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 ☐
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| ☐ | 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 under §240.14a-12 |
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NOTICE OF SPECIAL MEETING
TO BE HELD ON
TO THE STOCKHOLDERS OF EVEREST CONSOLIDATOR ACQUISITION CORPORATION:
You are cordially invited to attend the special meeting (the "special meeting") of stockholders of
| 1. | A proposal to amend (the "Extension Amendment") the Company's Amended and Restated Certificate of Incorporation (as amended, the "Charter") to provide the Company's Board of Directors (the "Board") with the right to extend (the "Extension") the date by which the Company has to consummate a business combination (the "Combination Period") up to an additional six (6) times for one (1) month each time, from |
| 2. | A proposal to approve the adoption of an amendment (the "Trust Amendment") to that certain Investment Management Trust Agreement, dated as of |
| 3. | 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 to approve the Charter Amendment Proposals or if we determine that additional time is necessary to effectuate the Extension (the "Adjournment Proposal"). |
Each of the Extension Amendment Proposal, the Trust Amendment Proposal and the Adjournment Proposal is more fully described in the accompanying proxy statement. Please see "Questions and Answers about the Special Meeting - How do I attend the special meeting?" for more information.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE EXTENSION AMENDMENT PROPOSAL, THE TRUST AMENDMENT PROPOSAL AND, IF PRESENTED, THE ADJOURNMENT PROPOSAL.
The sole purpose of the Extension Amendment Proposal and the Trust Amendment Proposal is to provide the Company with sufficient time to complete a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination involving the Company and one or more businesses (a "business combination"). Following the Company's
The purpose of the Adjournment Proposal is to allow the Company to adjouthe special meeting to a later date or dates if we determine that additional time is necessary to permit further solicitation and vote of proxies in the event that there are insufficient votes to approve the Charter Amendment Proposals or if we determine that additional time is necessary to effectuate the Extension.
The affirmative vote of 65% of the Company's outstanding Class A common stock, par value
Approval of the Adjournment Proposal requires the affirmative vote of the majority of the votes cast by stockholders represented in person (including virtually) or by proxy at the special meeting.
Our Board has fixed the close of business on
In connection with the Charter Amendment Proposals, holders of public shares ("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 established by the Company in connection with its IPO (the "trust account") as of two business days prior to such approval, including any interest earned on the trust account deposits (which interest shall be net of taxes payable), divided by the number of then outstanding public shares (the "Election"), regardless of whether such public stockholders vote on the Charter Amendment Proposals. If the Charter Amendment Proposals are approved by the requisite vote of stockholders, holders of public shares that do not make the Election will retain the opportunity to have their public shares redeemed in conjunction with the consummation of a business combination, subject to any limitations set forth in our charter, as amended. 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 Company estimates that the per share price at which the public shares may be redeemed from cash held in the trust account will be approximately
The Inflation Reduction Act of 2022 (the "IRA") imposes a new
The Adjournment Proposal, if adopted, will allow our Board to adjouthe special meeting to a later date or dates, if necessary or appropriate, to permit further solicitation of proxies. The Adjournment Proposal will be presented to our stockholders only in the event that there are insufficient for, or otherwise in connection with, the approval of the Charter Amendment Proposals.
If the Extension Amendment Proposal is not approved and the Company does not consummate a business combination within the Combination Period, as contemplated by our IPO prospectus and in accordance with our charter, the Company 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, and subject to having lawfully available funds therefor, redeem 100% of the outstanding public shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including any interest earned on the trust account deposits (which interest shall be net of taxes payable and after setting aside up to
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 in connection with the Extension, you will retain the right to vote on a business combination when it is submitted to the public stockholders (provided that you are a stockholder on the record date for a meeting to consider a business combination) and the right to redeem your public shares for a pro rata portion of the trust account in the event a business combination is approved and completed or the Company has not consummated a business combination by the Extended Date.
After careful consideration of all relevant factors, our Board has determined that the Extension Amendment Proposal, the Trust Amendment Proposal and, if presented, the Adjournment Proposal are all advisable and recommends that you vote or give instruction to vote "FOR" each of the Extension Amendment Proposal, the Trust Amendment Proposal and, if presented, the Adjournment Proposal.
Enclosed is the proxy statement containing detailed information concerning the Extension Amendment Proposal, the Trust Amendment Proposal, Adjournment Proposal and the special meeting. Whether or not you plan to attend the special meeting, the Company urges you to read this material carefully and vote your shares.
| By Order of the Board of Directors, | |
| /s/ |
|
| 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 in person or virtually 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 in person or virtually 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 Charter Amendment Proposals, and an abstention will have the same effect as voting against the Charter Amendment Proposals. 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.
TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (1) IF YOU HOLD PUBLIC SHARES THROUGH UNITS, ELECT TO SEPARATE YOUR UNITS INTO THE UNDERLYING PUBLIC SHARES AND PUBLIC WARRANTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES, (2) SUBMIT A WRITTEN REQUEST TO THE TRANSFER AGENT BY
PROXY STATEMENT FOR THE SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON
The special meeting of stockholders (the "special meeting") of
A proposal to amend (the "Extension Amendment") the Company's Amended and Restated Certificate of Incorporation (as amended, the "Charter") to provide the Company's Board of Directors (the "Board") with the right to extend (the "Extension") the date by which the Company has to consummate a business combination (the "Combination Period") up to an additional six (6) times for one (1) month each time, from
| 1. | A proposal to approve the adoption of an amendment (the "Trust Amendment") to that certain Investment Management Trust Agreement, dated as of |
| 2. | 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 to approve the Charter Amendment Proposals or if we determine that additional time is necessary to effectuate the Extension (the "Adjournment Proposal"). |
Each of the Extension Amendment Proposal, the Trust Amendment Proposal, and the Adjournment Proposal is more fully described herein. Please see "Questions and Answers about the Special Meeting - How do I attend the special meeting?" for more information.
The sole purpose of the Extension Amendment Proposal and the Trust Amendment Proposal is to provide the Company with sufficient time to complete a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination involving the Company and one or more businesses (a "business combination"). Following the Company's
The purpose of the Adjournment Proposal is to allow the Company to adjouthe special meeting to a later date or dates if we determine that additional time is necessary to permit further solicitation and vote of proxies in the event that there are insufficient votes to approve the Charter Amendment Proposals or if we determine that additional time is necessary to effectuate the Extension.
The affirmative vote of 65% of the Company's outstanding Class A common stock ("Class A common stock" or the "public shares") and Class B common stock ("Class B common stock" or the "founder shares" and, together with the public shares, the "common stock"), voting together as a single class, will be required to approve the Charter Amendment Proposals. Approval of the Extension Amendment Proposal and the Trust Amendment Proposal is a condition to the implementation of the Extension.
Approval of the Adjournment Proposal requires the affirmative vote of the majority of the votes cast by stockholders represented in person (including virtually) or by proxy at the special meeting.
Our Board has fixed the close of business on
In connection with the Charter Amendment Proposals, holders of public shares ("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 established by the Company in connection with its IPO (the "trust account") as of two business days prior to such approval, including any interest earned on the trust account deposits (which interest shall be net of taxes payable), divided by the number of then outstanding public shares (the "Election"), regardless of whether such public stockholders vote on the Charter Amendment Proposals. If the Charter Amendment Proposals is approved by the requisite vote of stockholders, the holders of public shares that do not make the Election will retain the opportunity to have their public shares redeemed in conjunction with the consummation of a business combination, subject to any limitations set forth in our charter, as amended. 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 withdrawal of funds from the trust account in connection with the Election will reduce the amount held in the trust account following the Election, and the amount remaining in the trust account after such withdrawal may be only a fraction of the
The Company estimates that the per share price at which the public shares may be redeemed from cash held in the trust account will be approximately
The Inflation Reduction Act of 2022 (the "IRA") imposes a new
The Adjournment Proposal, if adopted, will allow our Board to adjouthe special meeting to a later date or dates, if necessary or appropriate, to permit further solicitation of proxies. The Adjournment Proposal will be presented to our stockholders only in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Charter Amendment Proposals.
If the Extension Amendment Proposal is not approved and the Company does not consummate a business combination within the Combination Period, as contemplated by our IPO prospectus and in accordance with charter, the Company 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, and subject to having lawfully available funds therefor, redeem 100% of the outstanding public shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including any interest earned on the trust account deposits (which interest shall be net of taxes payable and after setting aside up to
Our Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i)
Under the Delaware General Corporation Law (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.
However, because the Company will not be complying with Section 280 of the DGCL, Section 281(b) of the DGCL requires the Company to adopt a plan, based on facts known to the Company at such time that will provide for our payment of all existing and pending claims or claims that may be potentially brought against the Company within the subsequent ten years following our dissolution. However, because the Company is a blank check company, rather than an operating company, and our operations have been limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from our vendors (such as lawyers, investment bankers, etc.) or prospective target businesses.
