DHBC DHB Capital Corporation

PROXY STATEMENT FOR
SPECIAL MEETING OF STOCKHOLDERS OF
DHB CAPITAL CORP.

Dear Stockholders of DHB Capital Corp.:

You are cordially invited to attend a special meeting of stockholders of DHB Capital Corp., a Delaware corporation (the “Company”, “we”, “us” or “our”), to be held at 10:00 a.m., Eastern time, on ___________, 2022 (the “Special Meeting”), or at such other time and on such other date to which the Special Meeting may be adjourned or postponed. The Special Meeting will be held via the Internet and will be a completely virtual meeting of stockholders. You will be able to attend the Special Meeting online, vote, view the list of stockholders entitled to vote at the Special Meeting and submit your questions during the Special Meeting by visiting https://www.cstproxy.com/dhbcap/2022. To enter the Special Meeting, you will need the 12-digit control number that is printed on your proxy card. We recommend logging in at least fifteen minutes before the Special Meeting to ensure that you are logged in when the Special Meeting starts. Online check-in will start shortly before the Special Meeting on ___________, 2022. The accompanying proxy statement is dated ___________, 2022, and is first being mailed to stockholders of the Company on or about ___________, 2022.

Even if you are planning on attending the Special Meeting online, please promptly submit your proxy vote by completing, dating, signing and returning the enclosed proxy, so that your shares will be represented at the Special Meeting. It is strongly recommended that you complete and return your proxy card before the Special Meeting date to ensure that your shares will be represented at the Special Meeting. Instructions on how to vote your shares are in the accompanying proxy statement and the other proxy materials you received for the Special Meeting.

The Special Meeting is being held to consider and vote upon the following proposals:

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.

Each of the Charter Amendment Proposal and the Trust Amendment Proposal is cross-conditioned on the approval of each other. Each of the Proposals is more fully described in the accompanying proxy statement, which you are encouraged to read carefully.

The purpose of the Amendment Proposals is to allow the Company to wind up and redeem all of its outstanding Public Shares no later than December 30, 2022 by ceasing all operations on the Amended Termination Date except for the purpose of winding up and redeeming all of our outstanding Public Shares promptly thereafter subject to and in accordance with the Charter and the Trust Agreement, as so amended, which the Board believes is in the best interests of the Company and our stockholders. We have determined that it is not feasible for the Company to complete an initial Business Combination by either the Original Termination Date or the Amended Termination Date. If (x) the Amendment Proposals are approved, the Charter and the Trust Agreement are amended and we do not consummate an initial Business Combination by the Amended Termination Date or (y) the Amendment Proposals are not approved and we do not consummate an initial Business Combination by the Original Termination Date, our Charter provides that 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 all of our Public Shares 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 earned on the funds held in the Trust Account (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), by (B) the total number of then outstanding Public Shares, which redemption will completely extinguish rights of the Public Stockholders (as defined below) (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 Company’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law. In connection with such dissolution, liquidation and redemption of our securities, the Company’s securities will cease to be listed on the Nasdaq Stock Market and the Company’s U.S. Securities and Exchange Commission reporting obligations will be suspended. Such redemption may be subject to the 1% federal excise tax on share repurchases that could reduce the per-share amount that the Public Stockholders would be entitled to receive in connection with any redemption or liquidation after December 31, 2022. For more information on this excise tax, see the section in the accompanying proxy statement entitled “Questions and Answers About the Proxy Materials and Our Special Meeting — Why should I vote to approve the Amendments?”

Continental’s role as trustee of the Trust Account is subject to the terms and conditions of the Trust Agreement. The Trust Agreement currently provides that Continental shall commence liquidation of the Trust Account only after and promptly after (x) its receipt of the applicable instruction letter delivered by the Company or (y) the date which is the later of (i) the Original Termination Date and (ii) such later date as may be approved by the Company’s stockholders, if the aforementioned termination letter has not been received by Continental prior to such date.

