and effective upon the consummation of, a business combination. We believe that, given the Company's expenditure of time, effort and money on finding a business combination. Because we continue to believe that a Business Combination would be in the best interests of our stockholders, the Board has determined to seek stockholder approval to extend the date by which we have to complete a business combination beyond
The Company is not asking you to vote on the Business Combination at this time. If the Extension is implemented and you do not elect to redeem your public shares, you will retain the right to vote on the Business Combination in the future and the right to redeem your public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, in the event the Business Combination is approved and completed or the Company has not consummated another business combination by the Extended Date.
After careful consideration of all relevant factors, the Board determined that the Extension Amendment is in the best interests of the Company and its stockholders.
Recommendation of the Board
Our Board unanimously recommends that our stockholders vote "FOR" the approval of the Extension Amendment Proposal.
28
The following discussion is a summary of certain
If a partnership (including an entity or arrangement treated as a partnership for
WE URGE HOLDERS OF OUR COMMON STOCK CONTEMPLATING EXERCISE OF THEIR REDEMPTION RIGHTS TO CONSULT THEIR OWN TAX ADVISORS CONCERNING
This section is addressed to
| ● | an individual who is a |
| ● | a corporation (including an entity treated as a corporation for |
| ● | an estate the income of which is includible in gross income for |
| ● | a trust (A) the administration of which is subject to the primary supervision of a |
29
Redemption of Common Stock
In the event that a
In determining whether any of the foregoing tests are satisfied, a
If none of the foregoing tests are satisfied, then the redemption will be treated as a distribution and the tax effects will be as described below under "
Gain or Loss on a Redemption of Common Stock Treated as a Sale
If the redemption qualifies as a sale of common stock, a
30
Taxation of Distributions
If the redemption does not qualify as a sale of common stock, the
This section is addressed to Non-
Redemption of Common Stock
The characterization for
Non-
Gain or Loss on a Redemption of Common Stock Treated as a Sale
If the redemption qualifies as a sale of common stock, a Non-
| ● | the gain is effectively connected with the conduct of a trade or business by the Non- |
| ● | the Non- |
|
| ● | we are or have been a " |
31
Taxation of Distributions
If the redemption does not qualify as a sale of common stock, the Non-
As previously noted above, the foregoing discussion of certain material
32
THE TRUST AMENDMENT PROPOSAL
The Trust Amendment
The proposed Trust Amendment would amend our existing Investment Management Trust Agreement dated as of
Reasons for the Trust Amendment
The purpose of the Trust Amendment is to give the Company the right to extend the business combination period from
The Company's current Trust Agreement provides that the Company has until 12 months after the closing of the IPO (or up to 33 months after the closing of the IPO if the Company extends the period of time to consummate a Business Combination by depositing into the Trust Account the lesser of (x)
If the Trust Amendment is not approved and our Sponsor determines not to fund the remaining six one-month extensions by depositing into the Trust Account the lesser of (x)
Full Text of the Resolution to be Approved
"RESOLVED THAT subject to and conditional upon the trust account, which is governed by the Trust Agreement, the Trust Agreement be amended in the form set forth in Annex B to the accompanying proxy statement to allow the Company to extend the date by which the Company has to complete a business combination from
33
If the Trust Amendment Is Approved
If the Extension Amendment Proposal and the Trust Amendment Proposal are approved, the amendment to the Trust Agreement in the form of Annex B hereto will be executed and the Trust Account will not be disbursed except in connection with our completion of the Business Combination or in connection with our liquidation if we do not complete an initial business combination by the applicable termination date. The Company will then continue to attempt to consummate a business combination until the applicable Extended Termination Date or until the Company's Board of Directors determines in its sole discretion that it will not be able to consummate an initial business combination by the applicable Extended Termination Date and does not wish to seek an additional extension.
Vote Required for Approval
The approval of the Trust Amendment Proposal requires the affirmative vote of the 65% of the votes cast by stockholders represented in person or by proxy at the Special Meeting. Accordingly, if a valid quorum is otherwise established, a stockholder's failure to vote by proxy or online at the Special Meeting will have no effect on the outcome of any vote on the Trust Amendment Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the outcome of the Trust Amendment Proposal.