If the Extension Amendment Proposal is approved, such approval will constitute consent for the Company to (i) remove from the trust account an amount (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 as of two business days prior to such approval, including any interest earned on the trust account deposits (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.
Our Board has fixed the close of business on
This proxy statement contains important information about the special meeting and the proposals to be voted on at the special meeting. Please read it carefully and vote your shares.
TABLE OF CONTENTS
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CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS
The statements contained in this proxy statement that are not purely historical are "forward-looking statements." Our forward-looking statements include, but are not limited to, statements regarding our or our management team's expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intends," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this proxy statement may include, without limitation, statements about:
| ● | our ability to select an appropriate target business or businesses; |
| ● | our ability to complete a business combination; |
| ● | our ability to consummate a business combination due to economic uncertainty and volatility in the financial markets, including as a result of the military conflict in |
| ● | our expectations around the performance of the prospective target business or businesses; |
| ● | our success in retaining or recruiting, or changes required in, our officers, key employees or directors following a business combination; |
| ● | our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving a business combination, as a result of which they would then receive expense reimbursements; |
| ● | our potential ability to obtain additional financing to complete a business combination; |
| ● | our pool of prospective target businesses; |
| ● | the delisting of our securities from the |
| ● | the ability of our officers and directors to generate a number of potential acquisition opportunities; |
| ● | our public securities' potential liquidity and trading; |
| ● | the lack of a market for our securities; |
| ● | the use of proceeds not held in the trust account (the "trust account") or available to us from interest income on the trust account balance; |
| ● | the trust account not being subject to claims of third parties; or |
| ● | our financial performance. |
The forward-looking statements contained in this proxy statement are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in the Risk Factors section of our Annual Report on Form 10-K for the year ended
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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?
This proxy statement and the enclosed proxy card are being sent to you in connection with the solicitation of proxies by our
The Company is a blank check company incorporated on
Following the closing of the IPO, an amount of
What is being voted on?
You are being asked to vote on each of the Extension Amendment Proposal, the Trust Amendment Proposal and, if presented, the Adjournment Proposal. Each of the proposals are listed below:
| 1. | The Extension Amendment Proposal: A proposal to amend (the "Extension Amendment") the Company's Amended and Restated Certificate of Incorporation (as amended, the "Charter") to provide the Company's Board of Directors (the "Board") with the right to extend (the "Extension") the date by which the Company has to consummate a business combination (the "Combination Period") up to an additional six (6) times for one (1) month each time, from |
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| 2. | The Trust Amendment Proposal: A proposal to approve the adoption of an amendment (the "Trust Amendment") to that certain Investment Management Trust Agreement, dated as of |
| 3. | The Adjournment Proposal: 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 to approve the Charter Amendment Proposals or if we determine that additional time is necessary to effectuate the Extension. |
What are the purposes of the Extension Amendment Proposal, the Trust Amendment Proposal and the Adjournment Proposal?
The sole purpose of the Extension Amendment Proposal is to provide the Company with sufficient time to complete a business combination. The Board currently believes that there will likely not be sufficient time within the Combination Period to complete a business combination. Accordingly, our Board believes that the Extension is necessary in order to be able to consummate a business combination. Therefore, our Board has determined that it is in the best interests of our stockholders to extend the date by which the Company must consummate a business combination to the Extended Date in order to provide our stockholders with the opportunity to participate in the prospective investment.
The purpose of the Trust Amendment Proposal is to allow the Company to extend the Combination Period up to an additional six (6) times for one (1) month each time from
The purpose of the Adjournment Proposal is to allow the Company to adjouthe special meeting to a later date or dates if we determine that additional time is necessary to permit further solicitation and vote of proxies in the event that there are insufficient votes to approve the Charter Amendment Proposals or if we determine that additional time is necessary to effectuate the Extension.
Approval of the Extension Amendment Proposal and the Trust Amendment Proposal is a condition to the implementation of the Extension.
If the Extension is implemented, such approval will constitute consent for the Company to remove the Withdrawal Amount from the trust account, deliver to the holders of redeemed public shares their portion of the Withdrawal Amount and retain the remainder of the funds in the trust account for the Company's use in connection with consummating a business combination on or before the Extended Date.
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 following the Election. The Company cannot predict the amount that will remain in the trust account after such withdrawal if the Extension Amendment Proposal is approved and the amount remaining in the trust account may be only a fraction of the
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If the Extension Amendment Proposal is not approved and the Company has not consummated a business combination within the Combination Period, the Company 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, and subject to having lawfully available funds therefor, redeem 100% of the outstanding public shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including any interest earned on the trust account deposits (which interest shall be net of taxes payable and after setting aside up to
The Adjournment Proposal will be presented at the special meeting only if there are not sufficient votes to approve the Charter Amendment Proposals.
The initial stockholders have agreed to waive their redemption rights with respect to their founder shares and public shares in connection with a stockholder vote to approve an amendment to the charter.
Why is the Company proposing the Extension Amendment Proposal, the Trust Amendment Proposal and the Adjournment Proposal?
The Company's charter provides for the retuof the IPO proceeds held in trust to the holders of shares of common stock sold in the IPO if there is no qualifying business combination(s) consummated within the Combination Period. The Board currently believes that there will likely not be sufficient time within the Combination Period to complete a business combination. Accordingly, the Company has determined to seek stockholder approval to extend the date by which the Company has to complete a business combination.
The sole purpose of the Extension Amendment Proposal is to provide the Company with sufficient time to complete a business combination, which our Board believes is in the best interest of our stockholders. The Company believes that given the Company's expenditure of time, effort and money on searching for potential business combination opportunities, including the fact that we are in active discussions regarding a business combination, circumstances warrant providing public stockholders an opportunity to consider a business combination.
The purpose of the Trust Amendment Proposal is to allow the Company to extend the Combination Period up to an additional six (6) times for one (1) month each time from
The purpose of the Adjournment Proposal is to allow the Company to adjouthe special meeting to a later date or dates if we determine that additional time is necessary to permit further solicitation and vote of proxies in the event that there are insufficient votes to approve the Charter Amendment Proposals or if we determine that additional time is necessary to effectuate the Extension. Accordingly, our Board is proposing the Charter Amendment Proposals and, if necessary, the Adjournment Proposal to extend the Company's corporate existence until the Extended Date.
You are not being asked to vote on any proposed business combination at this time. If the Extension is implemented and you do not elect to redeem your public shares now, you will retain the right to vote on any proposed business combination when and if one is submitted to the public stockholders (provided that you are a stockholder on the record date for a meeting to consider a business combination) and the right to redeem your public shares for a pro rata portion of the trust account in the event a proposed business combination is approved and completed or the Company has not consummated a business combination by the Extended Date.
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Why should I vote for the Extension Amendment Proposal?
Our Board believes stockholders will benefit from the Company consummating a business combination and is proposing the Extension Amendment Proposal to extend the date by which the Company must complete a business combination until the Extended Date. The Extension would give the Company the opportunity to complete a business combination, which our Board believes is in the best interests of the stockholders.
Our charter provides that if the our stockholders approve an amendment to our charter that would affect the substance or timing of the Company's obligation to redeem 100% of the Company's public shares if the Company does not complete a business combination within the Combination Period, the Company will provide our public stockholders with the opportunity to redeem all or a portion of their shares of common stock upon such approval at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to such approval, including any interest earned on the trust account deposits (which interest shall be net of taxes payable), divided by the number of then outstanding public shares. This charter provision was included to protect the Company's 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. The Company also believes, however, that given the Company's expenditure of time, effort and money on pursuing a business combination, including the fact that we are in active discussions regarding a business combination, circumstances warrant providing those who believe they might find a business combination to be an attractive investment with an opportunity to consider such transaction.
Our Board recommends that you vote in favor of the Extension Amendment Proposal, but expresses no opinion as to whether you should redeem your public shares.
Why should I vote for the Trust Amendment Proposal?
Our Board believes stockholders will benefit from the Company consummating a business combination and is proposing the Trust Amendment Proposal to extend the date by which the Company must complete a business combination until the Extended Date. The Extension would give the Company the opportunity to complete a business combination, which our Board believes is in the best interests of the stockholders.
Why should I vote for the Adjournment Proposal?
If the Adjournment Proposal is presented and 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 Charter Amendment Proposals.
Our Board recommends that you vote in favor of the Adjournment Proposal, if presented.
How are the funds in the Trust Account currently being held?
The funds in the Trust Account have, since our IPO, been invested in
To potentially mitigate the risk of being viewed as operating as an unregistered investment company (including pursuant to the subjective test of Section 3(a)(1)(A) of the Investment Company Act), we may, at our discretion and subject to the approval of the Extension Proposal, instruct the trustee to liquidate the
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The longer that the funds in the Trust Account are held in short-term
When would the Board abandon the Extension Amendment Proposal?
