Proxy Statement Pursuant
to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. 1)
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER , 2022
TO THE STOCKHOLDERS OF Iris
Acquisition Corp:
You
are cordially invited to attend the special meeting, which we refer to as the “Special Meeting”, of stockholders of Iris
Acquisition Corp, which we refer to as “we”, “us”, “our” or the “Company”, to be held
at 11 a.m. Eastern Time on December , 2022.
The Special Meeting will
be a completely virtual meeting of stockholders, which will be conducted via live webcast. You will be able to attend the Special Meeting
online, vote and submit your questions during the Special Meeting by visiting https://www.cstproxy.com/irisacquisition/2022.
Even if you are planning
on attending the Special Meeting online, please promptly submit your proxy vote by telephone, or, if you received a printed form of proxy
in the mail, by completing, dating, signing and returning the enclosed proxy, so your shares will be represented at the Special Meeting.
Instructions on voting your shares are on the proxy materials you received for the Special Meeting. Even if you plan to attend the Special
Meeting online, it is strongly recommended you complete and return your proxy card before the Special Meeting date to ensure that your
shares will be represented at the Special Meeting if you are unable to attend.
The accompanying proxy statement,
which we refer to as the “Proxy Statement”, is dated December , 2022, and is first being mailed to stockholders
of the Company on or about December , 2022. The sole purpose of the Special Meeting is to consider and vote upon the following
proposals:
| · | a proposal to amend the Company’s amended and restated
certificate of incorporation, which we refer to as the “charter”, in the form set forth in Annex A to the
accompanying Proxy Statement, which we refer to as the “Extension Amendment” and such proposal the “Extension Amendment
Proposal”, to extend the date by which the Company must: (i) consummate a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or similar business combination, involving the Company and one or more businesses, which we refer to as
a “business combination”, (ii) redeem 100% of the Company’s Class A Common Stock included as part of the
units sold in the Company’s initial public offering that was consummated on March 9, 2021, which we refer to as the “IPO”,
and (iii) redeem shares in connection with a vote seeking: (a) to modify the substance or timing of the Corporation’s
obligation to provide for the redemption of the Company's Class A Common Stock included as part of the units sold in the Company's
IPO in connection with an initial business combination or amendments to the Company's amended and restated certificate of incorporation
prior thereto or to redeem 100% of such shares if the Company has not consummated an initial business combination or (b) with respect
to any other material provisions relating to stockholders’ rights or pre-initial business combination activity to June 9,
2023 (subject to an additional three month extension at the discretion of the Board), which we refer to as the
“Extension”, and such later date, the “Extended Date”; and |
| · | a proposal to approve the adjournment of the Special Meeting
to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes
for, or otherwise in connection with, the approval of the Extension Amendment Proposal, which we refer to as the “Adjournment Proposal”.
The Adjournment Proposal will only be presented at the Special Meeting if there are not sufficient votes to approve the Extension Amendment
Proposal. |
Each of the Extension Amendment
Proposal and the Adjournment Proposal is more fully described in the accompanying Proxy Statement.
The purpose of the Extension
Amendment Proposal and, if necessary, the Adjournment Proposal, is to allow us additional time to complete our initial business combination
(the “Business Combination”). While we have recently entered into a non-binding letter of intent for a proposed business
combination with a company in the biotechnology industry, our board of directors (the “Board”) currently believes that there
will not be sufficient time before March 9, 2023 to complete the Business Combination. Accordingly, the Board believes that in order
to be able to consummate the Business Combination, we will need to obtain the Extension. Therefore, the Board has determined that it
is in the best interests of our stockholders to extend the date by which the Company has to consummate a business combination to the
Extended Date in order for our stockholders to have the opportunity to participate in our future investment.
In connection with the Extension
Amendment Proposal, public stockholders may elect to redeem their public shares for a per-share price, payable in cash, equal to the
aggregate amount then on deposit in the trust account (the “Trust Account”), including interest (which interest shall
be net of taxes payable), divided by the number of then outstanding shares of Class A common stock issued in our IPO, which shares
we refer to as the “public shares”, and which election we refer to as the “Election”, regardless of whether such
public stockholders vote on the Extension Amendment Proposal. If the Extension Amendment Proposal is approved by the requisite vote of
stockholders, the remaining holders of public shares will retain their right to redeem their public shares when the Business Combination
is submitted to the stockholders, subject to any limitations set forth in our charter as amended by the Extension Amendment. In addition,
public stockholders who do not make the Election would be entitled to have their public shares redeemed for cash if the Company has not
completed a business combination by the Extended Date. The Sponsor owns 6,900,000 shares of our Class B common stock, which
we refer to as the “Founder Shares”, that were issued to the Sponsor prior to our IPO. Simultaneously with the closing of
the IPO, the Company consummated the sale of 5,013,333 warrants (the “Private Placement Warrants”) to the Sponsor and Cantor
Fitzgerald & Co. (“Cantor”), the representative of the underwriters of the IPO.
To exercise your redemption
rights, you must demand that the Company redeem your public shares for a pro rata portion of the funds held in the Trust Account, and
tender your shares to the Company’s transfer agent at least two business days prior to the Special Meeting (or December
, 2022). You may tender your shares by either delivering your share certificate to the transfer agent or by delivering your shares electronically
using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system. If you hold your shares in street name, you
will need to instruct your bank, broker or other nominee to withdraw the shares from your account in order to exercise your redemption
rights.
If the Extension Amendment Proposal is approved and the Extension is implemented, the Sponsor or its designees
has agreed to loan to us $ for each public share that is not redeemed (the “Loan”). Assuming the Extension Amendment
Proposal is approved and the Extension is implemented, the Loan will be deposited in the Trust Account promptly following the beginning
of the Extension period. Accordingly, if the Extension Amendment Proposal is approved and the Extension is implemented, the redemption
amount per share at the meeting for the Company’s business combination or the Company’s subsequent liquidation will be approximately
$ per share, in comparison to the current redemption amount of approximately $ per share. The Loan is conditioned upon
the implementation of the Extension Amendment. The Loan will not occur if the Extension Amendment is not approved or the Extension is
not completed. The amount of the Loan will not bear interest and will be repayable by us to the Sponsor or its designees upon consummation
of an initial business combination, in cash or in private placement warrants at a price of $ , at the option of the Sponsor. If the Sponsor
or its designees advises us that it does not intend to make the Loan, then the Extension Amendment and the Adjournment Proposal will not
be put before the stockholders at the Special Meeting and we will dissolve and liquidate in accordance with our charter.
Based upon the current amount
in the Trust Account, the Company anticipates that the per-share price at which public shares will be redeemed from cash held in the
Trust Account will be approximately $ at the time of the Special Meeting. The closing price of the Company’s Class A common
stock on , 2022 was $ . The Company cannot assure stockholders that they will be able to sell their shares of the Company’s Class A
common stock in the open market, even if the market price per share is higher than the redemption price stated above, as there may not
be sufficient liquidity in its securities when such stockholders wish to sell their shares.
The Adjournment Proposal,
if adopted, will allow our Board to adjourn the Special Meeting to a later date or dates to permit further solicitation of proxies. The
Adjournment Proposal will only be presented to our stockholders in the event that there are insufficient votes for, or otherwise in connection
with, the approval of the Extension Amendment Proposal.
If the Extension Amendment
Proposal is not approved and we do not consummate the Business Combination by March 9, 2023, as contemplated by our IPO prospectus
and in accordance with our charter, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly
as reasonably possible but not more than ten business days thereafter, redeem the public shares, 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
(which interest shall be net of income taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number
of then outstanding public shares, which redemption will completely extinguish the public stockholders’ rights as stockholders
(including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as
reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Board, liquidate and dissolve, subject, in each case, to the Company’s obligations under Delaware law to provide for
claims of creditors and the requirements of other applicable law. There will be no distribution from the Trust Account with respect to
our warrants, which will expire worthless in the event of our winding up. In the event of a liquidation, the Sponsor and our officers
and directors will not receive any monies held in the Trust Account as a result of their ownership of the Founder Shares or the Private
Placement Warrants.
Subject to the foregoing,
the affirmative vote of at least 65% of the Company’s outstanding shares of common stock, including the Founder Shares, will be
required to approve the Extension Amendment Proposal. Stockholder approval of the Extension Amendment is required for the implementation
of our Board’s plan to extend the date by which we must consummate our initial business combination. 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.
Approval of the Adjournment
Proposal requires the affirmative vote of the majority of the votes cast by stockholders represented in person or by proxy at the Special
Meeting.
Our Board has fixed the
close of business on November 8, 2022, as the date for determining the Company stockholders entitled to receive notice of and vote
at the Special Meeting and any adjournment thereof. Only holders of record of the Company’s common stock on that date are entitled
to have their votes counted at the Special Meeting or any adjournment thereof.
You are not being asked
to vote on the Business Combination at this time. If the Extension is implemented and you do not elect to redeem your public shares,
provided that you are a stockholder on the record date for a meeting to consider the Business Combination, you will retain the right
to vote on the Business Combination when it is submitted to stockholders and the right to redeem your public shares for cash in the event
the Business Combination is approved and completed or we have not consummated a business combination by the Extended Date.
After careful consideration
of all relevant factors, the Board has determined that the Extension Amendment Proposal and, if presented, the Adjournment Proposal are
advisable and recommends that you vote or give instruction to vote “FOR” such proposals.
Under Delaware law and the
Company’s bylaws, no other business may be transacted at the Special Meeting.
Enclosed is the Proxy Statement
containing detailed information concerning the Extension Amendment Proposal, the Adjournment Proposal and the Special Meeting. Whether
or not you plan to attend the Special Meeting, we urge you to read this material carefully and vote your shares.
If you have any questions regarding the accompanying proxy statement, you may contact Alliance Advisors,
LLC, the Company's proxy solicitor, toll-free at (844)-670-2141 or email at IRAA@allianceadvisors.com.
,
2022 |
By
Order of the Board of Directors |
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Sumit Mehta
Chief Executive Officer |
Your vote is important.
If you are a stockholder of record, please sign, date and return your proxy card as soon as possible to make sure that your shares are
represented at the Special Meeting. If you are a stockholder of record, you may also cast your vote online at the Special Meeting. If
your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank how to vote your shares, or you
may cast your vote online at the Special Meeting by obtaining a proxy from your brokerage firm or bank. Your failure to vote or instruct
your broker or bank how to vote will have the same effect as voting “AGAINST” the Extension Amendment Proposal, and an abstention
will have the same effect as voting “AGAINST” the Extension Amendment Proposal.
Important
Notice Regarding the Availability of Proxy Materials for the Special Meeting of Stockholders to be held on December , 2022: This
notice of meeting and the accompanying Proxy Statement are available at https://www.cstproxy.com/irisacquisition/2022.
