THE SPECIAL MEETING
Date, Time, Place and Purpose of the Special Meeting
The Special Meeting will be held in person or by proxy at 10:00 a.m., Eastern time, on March 3, 2023, at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, located at One Manhattan West, New York, NY 10001, to vote upon the proposals to be put to the Special Meeting. 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.
At the Special Meeting, you will be asked to consider and vote upon proposals to:
1.
Proposal No. 1 — The Liquidation Proposal — a proposal to amend the Company’s 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 an 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 Public Shares, from the Current Termination Date to March 7, 2023;
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, 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.
3.
any other business as may properly come before the Special Meeting or any adjournments or postponements thereof.
Voting Power; Record Date
Only stockholders of record of the Company as of 5:00 p.m., Eastern time, on February 8, 2023, the Record Date for the Special Meeting, are entitled to notice of, and to vote at, the Special Meeting or any adjournment or postponement thereof. Each of the shares of Common Stock entitles the holder thereof to one vote. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. On the Record Date, there were 4,373,832 shares of Common Stock issued and outstanding, including (i) 61,332 shares of Class A Common Stock and (ii) 4,312,500 shares of Class B Common Stock. The Company’s warrants do not have voting rights in connection with the proposals.
Quorum and Vote of Stockholders
Holders of shares of outstanding Common Stock representing a majority of the voting power of all outstanding shares of Common Stock entitled to vote at the Special Meeting, present in person or represented by proxy, constitute a quorum. As of the record date for the Special Meeting, 2,186,917 shares of our Common Stock would be required to achieve a quorum. Proxies that are marked “ABSTAIN” and proxies relating to “street name” shares that are returned to us but marked by brokers as “not voted” (so-called “broker non-votes”) will be treated as shares present for purposes of determining the presence of establishing a quorum on all matters. If a stockholder does not give the broker voting instructions, under applicable self-regulatory organization rules, its broker may not vote its shares on “non- discretionary” matters. We believe that each of the proposals is a “non-discretionary” matter, and therefore, there will not be any broker non-votes at the Special Meeting.
The Initial Stockholders are entitled to vote approximately 98.6% of the Common Stock as of the Record Date. Such shares, as well as any Public Shares further acquired in the aftermarket by the Initial Stockholders, will be voted in favor of the proposals presented at the Special Meeting.