Our Board will abandon the Extension Amendment if our stockholders do not approve the Extension Amendment Proposal.
In addition, notwithstanding stockholder approval of the Extension Amendment Proposal, our Board will retain the right to abandon and not implement the Extension Amendment at any time without any further action by our stockholders.
How do the Company insiders intend to vote their shares?
The initial stockholders and their respective affiliates are expected to vote any common stock over which they have voting control (including any public shares owned by them) in favor of both of the proposals.
The initial stockholders are not entitled to redeem the founder shares or any public shares held by them. On the record date, the initial stockholders beneficially owned and were entitled to vote 4,312,500 founder shares, which represents 37% of the Company's issued and outstanding common stock.
Does the Board recommend voting for the approval of the Charter Amendment Proposals and, if presented, the Adjournment Proposal?
Yes. After careful consideration of the terms and conditions of the proposals, the Board has determined that the Charter Amendment Proposals and, if presented, the Adjournment Proposal are in the best interests of the Company and its stockholders. The Board unanimously recommends that stockholders vote "FOR" each of the Extension Amendment Proposal, the Trust Amendment Proposal and, if presented, the Adjournment Proposal.
What vote is required to adopt the Extension Amendment Proposal?
Approval of the Extension Amendment Proposal will require the affirmative vote of holders of 65% of the Company's outstanding Class A common stock and Class B common stock, voting together as a single class, including those shares held as a constituent part of our units, on the record date.
If the Extension Amendment Proposal is approved, any holder of public shares may redeem all or a portion of their public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to such approval, including any interest earned on the trust account deposits (which interest shall be net of taxes payable), divided by the number of then outstanding public shares.
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What vote is required to adopt the Trust Amendment Proposal?
Approval of the Trust Amendment Proposal will require the affirmative vote of holders of 65% of the Company's outstanding Class A common stock and Class B common stock, voting together as a single class, including those shares held as a constituent part of our units, on the record date.
What vote is required to adopt the Adjournment Proposal?
If presented, the Adjournment Proposal requires the affirmative vote of the majority of the votes cast by stockholders represented in person (including virtually) or by proxy at the special meeting.
What happens if I sell my public shares or units before the special meeting?
The
What if I don't want to vote for the Charter Amendment Proposals and/or the Adjournment Proposal?
If you do not want the Charter Amendment Proposals to be approved, you must abstain, not vote, or vote against the proposal. If the Extension Amendment Proposal is approved, and the Extension is implemented, then the Withdrawal Amount will be withdrawn from the trust account and paid to the redeeming holders. You will still be entitled to make the Election if you vote against, abstain or do not vote on the Extension Amendment Proposal.
If you do not want the Adjournment Proposal to be approved, you must vote against the proposal, if presented. 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.
Will you seek any further extensions to liquidate the trust account?
Other than the extension until the Extended Date as described in this proxy statement, the Company does not currently anticipate seeking any further extension to consummate a business combination, although it may determine to do so in the future.
What happens if the Extension Amendment Proposal is not approved?
If the Extension Amendment Proposal is not approved and the Company has not consummated a business combination within the Combination Period, the Company 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, and subject to having lawfully available funds therefor, redeem 100% of the outstanding public shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including any interest earned on the trust account deposits (which interest shall be net of taxes payable and after setting aside up to
The initial stockholders have agreed to waive their redemption rights with respect to their founder shares and public shares in connection with a stockholder vote to approve an amendment to the charter. There will be no distribution from the trust account with respect to our warrants, which will expire worthless in the event we wind up.
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What happens if the Trust Amendment Proposal is not approved?
If the Trust Amendment is not approved and we do not consummate an initial business combination by
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, the Company will continue to attempt to consummate a business combination until the Extended Date.
If the Extension Amendment Proposal is approved, the Company will file an amendment to the charter with the Secretary of State of the
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 the Company's common stock held by our initial stockholders through the founder shares.
If I do not redeem my shares now, would I still be able to vote on a business combination and exercise my redemption rights with respect to a business combination?
Yes. If you do not redeem your shares in connection with the Extension Amendment Proposal, then, assuming you are a stockholder as of the record date for voting on a business combination, you will be able to vote on the business combination when it is submitted to stockholders. You will also retain your right to redeem your public shares upon consummation of a business combination, subject to any limitations set forth in the charter, as amended.
When and where is the special meeting?
The special meeting will be held at
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How do I attend the virtual special meeting, and will I be able to ask questions?
If you are a registered stockholder, you received a proxy card from the Company's transfer agent,
E-mail: [email protected]
You can pre-register to attend the virtual meeting starting
Beneficial holders, who own their investments through a bank or broker, will need to contact the transfer agent to receive a control number. If you plan to vote at the special meeting you will need to have a legal proxy from your bank or broker or if you would like to join and not vote, the transfer agent will issue you a guest control number with proof of ownership. Either way you must contact the transfer agent for specific instructions on how to receive the control number. We can be contacted at the number or email address above. Please allow up to 72 hours prior to the special meeting for processing your control number.
How do I vote?
If you are a holder of record of Company common stock, including those shares held as a constituent part of our units, you may vote in person or virtually at the special meeting or by submitting a proxy for the special meeting. Whether or not you plan to attend the special meeting in person or virtually, the Company urges 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 in person or virtually if you have already voted by proxy.
If your shares of Company common stock, including those shares held as a constituent part of our units, 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 in person or virtually at the special meeting unless you request and obtain a valid proxy from your broker or other agent.
How do I change my vote?
If you have submitted a proxy to vote your shares and wish to change your vote, you may do so by delivering a later-dated, signed proxy card prior to the date of the special meeting or by voting in person or virtually at the special meeting. Attendance at the special meeting alone will not change your vote. You also may revoke your proxy by sending a notice of revocation to the Company at
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How are votes counted?
Votes will be counted by the inspector of election appointed for the special meeting, who will separately count "FOR" and "AGAINST" votes, abstentions and broker non-votes for the Charter Amendment Proposals. Because approval of the Charter Amendment Proposals requires the affirmative vote of the stockholders holding at least 65% of the shares of Class A common stock and Class B common stock outstanding on the record date, voting together as a single class, abstentions and broker non-votes will have the same effect as votes against the Charter Amendment Proposals.
Approval of the Adjournment Proposal requires the affirmative vote of the majority of the votes cast by stockholders represented in person (including virtually) or by proxy at the special meeting. 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. Since the Adjournment Proposal is considered a routine matter, brokers shall be entitled to vote on the Adjournment Proposal absent voting instructions, and thus there should be no broker non-votes with respect to the Adjournment Proposal.
If my shares are held in "street name," will my broker automatically vote them for me?
No. Under the rules governing banks and brokers who submit a proxy card with respect to shares held in street name, such banks and brokers have the discretion to vote on routine matters, but not on non- routine matters. The approval of the Charter Amendment Proposals is a non-routine matter, while the Adjournment Proposal, if presented, will be considered a routine matter.
For non-routine matters such as the Charter Amendment Proposals, your broker can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares. Your broker can tell you how to provide these instructions. If you do not give your broker instructions, your shares will be treated as broker non-votes with respect to the Charter Amendment Proposals. Broker non-votes will have the same effect as a vote AGAINST the Charter Amendment Proposals; however, since the Adjournment Proposal is considered a routine matter, brokers shall be entitled to vote on the Adjournment Proposal absent voting instructions, and thus there should be no broker non-votes with respect to the Adjournment Proposal.
What is a quorum requirement?
A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if at least a majority of the voting power of all outstanding shares of capital stock of the Company on the record date, including those shares held as a constituent part of our units, are represented in person or virtually or by proxy at the special meeting.
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 in person or virtually at the special meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, the presiding officer of the special meeting may adjouthe special meeting to another date.
Who can vote at the special meeting?
Only holders of record of the Company's Class A common stock and of the Company's Class B common stock, at the close of business on
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Stockholder of Record: Shares Registered in Your Name. If on the record date your shares or units were registered directly in your name with the Company's transfer agent,
Beneficial Owner: Shares Registered in the
What interests do the Company's directors and executive officers have in the approval of the Charter Amendment Proposals?
The Company's directors and executive officers have interests in the Charter Amendment Proposals that may be different from, or in addition to, your interests as a stockholder. These interests include ownership by them or their affiliates of founder shares, and warrants that may become exercisable in the future, loans by them that will not be repaid in the event of our winding up and the possibility of future compensatory arrangements. See the section entitled "The Special Meeting - Interests of the Company's Directors and Officers."
What if I object to the Charter Amendment Proposals and/or the Adjournment Proposal? Do I have appraisal rights?
Stockholders do not have appraisal rights in connection with either the Charter Amendment Proposals or, if presented, the Adjournment Proposal under the DGCL.
What happens to the Company's warrants if the Extension Amendment Proposal is not approved?