IRIS ACQUISITION CORP
3rd Floor Zephyr House
122 Mary Street, George
Town
PO Box 10085
Grand Cayman KY1-1001,
Cayman Islands
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER , 2022
PROXY STATEMENT
The
special meeting, which we refer to as the “Special Meeting”, of stockholders of Iris Acquisition Corp, which we refer to
as the “we”, “us”, “our” or the “Company”, will be held at 11 a.m. on December
, 2022 as a virtual meeting. You will be able to attend, vote your shares, and submit questions during the Special Meeting via a live
webcast available at https://www.cstproxy.com/irisacquisition/2022. The Special Meeting will be held for the sole purpose of considering
and voting upon the following proposals:
| · | a proposal to amend the Company’s amended and restated
certificate of incorporation, which we refer to as the “charter”, in the form set forth in Annex A to the
accompanying Proxy Statement, which we refer to as the “Extension Amendment” and such proposal the “Extension Amendment
Proposal”, to extend the date by which the Company must: (i) consummate a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or similar business combination, involving the Company and one or more businesses, which we refer to as
a “business combination”, (ii) redeem 100% of the Company’s Class A Common Stock included as part of the
units sold in the Company’s initial public offering that was consummated on March 9, 2021, which we refer to as the “IPO”,
and (iii) redeem shares in connection with a vote seeking: (a) to modify the substance or timing of the Corporation’s
obligation to provide for the redemption of the Company's Class A Common Stock included as part of the units sold in the Company's
IPO in connection with an initial business combination or amendments to the Company's amended and restated certificate of incorporation
prior thereto or to redeem 100% of such shares if the Company has not consummated an initial business combination or (b) with respect
to any other material provisions relating to stockholders’ rights or pre-initial business combination activity to June 9,
2023 (subject to an additional three month extension at the discretion of the Board), which we refer to as the
“Extension”, and such later date, the “Extended Date”; and |
| · | a proposal to approve the adjournment of the Special Meeting
to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes
for, or otherwise in connection with, the approval of the Extension Amendment Proposal, which we refer to as the “Adjournment Proposal”.
The Adjournment Proposal will only be presented at the Special Meeting if there are not sufficient votes to approve the Extension Amendment
Proposal. |
The Extension Amendment
Proposal is required for the implementation of the plan of the board of directors, which we refer to as the “Board”, to extend
the date by which the Company has to complete our initial business combination (the “Business Combination”). The purpose
of the Extension Amendment is to allow the Company more time to complete the Business Combination. In addition, we will not proceed with
the Extension if the number of redemptions or repurchases of our shares of Class A common stock issued in our IPO, which shares
we refer to as the “public shares”, causes us to have less than $5,000,001 of net tangible assets following approval of the
Extension Amendment Proposal.
In connection with the Extension
Amendment Proposal, public stockholders may elect to redeem their public shares for a per-share price, payable in cash, equal to the
aggregate amount then on deposit in the trust account (the “Trust Account”), including interest (which interest shall be
net of taxes payable), divided by the number of then outstanding public shares, which election we refer to as the “Election”,
regardless of whether such public stockholders vote on the Extension Amendment Proposal. If the Extension Amendment Proposal is approved
by the requisite vote of stockholders, the remaining holders of public shares will retain their right to redeem their public shares when
the Business Combination is submitted to the stockholders, subject to any limitations set forth in our charter as amended by the Extension
Amendment. In addition, public stockholders who do not make the Election would be entitled to have their public shares redeemed for cash
if the Company has not completed a business combination by the Extended Date. The Sponsor owns 6,900,000 shares of our Class B
common stock, which we refer to as the “Founder Shares”, that were issued to the Sponsor prior to our IPO. Simultaneously
with the closing of the IPO, the Company consummated the sale of 5,013,333 warrants (the “Private Placement Warrants”) to
the Sponsor and Cantor, the representative of the underwriters of the IPO.
To exercise your redemption
rights, you must demand that the Company redeem your public shares for a pro rata portion of the funds held in the Trust Account, and
tender your shares to the Company’s transfer agent at least two business days prior to the Special Meeting (or December
, 2022). You may tender your shares by either delivering your share certificate to the transfer agent or by delivering your shares electronically
using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system. If you hold your shares in street name, you
will need to instruct your bank, broker or other nominee to withdraw the shares from your account in order to exercise your redemption
rights.
If the Extension Amendment Proposal is approved and the Extension is implemented, the Sponsor or its designees
has agreed to loan to us $ for each public share that is not redeemed (the “Loan”). Assuming the Extension Amendment
Proposal is approved and the Extension is implemented, the Loan will be deposited in the Trust Account promptly following the beginning
of the Extension period. Accordingly, if the Extension Amendment Proposal is approved and the Extension is implemented, the redemption
amount per share at the meeting for the Company’s business combination or the Company’s subsequent liquidation will be approximately
$ per share, in comparison to the current redemption amount of approximately $ per share. The Loan is conditioned upon
the implementation of the Extension Amendment. The Loan will not occur if the Extension Amendment is not approved or the Extension is
not completed. The amount of the Loan will not bear interest and will be repayable by us to the Sponsor or its designees upon consummation
of an initial business combination, in cash or in private placement warrants at a price of $ , at the option of the Sponsor. If the Sponsor
or its designees advises us that it does not intend to make the Loan, then the Extension Amendment and the Adjournment Proposal will not
be put before the stockholders at the Special Meeting and we will dissolve and liquidate in accordance with our charter.
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. In such
event, the Company may need to obtain additional funds to complete the Business Combination, and there can be no assurance that such
funds will be available on terms acceptable to the parties or at all.
If the Extension Amendment
Proposal is not approved and we do not consummate the Business Combination by March 9, 2023, as contemplated by our IPO prospectus
and in accordance with our charter, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly
as reasonably possible but not more than ten business days thereafter, redeem the public shares, 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
(which interest shall be net of income taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number
of then outstanding public shares, which redemption will completely extinguish the public stockholders’ rights as stockholders
(including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as
reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Board, liquidate and dissolve, subject, in each case, to the Company’s obligations under Delaware law to provide for
claims of creditors and the requirements of other applicable law.
There will be no distribution
from the Trust Account with respect to the Company’s warrants, which will expire worthless in the event of our winding up. In the
event of a liquidation, the Sponsor and our officers or directors will not receive any monies held in the Trust Account as a result of
their ownership of 6,900,000 Founder Shares, which were issued to the Sponsor prior to our IPO, and 5,013,333 Private Placement Warrants,
which were purchased by the Sponsor and Cantor in a private placement that occurred simultaneously with the completion of the IPO. As
a consequence, a liquidating distribution will be made only with respect to the public shares. In the event of a liquidation, the Sponsor
and our officers and directors will not receive any monies held in the Trust Account as a result of their ownership of the Founder Shares
or the Private Placement Warrants.
The Sponsor, officers and
directors have agreed to: (i) waive their redemption rights with respect to any Founder Shares and public shares they hold in connection
with the completion of the initial Business Combination, (ii) 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 Company’s amended and restated certificate
of incorporation, (iii) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares
they hold if the Company fails to complete the initial Business Combination by March 9, 2023, and (iv) vote any Founder Shares
held by them and any public shares purchased during or after the IPO in favor of the initial Business Combination.
Under the DGCL, stockholders
may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution.
If the corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable
provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the
corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before
any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited
to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability
of the stockholder would be barred after the third anniversary of the dissolution.
Because the Company will
not be complying with Section 280 of the DGCL as described in our IPO prospectus filed with the U.S. Securities and Exchange
Commission, which we refer to as the “SEC”, on March 8, 2021, Section 281(b) of the DGCL requires us to adopt
a plan, based on facts known to us at such time that will provide for our payment of all existing and pending claims or claims that may
be potentially brought against us within the 10 years following our dissolution. However, because we are 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 or investment bankers) or prospective target businesses.
If the Extension Amendment
Proposal is approved, the Company, pursuant to the terms of the investment management trust agreement, dated March 4, 2021, by and
between the Company and Continental Stock Transfer & Trust Company (the “Trust Agreement”), will: (i) remove
from the Trust Account an amount, which we refer to as the “Withdrawal Amount”, equal to the number of public shares properly
redeemed multiplied by the per-share price, equal to the aggregate amount then on deposit in the Trust Account, including interest (which
interest shall be net of taxes payable), divided by the number of then outstanding public shares, and (ii) deliver to the holders
of such redeemed public shares their portion of the Withdrawal Amount. The remainder of such funds shall remain in the Trust Account
and be available for use by the Company to complete a business combination on or before the Extended Date. Holders of public shares who
do not redeem their public shares now will retain their redemption rights and their ability to vote on a business combination through
the Extended Date if the Extension Amendment Proposal is approved.
Our Board has fixed the
close of business on November 8, 2022 as the date for determining the Company stockholders entitled to receive notice of and vote
at the Special Meeting and any adjournment thereof. Only holders of record of the Company’s common stock on that date are entitled
to have their votes counted at the Special Meeting or any adjournment thereof. On the record date of the Special Meeting, there were
27,600,000 shares of Class A common stock and 6,900,000 shares of Class B common stock outstanding. The Company’s
warrants do not have voting rights in connection with the Extension Amendment Proposal or the Adjournment Proposal.
This Proxy Statement contains
important information about the Special Meeting and the proposals. Please read it carefully and vote your shares.
We will pay for the entire
cost of soliciting proxies from our working capital. We have engaged Alliance Advisors, LLC to assist in the solicitation of proxies
for the Special Meeting. We have agreed to pay Alliance Advisors, LLC a fee of $15,000. We will also reimburse Alliance Advisors, LLC
for standard out-of-pocket expenses and will indemnify and hold Alliance Advisors, LLC and its employees harmless against certain losses,
damages, expenses, liabilities or claims. In addition to these mailed proxy materials, our directors and officers may also solicit proxies
in person, by telephone or by other means of communication. These parties will not be paid any additional compensation for soliciting
proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.
While the payment of these expenses will reduce the cash available to us to consummate an initial business combination if the Extension
is approved, we do not expect such payments to have a material effect on our ability to consummate an initial business combination.
This Proxy Statement is
dated , 2022 and is first being mailed to stockholders on or about , 2022.