Our Board will abandon and not implement the Trust Amendment Proposal unless our stockholders approve both the Extension 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 Extension Amendment and Trust Amendment, our Board will retain the right to abandon and not implement the Extension Amendment and Trust Amendment at any time without any further action by our stockholders.
Our Sponsor and all of our directors and officers are expected to vote any common stock owned by them in favor of the Trust Amendment Proposal. On the record date, our Sponsor, directors and officers beneficially owned and were entitled to vote an aggregate of 2,140,000 shares of common stock, representing approximately 65.13% of the Company's issued and outstanding shares of common stock. Our Sponsor and directors do not intend to purchase shares of common stock in the open market or in privately negotiated transactions in connection with the stockholder vote on the Trust Amendment.
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 business combination by the Extended Termination Date.
Recommendation of the Board
OUR BOARD UNANIMOUSLY RECOMMENDS THAT OUR STOCKHOLDERS VOTE "FOR" THE APPROVAL OF THE TRUST AMENDMENT PROPOSAL.
34
THE ADJOURNMENT PROPOSAL
Overview
The Adjournment Proposal, if adopted, will allow our Board 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 that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal and the Trust Amendment Proposal. In no event will our Board adjouthe Special Meeting beyond
Consequences if the Adjournment Proposal is Not Approved
If the Adjournment Proposal is not approved by our stockholders, our Board may not be able to adjouthe Special Meeting to a later date in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal and the Trust Amendment Proposal.
Vote Required for Approval
The approval of the Adjournment Proposal requires the affirmative vote of the majority of the votes cast by stockholders represented in person or by proxy at the Special Meeting. Accordingly, if a valid quorum is otherwise established, a stockholder's failure to vote by proxy or online at the Special Meeting will have no effect on the outcome of any vote on the Adjournment Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the outcome of the Adjournment Proposal.
Recommendation of the Board
Our Board unanimously recommends that our stockholders vote "FOR" the approval of the Adjournment Proposal.
35
THE SPECIAL MEETING
Overview
Date, Time and Place. The Special Meeting of the Company's stockholders will be held at
To register for the virtual meeting, please follow these instructions as applicable to the nature of your ownership of our common stock. If your shares are registered in your name with our transfer agent and you wish to attend the online-only virtual meeting, go to https://www.cstproxy.com/globalstarspac/ext2024 and enter the control number you received on your proxy card and click on the "Click here" to preregister for the online meeting link at the top of the page. Just prior to the start of the meeting you will need to log back into the meeting site using your control number. Pre-registration is recommended but is not required in order to attend.
Beneficial stockholders who wish to attend the online-only virtual meeting must obtain a legal proxy by contacting their account representative at the bank, broker, or other nominee that holds their shares and e-mail a copy (a legible photograph is sufficient) of their legal proxy to [email protected]. Beneficial stockholders who e-mail a valid legal proxy will be issued a meeting control number that will allow them to register to attend and participate in the online-only meeting. After contacting our transfer agent, a beneficial holder will receive an e-mail prior to the meeting with a link and instructions for entering the virtual meeting. Beneficial stockholders should contact our transfer agent no later than 72 hours prior to the meeting date.
Stockholders will also have the option to listen to the Special Meeting by telephone by calling:
| ● | Within the |
| ● | Outside of the |
The passcode for telephone access: 5290679#. You will not be able to vote or submit questions unless you register for and log in to the Special Meeting webcast as described herein.
Voting Power; Record Date. You will be entitled to vote or direct votes to be cast at the Special Meeting, if you owned the Company's common stock at the close of business on
Votes Required. Approval of the Extension Amendment Proposal and the Trust Amendment Proposal will require the affirmative vote of holders of at least 65% of the Company's common stock outstanding on the record date, including the Insider Shares. If you do not vote or if you abstain from voting on a proposal, your action will have the same effect as an "AGAINST" vote. Broker non-votes will have the same effect as "AGAINST" votes.
At the close of business on the record date of the Special Meeting, there were 4,050,231 shares of our common stock outstanding, each of which entitles its holder to cast one vote per proposal.
