NOTICE OF SPECIAL MEETING
TO BE HELD ON , 2023
Dear Stockholders of Arbor Rapha Capital Bioholdings Corp. I,
NOTICE IS HEREBY GIVEN that the special meeting of Arbor Rapha Capital Bioholdings Corp. I, a Delaware corporation (the “Company,” “we,” “us” or “our”), will be held at , Eastern time, on , 2023, at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, located at One Manhattan West, New York, NY 10001 (the “Special Meeting”), or at such other time, on such other date and at such other place to which the meeting may be adjourned or postponed. You will be permitted to attend the Special Meeting in person at the offices of Skadden, Arps, Slate, Meagher & Flom LLP only if you (i) are fully vaccinated against COVID-19 and show proof of such vaccination, (ii) complete a visitor health form upon arrival and (iii) reserve your attendance at least two business days in advance of the Special Meeting by contacting Skadden, Arps, Slate, Meagher & Flom LLP, at One Manhattan West, New York, NY 10001, telephone (212) 735-3000. The accompanying proxy statement is dated , 2023, and is first being mailed to stockholders of the Company on or about , 2023.
The Special Meeting is being held to consider and vote upon the following proposals:
1.
Proposal No. 1 — The Liquidation Proposal — a proposal to amend the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) pursuant to an amendment to the Certificate of Incorporation (as set forth in Annex A of the accompanying proxy statement) to change the date by which the Company must either (i) consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Company with one or more businesses, which we refer to as our “initial Business Combination”, or (ii) cease all operations, except for the purpose of winding up, if it fails to complete such initial Business Combination, and redeem all of the Company’s shares of Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”), included as part of the units sold in the Company’s initial public offering that was consummated on November 2, 2021, (the “IPO”), whether such shares were purchased in the IPO or in the secondary market following the IPO (including shares sold pursuant to the underwriters’ over-allotment option, collectively, the “Public Shares”) from August 2, 2023 (which we refer to as the “Current Termination Date”) to , 2023 (the “Liquidation Amendment”, such date, the “Amended Termination Date”, and such proposal, the “Liquidation Proposal”);
2.
Proposal No. 2 — The Adjournment Proposal — a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Liquidation Proposal (the “Adjournment Proposal”), which may be presented at the Special Meeting if, based on the tabulated votes, there are not sufficient votes at the time of the Special Meeting to approve the Liquidation Proposal, in which case the Adjournment Proposal will be the only proposal presented at the Special Meeting.
The Company will transact no other business at the Special Meeting, except such business as may properly come before the Special Meeting or any adjournments or postponements thereof.
The above matters are more fully described in the accompanying proxy statement. We urge you to read carefully the accompanying proxy statement in its entirety.
Approval of the Liquidation Proposal requires the affirmative vote of the holders of at least sixty-five percent (65%) of all then outstanding shares of the Company’s Common Stock (as defined below) and entitled to vote thereon as of 5:00 p.m., Eastern time, on , 2023 (the “Record Date”).
Approval of the Adjournment Proposal requires the affirmative vote of holders of a majority of the outstanding shares represented in person or by proxy and entitled to vote thereon at the Special Meeting.
Notwithstanding the approval of the Liquidation Proposal, our Board may decide to abandon the Liquidation Proposal at any time and for any reason prior to the effectiveness of the filing with the Secretary of State of the State of Delaware. If our Board abandons the Liquidation Proposal, holders of Public Shares (the “Public Stockholders”) will not be entitled to exercise redemption rights.