Date:
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By
Order of the Board of Directors |
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Sumit Mehta
Chief Executive Officer |
TABLE OF CONTENTS
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? |
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We
are a blank check company incorporated in Delaware on November 5, 2020, for the purpose of effecting a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. In March 2021,
we consummated our IPO from which we derived gross proceeds of approximately $276,000,000 in the aggregate. The amount in the Trust
Account was initially $10.00 per public share. Like most blank check companies, our charter provides for the return of our IPO proceeds
held in trust to the holders of shares of Class A common stock sold in our IPO if there is no qualifying business combination(s) consummated
on or before a certain date (in our case, March 9, 2023). Our Board believes that it is in the best interests of the stockholders
to continue our existence until the Extended Date in order to allow us more time to complete the Business Combination. |
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The
purpose of the Extension Amendment Proposal and, if necessary, the Adjournment Proposal, is to allow us additional time to complete
the Business Combination. |
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What is being voted
on? |
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You
are being asked to vote on: |
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· a
proposal to amend our charter to extend the date by which we have to consummate a business combination to June 9, 2023 (subject
to an additional three month extension at the discretion of the Board); and |
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· a
proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation
and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension
Amendment Proposal. |
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The
Extension Amendment Proposal is required for the implementation of our Board’s plan to extend the date that we have to complete
our initial business combination. The purpose of the Extension Amendment is to allow the Company more time to complete the Business
Combination. Approval of the Extension Amendment Proposal is a condition to the implementation of the Extension. |
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If
the Extension Amendment Proposal is approved, we will, pursuant to the Trust Agreement, 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 our use in connection with consummating a business combination on or before the Extended Date. |
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We
will not proceed with the Extension if redemptions of our public shares cause us to have less than $5,000,001 of net tangible assets
following approval of the Extension Amendment Proposal. |
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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. We cannot predict
the amount that will remain in the Trust Account if the Extension Amendment Proposal is approved. In such event, we may need to obtain
additional funds to complete the Business Combination, and there can be no assurance that such funds will be available on terms acceptable
to the parties or at all. |
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If
the Extension Amendment Proposal is not approved and we do not consummate the Business Combination by March 9, 2023, as contemplated
by our IPO prospectus and in accordance with our charter, we will: (i) cease all operations except for the purpose of winding
up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, 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 (which interest shall be net of income taxes payable and up to $100,000 of interest to pay dissolution
expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish the public stockholders’
rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and
(iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining
stockholders and the Board, liquidate and dissolve, subject, in each case, to the Company’s obligations
under Delaware law to provide for claims of creditors and the requirements of other applicable law. |
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There
will be no distribution from the Trust Account with respect to our warrants, which will expire worthless in the event of our winding
up. In the event of a liquidation, the Sponsor and our officers and directors will not receive any monies held in the Trust Account
as a result of their ownership of the Founder Shares and Private Placement Warrants. |
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Why is the Company
proposing the Extension Amendment Proposal? |
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Our
charter provides for the return of our IPO proceeds held in trust to the holders of shares of Class A common stock sold in our
IPO if there is no qualifying business combination(s) consummated on or before March 9, 2023. As explained below, we will
not be able to complete the Business Combination by that date and therefore, we are asking for an extension of this timeframe. |
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The
purpose of the Extension Amendment Proposal and, if necessary, the Adjournment Proposal, is to allow us additional time to complete
the Business Combination. There is no assurance that the Company will be able to consummate the Business Combination, given the actions
that must occur prior to closing of the Business Combination. |
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The
Company believes that given its expenditure of time, effort and money on finding a business combination, circumstances warrant providing
public stockholders an opportunity to consider the Business Combination. Accordingly, the Board is proposing the Extension Amendment
Proposal to amend our charter in the form set forth in Annex A hereto to extend the date by which we must: (i) consummate
a business combination, (ii) cease our operations if we fail to complete such business combination, and (iii) redeem or
repurchase 100% of our Class A common stock included as part of the units sold in our IPO to June 9, 2023 (subject
to an additional three month extension at the discretion of the Board). |
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You
are not being asked to vote on the Business Combination at this time. If the Extension is implemented and you do not elect to redeem
your public shares, provided that you are a stockholder on the record date for a meeting to consider the Business Combination, you
will retain the right to vote on the Business Combination when it is submitted to stockholders and the right to redeem your public
shares for cash in the event the Business Combination is approved and completed or we have not consummated a business combination
by the Extended Date. |
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Why should I
vote “FOR” the Extension Amendment Proposal? |
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Our
Board believes stockholders should have an opportunity to evaluate the Business Combination. Accordingly, the Board is proposing
the Extension Amendment Proposal to amend our charter in the form set forth in Annex A hereto to extend the date by which we
must: (i) consummate a business combination, (ii) cease our operations if we fail to complete such business combination,
and (iii) redeem or repurchase 100% of our Class A common stock included as part of the units sold in our IPO to June 9,
2023 (subject to an additional three month extension at the discretion of the Board). The Extension
would give the Company the opportunity to complete the Business Combination. |
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Our
charter provides that if our stockholders approve an amendment to our charter that would affect the substance or timing of our obligation
to redeem 100% of our public shares if we do not complete our business combination before March 9, 2023, we will provide our
public stockholders with the opportunity to redeem all or a portion of their public shares upon such approval at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be
net of taxes payable), divided by the number of then outstanding public shares. We believe that this charter provision was included
to protect our stockholders from having to sustain their investments for an unreasonably long period if we failed to find a suitable
business combination in the timeframe contemplated by the charter. |
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Our
Board recommends that you vote in favor of the Extension Amendment Proposal. |
Why should I
vote “FOR” the Adjournment Proposal? |
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If
the Adjournment Proposal is not approved by our stockholders, our Board may not be able to adjourn the Special Meeting to a later
date in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment
Proposal. |
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What amount will holders receive upon consummation of a subsequent business combination or liquidation if the Extension
Amendment Proposal is approved? |
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If the Extension Amendment Proposal is approved and the Extension is implemented, the Sponsor or its designees
has agreed to loan to us $ for each public share that is not redeemed. Assuming the Extension Amendment Proposal is approved and the Extension
is implemented, the Loan will be deposited in the Trust Account promptly following the beginning of the Extension period. Accordingly,
if the Extension Amendment Proposal is approved and the Extension is implemented, the redemption amount per share at the meeting for the
Company’s business combination or the Company’s subsequent liquidation will be approximately $ per share, in comparison to
the current redemption amount of approximately $ per share. The Loan is conditioned upon the implementation of the Extension Amendment.
The Loan will not occur if the Extension Amendment is not approved or the Extension is not completed. The amount of the Loan will not
bear interest and will be repayable by us to the Sponsor or its designees upon consummation of an initial business combination, in cash
or in private placement warrants at a price of $ , at the option of the Sponsor. If the Sponsor or its designees advises us that it does
not intend to make the Loan, then the Extension Amendment and the Adjournment Proposal will not be put before the stockholders at the
Special Meeting and we will dissolve and liquidate in accordance with our charter. |
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When would the
Board abandon the Extension Amendment Proposal? |
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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. In addition, we will not proceed with the Extension if the
number of redemptions or repurchases of our shares of Class A common stock issued in our IPO, which shares we refer to as the
“public shares”, causes us to have less than $5,000,001 of net tangible assets following approval of the Extension Amendment
Proposal. |
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How do the Company
insiders intend to vote their shares? |
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All
of our directors, executive officers 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. Currently, the Sponsor and our
officers and directors own approximately 20.0% of our issued and outstanding shares of common stock, including 6,900,000 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. |
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What vote is required
to adopt the proposals? |
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The
approval of the Extension Amendment Proposal will require the affirmative vote of holders of at least 65% of our outstanding shares
of common stock on the record date. |
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The
approval of the Adjournment Proposal will require the affirmative vote of the majority of the votes cast by stockholders represented
in person or by proxy. |
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What if I
don’t want to vote “FOR” the Extension Amendment Proposal? |
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If
you do not want the Extension Amendment Proposal to be approved, you must abstain, not vote, or vote “AGAINST” such proposal.
You will be entitled to redeem your public shares for cash in connection with this vote whether or not you vote on the Extension
Amendment Proposal so long as you elect to redeem your public shares for a pro rata portion of the funds available in the Trust Account
in connection with the Extension Amendment. If the Extension Amendment Proposal is approved, and the Extension is implemented, then
the Withdrawal Amount will be withdrawn from the Trust Account and paid to the redeeming holders. |
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What happens if
the Extension Amendment Proposal is not approved? |
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Our
Board will abandon the Extension Amendment if our stockholders do not approve the Extension Amendment Proposal. |
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If
the Extension Amendment Proposal is not approved and we do not consummate the Business Combination by March 9, 2023, as contemplated
by our IPO prospectus and in accordance with our charter, we will: (i) cease all operations except for the purpose of winding
up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, 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 (which interest shall be net of income taxes payable and up to $100,000 of interest to pay dissolution
expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish the public stockholders’
rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and
(iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining
stockholders and the Board, liquidate and dissolve, subject, in each case, to the Company’s obligations
under Delaware law to provide for claims of creditors and the requirements of other applicable law. |
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There will be no distribution from the Trust
Account with respect to our warrants which will expire worthless in the event we wind up.
In the event of a liquidation, the Sponsor
and our officers and directors will not receive any monies held in the Trust Account as a result of their ownership of the Founder
Shares or Private Placement Warrants. |
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If the Extension
Amendment Proposal is approved, what happens next? |
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We
are seeking the Extension Amendment to provide us time to compete the Business Combination. Our seeking to complete the Business
Combination will involve: |
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· negotiating
and executing a definitive agreement and related agreements; |
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· completing
proxy materials; |
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· establishing
a meeting date and record date for considering the Business Combination, and distributing proxy materials to stockholders; and |
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· holding
a special meeting to consider the Business Combination. |
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We
are seeking approval of the Extension Amendment Proposal because we will not be able to complete all of the tasks listed above prior
to March 9, 2023. If the Extension Amendment Proposal is approved, we expect to seek stockholder approval of the Business Combination.
