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 2,825,000 shares of our Class B common stock that were issued to the Sponsor prior to our IPO, and 393,750 private placement units, which we refer to as the Private Placement Units,
that were purchased by the Sponsor in a private placement which occurred simultaneously with the completion of the IPO. In addition, each of our Chief Financial Officer and Chief Operating Officer owns 10,000 Founder Shares, each of our four
independent directors and two special advisors owns 5,000 Founder Shares, and EF Hutton (f/k/a Kingswood Capital Markets), a division of Benchmark Investments (the Representative), owns 125,000 Founder Shares. As used herein,
Founder Shares refers to all issued and outstanding shares of our Class B common stock.
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 Companys transfer agent at least two business days prior to the Special Meeting (or
January 3, 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 Companys 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.
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, and the amount remaining in the Trust Account may be only a small fraction of the approximately $ million that was in the Trust Account as of December
, 2021. In such event, the Company may need to obtain additional funds to complete an initial 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 January 7, 2022, 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 subject to
lawfully available funds therefor, redeem 100% of the shares of Class A common stock in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the
aggregate amount then on deposit in the Trust Account, including interest (net of taxes payable, less up to $100,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding shares of Class A common
stock, which redemption will completely extinguish rights of public 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 remaining stockholders and the Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Companys obligations under the Delaware General Corporation Law, which we
refer to as the DGCL, to provide for claims of creditors and other requirements of applicable law.
There will be no
distribution from the Trust Account with respect to the Companys warrants or rights, 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 its ownership of 2,825,000 shares of our Class B common stock that were issued to the Sponsor prior to our IPO and 393,750 private placement units, which we refer to as the Private Placement
Units, that were purchased by the Sponsor in a private placement which occurred simultaneously with the completion of the IPO. As a consequence, a
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