If the Trust Amendment Proposal is approved, Continental shall commence liquidation of the Trust Account only after and promptly after (x) its receipt of the applicable instruction letter, as set forth in the form attached as Annex B hereto, delivered by the Company or (y) upon the Amended Termination Date, if the aforementioned termination letter has not been received by Continental prior to such date.

Pursuant to the terms of the Charter, in the event the Charter Amendment Proposal is approved and the Charter is amended, holders of Public Shares (“Public Stockholders”) may elect to redeem (“Optional Redemption”) their Public Shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account established in connection with the IPO, including interest (net of taxes payable), divided by the number of then-issued and outstanding Public Shares, regardless of how such Public Stockholders vote on the Amendment Proposals or if they vote at all. Any Public Stockholders that do not elect to redeem their Public Shares in the Optional Redemption will retain their right to have their shares redeemed for cash if the Company has not completed an initial Business Combination by the Amended Termination Date. 

Based upon the amount held in the Trust Account as of ___________, 2022, which was $ ___________, the Company estimates that the per-share price at which Public Shares may be redeemed from cash held in the Trust Account will be approximately $ ___________ at the time of the Special Meeting. The closing price of a share of Class A Common Stock on ___________, 2022 was $ ___________. The Company cannot assure stockholders that they will be able to sell their shares of Class A Common Stock in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when such stockholders wish to sell their shares.

Pursuant to the Charter and in accordance with the specific procedures for redemptions set forth in the accompanying proxy statement, a Public Stockholder may request that the Company redeem all or a portion of such Public Stockholder’s Public Shares for cash if the Charter Amendment Proposal is approved and the Charter is amended. You will be entitled to receive the above-described cash amount for any Public Shares to be redeemed only if you:

Holders of units of the Company must elect to separate the underlying Public Shares and public warrants prior to exercising redemption rights with respect to the Public Shares. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial Business Combination by the Original Termination Date or, if the Amendment Proposals are approved and the Charter and the Trust Agreement are amended, the Amended Termination Date. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank, as applicable, that they elect to separate the units into the underlying Public Shares and public warrants, or if a holder holds units registered in its, his or her own name, the holder must contact Continental directly and instruct it to do so. Your broker, bank or other nominee may have an earlier deadline by which you must provide instructions to separate the units into the underlying Public Shares and public warrants in order to exercise redemption rights with respect to the Public Shares, so you should contact your broker, bank or other nominee or intermediary. A Public Stockholder that holds its Public Shares in an account at a brokerage firm or bank must identify itself in writing as a beneficial holder and provide its legal name, phone number, and address to Continental in order to validly redeem its Public Shares. Public Stockholders may elect to redeem all or a portion of their Public Shares even if they vote against the Proposals (including if they do not vote at all). However, Public Stockholders will not have their shares redeemed in connection with the Charter Amendment unless the Charter Amendment Proposal is approved and the Charter is amended. In the event that a Public Stockholder tenders its Public Shares for redemption and decides prior to the vote at the Special Meeting that it does not want to redeem its shares, such stockholder may withdraw the tender.

If the Charter Amendment Proposal is approved and the Charter is amended, Public Stockholders that elect to redeem their Public Shares in the Optional Redemption in connection with the effectiveness of the Charter Amendment will receive a per-share redemption price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (net of taxes payable), divided by the number of then-issued and outstanding Public Shares. When calculating the per-share redemption price that the remaining Public Stockholders receive in connection with the dissolution and winding up of the Company, an additional amount of up to $100,000 of interest may be removed from the Trust Account to pay dissolution expenses. If the Charter Amendment Proposal is approved and the Charter is amended, this may result in (a) a per-share redemption price to be paid in connection with the dissolution and winding up of the Company to Public Stockholders that do not elect to redeem their Public Shares in the Optional Redemption in connection with the effectiveness of the Charter Amendment that is lower than (b) the per-share redemption price paid to Public Stockholders that elect to redeem their Public Shares in the Optional Redemption in connection with the effectiveness of the Charter Amendment.

Approval of the Amendment Proposals each require the affirmative vote of the holders of at least sixty-five percent (65%) of the total voting power of the then-outstanding shares of Class A Common Stock and the Class B common stock, par value $0.0001 per share, of the Company (the “Class B Common Stock”, and together with the Class A Common Stock, the “Common Stock”) entitled to vote thereon, voting together as a single class.