36
If you do not want the Extension Amendment Proposal or the Trust Amendment Proposal approved, you must abstain, not vote, or vote "AGAINST" such proposal. You will be entitled to redeem your public shares for cash in connection with this vote whether or not you vote on the Extension Amendment Proposal so long as you elect to redeem your public shares for a pro rata portion of the funds available in the Trust Account in connection with the Extension Amendment Proposal. The Company anticipates that a public stockholder who tenders shares for redemption in connection with the vote to approve the Extension Amendment Proposal would receive payment of the redemption price for such shares soon after the completion of the Extension Amendment Proposal.
Proxies; Board Solicitation; Proxy Solicitor. Your proxy is being solicited by the Board on the proposals being presented to stockholders at the Special Meeting. The Company has engaged
37
BENEFICIAL OWNERSHIP OF SECURITIES
The following table sets forth information regarding the beneficial ownership of the Company's common stock as of the record date based on information obtained from the persons named below, with respect to the beneficial ownership of shares of the Company's common stock, by:
| ● | each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock; |
| ● | each of our executive officers and directors that beneficially owns shares of common stock; and |
| ● | all our executive officers and directors as a group. |
As of the record date, there were 4,050,231 shares of common stock issued and outstanding, consisting of 1,137,006 shares of Company's redeemable Class A common stock, 613,225 shares of Company's non-redeemable Class A common stock, and 2,300,000 shares of Class B common stock. Class A Ordinary Shares underlying the Private Placement Warrants held by the Sponsor are not required to be, and are not, included in the table below because these securities are not exercisable within 60 days of this proxy statement. Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all of our common stock beneficially owned by them.
| Class A Common Stock |
Class B Common Stock (2) |
Approximate | ||||||||||||||||||
| Number of Shares Beneficially Owned |
Approximate Percentage of Class |
Number of Shares Beneficially Owned |
Approximate Percentage of Class |
Percentage of Outstanding Common Stock |
||||||||||||||||
| 498,225 | 28.46 | % | 1,640,000 | 71.30 | % | 52.79 | % | |||||||||||||
| 498,225 | 28.46 | % | 1,940,000 | 84.35 | % | 60.19 | % | |||||||||||||
| 498,225 | 28.46 | % | 1,640,000 | 71.30 | % | 52.79 | % | |||||||||||||
| - | - | 50,000 | 2.17 | % | 1.23 | % | ||||||||||||||
| - | - | 50,000 | 2.17 | % | 1.23 | % | ||||||||||||||
| - | - | 20,000 | * | * | ||||||||||||||||
| LAM Chun Wing | - | - | 20,000 | * | * | |||||||||||||||
| 20,000 | * | * | ||||||||||||||||||
| - | - | 20,000 | * | * | ||||||||||||||||
| 20,000 | * | * | ||||||||||||||||||
| All directors and executive officers as a group (8 individuals) | 498,225 | 28.46 | % | 2,140,000 | 93.04 | % | 65.13 | % | ||||||||||||
| Other 1-5% Stockholders | ||||||||||||||||||||
| - | - | 160,000 | 6.95 | % | 1.98 | % | ||||||||||||||
| 292,361 | 16.70 | % | - | - | 7.21 | % | ||||||||||||||
| 477,265 | 27.26 | % | - | - | 11.78 | % | ||||||||||||||
| 345,882 | 19.76 | % | - | - | 8.53 | % | ||||||||||||||
| 99,624 | 5.69 | % | - | - | 2.45 | % |
| (1) |
38
| (2) | Interests shown consist solely of founder shares, classified as shares of Class B common stock, as well as placement shares after the IPO. Founder shares are convertible into shares of Class A common stock on a one-for-one basis, subject to adjustment. |
| (3) | |
| (4) | Based on a Schedule 13GA filed on |
| (5) | Based on a Schedule 13G filed on |
| (6) | Based on a Schedule 13G filed on |
| (7) | Based on a Schedule 13G filed on |
The holders of the founder shares have agreed (a) to vote any founder shares owned by it in favor of any proposed business combination and (b) not to redeem any founder shares in connection with a stockholder vote to approve a proposed initial business combination. Our sponsor and our executive officers and directors are deemed to be our "promoters" as such term is defined under the federal securities laws.
