completion of the Business Combination, including the necessary filings with the U.S. Securities and Exchange Commission related to the transaction, but have determined that there may not be
sufficient time before August 26, 2023 (the Current Termination Date) to hold an extraordinary general meeting to obtain the requisite shareholder approval of, and to consummate, the Business Combination. Management believes that it can close
the Business Combination before May 26, 2024. The Sponsor is willing to make a monthly loan of the lesser of $0.033 per outstanding share and $225,000 to the Company (we refer to each loan as a Contribution) so the Company
can deposit into the trust account established for the benefit of the public shareholders in connection with the IPO (the Trust Account) the Contribution amount as the extension payment for each
one-month extension proposed hereby. The Contribution(s) will be repayable by the Company to the Sponsor only upon consummation of an initial business combination. The loans will be forgiven by the Sponsor or
its affiliates if the Company is unable to consummate an initial business combination except to the extent of any funds held outside of the Trust Account.
Our Board of Directors has determined that it is in the best interests of the Company to allow the Company to extend the time to complete a
business combination up to nine (9) times for an additional one (1) month each time from August 26, 2023 to May 26, 2024, and provide that the date for cessation of operations of the Company if the Company has not completed a
business combination would similarly be extended to the Extended Termination Date.
If the Charter Amendment Proposal and the Trust
Amendment Proposal are not approved and the Sponsor does not elect to extend the Current Termination Date by further funding the Trust Account and we have not consummated a business combination by the Current Termination Date, we will (a) cease
all operations except for the purpose of winding up, (b) as promptly as reasonably possible but not more than ten business days thereafter, subject to lawfully available funds therefor, redeem 100% of 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 income, divided by the number of then outstanding public shares, which redemption will
completely extinguish public shareholders rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (c) as promptly as reasonably possible following such redemption,
subject to the approval of our remaining shareholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under the laws of British Virgin Islands to provide for claims of creditors and the requirements of
other applicable law. In the event we wind up, there will be no distribution from the Trust Account with respect to our warrants to receive ordinary shares upon the consummation of an initial business combination and the warrants will expire
worthless.
On each of May 24, 2023, June 22, 2023 and July 24, 2023, an aggregate of $660,330 was caused to be deposited by the
Sponsor into the Trust Account for the Companys public shareholders, representing $0.033 per public share, which enabled the Company to extend the period of time it has to consummate its initial business combination by one month each time,
from May 26, 2023 to June 26, 2023, June 26, 2023 to July 26, 2023 and July 26, 2023 to August 26, 2023, respectively. As a result, the Company has until August 26, 2023 to complete its initial business combination.
On May 24, 2023, the Sponsor loaned $660,330 to the Company in order to support the extension to June 26, 2023 and caused $660,330 to be
deposited in the Companys Trust Account for its public shareholders. In connection with depositing $660,330, the Company issued to the Sponsor an unsecured promissory note (the Note) with an original issue discount of ten percent
(10.0%) and a principal amount of $726,363. The Note bears interest at a rate of twenty percent (20.0%) per annum and will be due and payable (subject to the waiver against trust provisions) on the earlier of (i) the date on which the Business
Combination is consummated and (ii) the date of the liquidation of the Company. On each of June 22, 2023 and July 24, 2023, the Sponsor further loaned $660,330 to the Company under the Note in order to support the extensions from June 26,
2023 to July 26, 2023 and from July 26, 2023 to August 26, 2023, respectively. The principal amount of the Note was updated to $2,179,089 accordingly.
Voting Rights and Revocation of Proxies
The record date with respect to this solicitation is the close of business on July 21, 2023 (the Record Date) and only
shareholders of record on that day will be entitled to vote at the Extraordinary General Meeting and any adjournments thereof.
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