Approval of the Adjournment Proposal, if presented, requires the affirmative vote of a majority of the combined voting power of the outstanding shares of Common Stock present at the Special Meeting and entitled to vote thereon, voting together as a single class. The Adjournment Proposal will only be put forth for a vote if either there are not sufficient votes to approve the Charter Amendment Proposal and/or the Trust Amendment Proposal at the Special Meeting or if otherwise determined by the chairperson of the Special Meeting to be necessary or appropriate.

THE COMPANY’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE CHARTER AMENDMENT PROPOSAL, THE TRUST AMENDMENT PROPOSAL AND THE ADJOURNMENT PROPOSAL.

The Board has fixed 5:00 p.m., New York City time, on November 2, 2022, as the record date for the Special Meeting (the “Record Date”). Only stockholders of record on the Record Date are entitled to notice of and to vote at the Special Meeting or any adjournment or postponement thereof. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement.

You are not being asked to vote on an initial Business Combination at this time. We have determined that it is not feasible for the Company to complete an initial Business Combination by either the Original Termination Date or the Amended Termination Date. If the Amendment Proposals are approved and the Charter and the Trust Agreement are amended, we plan to cease all operations on the Amended Termination Date except for the purpose of winding up and redeeming all of our outstanding Public Shares promptly thereafter subject to and in accordance with the Charter and the Trust Agreement, as so amended, which the Board believes is in the best interests of the Company and our stockholders.

You will be able to attend the Special Meeting online, vote, view the list of stockholders entitled to vote at the Special Meeting and submit your questions during the Special Meeting by visiting https://www.cstproxy.com/dhbcap/2022. To ensure your representation at the Special Meeting, however, you are urged to complete, sign, date and return your proxy card as soon as possible. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares. You may revoke your proxy card at any time prior to the Special Meeting.

A stockholder’s failure to vote by proxy or to vote by virtual attendance at the Special Meeting will not be counted towards the number of shares required to validly establish a quorum, and if a valid quorum is otherwise established, such failure to vote will have the effect of a vote “AGAINST” the Amendment Proposals but will have no effect on the Adjournment Proposal. Abstentions will have the effect of a vote “AGAINST” each of the Amendment Proposals, but will not count as votes cast and will have no effect on the outcome of the vote on the Adjournment Proposal. If you return your proxy card signed and without an indication of how you wish to vote, your shares will be voted “FOR” each of the Proposals. 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.

YOUR VOTE IS IMPORTANT. Please sign, date and return your proxy card as soon as possible. You are requested to carefully read the accompanying proxy statement and Notice of Special Meeting for a more complete statement of matters to be considered at the Special Meeting.

If you have any questions or need assistance voting your shares of Common Stock, please contact Advantage Proxy, Inc., our proxy solicitor, at (877) 870-8565 (toll free) or by email at ksmith@advantageproxy.com.

On behalf of the Board, we would like to thank you for your support of DHB Capital Corp.

___________, 2022

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (I) IF YOU HOLD PUBLIC SHARES AS PART OF UNITS, ELECT TO SEPARATE YOUR UNITS INTO THE UNDERLYING PUBLIC SHARES AND PUBLIC WARRANTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES, (II) SUBMIT A WRITTEN REQUEST TO CONTINENTAL PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON ___________, 2022 THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH AND (III) TENDER OR DELIVER YOUR PUBLIC SHARES AND OTHER REDEMPTION FORMS TO CONTINENTAL, PHYSICALLY OR ELECTRONICALLY USING DTC’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT. TO OBTAIN REDEMPTION FORMS, PUBLIC STOCKHOLDERS SHOULD CONTACT THEIR BANK OR BROKER OR CONTINENTAL USING THE CONTACT INFORMATION IN THE SECTION ENTITLED “QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR SPECIAL MEETING — WHO CAN HELP ANSWER MY QUESTIONS?” IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. A PUBLIC STOCKHOLDER THAT HOLDS ITS PUBLIC SHARES IN AN ACCOUNT AT A BROKERAGE FIRM OR BANK MUST IDENTIFY ITSELF IN WRITING AS A BENEFICIAL HOLDER AND PROVIDE ITS LEGAL NAME, PHONE NUMBER, AND ADDRESS TO CONTINENTAL IN ORDER TO VALIDLY REDEEM ITS PUBLIC SHARES. YOU WILL NOT HAVE YOUR SHARES REDEEMED IN CONNECTION WITH THE CHARTER AMENDMENT UNLESS THE AMENDMENT PROPOSALS ARE APPROVED AND THE CHARTER AND TRUST AGREEMENT ARE AMENDED.