If the Extension Amendment Proposal is not approved and the Company has not consummated a business combination within the Combination Period, the Company 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, and subject to having lawfully available funds therefor, redeem 100% of the outstanding public shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including any interest income earned on the trust account (which interest shall be net of taxes payable and after setting aside up to
What happens to the Company warrants if the Extension Amendment Proposal is approved?
If the Extension Amendment Proposal is approved, the Company will continue its efforts to consummate a business combination until the Extended Date and will retain the blank check company restrictions previously applicable to it. The warrants will remain outstanding in accordance with their terms.
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How do I redeem my public shares?
If the Extension is implemented, each public stockholder may seek to redeem all or a portion of his or her public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the approval of the Extension, including any interest earned on the trust account deposits (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 business combination, or if the Company has not consummated a business combination by the Extended Date.
Pursuant to our charter, a public stockholder may request that the Company redeem all or a portion of such public stockholder's public shares for cash if the Extension Amendment Proposal is approved. You will be entitled to receive cash for any public shares to be redeemed only if you:
| (i) | (a) hold public shares or (b) hold public shares through units and you elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares; and |
| (ii) | prior to |
Holders of units must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact the transfer agent directly and instruct it to do so. Public stockholders may elect to redeem all or a portion of their public shares regardless of whether they vote for or against the Charter Amendment Proposals and regardless of whether they hold public shares on the record date.
If you hold your shares through a bank or broker, you must ensure your bank or broker complies with the requirements identified herein, including submitting a written request that your shares be redeemed for cash to the transfer agent and delivering your shares to the transfer agent prior to
Through DTC's DWAC (Deposit/Withdrawal at Custodian) 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
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Certificates that have not been tendered in accordance with these procedures prior to the vote on the Charter Amendment Proposals will not be redeemed for cash held in the trust account. In the event that a public stockholder tenders its shares and decides prior to the vote at the special meeting that it does not want to redeem its shares, the stockholder may withdraw the tender. If you delivered your shares for redemption to our transfer agent and decide prior to the vote at the special meeting not to redeem your public shares, you may request that our transfer agent retuthe shares (physically or electronically). You may make such request by contacting our transfer agent at the address listed above. In the event that a public stockholder tenders shares and the Charter Amendment Proposals is not approved, these shares will not be redeemed and the physical certificates representing these shares will be returned to the stockholder promptly following the determination that the Charter Amendment Proposals will not be approved. The Company anticipates that a public stockholder who tenders shares for redemption in connection with the vote to approve the Extension would receive payment of the redemption price for such shares soon after the completion of the Extension Amendment. The transfer agent will hold the certificates of public stockholders that make the election until such shares are redeemed for cash or returned to such stockholders.
If I am a unit holder, can I exercise redemption rights with respect to my units?
No. Holders of outstanding units must separate the underlying public shares and public warrants (as defined below) prior to exercising redemption rights with respect to the public shares.
If you hold units registered in your own name, you must deliver the certificate for such units to
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 shares of common stock.
Who is paying for this proxy solicitation?
The Company will pay for the entire cost of soliciting proxies. The Company has engaged
Where do I find the voting results of the special meeting?
We will announce preliminary voting results at the special meeting. The final voting results will be tallied by the inspector of election and published in the Company's Current Report on Form 8-K, which the Company is required to file with the
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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:
(949) 610-0835
Email: [email protected]
You may also contact the Company's proxy solicitor at:
Bank and Brokers Call Collect: (212) 269-5550
All Others, Please Call Toll-Free: (800) 488-8075
Email: [email protected]
You may also obtain additional information about the Company from documents filed with the
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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 and implemented, the Company can provide no assurances that a business combination will be consummated prior to the Extended Date. Our ability to consummate any initial business combination is dependent on a variety of factors, many of which are beyond our control. If the Extension is approved and implemented, the Company expects to continue its efforts to complete a business combination, including seeking stockholder approval of the business combination. There can be no assurances that we will be able to complete a business combination prior to the Extended Date.
We are required to offer stockholders the opportunity to redeem public shares in connection with the Extension Proposal, and we will be required to offer stockholders redemption rights again in connection with any stockholder vote to approve a business combination. Even if the Extension or a business combination is approved by our stockholders, it is possible that redemptions will leave us with insufficient cash or public float to consummate a business combination on commercially acceptable terms, or at all. The fact that we will have separate redemption periods in connection with the Extension and a 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.
If the Company is deemed to be an investment company for purposes of the Investment Company Act, it may be forced to abandon its efforts to consummate an initial business combination and instead be required to liquidate the Company. To avoid that result, the Company will, if necessary, instruct
There is currently uncertainty concerning the applicability of the Investment Company Act to a SPAC. It is possible that a claim could be made that we have been operating as an unregistered investment company, including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act, based on the current views of the
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The funds in the Trust Account have, since the IPO, been held only in
The Company's ability to complete an initial business combination with a
The Sponsor,
In the event the Sponsor is considered a foreign person, however, the Company could also be considered a foreign person and would continue to be considered as such in the future for so long as the Sponsor has the ability to exercise control over the Company for purposes of CFIUS's regulations. The Company could likewise be considered a foreign person if a foreign investor acquires a significant interest in the Company and is viewed as having the ability to exercise control over the Company. As such, an initial business combination with a
Moreover, the process of government review, whether by CFIUS or otherwise, could be lengthy and the Company has limited time to complete its initial business combination. If the Company cannot complete its initial business combination by
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The ability of our public stockholders to exercise redemption rights if the Extension Proposal is approved with respect to a large number of our public shares may adversely affect the liquidity and trading of our securities and may impact our ability to complete the Business Combination.
Pursuant to our charter, a public stockholder may request that the Company redeem all or a portion of such public stockholder's public shares for cash if the Extension Proposal is approved. The ability of our public stockholders to exercise such redemption rights with respect to a large number of our public shares may adversely affect the liquidity of our Common Stock. As a result, you may be unable to sell your Common Stock even if the per-share market price is higher than the per-share redemption price paid to public stockholders that elect to redeem their public shares if the Extension Proposal is approved.
Because the Extension Proposal will amend the Charter to extend our termination date to a date that is in violation of current applicable listing standards of the NYSE, our securities will be delisted from the NYSE. Once the NYSE delists any of our securities from trading on its exchange, we expect that such securities would be quoted on a marketplace run by the
The Extension Proposal will amend the Charter to extend our termination date to a date that is in violation of current applicable listing standards of the NYSE, which will result in the delisting of the Company's securities.
If the Extension Proposal passes, our termination date will be extended from
Section 102.06(e) of the NYSE Listed Company Manual requires that any acquisition company, such as the Company, must within 36 months of the effectiveness of its IPO registration statement, or such shorter period that the company specifies in its constitutive documents, must complete one or more business combinations.
The date that is 36 months following the effectiveness of our registration statement is
The NYSE will not provide us with a right to review or appeal a delisting determination due to our failure to complete our business combination within 36 months following the effectiveness of its IPO registration statement. If the Company's shareholders approve the Extension Proposal, following any suspension and the commencement of trading on a marketplace run by the OTC Markets, the Company will continue to file the same types of periodic reports and other information it currently files with the
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Once the Company's securities are delisted from the NYSE, the Company's public shares will be deemed a "penny stock" and the Company may become subject to additional securities regulations to which it is not currently subject. This may adversely affect the liquidity and trading of our securities and may impact our ability to complete a business combination.
Once the NYSE delists the Company's securities from trading on its exchange, we expect the Company's securities to be quoted on a marketplace run by the OTC Markets. Once this occurs, we could face significant material adverse consequences, including:
| ● | a limited availability of market quotations for our securities; |
| ● | reduced demand and liquidity for our securities; |
| ● | a determination that our public shares are a "penny stock" which will require brokers trading in our shares of common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; |
| ● | a limited amount of news and analyst coverage; and |
| ● | a decreased ability to issue additional securities or obtain additional financing in the future. |
The "penny stock" rules are burdensome and may reduce the trading activity for shares of the Company's public shares. For example, brokers trading in shares of the Company's public shares would be required to deliver a standardized risk disclosure document, which specifies information about penny stocks and the nature and significance of risks of the penny stock market. The broker dealer also must provide the customer with bid and offer quotations for the penny stock, the compensation of the broker dealer and any salesperson in the transaction, and monthly account statements indicating the market value of each penny stock held in the customer's account. In addition, the penny stock rules require that, prior to effecting a transaction in a penny stock not otherwise exempt from those rules, the broker dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. If the Company's public shares are "penny stock," these disclosure requirements may have the effect of reducing the trading activity in the secondary market for the Company's public shares. If the shares of the Company's public shares are subject to the "penny stock" rules, the holders of such public shares of the Company may find it more difficult to sell their shares.
The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as "covered securities." Since the Company's public shares are listed on the NYSE, such securities qualify as covered securities under such statute. Although the states are preempted from regulating the sale of covered securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, when our public shares were no longer listed on NYSE, these securities would not qualify as covered securities under such statute and the Company would be subject to regulation in each state in which it offers its securities.
