THE CHARTER AMENDMENT PROPOSAL
The proposed Charter Amendment would amend the Companys charter to (a) extend the date by which the Company has to consummate a
Business Combination for an additional three months, from September 14, 2022 to December 14, 2022 and (b) provide the Board the ability to further extend the date by which the Company has to consummate a Business Combination up to
three additional times for three months each time, for a maximum of 9 additional months if our sponsor pays an Extension Fee in an amount equal to 1% of the amount then on deposit in the Trust Account of the Company for each three-month
extension, which amount shall be deposited in the Trust Account; provided, that if the Company enters into a merger, acquisition or other business combination agreement in connection with the Companys initial Business Combination, the
subsequent two 3 month extensions will occur automatically without the requiring the sponsor to pay the Extension Fee. Extended Termination Date means December 14, 2022, or in the case of one or more further extensions of the
termination date as described above, then March 14, 2023, June 14, 2023 or September 14, 2023 as the case may be. As with potential redemptions in connection with an initial Business Combination, the Charter Amendment would restrict
redemption rights in connection with any further amendment of the charter with respect to 15% or more of our public shares. The complete text of the proposed amendment is attached to this proxy statement as Annex A. All stockholders are encouraged
to read the proposed amendment in its entirety for a more complete description of its terms.
Reasons for the Proposed Charter Amendment
The Company is proposing to amend its charter to extend the date by which it has to consummate a Business Combination from September 14,
2022 to the Extended Termination Date.
The Charter Amendment is essential to allowing the Company more time to identify and consummate
the Business Combination. Approval of the Charter Amendment is a condition to the implementation of the Extension.
If the Charter
Amendment Proposal is approved and the Extension is implemented, then in accordance with the terms of the Trust Agreement, the trust account will not be liquidated (other than to effectuate the redemptions) until the earlier of (a) receipt by
the trustee of a termination letter (in accordance with the terms of the Trust Agreement) or (b) the Extended Termination Date.
If
the Charter Amendment Proposal is not approved and we have not consummated a Business Combination by September 14, 2022, 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 and not previously released to the Company to pay franchise and income taxes (less up to $100,000 of the net interest to pay dissolution expenses), divided by the number of then outstanding public shares, which
redemption will completely extinguish public stockholders rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following
such redemption, subject to the approval of the Companys remaining stockholders and the Companys board of directors, dissolve and liquidate, subject in each case to the Companys 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 we wind up.
Vote Required for Approval
The
affirmative vote of holders of at least 65% of the outstanding shares of our common stock is required to approve the Charter Amendment. Broker non-votes, abstentions or the failure to vote on the Charter
Amendment will have the same effect as a vote AGAINST the Charter Amendment.
Recommendation of the Board of Directors
OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT OUR STOCKHOLDERS VOTE FOR THE CHARTER AMENDMENT.
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