This proxy statement is dated ___________, 2022
and is first being mailed to our stockholders with the form of proxy on or about ___________, 2022. 

IMPORTANT

Whether or not you expect to attend the Special Meeting, you are respectfully requested by the Board of Directors of the Company to sign, date and return the enclosed proxy promptly, or follow the instructions contained in the proxy card or voting instructions provided by your broker. If you grant a proxy, you may revoke it at any time prior to the Special Meeting.

DHB Capital Corp.
5 Brewster Street #2105

Glen Cove, NY 11542

NOTICE OF
SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON ___________, 2022

Dear Stockholders of DHB Capital Corp.:

NOTICE IS HEREBY GIVEN that the special meeting of stockholders of DHB Capital Corp., a Delaware corporation (the “Company”, “we”, “us” or “our”), to be held at 10:00 a.m., Eastern time, on ___________, 2022 (the “Special Meeting”), or at such other time and on such other date to which the Special Meeting may be adjourned or postponed. The Special Meeting will be held via the Internet and will be a completely virtual meeting of stockholders. You will be able to attend the Special Meeting online, vote, view the list of stockholders entitled to vote at the Special Meeting and submit your questions during the Special Meeting by visiting https://www.cstproxy.com/dhbcap/2022. To enter the Special Meeting, you will need the 12-digit control number that is printed on your proxy card. We recommend logging in at least fifteen minutes before the Special Meeting to ensure that you are logged in when the Special Meeting starts. Online check-in will start shortly before the Special Meeting on ___________, 2022.

The Special Meeting is being held to consider and vote upon the following proposals:

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 Amendment Proposals each require the affirmative vote of the holders of at least sixty-five percent (65%) of the total voting power of the then-outstanding shares of Class A Common Stock and the Class B common stock, par value $0.0001 per share, of the Company (the “Class B Common Stock”, and together with the Class A Common Stock, the “Common Stock”) entitled to vote thereon, voting together as a single class.

Approval of the Adjournment Proposal requires the affirmative vote of a majority of the combined voting power of the outstanding shares of Common Stock present at the Special Meeting and entitled to vote thereon, voting together as a single class.

Each of the Charter Amendment Proposal and the Trust Amendment Proposal is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned upon the approval of any other proposal. If, based upon the tabulated vote at the time of the Special Meeting, there are insufficient votes from the holders of Common Stock to approve the Charter Amendment Proposal and/or the Trust Amendment Proposal, the Company may move to adjourn the Special Meeting to such later date or dates to permit further solicitation and vote of proxies. If the Charter Amendment Proposal and the Trust Amendment Proposal are approved at the Special Meeting, the Adjournment Proposal will not be presented.

Pursuant to the terms of the Charter, in the event the Charter Amendment Proposal is approved and the Charter is amended, holders of Public Shares (“Public Stockholders”) may elect to redeem (“Optional Redemption”) their Public Shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (net of taxes payable), divided by the number of then-issued and outstanding Public Shares, regardless of how such Public Stockholders vote on the Amendment Proposals or if they vote at all. Any Public Stockholders that do not elect to redeem their Public Shares in the Optional Redemption will retain their right to have their shares redeemed for cash if the Company has not completed an initial Business Combination by the Amended Termination Date. 