All the foregoing consequences will adversely affect our attractiveness as a merger partner and may significantly impact our ability to complete a business combination.
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A 1%
The IRA imposes the Excise Tax on certain repurchases (including redemptions) of stock by publicly traded domestic corporations and certain domestic subsidiaries of publicly traded foreign corporations. The Excise Tax is imposed on the repurchasing corporation itself, not its stockholders from which shares are repurchased. Generally, the amount of the Excise Tax is 1% of the fair market value of the shares repurchased at the time of the repurchase. For the purposes of calculating the Excise Tax, the repurchasing corporation is permitted to net the fair market value of certain new stock issuances against the fair market value of the stock repurchases that occur in the same taxable year.
The DLA Litigation May Delay Our Redemption of the Public Shares.
On
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THE SPECIAL MEETING
Date, Time, Place and Purpose of the Special Meeting
The special meeting will be held at
| 1. | The Extension Amendment Proposal: A proposal to amend (the "Extension Amendment") the Company's Amended and Restated Certificate of Incorporation (as amended, the "Charter") to provide the Company's Board of Directors (the "Board") with the right to extend (the "Extension") the date by which the Company has to consummate a business combination (the "Combination Period") up to an additional six (6) times for one (1) month each time, from |
| 2. | The Trust Amendment Proposal: A proposal to approve the adoption of an amendment (the "Trust Amendment") to that certain Investment Management Trust Agreement, dated as of |
| 3. | The Adjournment Proposal: 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 to approve the Charter Amendment Proposals or if we determine that additional time is necessary to effectuate the Extension. |
Voting Power; Record Date
You will be entitled to vote or direct votes to be cast at the special meeting if you owned our common stock, including as a constituent part of a unit, at the close of business on
At the close of business on the record date, there were there were 2,845,754 shares of the Company's Class A common stock and 4,312,500 shares of the Company's Class B common stock outstanding, each of which entitles its holder to cast one vote per share. The warrants do not carry voting rights.
Votes Required
Approval of the Charter Amendment Proposals will require the affirmative vote of holders of 65% of the Company's Class A common stock and Class B common stock, voting together as a single class, outstanding on the record date.
Approval of the Adjournment Proposal requires the affirmative vote of the majority of the votes cast by stockholders represented in person (including virtually) or by proxy at the special meeting.
If you do not vote (i.e., you "abstain" from voting), your action will have the same effect as an "AGAINST" vote with regards to the Charter Amendment Proposals. 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. Broker non-votes will have the same effect as "AGAINST" votes with respect to the Charter Amendment Proposals; however, since the Adjournment Proposal is considered a routine matter, brokers shall be entitled to vote on the Adjournment Proposal absent voting instructions, and thus there should be no broker non-votes with respect to the Adjournment Proposal.
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If you do not want the Charter Amendment Proposals to be approved, you must abstain, not vote, or vote against the proposal. The Company anticipates that a public stockholder who tenders shares for redemption in connection with the vote to approve the Charter Amendment Proposals would receive payment of the redemption price for such shares soon after the completion of the Extension Amendment.
If you do not want the Adjournment Proposal to be approved, you must vote against the 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. Since the Adjournment Proposal is considered a routine matter, brokers shall be entitled to vote on the Adjournment Proposal absent voting instructions, and thus there should be no broker non-votes with respect to the Adjournment Proposal.
Voting
You can vote your shares at the special meeting by proxy, in person or virtually.
You can vote by proxy by having one or more individuals who will be at the special meeting vote your shares for you. These individuals are called "proxies" and using them to cast your vote at the special meeting is called voting "by proxy."
If you wish to vote by proxy, you must (i) complete the enclosed form, called a "proxy card," and mail it in the envelope provided or (ii) submit your proxy by telephone or over the Internet (if those options are available to you) in accordance with the instructions on the enclosed proxy card or voting instruction card.
If you complete the proxy card and mail it in the envelope provided or submit your proxy by telephone or over the Internet as described above, you will designate
Alternatively, you can vote your shares in person by attending the special meeting in person or virtually.
A special note for those who plan to attend the special meeting and vote in person or virtually: if your shares or units are held in the name of a broker, bank or other nominee, please follow the instructions you receive from your broker, bank or other nominee holding your shares. You will not be able to vote at the special meeting unless you obtain a legal proxy from the record holder of your shares.
Our Board is asking for your proxy. Giving our Board your proxy means you authorize it to vote your shares at the special meeting in the manner you direct. You may vote for or against any proposal or you may abstain from voting. All valid proxies received prior to the special meeting will be voted. All shares represented by a proxy will be voted, and where a stockholder specifies by means of the proxy a choice with respect to any matter to be acted upon, the shares will be voted in accordance with the specification so made. If no choice is indicated on the proxy, the shares will be voted "FOR" each of the Extension Amendment Proposal, the Trust Amendment Proposal and, if presented, the Adjournment Proposal, and as the proxy holders may determine in their discretion with respect to any other matters that may properly come before the special meeting.
Stockholders who have questions or need assistance in completing or submitting their proxy cards should contact our proxy solicitor, D.F. King, at (800) 488-8075, or by sending an email to [email protected].
Stockholders who hold their shares in "street name," meaning the name of a broker or other nominee who is the record holder, must either direct the record holder of their shares to vote their shares or obtain a legal proxy from the record holder to vote their shares at the special meeting.
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Interests of the Company's Directors and Executive Officers
When you consider the recommendation of the Board in favor of approval of the proposals, you should keep in mind that our Sponsor, the Company's directors and executive officers have interests in such proposal that are different from, or in addition to, those of the stockholders and warrant holders generally. These interests include that our Sponsor as well as the Company's executive officers and directors will lose their entire investment in the Company if a business combination is not completed (other than with respect to Class A common stock they may have acquired or may acquire in the future), and that our Sponsor will benefit from the completion of a business combination and may be incentivized to complete the business combination, even if it is with a less favorable target company or on less favorable terms to stockholders, rather than liquidate the Company. Additionally, among other things, these interests include the following:
| ● | the fact that our Sponsor and the Company's directors have agreed not to redeem any common stock held by them in connection with the stockholder vote to approve a proposed initial business combination, including the business combination; |
| ● | the fact that our Sponsor paid an aggregate of |
| ● | the fact that if a business combination is not consummated by |
| ● | the fact that if a business combination is not consummated by |
| ● | the fact that our Sponsor, officers or directors, or their affiliates may be reimbursed for any out-of-pocket expenses incurred on the Company's behalf related to identifying, investigating, negotiating, and completing a business combination. As of the date of this proxy statement, no out-of-pocket expenses have been incurred by the Company's officers and directors and there are no outstanding out-of-pocket expenses for which the Company's officers or directors are awaiting reimbursement; |
| ● | the fact that our Sponsor and the Company's current officers and directors have agreed to waive their rights to liquidating distributions from the trust account with respect to any founder shares held by them if the Company fails to complete a business combination by |
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| ● | the fact that our Sponsor will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to stockholders rather than liquidate; |
| ● | the fact that our Sponsor and the Company's officers and directors will lose their investment in the Company and will not be reimbursed for any out-of-pocket expenses incurred by them on the Company's behalf incident to identifying, investigating and consummating an initial business combination if an initial business combination is not consummated by |
| ● | the fact that if the trust account is liquidated, including in the event the Company is unable to complete a business combination within the required time period, our Sponsor has agreed to indemnify the Company to ensure that the proceeds in the trust account are not reduced below |
Additionally, if the Charter Amendment Proposals is approved and we consummate a business combination, our Sponsor, officers and directors may have additional interests as will be described in the proxy statement for the business combination.
Revocability of Proxies
Any proxy may be revoked by the person giving it at any time before the polls close at the special meeting. A proxy may be revoked by sending
Simply attending the special meeting will not constitute a revocation of your proxy. If your shares are held in the name of a broker or other nominee who is the record holder, you must follow the instructions of your broker or other nominee to revoke a previously given proxy.
Attendance at the Special Meeting
Only holders of common stock, their proxy holders and guests the Company may invite may attend the special meeting. If you wish to attend the special meeting in person or virtually but you hold your shares or units through someone else, such as a broker, please follow the instructions you receive from your broker, bank or other nominee holding your shares. You must bring a legal proxy from the broker, bank or other nominee holding your shares, confirming your beneficial ownership of the shares and giving you the right to vote your shares.
Solicitation of Proxies
Your proxy is being solicited by our Board on the proposals being presented to the stockholders at the special meeting. The Company has agreed to pay D.F. King a fee of
Bank and Brokers Call Collect: (212) 269-5550
All Others, Please Call Toll-Free: (800) 488-8075
Email: [email protected]
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The cost of preparing, assembling, printing and mailing this proxy statement and the accompanying form of proxy, and the cost of soliciting proxies relating to the special meeting, will be borne by the Company.