If stockholders approve the Business Combination, we expect to consummate the Business Combination as soon as possible following
such stockholder approval. |
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Upon
approval of the Extension Amendment Proposal by holders of at least 65% of the common stock outstanding as of the record date, we
will file an amendment to the charter with the Secretary of State of the State of Delaware in the form set forth in Annex A
hereto. We will remain a reporting company under the Exchange Act and our units, Class A common stock and public warrants
will remain publicly traded. |
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If
the Extension Amendment Proposal is approved, the removal of the Withdrawal Amount from the Trust Account will reduce the amount
remaining in the Trust Account and increase the percentage interest of our common stock held by the Sponsor and our directors and
our officers as a result of their ownership of the Founder Shares and Private Placement Warrants. |
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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. |
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What happens to
the Company warrants if the Extension Amendment Proposal is not approved? |
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If
the Extension Amendment Proposal is not approved and we do not consummate the Business Combination by March 9, 2023, as contemplated
by our IPO prospectus and in accordance with our charter, we will: (i) cease all operations except for the purpose of winding
up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, 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 (which interest shall be net of income taxes payable and up to $100,000 of interest to pay dissolution
expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish the public stockholders’
rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and
(iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining
stockholders and the Board, liquidate and dissolve, subject, in each case, to the Company’s obligations
under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no distribution
from the Trust Account with respect to our warrants, which will expire worthless in the event of our winding up. |
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What happens to
the Company’s warrants if the Extension Amendment Proposal is approved? |
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If
the Extension Amendment Proposal is approved, we will retain the blank check company restrictions previously applicable to us and
continue to attempt to consummate a business combination until the Extended Date. The public warrants will remain outstanding and
only become exercisable 30 days after the completion of a business combination, provided that we have an effective registration
statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants and a
current prospectus relating to them is available (or we permit holders to exercise warrants on a cashless basis). |
Would I still
be able to exercise my redemption rights if I vote “AGAINST” the Business Combination? |
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Unless
you elect to redeem your public shares at this time, you will be able to vote on the Business Combination when it is submitted to
stockholders if you are a stockholder on the record date for a meeting to seek stockholder approval of the Business Combination.
If you disagree with the Business Combination, you will retain your right to redeem your public shares upon consummation of the Business
Combination in connection with the stockholder vote to approve the Business Combination, subject to any limitations set forth in
our charter. |
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How do I attend
the meeting? |
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As
a registered stockholder, you received a proxy card from Continental Stock Transfer & Trust Company. The form contains instructions
on how to attend the Special Meeting including the URL address, along with your 12 digit control number. You will need your control number
for access. If you do not have your control number, contact Continental Stock Transfer & Trust Company at the phone number or
e-mail address below. Beneficial investors who hold shares through a bank, broker or other intermediary, will need to contact them and
obtain a legal proxy. Once you have your legal proxy, contact Continental Stock Transfer & Trust Company to have a control number
generated. Continental Stock Transfer & Trust Company contact information is as follows: 917-262-2373, or email proxy@continentalstock.com.
If you do not have internet capabilities,
you can listen only to the meeting by dialing (800) 450-7155 (toll-free) within the U.S. and Canada, or +1 857-999-9155 (standard
rates apply) outside of the U.S. and Canada. When prompted, enter the pin number 5675657#. This is listen-only, and you will not
be able to vote or enter questions during the meeting. |
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How do I change
or revoke my vote? |
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You may change your vote by e-mailing a later-dated, signed proxy card to our Secretary at ssg@arrcap.com,
so that it is received by our Secretary prior to the Special Meeting or by attending the Special Meeting online and voting. You also
may revoke your proxy by sending a notice of revocation to our Secretary, which must be received by our Secretary prior to the Special
Meeting. |
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Please
note, however, that if on the record date, your shares were held not in your name, but rather in an account at a brokerage firm,
custodian bank, or other nominee, then you are the beneficial owner of shares held in “street name” and these proxy materials
are being forwarded to you by that organization. If your shares are held in street name, and you wish to attend the Special Meeting
and vote at the Special Meeting online, you must follow the instructions included with the enclosed proxy card. |
How are votes counted? |
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Votes will be counted by the inspector of election
appointed for the meeting, who will separately count “FOR” and “AGAINST” votes and abstentions. The Extension
Amendment Proposal must be approved by the affirmative vote of at least 65% of the outstanding shares as of the record date of our common
stock, including the Founder Shares, voting together as a single class. Accordingly, a Company stockholder’s failure to vote by
proxy or to vote online at the Special Meeting or an abstention with respect to the Extension Amendment Proposal will have the same effect
as a vote “AGAINST” such proposal.
The approval of the Adjournment Proposal
requires the affirmative vote of the majority of the votes cast by stockholders represented in person or by proxy. Accordingly, a
Company stockholder’s failure to vote by proxy or to vote online at the Special Meeting will not be counted towards the number
of shares of common stock required to validly establish a quorum, and if a valid quorum is otherwise established, it will have no
effect on the outcome of any vote on the Adjournment Proposal. |
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Abstentions
will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the outcome
of the Adjournment Proposal. |
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If my shares are
held in “street name,” will my broker automatically vote them for me? |
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No. Under
the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with
respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures
provided to you by your broker, bank, or nominee. We believe all the proposals presented to the stockholders will be considered non-discretionary
and therefore your broker, bank, or nominee cannot vote your shares without your instruction. Your bank, broker, or other nominee
can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance
with directions you provide. If your shares are held by your broker as your nominee, which we refer to as being held in “street
name”, you may need to obtain a proxy form from the institution that holds your shares and follow the instructions included
on that form regarding how to instruct your broker to vote your shares. |
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What is a quorum
requirement? |
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A
quorum of stockholders is necessary to hold a valid meeting. Holders of a majority in voting power of our common stock on the record
date issued and outstanding and entitled to vote at the Special Meeting, present in person or represented by proxy, constitute a
quorum. |
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Your
shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank
or other nominee) or if you vote online at the Special Meeting. Abstentions will be counted towards the quorum requirement. In the
absence of a quorum, the chairman of the meeting has power to adjourn the Special Meeting. As of the record date for the Special
Meeting, 16,065,000 shares of our common stock would be required to achieve a quorum. |
Who can vote at
the Special Meeting? |
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Only
holders of record of our common stock at the close of business on November 8, 2022 are entitled to have their vote counted at
the Special Meeting and any adjournments or postponements thereof. On this record date, 27,600,000 shares of Class A common
stock and 6,900,000 shares of Class B common stock were outstanding and entitled to vote. |
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Stockholder
of Record: Shares Registered in Your Name. If on the record date your shares were registered directly in your name with
our transfer agent, Continental Stock Transfer & Trust Company, then you are a stockholder of record. As a stockholder of
record, you may vote online at the Special Meeting or vote by proxy. Whether or not you plan to attend the Special Meeting online,
we urge you to fill out and return the enclosed proxy card to ensure your vote is counted. |
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Beneficial
Owner: Shares Registered in the Name of a Broker or Bank. If on the record date your shares were held, not in your name,
but rather in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares
held in “street name” and these proxy materials are being forwarded to you by that organization. As a beneficial owner,
you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend
the Special Meeting. However, since you are not the stockholder of record, you may not vote your shares online at the Special Meeting
unless you request and obtain a valid proxy from your broker or other agent. |
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Does the Board
recommend voting for the approval of the Extension Amendment Proposal and the Adjournment Proposal? |
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Yes.
After careful consideration of the terms and conditions of these proposals, our Board has determined that the Extension Amendment
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 and the Adjournment Proposal. |
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What interests
do the Company’s Sponsor, directors and officers have in the approval of the proposals? |
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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) 6,900,000 Founder Shares (purchased
for $25,000) and 5,013,333 Private Placement Warrants (purchased for $7,520,000, which would expire worthless if a business
combination is not consummated, and (ii) a promissory note in the principal amount of up to $840,000 issued in connection with
working capital loans made by the Sponsor, of which approximately $840,000 was outstanding as of September 30, 2022. See the section
entitled “The Extension Amendment Proposal — Interests of the Sponsor and our Directors and Officers”. |
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Do I have
appraisal rights if I object to the Extension Amendment Proposal? |
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Our
stockholders do not have appraisal rights in connection with the Extension Amendment Proposal under the DGCL. |
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What do I
need to do now? |
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We
urge you to read carefully and consider the information contained in this Proxy Statement, including the annexes, and to consider
how the proposals will affect you as our stockholder. You should then vote as soon as possible in accordance with the instructions
provided in this Proxy Statement and on the enclosed proxy card. |
How do I vote? |
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If
you are a holder of record of our common stock, you may vote online at the Special Meeting or by submitting a proxy for the Special
Meeting. Whether or not you plan to attend the Special Meeting online, we urge you to vote by proxy to ensure your vote is counted.
You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed
postage paid envelope. You may still attend the Special Meeting and vote online if you have already voted by proxy. |
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If
your shares of our common stock are held in “street name” by a broker or other agent, you have the right to direct your
broker or other agent on how to vote the shares in your account. You are also invited to attend the Special Meeting. However, since
you are not the stockholder of record, you may not vote your shares online at the Special Meeting unless you request and obtain a
valid proxy from your broker or other agent. |
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How do I redeem
my shares of Class A common stock? |
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If
the Extension is implemented, each of our public stockholders may seek to redeem all or a portion of its public shares at a per-share
price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall
be net of taxes payable), divided by the number of then outstanding public shares. You will also be able to redeem your public shares
in connection with any stockholder vote to approve a proposed business combination, or if we have not consummated a business combination
by the Extended Date. |
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In
order to exercise your redemption rights, you must, prior to 5:00 p.m. Eastern time on December , 2022
(two business days before the Special Meeting) tender your shares physically or electronically and submit a request in writing
that we redeem your public shares for cash to Continental Stock Transfer & Trust Company, our transfer agent, at the following
address: |
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Continental
Stock Transfer & Trust Company 1 State Street Plaza, 30th Floor
New York, New York 10004 Attn: Mark Zimkind E-mail: mzimkind@continentalstock.com |
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What should I
do if I receive more than one set of voting materials? |
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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 return each proxy card and voting instruction card that you receive
in order to cast a vote with respect to all of your Company shares. |
Who is paying for
this proxy solicitation? |
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We
will pay for the entire cost of soliciting proxies from our working capital. We have engaged Alliance Advisors, LLC to assist in
the solicitation of proxies for the Special Meeting. We have agreed to pay Alliance Advisors, LLC a fee of $15,000. We will also
reimburse Alliance Advisors, LLC for reasonable out-of-pocket expenses and will indemnify Alliance Advisors, LLC and its affiliates
against certain claims, liabilities, losses, damages and expenses. In addition to these mailed proxy materials, our directors and
officers may also solicit proxies in person, by telephone or by other means of communication. These parties will not be paid any
additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding
proxy materials to beneficial owners. While the payment of these expenses will reduce the cash available to us to consummate an initial
business combination if the Extension is approved, we do not expect such payments to have a material effect on our ability to consummate
an initial business combination. |
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Who can help answer
my questions? |
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If
you have questions about the proposals or if you need additional copies of the Proxy Statement or the enclosed proxy card you should
contact our proxy solicitor, Alliance Advisors, LLC, at 844-670-2141 or by email at IRAA@allianceadvisors.com. |
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You may also contact us at:
Iris Acquisition Corp
3rd Floor Zephyr House
122 Mary Street, George Town
PO Box 10085
Grand Cayman KY1-1001, Cayman Islands
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You
may also obtain additional information about the Company from documents filed with the SEC by following the instructions in the section
entitled “Where You Can Find More Information”. |
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain
statements contained in this proxy statement constitute “forward-looking statements” for the purpose of the federal securities
laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management’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,” “will,” “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. The following factors, among
others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking
statements:
| · | Our ability to enter into a definitive agreement and related
agreements; |
| · | our ability to complete the Business Combination; |
| · | the anticipated benefits of the Business Combination; |
| · | the volatility of the market price and liquidity of our securities; |
| · | the use of funds not held in the trust account; and |
| · | the competitive environment in which our successor will operate
following the Business Combination. |
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. Future developments affecting us may not 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 Item 1A. “Risk Factors” of
our Annual Report on Form 10-K, filed with the SEC on April 18, 2022. Should one or more of these risks or uncertainties materialize,
or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking
statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future
events or otherwise, except as may be required under applicable securities laws.