39
STOCKHOLDER PROPOSALS
If the Extension Amendment Proposal and the Trust Amendment Proposal are approved, we anticipate that the 2024 annual meeting of stockholders will be held no later than
Our bylaws provide notice procedures for stockholders to propose business to be considered by stockholders at a meeting. Notice of a proposal must be delivered to us not later than the close of business on the 90th day nor earlier than the opening of business on the 120th day before the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder to be timely must be so delivered not earlier than the close of business on the 120th day before the meeting and not later than the later of (x) the close of business on the 90th day before the meeting or (y) the close of business on the 10th day following the day on which public announcement of the date of the annual meeting is first made by us. Accordingly, for our 2024 Annual Meeting, assuming the meeting is held on or about
If the Extension Amendment Proposal and the Trust Amendment Proposal are not approved, our Sponsor determines not to fund any additional extensions as permitted by the charter, and the Company fails to complete a qualifying business combination on or before
HOUSEHOLDING INFORMATION
Unless we have received contrary instructions, we may send a single copy of this Proxy Statement to any household at which two or more stockholders reside if we believe the stockholders are members of the same family. This process, known as "householding," reduces the volume of duplicate information received at any one household and helps to reduce our expenses. However, if stockholders prefer to receive multiple sets of our disclosure documents at the same address this year or in future years, the stockholders should follow the instructions described below. Similarly, if an address is shared with another stockholder and together both of the stockholders would like to receive only a single set of our disclosure documents, the stockholders should follow these instructions:
| ● | If the shares are registered in the name of the stockholder, the stockholder should contact us at 703-790-0717 to inform us of his or her request; or |
| ● | If a bank, broker or other nominee holds the shares, the stockholder should contact the bank, broker or other nominee directly. |
WHERE YOU CAN FIND MORE INFORMATION
We file reports, proxy statements and other information with the
40
If you would like additional copies of this Proxy Statement or if you have questions about the proposals to be presented at the Special Meeting, you should contact the Company's proxy solicitation agent at the following address, telephone number and email:
Toll Free: 855-414-2266
Email: [email protected]
You may also obtain these documents by requesting them from the Company at:
1641 International Drive Unit 208
Attn:
(703) 790-0717
If you are a stockholder of the Company and would like to request documents, please do so by
41
ANNEX A
THIRD AMENDMENT TO THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF
Pursuant to Section 242 of the Delaware General Corporation Law
| 1. | The name of the Corporation is |
| 2. | This Third Amendment to the Amended and Restated Certificate of Incorporation amends the Amended and Restated Certificate of Incorporation of the Corporation. |
| 3. | This Third Amendment to the Amended and Restated Certificate of Incorporation was duly adopted by the affirmative vote of the holders of 65% of the stock entitled to vote at a meeting of stockholders in accordance with the provisions of Section 242 of the "DGCL". |
| 4. | Section 9.1(b) is hereby amended and restated to read in its entirety as follows: |
| (a) | In the event that the Corporation has not consummated an initial Business Combination within 12 months from the date of the closing of the Offering, upon the Sponsor's request, the Corporation may extend the period of time to consummate a Business Combination by an additional six months pursuant to six one-month extensions, from |
| 5. | Section 9.2 (a) is hereby amended and restated to read in its entirety as follows: |
| (a) | Prior to the consummation of the initial Business Combination, the Corporation shall provide all holders of Offering Shares with the opportunity to have their Offering Shares redeemed upon the consummation of the initial business combination pursuant to, and subject to the limitations of, Sections 9.2(b) and 9.2(c) (such rights of such holders to have their Offering Shares redeemed pursuant to such Sections, the "Redemption Rights") hereof for cash equal to the applicable redemption price per share determined in accordance with Section 9.2(b) hereof (the "Redemption Price"). |
A-1
IN WITNESS WHEREOF,
| By: | ||
| Title: | Chief Executive Officer |
A-2
ANNEX B
PROPOSED AMENDMENT NO. 3 TO THE
INVESTMENT MANAGEMENT TRUST AGREEMENT
This Amendment No. 3 (this "Amendment"), dated as of _____, 2024, to the Investment Management Trust Agreement (as defined below) is made by and between
WHEREAS, the Company and the Trustee entered into an Investment Management Trust Agreement dated as of
WHEREAS, Section 1(i) of the Trust Agreement sets forth the terms that govethe liquidation of the Trust Account under the circumstances described therein; and
NOW THEREFORE, IT IS AGREED:
1. Section 1(i) of the Trust Agreement is hereby amended and restated in its entirety as follows:
"(i) 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 at least two of its Chief Executive Officer, Chief Financial Officer, Secretary or Chairman of the board of directors of the Company (the "Board") or other authorized officer of the Company, and, in the case of a Termination Letter in a form substantially similar to the attached hereto as Exhibit A, acknowledged and agreed to by the Representative, 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 taxes (less up to
2. The following defined term in the Trust Agreement shall be amended and restated in their entirety:
"Trust Agreement" shall mean that certain Investment Management Trust Agreement dated
3. The term "Property" shall be deemed to include any Extension Payment paid to the Trust Account in accordance with the terms of the Amended and Restated Certificate of Incorporation and the Trust Agreement.