Some banks and brokers have customers who beneficially own common stock listed of record in the names of nominees. The Company intends to request banks and brokers to solicit such customers and will reimburse them for their reasonable out-of-pocket expenses for such solicitations. If any additional solicitation of the holders of our outstanding common stock is deemed necessary, the Company (through our directors and executive officers) anticipates making such solicitation directly.
No Right of Appraisal
The Company's stockholders do not have appraisal rights under the DGCL in connection with the proposals to be voted on at the special meeting. Accordingly, our stockholders have no right to dissent and obtain payment for their shares.
Other Business
The Company is not currently aware of any business to be acted upon at the special meeting other than the matters discussed in this proxy statement. The form of proxy accompanying this proxy statement confers discretionary authority upon the named proxy holders with respect to amendments or variations to the matters identified in the accompanying Notice of Special Meeting and with respect to any other matters which may properly come before the special meeting. If other matters do properly come before the special meeting, or at any adjournment(s) of the special meeting, the Company expects that the shares of common stock represented by properly submitted proxies will be voted by the proxy holders in accordance with the recommendations of our Board.
Principal Executive Offices
Our principal executive offices are located
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THE EXTENSION AMENDMENT PROPOSAL
Background
We are a blank check company incorporated on
On
Simultaneously with the closing of the IPO, we completed the private sale of 6,333,333 warrants (the "Private Placement Warrants") at a purchase price of
Following the consummation of the IPO, total of
On
The Extension Amendment
The Company is proposing to amend its charter to extend the date by which the Company must consummate a business combination to the Extended Date.
The sole purpose of the Extension Amendment Proposal is to provide the Company with sufficient time to complete a business combination. Approval of the Extension Amendment Proposal is a condition to the implementation of the Extension.
Following the Company's
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If the Extension Amendment Proposal is not approved and the Company has not consummated a business combination within the Combination Period, the Company 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, and subject to having lawfully available funds therefor, redeem 100% of the outstanding public shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including any interest earned on the trust account deposits (which interest shall be net of taxes payable and after setting aside up to
The proposed amendment to the Charter are set forth in the first, fourth and seventh resolutions attached to this proxy statement as Annex A.
Reasons for the Extension Amendment Proposal
The Company's IPO prospectus and charter provide that the Company has until the last day of the Combination Period to complete a business combination. The sole purpose of the Extension Amendment Proposal is to provide the Company with sufficient time to complete a business combination, which our Board believes is in the best interest of our stockholders. The Company believes that given the Company's expenditure of time, effort and money on searching for potential business combination opportunities, including the fact that we are in active discussions regarding a business combination, circumstances warrant providing public stockholders an opportunity to consider a business combination. Accordingly, since the Company will likely not be able to complete a business combination within the Combination Period, the Company has determined to seek stockholder approval to extend the time for closing a business combination beyond the last day of the Combination Period to the Extended Date. The Company and its officers and directors agreed that they would not seek to amend the Company's charter to allow for a longer period of time to complete a business combination unless the Company provided holders of public shares with the right to seek conversion of their public shares in connection therewith.
If the Extension Amendment Proposal is Not Approved
Stockholder approval of the Extension Amendment Proposal is required for the implementation of our Board's plan to extend the date by which we must consummate a business combination. Therefore, our Board will abandon and not implement the Extension Amendment unless our stockholders approve the Extension Amendment Proposal.
If the Extension Amendment Proposal is not approved and the Company does not consummate a business combination within the Combination Period, as contemplated by our IPO prospectus and in accordance with our charter, the Company 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, and subject to having lawfully available funds therefor, redeem 100% of the outstanding public shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including any interest earned on the trust account deposits (which interest shall be net of taxes payable and after setting aside up to
26
The holders of the founder shares have waived their rights to participate in any liquidation distribution with respect to such shares. There will be no distribution from the trust account with respect to the Company's warrants, which will expire worthless in the event the Extension Amendment Proposal is not approved. The Company will pay the costs of liquidation from its remaining assets outside of the trust account. If such funds are insufficient, our Sponsor has agreed to advance it the funds necessary to complete such liquidation and has agreed not to seek repayment of such expenses.
If the Extension Amendment Proposal is Approved
If the Extension Amendment Proposal is approved, the Company will file an amendment to the charter with the Secretary of State of the
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 in connection with the Extension, you will retain the right to vote on a business combination when it is submitted to the public stockholders (provided that you are a stockholder on the record date for a meeting to consider a business combination) and the right to redeem your public shares for a pro rata portion of the trust account in the event a business combination is approved and completed or the Company has not consummated a business combination by the Extended Date.
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 following the Election. The Company cannot predict the amount that will remain in the trust account after such withdrawal if the Extension Amendment Proposal is approved and the amount remaining in the trust account may be only a fraction of the
Redemption Rights
If the Extension Amendment Proposal is approved, and the Extension is implemented, public stockholders may elect to redeem their shares for a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to such approval, including any interest earned on the trust account deposits (which interest shall be net of taxes payable), divided by the number of then outstanding public shares. If the Extension Amendment Proposal is approved by the requisite vote of stockholders, the remaining holders of public shares will retain the opportunity to have their public shares redeemed in conjunction with the consummation of a business combination, subject to any limitations set forth in our charter, as amended. In addition, public stockholders who vote for the Extension Amendment Proposal and do not make the Election would be entitled to have their shares redeemed for cash if the Company has not completed a business combination by the Extended Date.
TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST ENSURE YOUR BANK OR BROKER COMPLIES WITH THE REQUIREMENTS IDENTIFIED HEREIN, INCLUDING SUBMITTING A WRITTEN REQUEST THAT YOUR SHARES BE REDEEMED FOR CASH TO THE TRANSFER AGENT AND DELIVERING YOUR SHARES TO THE TRANSFER AGENT
27
Pursuant to our charter, a public stockholder may request that the Company redeem all or a portion of such public stockholder's public shares for cash if the Extension Amendment Proposal is approved. You will be entitled to receive cash for any public shares to be redeemed only if you:
| (i) | (a) hold public shares or (b) hold public shares through units and you elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares; and |
| (ii) | prior to |
Holders of units must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact the transfer agent directly and instruct it to do so. Public stockholders may elect to redeem all or a portion of their public shares regardless of whether they vote for or against the Extension Amendment Proposal and regardless of whether they hold public shares on the record date.
Through DTC's DWAC (Deposit/Withdrawal at Custodian) 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
28
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 any interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes, divided by the number of then outstanding public shares. Based on the amount in the trust account as of the record date, this would amount to 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 following discussion is a summary of the material
This discussion is limited to Holders that hold their public shares as a "capital asset" within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all
| ● | banks; |
| ● | certain financial institutions; |
| ● | regulated investment companies or real estate investment trusts; |
| ● | insurance companies; |
| ● | brokers, dealers or traders in securities; |
| ● | traders in securities that elect mark to market; |
29
| ● | tax-exempt organizations or governmental organizations; |
| ● |
| ● | persons that hold their public shares as part of a straddle, constructive sale, hedge, wash sale, conversion or other integrated or similar transaction; |
| ● | persons that actually or constructively own five percent (5%) or more (by vote or value) of the Company's shares (except as specifically provided below); |
| ● | "controlled foreign corporations," "passive foreign investment companies," and corporations that accumulate earnings to avoid |
| ● | S corporations, partnerships or other entities or arrangements treated as partnerships for |
| ● | persons deemed to sell the Company's public shares under the constructive sale provisions of the Code; |
| ● | persons who acquired their public shares pursuant to the exercise of any employee stock option or otherwise as compensation; |
| ● | tax-qualified retirement plans; and |
| ● | "qualified foreign pension funds" as defined in Section 897(l)(2) of the Code and entities all of the interests of which are held by qualified foreign pension funds. |
If an entity or arrangement treated as a partnership for
THIS DISCUSSION IS ONLY A SUMMARY OF CERTAIN
Tax Treatment of Non-Redeeming Stockholders
A Holder who does not elect to redeem their public shares (including any Holder who votes in favor of the Extension Amendment) will continue to own its public shares, and will not recognize any income, gain or loss for
30
Tax Treatment of Redeeming Stockholders
As used herein, a "
| ● | an individual who is a citizen or resident of |
| ● | a corporation organized in or under the laws of |
| ● | an estate, the income of which is subject to |
| ● | a trust that (1) is subject to the primary supervision of a |
Generally
The
Whether a redemption of public shares qualifies for sale treatment will depend largely on the total number of shares of the Company's stock treated as held by the redeemed
In determining whether any of the foregoing tests result in a redemption qualifying for sale treatment, a
31
In order to meet the substantially disproportionate test, the percentage of the Company's outstanding voting stock actually and constructively owned by the
If none of the foregoing tests is satisfied, then the redemption of public shares will be treated as a corporate distribution to the redeemed
Taxation of Redemption Treated as a Distribution
If the redemption of a
Distributions in excess of the Company's current and accumulated earnings and profits will constitute a retuof capital that will be applied against and reduce (but not below zero) the
Any dividends received by corporate
32
Taxation of Redemption Treated as a Sale of Public Shares
If the redemption of a
Non-
As used herein, a "Non-
| ● | a non-resident alien individual; |
| ● | a foreign corporation; or |
| ● | a foreign estate or trust. |
Generally
The
Because it may not be certain at the time a Non-
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Taxation of Redemption as a Distribution
In general, any distributions made to a Non-
If dividends paid to a Non-
Any such effectively connected dividends will be subject to
Any distribution not constituting a dividend, for
Taxation of Redemption as a Sale of Public Shares
A Non-
| (i) | the gain is effectively connected with the conduct of a trade or business by the Non- |
| (ii) | the Non- |
| (iii) | the Company's public shares constitute |
Gain described in the first bullet point above generally will be subject to
34
Gain described in the second bullet point above will be subject to
With respect to the third bullet point, the Company believes that it is not and has not been at any time since its formation, and does not expect to become, a USRPHC. Such a determination is factual in nature, and no assurance can be provided that the Company is not and has not been, and will not become a USRPHC. Non-
Information Reporting and Backup Withholding
Proceeds received in connection with a redemption of the public shares and distributions paid on the public shares may be subject to information reporting to the
Backup withholding is not an additional tax. Any amounts withheld under the any backup withholding rule may be allowed as a refund or credit against a holder's
Foreign Account Tax Compliance Act
Withholding taxes may be imposed under Sections 1471 to 1474 of the Code (such Sections commonly referred to as the Foreign Account Tax Compliance Act, or "FATCA") on certain types of payments made to non-
Under the applicable Treasury Regulations and administrative guidance, withholding under FATCA generally applies to payments of dividends on our public shares. While withholding under FATCA would have applied also to payments of gross proceeds from the sale or other disposition public shares on or after
Holders should consult their tax advisors regarding the effects of FATCA on their redemption of public shares.