In addition, statements
that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based
upon information available to us as of the date of this proxy statement, and while we believe such information forms a reasonable basis
for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted
an exhaustive inquiry into, or review of, all potentially available relevant information.
These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements as predictions of future
results. Our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements
by these cautionary statements.
RISK FACTORS
In addition to the below risk factors,
you should consider carefully all of the risks described in our Annual Report on Form 10-K for the year ended December 31, 2021, any
subsequent Quarterly Report on Form 10-Q filed with the SEC and in the other reports we file with the SEC before making a decision to
invest in our securities. The risks and uncertainties described in the aforementioned filings and below are not the only ones we face.
Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors
that adversely affect our business, financial condition and operating results or result in our liquidation.
We may not be able
to complete an initial business combination with a U.S. target company if such initial business combination is subject to U.S. foreign
investment regulations and review by a U.S. government entity such as the Committee on Foreign Investment in the United States (CFIUS),
and ultimately prohibited by the same.
Our sponsor, Iris Acquisition
Holdings LLC, is a Delaware limited liability company, but as our sponsor has certain ties with non-U.S. persons, CFIUS may deem our
sponsor a “foreign person.” As such, an initial business combination with a U.S. business may be subject to CFIUS review,
the scope of which was expanded by the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”), to include certain
non-passive, non-controlling investments in sensitive U.S. businesses. FIRRMA, and subsequent implementing regulations that are now in
force, also subjects certain categories of investments to mandatory filings.
We may choose to submit
a voluntary notice to CFIUS, or to proceed with the initial business combination without notifying CFIUS and risk CFIUS intervention,
before or after closing the initial business combination. If we do not file voluntarily with CFIUS and obtain CFIUS clearance of the
initial business combination, CFIUS may initiate a review at any time in the future. Following review, CFIUS may decide to block the
initial business combination, impose conditions to mitigate national security concerns with respect to such initial business combination
or order us to divest all or a portion of a U.S. business of the combined company if we haven't first obtained CFIUS clearance, which
may have an impact on the potential value of the transaction.
Moreover, the process of
government review, whether by CFIUS or otherwise, could be lengthy and we have limited time to complete our initial business combination.
If we cannot complete our initial business combination by March 9, 2023 (or June 9, 2023 if the Extension Amendment Proposal is approved)
because the review process drags on beyond such timeframe or because our initial business combination is ultimately prohibited by CFIUS
or another U.S. government entity, we may be required to liquidate. If we liquidate, our public stockholders may only receive an amount
per share that will be determined by when we liquidate and whether the Extension Amendment Proposal has been approved, and our warrants
will expire worthless. This will also cause you to lose the investment opportunity in a target company and the chance of realizing future
gains on your investment through any price appreciation in the combined company.
A new 1% U.S. federal
excise tax could be imposed on us in connection with redemptions by us of our shares that occur after December 31, 2022.
On August 16, 2022, President
Biden signed into law the Inflation Reduction Act of 2022 (H.R. 5376) (the “IRA”), which, among other things, imposes a 1%
excise tax on any publicly traded domestic corporation that repurchases its stock after December 31, 2022 (the “Excise Tax”).
The Excise Tax is imposed on the fair market value of the repurchased stock, with certain exceptions. Because we are a Delaware corporation
and our securities trade on Nasdaq, we are a “covered corporation” within the meaning of the IRA. While not free from doubt,
absent any further guidance, there is significant risk that the Excise Tax will apply to any redemptions of our Public Shares after December
31, 2022, including redemptions made if we are unable to consummate a business combination by or before the Original Termination Date.
The application of the Excise Tax to any redemptions we make after December 31, 2022 could potentially reduce the per-share amount that
our Public Stockholders would otherwise be entitled to receive.
BACKGROUND
We are a blank check
company incorporated in Delaware on November 5, 2020 for the purpose of effecting a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or similar business combination with one or more businesses. We have operated as a blank check
company while searching for a target business with which to consummate an initial business combination since March 2021 (or approximately
21 months).
On March 30, 2022, the
SEC issued proposed rules relating to, among other matters, the extent to which special purpose acquisition companies like ours could
become subject to regulation under the Investment Company Act. The SEC’s proposed rules would provide a safe harbor for such companies
from the definition of “investment company” under Section 3(a)(1)(A) of the Investment Company Act, provided that they satisfy
certain conditions that limit a company’s duration, asset composition, business purpose and activities. The duration component
of the proposed safe harbor rule would require the company to file a Current Report on Form 8-K with the SEC announcing that it has entered
into an agreement with the target company (or companies) to engage in an initial business combination no later than 18 months after the
effective date of the company’s registration statement for its initial public offering. The company would then be required to complete
its initial business combination no later than 24 months after the effective date of its registration statement for its initial public
offering. The SEC has indicated that it believes that there are serious questions concerning the applicability of the Investment Company
Act to special purpose acquisition companies, including a company like ours, that does not complete its initial business combination
within the proposed time frame set forth in the proposed safe harbor rule. As a result, it is possible that a claim could be made in
the future that we have been operating as an unregistered investment company. It is also possible that the investment of funds from the
initial public offering during our life as a blank check company, and the earning and use of interest from such investment, both of which
will likely continue until we consummate an initial business combination, could increase the likelihood of us being found to have been
operating as an unregistered investment company more than if we sought to potentially mitigate this risk by holding such funds as cash.
If the Company was deemed to be an investment company for purposes of the Investment Company Act and found to have been operating as
an unregistered investment company, it could cause the Company to liquidate. If we are forced to liquidate, investors in the Company
would not be able to participate in any benefits of owning stock in an operating business, including the potential appreciation of our
stock following such a transaction. Additionally, if we were forced to liquidate, our warrants would expire worthless.
In addition, on August
16, 2022, President Biden signed into law the IRA, which, among other things, imposes a 1% excise tax on any publicly traded domestic
corporation that repurchases its stock after December 31, 2022. The Excise Tax is imposed on the fair market value of the repurchased
stock, with certain exceptions. Because we are a Delaware corporation and our securities trade on Nasdaq, we are a “covered corporation”
within the meaning of the IRA. While not free from doubt, absent any further guidance, there is significant risk that the Excise Tax
will apply to any redemptions of our public shares after December 31, 2022, including redemptions made if we are unable to consummate
an initial business combination by or before March 9, 2023. The application of the Excise Tax to any redemptions we make after December
31, 2022 could potentially reduce the per-share amount that our public stockholders would otherwise be entitled to receive.
There are currently 27,600,000 shares
of Class A common stock and 6,900,000 shares of Class B common stock issued and outstanding. In addition, we issued warrants
to purchase 6,900,000 shares of Class A common stock as part of our IPO and warrants to purchase 5,013,000 shares of Class A
common stock as part of the private placement with the Sponsor that we consummated simultaneously with the consummation of our IPO. Each
whole warrant entitles its holder to purchase one share of Class A common stock at an exercise price of $11.50 per share, to be
exercised only for a whole number of shares of our Class A common stock. The warrants will become exercisable 30 days after
the completion of our initial business combination and expire five years after the completion of our initial business combination
or earlier upon redemption or liquidation. Once the warrants become exercisable, the Company may redeem the outstanding warrants at a
price of $0.01 per warrant, if the last sale price of the Company’s Class A common stock equals or exceeds $18.00 per share
for any 20 trading days within a 30 trading day period ending on the third business day before the Company sends the notice
of redemption to the warrant holders. The warrants underlying the Private Placement Warrants, however, are non-redeemable so long as
they are held by the Sponsor or its permitted transferees.
Approximately $276.0 million
from our IPO and the simultaneous sale of the Private Placement Warrants are being held in our Trust Account in the United States
maintained by Continental Stock Transfer & Trust Company, acting as trustee, invested in U.S. “government securities”,
within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, which we refer to as the “1940
Act”, with a maturity of 185 days or less or in any open ended investment company that holds itself out as a money market
fund selected by us meeting the conditions of Rule 2a-7 of the 1940 Act, until the earlier of: (i) the consummation of a business
combination or (ii) the distribution of the proceeds in the Trust Account as described below.
In order to fund working
capital deficiencies or to finance transaction costs in connection with an intended initial business combination, the Sponsor or an affiliate
of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may
be required on a non-interest bearing basis (“Working Capital Loans”). If the Company completes the initial Business Combination,
the Company would repay the Working Capital Loans. In the event that the initial Business Combination does not close, the Company may
use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans, but no proceeds from the Trust
Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into warrants
of the post-Business Combination entity at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical
to the Private Placement Warrants. As of September 30, 2022, the Company had borrowings under the Working Capital Loans in the amount
of $840,000.
You are not being asked
to vote on the Business Combination at this time. If the Extension is implemented and you do not elect to redeem your public shares,
provided that you are a stockholder on the record date for a meeting to consider the Business Combination, you will retain the right
to vote on the Business Combination when it is submitted to stockholders and the right to redeem your public shares for cash in the event
the Business Combination is approved and completed or we have not consummated a business combination by the Extended Date.
THE EXTENSION AMENDMENT PROPOSAL
Overview
The Company is proposing
to amend its charter to extend the date by which the Company has to consummate a business combination to the Extended Date.
The Extension Amendment
Proposal is required for the implementation of the Board’s plan to allow the Company more time to complete our initial business
combination.
If the Extension Amendment
Proposal is not approved and we do not consummate the Business Combination by March 9, 2023, as contemplated by our IPO prospectus
and in accordance with our charter, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly
as reasonably possible but not more than ten business days thereafter, redeem the public shares, 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
(which interest shall be net of income taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number
of then outstanding public shares, which redemption will completely extinguish the public stockholders’ rights as stockholders
(including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as
reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Board, liquidate and dissolve, subject, in each case, to the Company’s obligations under Delaware law to provide for
claims of creditors and the requirements of other applicable law.
A copy of the proposed amendment
to the charter of the Company is attached to this Proxy Statement in Annex A.