B-1
4. A new Exhibit D of the Trust Agreement is hereby added as follows:
[Letterhead of GLST]
[Insert date]
Attn:
Re: Trust Account - Extension Letter
Gentlemen:
Pursuant to paragraphs 1(k) of the Investment Management Trust Agreement between
Very truly yours,
| By: | ||
| Title: | Chief Executive Officer |
6. All other provisions of the Trust Agreement shall remain unaffected by the terms hereof.
7. This Amendment may be signed in any number of counterparts, each of which shall be an original and all of which shall be deemed to be one and the same instrument, with the same effect as if the signatures thereto and hereto were upon the same instrument. A facsimile signature or electronic signature shall be deemed to be an original signature for purposes of this Amendment.
8. This Amendment 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 every defect in fulfilling such requirements for an effective amendment to the Trust Agreement is hereby ratified, intentionally waived and relinquished by all parties hereto.
9. This Amendment shall be governed by and construed and enforced in accordance with the laws of the
B-2
IN WITNESS WHEREOF, the parties have duly executed this First Amendment to the Investment Management Trust Agreement as of the date first written above.
| By: | ||
| Title: | Senior Vice President and Director of Shareholder Services |
| By: | ||
| Title: | Chief Executive Officer |
B-3
1641 International Drive Unit 208
703-790-0717
SPECIAL MEETING OF STOCKHOLDERS
YOUR VOTE IS IMPORTANT
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON
The undersigned, revoking any previous proxies relating to these shares, hereby acknowledges receipt of the Notice dated
THIS PROXY, WHEN EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR" THE EXTENSION AMENDMENT PROPOSAL (PROPOSAL 1), "FOR" THE TRUST AMENDMENT PROPOSAL (PROPOSAL 2), AND "FOR" THE ADJOURNMENT PROPOSAL (PROPOSAL 3), IF PRESENTED.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL PROPOSALS.
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Stockholders to be held on
| Proposal 1 - Extension Amendment Proposal | FOR | AGAINST | ABSTAIN | |||
| Amend the Company's charter, to extend the date by which the Company has to allow up to six (6) one-month extensions and to decrease the monthly extension fee commencing on |
☐ | ☐ | ☐ | |||
| Proposal 2 - Trust Amendment Proposal | FOR | AGAINST | ABSTAIN | |||
|
Amend the Company's investment management trust agreement, to allow up to six (6) one-month extensions and to decrease the monthly extension fee commencing on |
☐ | ☐ | ||||
| Proposal 3 - Adjournment Proposal | FOR | AGAINST | ABSTAIN | |||
| Approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, one or more of the proposals, the "Adjournment Proposal." | ☐ | ☐ | ☐ |
Dated: _______, 2024
Stockholder's Signature
Stockholder's Signature
Signature should agree with name printed hereon. If stock is held in the name of more than one person, EACH joint owner should sign. Executors, administrators, trustees, guardians, and attorneys should indicate the capacity in which they sign. Attorneys should submit powers of attorney.
PLEASE SIGN, DATE AND RETURN THE PROXY IN THE ENVELOPE ENCLOSED TO CONTINENTAL STOCK TRANSFER &
Attachments
Disclaimer
Markets Mixed After Wall St Losses As Traders Weigh US Rates Outlook
Preliminary Revised Proxy Statement – Form PRER14A
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