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Required Vote
The affirmative vote by holders of 65% of the Company's outstanding Class A common stock and Class B common stock, voting together as a single class, is required to approve the Extension Amendment Proposal. If the Extension Amendment Proposal is not approved, the Extension Amendment will not be implemented and the Company will be required by its charter to (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, and subject to having lawfully available funds therefor, redeem 100% of the outstanding public shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including any interest earned on the trust account deposits (which interest shall be net of taxes payable and after setting aside up to
All of the Company's directors, executive officers and their affiliates are expected to vote any common stock owned by them in favor of the Extension Amendment Proposal. On the record date, the initial stockholders beneficially owned and were entitled to vote 4,312,500 founder shares, representing 60.3% of the Company's issued and outstanding common stock.
Recommendation
As discussed above, after careful consideration of all relevant factors, our Board has determined that the Extension Amendment Proposal is in the best interests of the Company and its stockholders. Our Board has approved and declared advisable adoption of the Extension Amendment Proposal.
OUR BOARD RECOMMENDS THAT YOU VOTE "FOR" THE EXTENSION AMENDMENT PROPOSAL. OUR BOARD EXPRESSES NO OPINION AS TO WHETHER YOU SHOULD REDEEM YOUR PUBLIC SHARES.
The existence of financial and personal interests of our directors and officers may result in a conflict of interest on the part of one or more of the directors or officers between what he, she or they may believe is in the best interests of the Company and its stockholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that stockholders vote for the proposals. See the section entitled "The Special Meeting - Interests of the Company's Directors and Officers" for a further discussion.
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THE TRUST AMENDMENT
The proposed Trust Amendment would amend our existing Trust Agreement, allowing the Company to extend the time available for us to consummate our initial business combination six (6) times for an additional one (1) month each time from
Reasons for the Proposed Trust Amendment
The Company is proposing to amend its Trust Agreement allow the Company to extend its life six (6) times for an additional one (1) month each time from
The purpose of the Trust Amendment is to allow the Company an option to further extend the time to complete a business combination. Our board of directors has determined that it is in the best interests of our stockholders to allow the Company to extend the time to complete a business combination a total of six (6) times for an additional one (1) month each time beginning on
If the Trust Amendment Proposal is Not Approved
If the Trust Amendment is not approved and we do not consummate an initial business combination by
If the Trust Amendment Proposal is Approved
If the Extension Amendment and Trust Amendment proposals are approved, the Company or its affiliates will, in connection with each monthly extension, contribute a payment (the "Extension Payment") of
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Required Vote
The affirmative vote by holders of 65% of the Company's outstanding Class A common stock and Class B common stock, voting together as a single class, is required to approve the Trust Amendment Proposal.
All of the Company's directors, executive officers and their affiliates are expected to vote any common stock owned by them in favor of the Trust Amendment Proposal. On the record date, the initial stockholders beneficially owned and were entitled to vote 4,312,500 founder shares, representing 60.3% of the Company's issued and outstanding common stock.
Recommendation
As discussed above, after careful consideration of all relevant factors, our Board has determined that the Trust Amendment Proposal is in the best interests of the Company and its stockholders. Our Board has approved and declared advisable adoption of the Trust Amendment Proposal.
OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE TRUST AMENDMENT PROPOSAL.
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THE ADJOURNMENT PROPOSAL
Overview
The Adjournment Proposal, if adopted, will allow our Board to adjouthe special meeting to a later date or dates, if necessary or appropriate, to permit further solicitation of proxies in the event that there are insufficient votes for, or otherwise in connection with, the Charter Amendment Proposals. The Adjournment Proposal will be presented to our stockholders only in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Charter Amendment Proposals.
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 Charter Amendment Proposals.
Required Vote
The approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by the Company's stockholders represented in person (including virtually) or by proxy. 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
As discussed above, after careful consideration of all relevant factors, our Board has determined that the Adjournment Proposal is in the best interests of the Company and its stockholders. Our Board has approved and declared advisable the adoption of the Adjournment Proposal.
OUR BOARD RECOMMENDS THAT YOU VOTE "FOR" THE ADJOURNMENT PROPOSAL.
The existence of financial and personal interests of our directors and officers may result in a conflict of interest on the part of one or more of the directors or officers between what he, she or they may believe is in the best interests of the Company and its stockholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that stockholders vote for the proposals. See the section entitled "The Special Meeting - Interests of the Company's Directors and Officers" for a further discussion.
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PRINCIPAL STOCKHOLDERS
The following table sets forth information regarding the beneficial ownership of our common stock as of
| ● | each person known by us to be the beneficial owner of more than 5% of our outstanding common stock; |
| ● | each of our executive officers and directors that beneficially owns our common stock; and |
| ● | all our executive officers and directors as a group. |
In the table below, percentage ownership is based on 7,158,254 shares of our common stock, issued and outstanding as of
|
Number of |
Percentage of |
|||||||
| 4,312,500 | 60.3 | % | ||||||
| 4,312,500 | 60.3 | % | ||||||
| - | * | |||||||
| - | * | |||||||
| - | * | |||||||
| - | * | |||||||
| All officers, directors and director nominees as a group(2) | 4,312,500 | 60.3 | % | |||||
| Other 5% Stockholders | ||||||||
| 668,580 | 9.3 | % | ||||||
| 1,250,000 | 17.5 | % | ||||||
| 698,401 | 9.8 | % | ||||||
| 500,605 | 7.0 | % | ||||||
| 1,290,124 | 18.0 | % | ||||||
| 1,146,713 | 16.0 | % | ||||||
| 1,082,094 | 15.1 | % |
| * | Less than one percent. |
| (1) | Unless otherwise noted, the business address of each of our stockholders is |
| (2) | Interests shown consist solely of founder shares, classified as Class B common stock. Such shares will automatically convert into Class A common stock at the time of a business combination. |
| (3) | The shares reported are held in the name of our sponsor. Certain of our directors, officers and their affiliates hold membership interests in our sponsor. Our sponsor is controlled by |
40
| (4) | On |
| (5) | Based solely on a Schedule 13G/A filed on |
| (6) | Based solely on a Schedule 13G/A filed on |
| (7) | Based solely on a Schedule 13G filed on |
| (8) | Based solely a Schedule 13G/A filed on |
| (9) | Based solely a Schedule 13G filed on |
| (10) | Based solely a Schedule 13G filed on |
| (11) | Based solely a Schedule 13G filed on |
Sculptor and Sculptor-II serve as the principal investment managers to a number of private funds and discretionary accounts and thus may be deemed beneficial owners of the Everest Class A common stock in such accounts managed by Sculptor and Sculptor-II. SCHC-II serves as the sole general partner of Sculptor-II and is wholly owned by Sculptor.