Reasons for the Extension Amendment Proposal
The Company’s charter
provides that the Company has until March 9, 2023 to complete an initial business combination. The purpose of the Extension Amendment
is to allow the Company more time to complete its initial business combination.
The Company’s IPO
prospectus and charter provide that the affirmative vote of the holders of at least 65% of all outstanding shares of common stock, including
the Founder Shares, is required to extend our corporate existence, except in connection with, and effective upon, consummation of a business
combination. Additionally, our IPO prospectus and charter provide for all public stockholders to have an opportunity to redeem their
public shares in the case our corporate existence is extended as described above. Because we continue to believe that a business combination
would be in the best interests of our stockholders, and because we will not be able to conclude a business combination within the permitted
time period, the Board has determined to seek stockholder approval to extend the date by which we have to complete a business combination
beyond March 9, 2023 to the Extended Date. We intend to hold another stockholder meeting prior to the Extended Date in order to
seek stockholder approval of the Business Combination.
We believe that the foregoing
charter provision was included to protect Company stockholders from having to sustain their investments for an unreasonably long period
if the Company failed to find a suitable business combination in the timeframe contemplated by the charter.
If the Extension Amendment Proposal is
Not Approved
Stockholder approval of
the Extension Amendment is required for the implementation of our Board’s plan to extend the date by which we must consummate our
initial business combination. Therefore, our Board will abandon and not implement the Extension Amendment unless our stockholders approve
the Extension Amendment Proposal.
If the Extension Amendment
Proposal is not approved and we do not consummate the Business Combination by March 9, 2023, as contemplated by our IPO prospectus
and in accordance with our charter, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly
as reasonably possible but not more than ten business days thereafter, redeem the public shares, 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
(which interest shall be net of income taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number
of then outstanding public shares, which redemption will completely extinguish the public stockholders’ rights as stockholders
(including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as
reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Board, liquidate and dissolve, subject, in each case, to the Company’s obligations under Delaware law to provide for
claims of creditors and the requirements of other applicable law.
There will be no distribution
from the Trust Account with respect to the Company’s warrants which will expire worthless in the event we wind up. In the event
of a liquidation, the Sponsor and our officers and directors will not receive any monies held in the Trust Account as a result of their
ownership of the Founder Shares or the Private Placement Warrants.
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 State of Delaware in the form
set forth in Annex A hereto to extend the time it has to complete a business combination until the Extended Date.
The Company will remain a reporting company under the Exchange Act and its units, Class A common stock and public warrants
will remain publicly traded. The Company will then continue to work to consummate the Business Combination by the Extended Date.
Notwithstanding stockholder
approval of the Extension Amendment Proposal, our Board will retain the right to abandon and not implement the Extension at any time
without any further action by our stockholders.
You are not being asked
to vote on the Business Combination at this time. If the Extension is implemented and you do not elect to redeem your public shares,
provided that you are a stockholder on the record date for a meeting to consider the Business Combination, you will retain the right
to vote on the Business Combination when it is submitted to stockholders and the right to redeem your public shares for cash in the event
the Business Combination is approved and completed or we have not consummated a business combination by the Extended Date.
If the Extension Amendment
Proposal is approved, and the Extension is implemented, the removal of the Withdrawal Amount from the Trust Account in connection with
the Election will reduce the amount held in the Trust Account. The Company cannot predict the amount that will remain in the Trust Account
if the Extension Amendment Proposal is approved. We will not proceed with the Extension if redemptions or repurchases of our public shares
cause us to have less than $5,000,001 of net tangible assets following approval of the Extension Amendment Proposal.
Redemption Rights
If the Extension Amendment
Proposal is approved, and the Extension is implemented, each public stockholder may seek to redeem its public shares at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net
of taxes payable), divided by the number of then outstanding public shares. Holders of public shares who do not elect to redeem their
public shares in connection with the Extension will retain the right to redeem their public shares in connection with any stockholder
vote to approve a proposed business combination, or if the Company has not consummated a business combination by the Extended Date.
If the Extension Amendment Proposal is approved and the Extension is implemented, the Sponsor or its designees
has agreed to loan to us $ for each public share that is not redeemed. Assuming the Extension Amendment Proposal is approved and
the Extension is implemented, the Loan will be deposited in the Trust Account promptly following the beginning of the Extension period.
Accordingly, if the Extension Amendment Proposal is approved and the Extension is implemented, the redemption amount per share at the
meeting for the Company’s business combination or the Company’s subsequent liquidation will be approximately $ per share,
in comparison to the current redemption amount of approximately $ per share. The Loan is conditioned upon the implementation
of the Extension Amendment. The Loan will not occur if the Extension Amendment is not approved or the Extension is not completed. The
amount of the Loan will not bear interest and will be repayable by us to the Sponsor or its designees upon consummation of an initial
business combination, in cash or in private placement warrants at a price of $ , at the option of the Sponsor. If the Sponsor or its designees
advises us that it does not intend to make the Loan, then the Extension Amendment and the Adjournment Proposal will not be put before
the stockholders at the Special Meeting and we will dissolve and liquidate in accordance with our charter.
TO EXERCISE YOUR REDEMPTION
RIGHTS, YOU MUST SUBMIT A REQUEST IN WRITING THAT WE REDEEM YOUR PUBLIC SHARES FOR CASH TO CONTINENTAL STOCK TRANSFER & TRUST
COMPANY AT THE ADDRESS BELOW, AND, AT THE SAME TIME, ENSURE YOUR BANK OR BROKER COMPLIES WITH THE REQUIREMENTS IDENTIFIED ELSEWHERE HEREIN, INCLUDING
DELIVERING YOUR SHARES TO THE TRANSFER AGENT PRIOR TO THE VOTE ON THE EXTENSION AMENDMENT PROPOSAL.
In
connection with tendering your shares for redemption, prior to 5:00 p.m. Eastern time on December ,
2022 (two business days before the Special Meeting), you must elect either to physically tender your stock certificates to Continental
Stock Transfer & Trust Company, 1 State Street Plaza, 30th Floor, New York,
New York 10004, Attn: Mark Zimkind, mzimkind@continentalstock.com, or to deliver
your shares to the transfer agent electronically using DTC’s DWAC system, which election would likely be determined based on the
manner in which you hold your shares. The requirement for physical or electronic delivery prior to 5:00 p.m. Eastern time on
December , 2022 (two business days before the Special Meeting) ensures that a redeeming holder’s
election is irrevocable once the Extension Amendment Proposal is approved. In furtherance of such irrevocable election, stockholders
making the election will not be able to tender their shares after the vote at the Special Meeting.
Through the DWAC system,
this electronic delivery process can be accomplished by the stockholder, whether or not it is a record holder or its shares are held
in “street name,” by contacting the transfer agent or its broker and requesting delivery of its shares through the DWAC system.
Delivering shares physically may take significantly longer. In order to obtain a physical stock certificate, a stockholder’s broker
and/or clearing broker, DTC, and the Company’s transfer agent will need to act together to facilitate this request. There is a
nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through
the DWAC system. The transfer agent will typically charge the tendering broker $45 and the broker would determine whether or not to pass
this cost on to the redeeming holder. It is the Company’s understanding that stockholders should generally allot at least two weeks
to obtain physical certificates from the transfer agent. The Company does not have any control over this process or over the brokers
or DTC, and it may take longer than two weeks to obtain a physical stock certificate. Such stockholders will have less time to make
their investment decision than those stockholders that deliver their shares through the DWAC system. Stockholders who request physical
stock certificates and wish to redeem may be unable to meet the deadline for tendering their shares before exercising their redemption
rights and thus will be unable to redeem their shares.
Certificates that have not
been tendered in accordance with these procedures prior to 5:00 p.m. Eastern time on December , 2022
(two business days before the Special Meeting) will not be redeemed for cash held in the Trust Account on the redemption date. 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 return the 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 Extension Amendment Proposal 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
Extension Amendment Proposal 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 Amendment Proposal 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 properly demanded, the
Company will redeem each public share for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust
Account, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares.
Based upon the current amount in the Trust Account, the Company anticipates that the per-share price at which public shares will be redeemed
from cash held in the Trust Account will be approximately $10.00 at the time of the Special Meeting. The closing price of the Company’s
Class A common stock on , 2022 was $ .
If you exercise your redemption
rights, you will be exchanging your shares of the Company’s Class A 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 5:00 p.m. Eastern time on December , 2022 (two business
days before the Special Meeting). The Company anticipates that a public stockholder who tenders shares for redemption in connection with
the vote to approve the Extension Amendment Proposal would receive payment of the redemption price for such shares soon after the completion
of the Extension.
Required Vote
The affirmative
vote by holders of at least 65% of the Company’s outstanding shares of common stock, including the Founder Shares, is required
to approve the Extension Amendment Proposal. If the Extension Amendment Proposal is not approved and we do not consummate the Business
Combination by March 9, 2023, as contemplated by our IPO prospectus and in accordance with our charter, we will: (i) cease all operations
except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem
the public shares, 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 (which interest shall be net of income taxes payable and up to $100,000 of interest
to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish the
public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject
to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s
remaining stockholders and the Board, liquidate and dissolve, subject, in each case, to the Company’s
obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Stockholder approval
of the Extension Amendment is required for the implementation of our Board’s plan to extend the date by which we must consummate
our initial business combination. Therefore, our Board will abandon and not implement such amendment unless our stockholders approve
the Extension Amendment Proposal. 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.
The Sponsor and all of
our 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 Sponsor and our directors and executive officers of the Company and their affiliates beneficially
owned and were entitled to vote an aggregate of 6,900,000 Founder Shares representing approximately 20.0% of the Company’s issued and outstanding shares of common stock.
The Sponsor and our directors, executive officers and their affiliates do not intend to purchase shares of Class A common stock
in the open market or in privately negotiated transactions in connection with the stockholder vote on the Extension Amendment.
