If you do not want the Auditor Ratification Proposal to be approved, you must vote against such proposal. Abstentions will have no effect on the Auditor Ratification Proposal.
If you do not want the Adjournment Proposal to be approved, you must vote against such proposal. Abstentions and broker non-votes (as described below) will have no effect on such proposal.
How do the Company insiders intend to vote their shares?
All of our directors, executive officers, advisors 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 the Extension Amendment Proposal, the Auditor Ratification Proposal and the Adjournment Proposal. Currently, our Sponsor, Board and Management own approximately 19.9% of our issued and outstanding shares of common stock, including 4,300,500 Founder Shares. The Sponsor and our directors, executive officers and their affiliates do not intend to purchase shares of common stock in the open market or in privately negotiated transactions in connection with the stockholder vote on the Extension Amendment.
Does the Board recommend voting for the approval of the Proposals?
Yes. After careful consideration of the terms and conditions of these Proposals, our Board has determined that the Extension Amendment Proposal, the Auditor Ratification Proposal and, if presented, the Adjournment Proposal are in the best interests of the Company and its stockholders. The Board recommends that our stockholders vote “FOR” the Extension Amendment Proposal, “FOR” the Auditor Ratification Proposal and “FOR” the Adjournment Proposal, if presented.
What interests do the Company’s Sponsor, directors and officers have in the approval of the Proposals?
The Sponsor, directors and officers have interests in the Proposals that may be different from, or in addition to, your interests as a stockholder. These interests include ownership of (i) 4,303,500 Founder Shares (purchased for a nominal price) and 5,950,000 Private Placement Warrants (purchased for $5,950,000), which would expire worthless if the Business Combination is not consummated, and (ii) a promissory note in the principal amount of up to $1,000,000 issued in connection with working capital loans made by the Sponsor, of which approximately $200,000 was outstanding as of September 30, 2022. See the section below entitled “Proposal One – The Extension Amendment Proposal — Interests of the Sponsor and our Directors and Officers.”
Do I have appraisal rights if I object to any of the Proposals?
Our stockholders do not have appraisal rights in connection with the Proposals under the DGCL.
The Extension Amendment Proposal
What amount will holders receive upon consummation of a subsequent Business Combination or liquidation if the Extension Amendment Proposal is approved?
If the Extension Amendment Proposal is approved and the Board decides to implement the Extension, our Sponsor, or its designees, has agreed to contribute to us loans in the amount of (i) the lesser of (x) $280,000 or (y) $0.07 for each Public Share that is not redeemed in connection with the Meeting for the month from February 20, 2023 to March 19, 2023, plus (ii) the lesser of (x) $200,000 or (y) $0.05 for each Public Share that is not redeemed in connection with the Meeting for the month from March 20, 2023 to April 19, 2023, plus (iii) the lesser of (x) $200,000 or (y) $0.05 for each Public Share that is not redeemed in connection with the Meeting for the month from April 20, 2023 to May 19, 2023. Accordingly, the amount deposited per share will depend on the number of Public Shares that remain outstanding after redemptions in connection with the Extension and the length of the Extension. If more than 4,000,000 Public Shares remain outstanding after redemptions in connection with the Extension, then the amount paid per share will be reduced proportionately. For example, if we take until May 19, 2023 to complete a Business Combination and no Public Shares are redeemed and all of our Public Shares remain outstanding in connection with the Extension, our Sponsor or its designees would make aggregate maximum contributions of approximately $0.04 per share, with the aggregate maximum contribution to the Trust Account being $680,000. However, if 13,250,000 Public Shares are redeemed and 4,000,000 of our Public Shares remain outstanding after redemptions in connection with the Extension, then the aggregate amount deposited per share will be approximately