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DELIVERY OF DOCUMENTS TO STOCKHOLDERS
Pursuant to the rules of the
WHERE YOU CAN FIND MORE INFORMATION
The Company files annual, quarterly and current reports, proxy statements and other information with the
You may obtain additional copies of this proxy statement, at no cost, and you may ask any questions you may have about the Charter Amendment Proposals or the Adjournment Proposal by contacting us at the following address or email:
(949) 488-8075
Email: [email protected]
You may also obtain these documents at no cost by requesting them in writing or by telephone from the Company's proxy solicitation agent at the following address and telephone number:
Bank and Brokers Call Collect: (212) 269-5550
All Others, Please Call Toll-Free: (800) 901-0068
Email: [email protected]
In order to receive timely delivery of the documents in advance of the special meeting, you must make your request for information no later than
42
ANNEX A
PROPOSED CERTIFICATE OF AMENDMENT TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
1. The name of the corporation is
2. The date of filing of the corporation's original Certificate of Incorporation with the Secretary of State of the
3. The Board of Directors of the corporation has duly adopted resolutions setting forth proposed amendments to the Certificate of Incorporation of the corporation (as amended and restated prior to the date hereof), declaring said amendment to be advisable and in the best interests of the corporation and its stockholders and authorizing the appropriate officers of the corporation to solicit the consent of the stockholders therefor, which resolutions setting forth the proposed amendment are substantially as follows:
RESOLVED, that Section 9.1(b) of Article IX of the Amended and Restated Certificate of Incorporation of the corporation is amended and restated to read in its entirety as follows:
"Immediately after the Offering, a certain amount of the net offering proceeds received by the Corporation in the Offering (including the proceeds of any exercise of the underwriters' over-allotment option) and certain other amounts specified in the Corporation's registration statement on Form S-1, initially filed with the
A-1
RESOLVED, that Section 9.2(a) of Article IX of the Amended and Restated Certificate of Incorporation of the corporation is amended and restated to read in its entirety as follows:
"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, out of the funds legally available therefor, upon the consummation of the initial Business Combination pursuant to, and subject to the limitations of, Section 9.2(b) and Section 9.2(c) (such rights of such holders to have their Offering Shares redeemed pursuant to such Sections, the "Redemption Rights") for cash equal to the applicable redemption price per share determined in accordance with Section 9.2(b) (the "Redemption Price")."
RESOLVED, that Section 9.2(b) of Article IX of the Amended and Restated Certificate of Incorporation of the corporation is amended and restated to read in its entirety as follows:
"If the Corporation offers to redeem the Offering Shares other than in conjunction with a stockholder vote on an initial Business Combination with a proxy solicitation pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (or any successor rules or regulations) and filing proxy materials with the
A-2
RESOLVED, that Section 9.2(d) of Article IX of the Amended and Restated Certificate of Incorporation of the corporation is amended and restated to read in its entirety as follows:
"In the event that the Corporation has not completed an initial Business Combination by
RESOLVED, that Section 9.2(e) of Article IX of the Amended and Restated Certificate of Incorporation of the corporation is amended and restated to read in its entirety as follows:
"If the Corporation offers to redeem the Offering Shares in conjunction with a stockholder vote on an initial Business Combination, the Corporation shall consummate the proposed initial Business Combination only if such initial Business Combination is approved by the affirmative vote of the holders of a majority of the shares of the Common Stock that are voted at a stockholder meeting held to consider such initial Business Combination."
RESOLVED, that Section 9.2(f) of Article IX of the Amended and Restated Certificate of Incorporation of the corporation is amended and restated to read in its entirety as follows:
"Reserved."
RESOLVED, that Section 9.7 of Article IX of the Amended and Restated Certificate of Incorporation of the corporation is amended and restated to read in its entirety as follows:
"If, in accordance with Section 9.1(a), any amendment is made to this Amended and Restated Certificate of Incorporation (a) to modify the substance or timing of the Corporation's obligation to allow redemption in connection with the Corporation's initial Business Combination or to redeem 100% of the Offering Shares if the Corporation does not complete an initial Business Combination on or before the Termination Date, or (b) with respect to any other provisions of this Amended and Restated Certificate of Incorporation relating to stockholders' rights or pre-initial Business Combination activity, the Public Stockholders shall be provided with the opportunity to redeem their Offering Shares upon the approval of any such amendment, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Corporation to pay its taxes and expenses related to the administration of the Trust Account, divided by the number of then outstanding Offering Shares."
4. That thereafter, said amendment was duly adopted in accordance with the provisions of Section 242 of the DGCL by written consent of stockholders holding the requisite number of shares required by statute given in accordance with and pursuant to Section 228 of the DGCL.
A-3
IN WITNESS WHEREOF, the corporation has caused this Certificate of Amendment to be signed this day of , 2024.
|
Chief Executive Officer |
A-4
ANNEX B
AMENDMENT 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;
WHEREAS, at a Special Meeting of stockholders of the Company held on
WHEREAS, at a Special Meeting of stockholders of the Company held on
WHEREAS, at a Special Meeting of stockholders of the Company held on
WHEREAS, at a Special Meeting of stockholders of the Company held on
WHEREAS, on the date hereof, the Company is filing the Fourth Extension Amendment with the Secretary of State of the
NOW THEREFORE, IT IS AGREED:
The Trust Agreement is hereby amended as follows:
1. Preamble. The text below is hereby added as the fifth WHEREAS clause in the preamble of the Trust Agreement:
"WHEREAS, if a Business Combination (as defined below) is not consummated by
B-1
2. Section 1(i). Section 1(i) of the Trust Agreement is hereby amended and restated to read in full as follows:
"(i) Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter ("Termination Letter"), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, signed on behalf of the Company by its President, Chief Executive Officer or Chairman of the board of directors of the Company or other authorized officer of the Company and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee by the 36-month anniversary of the closing of the Offering or, in the event that the Company extended the time to complete the Business Combination for up to 42-months from the closing of the Offering but has not completed the Business Combination within the applicable monthly anniversary of the Closing, ("Last Date"), the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the Public Stockholders as of the Last Date."
3. Section 1(m). Section 1(m) is hereby added to the Trust Agreement as follows:
(m) Upon receipt of an extension letter ("Extension Letter") substantially similar to Exhibit E hereto at least five business days prior to the Applicable Deadline, signed on behalf of the Company by an executive officer, and receipt of the dollar amount specified in the Extension Letter on or prior to the Applicable Deadline, to follow the instructions set forth in the Extension Letter.
4. Exhibit E. Exhibit E is hereby added to the Trust Agreement as follows:
[Letterhead of Company]
[Insert date]
Attn: Relationship Management
Re: Trust Account - Extension Letter
Gentlemen:
Pursuant to paragraph 1(m) of the Investment Management Trust Agreement between
This Extension Letter shall serve as the notice required with respect to Extension prior to the Applicable Deadline.
In accordance with the terms of the Trust Agreement, we hereby authorize you to deposit
B-2
This is the of up to Extension Letters.
Very truly yours,
| By: |
3. All other provisions of the Trust Agreement shall remain unaffected by the terms hereof.
4. 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 shall be deemed to be an original signature for purposes of this Amendment.
5. This Amendment is intended to be in full compliance with the requirements for an Amendment to the Trust Agreement as required by 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.
6. This Amendment shall be governed by and construed and enforced in accordance with the laws of the
[Signature
B-3
IN WITNESS WHEREOF, the parties have duly executed this Amendment to the Investment Management Trust Agreement as of the date first written above.
| By: | |||
| Title: | Vice President |
| By: | |||
| Title: | Chief Executive Officer |
B-4
| 1. | A proposal to amend (the "Extension Amendment") the Company's Amended and Restated Certificate of Incorporation (as amended, the "Charter") to provide the Company's Board of Directors with the right to extend the date by which the Company has to consummate a business combination up to an additional six (6) times for one (1) month each time, from |
FOR ☐ |
AGAINST ☐ |
ABSTAIN ☐ |
|||
| 2. | A proposal to approve the adoption of an amendment (the "Trust Amendment") to that certain Investment Management Trust Agreement, dated as of |
FOR ☐ |
AGAINST ☐ |
ABSTAIN ☐ |
|||
| 3. | 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 to approve the Extension Amendment Proposal or if we determine that additional time is necessary to effectuate the Extension. | FOR ☐ |
AGAINST ☐ |
ABSTAIN ☐ |
| Dated: | , 2024 | |
| Signature | ||
| (Signature if held Jointly) | ||
| When Shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by the president or another authorized officer. If a partnership, please sign in partnership name by an authorized person. | ||
| The Shares represented by the proxy, when properly executed, will be voted in the manner directed herein by the undersigned stockholder(s). If no direction is made, this proxy will be voted FOR Proposal 1, Proposal 2 and Proposal 3. If any other matters properly come before the meeting, unless such authority is withheld on this proxy card, the Proxies will vote on such matters in their discretion. |
B-5
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