Interests of the Sponsor, Directors
and Officers
When you consider
the recommendation of our Board, you should keep in mind that the Sponsor, executive officers and members of our Board have interests
that may be different from, or in addition to, your interests as a stockholder. These interests include, among other things:
| • | the fact that the Sponsor holds 6,900,000 Founder Shares and
5,013,333 Private Placement Warrants, which would expire worthless if a business combination is not consummated; |
| • | the fact that, unless the Company consummates the Business Combination,
the Sponsor will not receive reimbursement for any out-of-pocket expenses incurred by an affiliate on behalf of the Company
($75,000 of such expenses were incurred that had not been reimbursed as of November 9, 2022) to the extent that such expenses exceed
the amount of available proceeds not deposited in the Trust Account; |
| • | the fact that the Sponsor has made outstanding loans to the
Company in the aggregate amount of approximately $840,000 as of September 30, 2022, which amount the Company will be unable to repay
to the Sponsor to the extent that the amount of such loans exceeds the amount of available proceeds not deposited in the Trust Account
if a Business Combination is not completed; |
| • | the fact that, if the Trust Account is liquidated, including
in the event we are unable to complete an initial business combination within the required time period, the Sponsor has agreed to indemnify
us to ensure that the proceeds in the Trust Account are not reduced below $10.00 per public share, or such lesser per public share amount
as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which we have entered into an
acquisition agreement or claims of any third party for services rendered or products sold to us, but only if such a third party or target
business has not executed a waiver of any and all rights to seek access to the Trust Account; and |
| • | the fact that none of our officers or directors has received
any cash compensation for services rendered to the Company, and all of the current members of our Board are expected to continue to serve
as directors at least through the date of the special meeting to vote on a proposed business combination and may even continue to serve
following any potential business combination and receive compensation thereafter. |
The Board’s Reasons for the
Extension Amendment Proposal and Its Recommendation
As discussed below,
after careful consideration of all relevant factors, our Board has determined that the Extension Amendment is in the best interests of
the Company and its stockholders. Our Board has approved and declared advisable adoption of the Extension Amendment Proposal and recommends
that you vote “FOR” such proposal.
Our charter provides that
the Company has until March 9, 2023 to complete the purposes of the Company including, but not limited to, effecting a business combination
under its terms.
Our charter states that
if the Company’s stockholders approve an amendment to the Company’s charter that would affect the substance or timing of
the Company’s obligation to redeem 100% of the Company’s public shares if it does not complete a business combination before
March 9, 2023, the Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares
upon such approval at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including
interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares. We believe that
this charter provision was included to protect the Company stockholders from having to sustain their investments for an unreasonably
long period if the Company failed to find a suitable business combination in the timeframe contemplated by the charter.
In addition, the Company’s
IPO prospectus and charter provide that the affirmative vote of the holders of at least 65% of all outstanding shares of common stock,
including the Founder Shares, is required to extend our corporate existence, except in connection with, and effective upon the consummation
of, a business combination. Because we continue to believe that a business combination would be in the best interests of our stockholders
and because we will not be able to conclude a business combination within the permitted time period, the Board has determined to seek
stockholder approval to extend the date by which we have to complete a business combination beyond March 9, 2023 to the Extended Date.
The Company is not asking
you to vote on the Business Combination at this time. If the Extension is implemented and you do not elect to redeem your public shares,
you will retain the right to vote on the Business Combination in the future and the right to redeem your public shares at a per-share
price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall
be net of taxes payable), divided by the number of then outstanding public shares, in the event the Business Combination is approved
and completed or the Company has not consummated another business combination by the Extended Date.
After careful consideration
of all relevant factors, the Board determined that the Extension Amendment is in the best interests of the Company and its stockholders.
Recommendation of the Board
Our Board unanimously
recommends that our stockholders vote “FOR” the approval of the Extension Amendment Proposal.
THE ADJOURNMENT PROPOSAL
Overview
The Adjournment Proposal,
if adopted, will allow our Board to adjourn the Special Meeting to a later date or dates to permit further solicitation of proxies. The
Adjournment Proposal will only be presented to our stockholders in the event that there are insufficient votes for, or otherwise in connection
with, the approval of the Extension Amendment Proposal. In no event will our Board adjourn the Special Meeting beyond March 9, 2023.
If the Adjournment Proposal is
Not Approved
If the Adjournment Proposal
is not approved by our stockholders, our Board may not be able to adjourn the Special Meeting to a later date in the event that there
are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal.
Required Vote
The approval of the Adjournment
Proposal requires the affirmative vote of the majority of the votes cast by stockholders represented in person or by proxy at the Special
Meeting. Accordingly, if a valid quorum is otherwise established, a stockholder’s failure to vote by proxy or online at the Special
Meeting will have no effect on the outcome of any vote on the Adjournment Proposal. Abstentions will be counted in connection with the
determination of whether a valid quorum is established but will have no effect on the outcome of the Adjournment Proposal. Broker non-votes
will have no effect on the Adjournment Proposal.
Recommendation of the Board
Our Board unanimously
recommends that our stockholders vote “FOR” the approval of the Adjournment Proposal.
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
The following discussion
is a summary of certain United States federal income tax considerations for holders of our Class A common stock with respect
to the exercise of redemption rights in connection with the approval of the Extension Amendment Proposal. This summary is based upon
the Internal Revenue Code of 1986, as amended, which we refer to as the “Code”, the regulations promulgated by the U.S. Treasury
Department, current administrative interpretations and practices of the Internal Revenue Service, which we refer to as the “IRS”,
and judicial decisions, all as currently in effect and all of which are subject to differing interpretations or to change, possibly with
retroactive effect. No assurance can be given that the IRS would not assert, or that a court would not sustain a position contrary to
any of the tax considerations described below. This summary does not discuss all aspects of United States federal income taxation
that may be important to particular investors in light of their individual circumstances, such as investors subject to special tax rules (e.g.,
financial institutions, insurance companies, mutual funds, pension plans, S corporations, broker-dealers, traders in securities that
elect mark-to-market treatment, regulated investment companies, real estate investment trusts, trusts and estates, partnerships and their
partners, and tax-exempt organizations (including private foundations)) and investors that will hold Class A common stock as part
of a “straddle,” “hedge,” “conversion,” “synthetic security,” “constructive ownership
transaction,” “constructive sale,” or other integrated transaction for United States federal income tax purposes,
investors subject to the alternative minimum tax provisions of the Code, U.S. Holders (as defined below) that have a functional
currency other than the United States dollar, U.S. expatriates, investors that actually or constructively own 5 percent or
more of the Class A common stock of the Company, and Non-U.S. Holders (as defined below, and except as otherwise discussed
below), all of whom may be subject to tax rules that differ materially from those summarized below. In addition, this summary does
not discuss any state, local, or non-United States tax considerations, any non-income tax (such as gift or estate tax) considerations,
alternative minimum tax or the Medicare tax. In addition, this summary is limited to investors that hold our Class A common stock
as “capital assets” (generally, property held for investment) under the Code.
If a partnership (including
an entity or arrangement treated as a partnership for United States federal income tax purposes) holds our Class A common stock,
the tax treatment of a partner in such partnership will generally depend upon the status of the partner, the activities of the partnership
and certain determinations made at the partner level. If you are a partner of a partnership holding our Class A common stock, you
are urged to consult your tax advisor regarding the tax consequences of a redemption.
WE URGE HOLDERS OF OUR
CLASS A COMMON STOCK CONTEMPLATING EXERCISE OF THEIR REDEMPTION RIGHTS TO CONSULT THEIR OWN TAX ADVISORS CONCERNING THE UNITED STATES
FEDERAL, STATE, LOCAL, AND FOREIGN INCOME AND OTHER TAX CONSEQUENCES THEREOF.
U.S. Federal Income Tax Considerations
to U.S. Holders
This section is addressed
to U.S. Holders of our Class A common stock that elect to have their Class A common stock of the Company redeemed for
cash. For purposes of this discussion, a “U.S. Holder” is a beneficial owner that so redeems its Class A common
stock of the Company and is:
| · | an individual who is a United States citizen or resident
of the United States; |
| · | a corporation (including an entity treated as a corporation
for United States federal income tax purposes) created or organized in or under the laws of the United States, any state thereof
or the District of Columbia; |
| · | an estate the income of which is includible in gross income
for United States federal income tax purposes regardless of its source; or |
| · | a trust (A) the administration of which is subject to the
primary supervision of a United States court and which has one or more United States persons (within the meaning of the Code)
who have the authority to control all substantial decisions of the trust or (B) that has in effect a valid election under applicable
Treasury regulations to be treated as a United States person. |
Redemption of Class A Common Stock
In the event that a U.S. Holder’s
Class A common stock of the Company is redeemed, the treatment of the transaction for U.S. federal income tax purposes will
depend on whether the redemption qualifies as a sale of the Class A common stock under Section 302 of the Code. Whether the
redemption qualifies for sale treatment will depend largely on the total number of shares of our stock treated as held by the U.S. Holder
(including any stock constructively owned by the U.S. Holder as a result of owning warrants) relative to all of our shares both
before and after the redemption. The redemption of Class A common stock generally will be treated as a sale of the Class A
common stock (rather than as a distribution) if the redemption: (i) is “substantially disproportionate” with respect
to the U.S. Holder, (ii) results in a “complete termination” of the U.S. Holder’s interest in us or
(iii) is “not essentially equivalent to a dividend” with respect to the U.S. Holder. These tests are explained
more fully below.
In determining whether any
of the foregoing tests are satisfied, a U.S. Holder takes into account not only stock actually owned by the U.S. Holder, but
also shares of our stock that are constructively owned by it. A U.S. Holder may constructively own, in addition to stock owned directly,
stock owned by certain related individuals and entities in which the U.S. Holder has an interest or that have an interest in such
U.S. Holder, as well as any stock the U.S. Holder has a right to acquire by exercise of an option, which would generally include
Class A common stock which could be acquired pursuant to the exercise of the warrants. In order to meet the substantially disproportionate
test, the percentage of our outstanding voting stock actually and constructively owned by the U.S. Holder immediately following
the redemption of Class A common stock must, among other requirements, be less than 80% of our outstanding voting stock actually
and constructively owned by the U.S. Holder immediately before the redemption. There will be a complete termination of a U.S. Holder’s
interest if either: (i) all of the shares of our stock actually and constructively owned by the U.S. Holder are redeemed or
(ii) all of the shares of our stock actually owned by the U.S. Holder are redeemed and the U.S. Holder is eligible to
waive, and effectively waives in accordance with specific rules, the attribution of stock owned by certain family members and the U.S. Holder
does not constructively own any other stock. The redemption of the Class A common stock will not be essentially equivalent to a
dividend if a U.S. Holder’s conversion results in a “meaningful reduction” of the U.S. Holder’s proportionate
interest in us. Whether the redemption will result in a meaningful reduction in a U.S. Holder’s proportionate interest in
us will depend on the particular facts and circumstances. However, the IRS has indicated in a published ruling that even a small reduction
in the proportionate interest of a small minority stockholder in a publicly held corporation who exercises no control over corporate
affairs may constitute such a “meaningful reduction.”
If none of the foregoing
tests are satisfied, then the redemption will be treated as a distribution and the tax effects will be as described below under “U.S. Federal
Income Tax Considerations to U.S. Holders — Taxation of Distributions.”
U.S. Holders of our
Class A common stock considering exercising their redemption rights should consult their own tax advisors as to whether the redemption
of their Class A common stock of the Company will be treated as a sale or as a distribution under the Code.
Gain or Loss on a Redemption of Class A
Common Stock Treated as a Sale
If the redemption qualifies
as a sale of Class A common stock, a U.S. Holder must treat any gain or loss recognized as capital gain or loss. Any such capital
gain or loss will be long-term capital gain or loss if the U.S. Holder’s holding period for the Class A common stock
so disposed of exceeds one year. Generally, a U.S. Holder will recognize gain or loss in an amount equal to the difference between:
(i) the amount of cash received in such redemption (or, if the Class A common stock is held as part of a unit at the time of
the disposition, the portion of the amount realized on such disposition that is allocated to the Class A common stock based upon
the then fair market values of the Class A common stock and the three-quarters of one warrant included in the unit) and (ii) the
U.S. Holder’s adjusted tax basis in its Class A common stock so redeemed. A U.S. Holder’s adjusted tax basis
in its Class A common stock generally will equal the U.S. Holder’s acquisition cost (that is, the portion of the purchase
price of a unit allocated to a share of Class A common stock or the U.S. Holder’s initial basis for Class A common
stock received upon exercise of a whole warrant) less any prior distributions treated as a return of capital. Long-term capital gain
realized by a non-corporate U.S. Holder generally will be taxable at a reduced rate. The deduction of capital losses is subject
to limitations.
Taxation of Distributions
If the redemption does not
qualify as a sale of Class A common stock, the U.S. Holder will be treated as receiving a distribution. In general, any distributions
to U.S. Holders generally will constitute dividends for United States federal income tax purposes to the extent paid from our
current or accumulated earnings and profits, as determined under United States federal income tax principles. Distributions in excess
of current and accumulated earnings and profits will constitute a return of capital that will be applied against and reduce (but not
below zero) the U.S. Holder’s adjusted tax basis in our Class A common stock. Any remaining excess will be treated as
gain realized on the sale or other disposition of the Class A common stock and will be treated as described under “U.S. Federal
Income Tax Considerations to U.S. Holders — Gain or Loss on a Redemption of Class A Common Stock Treated as
a Sale”. Dividends we pay to a U.S. Holder that is a taxable corporation generally will qualify for the dividends received
deduction if the requisite holding period is satisfied. With certain exceptions, and provided certain holding period requirements are
met, dividends we pay to a non-corporate U.S. Holder generally will constitute “qualified dividends” that will be taxable
at a reduced rate.
U.S. Federal Income Tax Considerations
to Non-U.S. Holders
This section is addressed
to Non-U.S. Holders of our Class A common stock that elect to have their Class A common stock of the Company redeemed
for cash. For purposes of this discussion, a “Non-U.S. Holder” is a beneficial owner (other than a partnership) that
so redeems its Class A common stock of the Company and is not a U.S. Holder.
Redemption of Class A Common Stock
The characterization for
United States federal income tax purposes of the redemption of a Non-U.S. Holder’s Class A common stock generally
will correspond to the United States federal income tax characterization of such a redemption of a U.S. Holder’s Class A
common stock, as described under “U.S. Federal Income Tax Considerations to U.S. Holders”.
Non-U.S. Holders of
our Class A common stock considering exercising their redemption rights should consult their own tax advisors as to whether the
redemption of their Class A common stock of the Company will be treated as a sale or as a distribution under the Code.
Gain or Loss on a Redemption of Class A
Common Stock Treated as a Sale
If the redemption qualifies
as a sale of Class A common stock, a Non-U.S. Holder generally will not be subject to United States federal income or
withholding tax in respect of gain recognized on a sale of its Class A common stock of the Company, unless:
| · | the gain is effectively connected with the conduct of a trade
or business by the Non-U.S. Holder within the United States (and, under certain income tax treaties, is attributable to a United States
permanent establishment or fixed base maintained by the Non-U.S. Holder), in which case the Non-U.S. Holder will generally
be subject to the same treatment as a U.S. Holder with respect to the redemption, and a corporate Non-U.S. Holder may be subject
to the branch profits tax at a 30% rate (or lower rate as may be specified by an applicable income tax treaty); |
| · | the Non-U.S. Holder is an individual who is present in
the United States for 183 days or more in the taxable year in which the redemption takes place and certain other conditions
are met, in which case the Non-U.S. Holder will be subject to a 30% tax on the individual’s net capital gain for the year;
or |
| · | we are or have been a “U.S. real property holding
corporation” for United States federal income tax purposes at any time during the shorter of the five-year period ending on
the date of disposition or the period that the Non-U.S. Holder held our Class A common stock, and, in the case where shares
of our Class A common stock are regularly traded on an established securities market, the Non-U.S. Holder has owned, directly
or constructively, more than 5% of our Class A common stock at any time within the shorter of the five-year period preceding the
disposition or such Non-U.S. Holder’s holding period for the shares of our Class A common stock. We do not believe we
are or have been a U.S. real property holding corporation. |
Taxation of Distributions
If the redemption does not
qualify as a sale of Class A common stock, the Non-U.S. Holder will be treated as receiving a distribution. In general, any
distributions we make to a Non-U.S. Holder of shares of our Class A common stock, to the extent paid out of our current or
accumulated earnings and profits (as determined under United States federal income tax principles), will constitute dividends for
U.S. federal income tax purposes and, provided such dividends are not effectively connected with the Non-U.S. Holder’s
conduct of a trade or business within the United States, we will be required to withhold tax from the gross amount of the dividend
at a rate of 30%, unless such Non-U.S. Holder is eligible for a reduced rate of withholding tax under an applicable income tax treaty
and provides proper certification of its eligibility for such reduced rate. Any distribution not constituting a dividend will be treated
first as reducing (but not below zero) the Non-U.S. Holder’s adjusted tax basis in its shares of our Class A common stock
and, to the extent such distribution exceeds the Non-U.S. Holder’s adjusted tax basis, as gain realized from the sale or other
disposition of the Class A common stock, which will be treated as described under “U.S. Federal Income Tax Considerations
to Non-U.S. Holders — Gain on Sale, Taxable Exchange or Other Taxable Disposition of Class A Common Stock”.
Dividends we pay to a Non-U.S. Holder that are effectively connected with such Non-U.S. Holder’s conduct of a trade or
business within the United States generally will not be subject to United States withholding tax, provided such Non-U.S. Holder
complies with certain certification and disclosure requirements. Instead, such dividends generally will be subject to United States
federal income tax, net of certain deductions, at the same graduated individual or corporate rates applicable to U.S. Holders (subject
to an exemption or reduction in such tax as may be provided by an applicable income tax treaty). If the Non-U.S. Holder is a corporation,
dividends that are effectively connected income may also be subject to a “branch profits tax” at a rate of 30% (or such lower
rate as may be specified by an applicable income tax treaty).
As previously noted above,
the foregoing discussion of certain material U.S. federal income tax consequences is included for general information purposes only
and is not intended to be, and should not be construed as, legal or tax advice to any stockholder. We once again urge you to consult
with your own tax adviser to determine the particular tax consequences to you (including the application and effect of any U.S. federal,
state, local or foreign income or other tax laws) of the receipt of cash in exchange for shares in connection with the Extension Amendment
Proposal.
THE SPECIAL MEETING
Overview
Date,
Time and Place. The Special Meeting of the Company’s stockholders will be held at 11:00 a.m. Eastern
Time on December , 2022 as a virtual meeting. You will be able to attend, vote your shares and submit questions during the Special
Meeting via a live webcast available at https://www.cstproxy.com/irisacquisition/2022. The meeting will be held virtually
over the internet by means of a live audio webcast. Only stockholders who own shares of our common stock as of the close of business
on the record date will be entitled to attend the virtual meeting.
To register for the virtual
meeting, please follow these instructions as applicable to the nature of your ownership of our common stock.
If your shares are registered
in your name with our transfer agent and you wish to attend the online-only virtual meeting, go to https://www.cstproxy.com/irisacquisition/2022,
enter the control number you received on your proxy card and click on the “Click here” to preregister for the online meeting
link at the top of the page. Just prior to the start of the meeting you will need to log back into the meeting site using your control
number. Pre-registration is recommended but is not required in order to attend.
Beneficial stockholders
who wish to attend the online-only virtual meeting must obtain a legal proxy by contacting their account representative at the bank,
broker, or other nominee that holds their shares and e-mail a copy (a legible photograph is sufficient) of their legal proxy to proxy@continentalstock.com.
Beneficial stockholders who e-mail a valid legal proxy will be issued a meeting control number that will allow them to register to attend
and participate in the online-only meeting. After contacting our transfer agent a beneficial holder will receive an e-mail prior to the
meeting with a link and instructions for entering the virtual meeting. Beneficial stockholders should contact our transfer agent at least
five business days prior to the meeting date.
Voting
Power; Record Date. You will be entitled to vote or direct votes to be cast at the Special Meeting,
if you owned the Company’s Class A common stock at the close of business on November 8, 2022, the record date for the Special
Meeting. You will have one vote per proposal for each share of the Company’s common stock you owned at that time. The Company’s
warrants do not carry voting rights.
Votes
Required. Approval of the Extension Amendment Proposal will require the affirmative vote of holders
of at least 65% of the Company’s common stock outstanding on the record date, including the Founder Shares. If you do not vote
or you abstain from voting on a proposal, your action will have the same effect as an “AGAINST” vote. Broker non-votes
will have the same effect as “AGAINST” votes.
At the close of business
on the record date of the Special Meeting, there were 27,600,000 shares of Class A common stock and 6,900,000 shares of Class B
common stock outstanding, each of which entitles its holder to cast one vote per proposal.
If you do not want the Extension
Amendment Proposal approved, you must abstain, not vote, or vote “AGAINST” the Extension Amendment. You will be entitled
to redeem your public shares for cash in connection with this vote whether or not you vote on the Extension Amendment Proposal so long
as you elect to redeem your public shares for a pro rata portion of the funds available in the Trust Account in connection with the Extension
Amendment Proposal. The Company anticipates that a public stockholder who tenders shares for redemption in connection with the vote to
approve the Extension Amendment Proposal would receive payment of the redemption price for such shares soon after the completion of the
Extension Amendment Proposal.
Proxies;
Board Solicitation; Proxy Solicitor. Your proxy is being solicited by the Board on the proposals being presented
to stockholders at the Special Meeting. The Company has engaged Alliance Advisors, LLC to assist in the solicitation of proxies
for the Special Meeting. No recommendation is being made as to whether you should elect to redeem your public shares. Proxies may
be solicited in person or by telephone. If you grant a proxy, you may still revoke your proxy and vote your shares online at the
Special Meeting if you are a holder of record of the Company’s common stock. You may contact Alliance Advisors, LLC at 844-670-2141
(toll free) or by email at IRAA@allianceadvisors.com.