Based upon the amount held in the Trust Account as of ___________, 2022, which was $ ___________, the Company estimates that the per-share price at which Public Shares may be redeemed from cash held in the Trust Account will be approximately $ ___________ at the time of the Special Meeting. The closing price of a share of Class A Common Stock on ___________, 2022 was $ ___________. The Company cannot assure stockholders that they will be able to sell their shares of Class A Common Stock in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when such stockholders wish to sell their shares.

Pursuant to the Charter and in accordance with the specific procedures for redemptions set forth in this proxy statement, a Public Stockholder may request that the Company redeem all or a portion of such Public Stockholder’s Public Shares for cash if the Charter Amendment Proposal is approved and the Charter is amended. You will be entitled to receive the above-described cash amount for any Public Shares to be redeemed only if you:

Holders of units of the Company must elect to separate the underlying Public Shares and public warrants prior to exercising redemption rights with respect to the Public Shares. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial Business Combination by the Original Termination Date or, if the Amendment Proposals are approved and the Charter is amended, the Amended Termination Date. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank, as applicable, that they elect to separate the units into the underlying Public Shares and public warrants, or if a holder holds units registered in its, his or her own name, the holder must contact Continental directly and instruct it to do so. Your broker, bank or other nominee may have an earlier deadline by which you must provide instructions to separate the units into the underlying Public Shares and public warrants in order to exercise redemption rights with respect to the Public Shares, so you should contact your broker, bank or other nominee or intermediary. A Public Stockholder that holds its Public Shares in an account at a brokerage firm or bank must identify itself in writing as a beneficial holder and provide its legal name, phone number, and address to Continental in order to validly redeem its Public Shares. Public Stockholders may elect to redeem all or a portion of their Public Shares even if they vote against the Proposals (including if they do not vote at all). However, Public Stockholders will not have their shares redeemed in connection with the Charter Amendment unless the Charter Amendment Proposal is approved and the Charter is amended. In the event that a Public Stockholder tenders its Public Shares for redemption and decides prior to the vote at the Special Meeting that it does not want to redeem its shares, such stockholder may withdraw the tender.

We have determined that it is not feasible for the Company to complete an initial Business Combination by either the Original Termination Date or the Amended Termination Date. If (x) the Amendment Proposals are approved, the Charter and the Trust Agreement are amended and we do not consummate an initial Business Combination by the Amended Termination Date or (y) the Amendment Proposals are not approved and we do not consummate an initial Business Combination by the Original Termination Date, our Charter provides that 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 all of our Public Shares 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 earned on the funds held in the Trust Account (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), by (B) the total number of then outstanding Public Shares, which redemption will completely extinguish rights of the 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 Company’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law. In connection with such dissolution, liquidation and redemption of our securities, the Company’s securities will cease to be listed on the Nasdaq Capital Market (“Nasdaq”) and the Company’s U.S. Securities and Exchange Commission (“SEC”) reporting obligations will be suspended. Such redemption may be subject to the Excise Tax (as defined below) that could reduce the per-share amount that the Public Stockholders would be entitled to receive in connection with any redemption or liquidation after December 31, 2022. For more information on the Excise Tax, see the below section entitled “Questions and Answers About the Proxy Materials and Our Special Meeting — Why should I vote to approve the Amendments?”

DHB Capital LLC (the “Sponsor”) and the Company’s directors and officers have agreed to waive their respective rights to liquidating distributions from the Trust Account in respect of any shares of Class B Common Stock held by it or them, as applicable, if the Company fails to complete an initial Business Combination, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete its initial Business Combination by the applicable deadline. The Sponsor intends to vote all of its shares of Common Stock in favor of each of the Proposals at the Special Meeting.

If the Company liquidates, the Sponsor has agreed that it will be liable to us if, and to the extent, any claims by a third party for services rendered or products sold to us or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share is then held in the Trust Account due to reductions in the value of the trust assets, less taxes payable, except as to any claims by a third party or a prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) and except as to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended. The Company has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties, including, without limitation, claims by vendors and prospective target businesses.

If the Charter Amendment Proposal is approved and the Charter is amended, such approval will constitute consent for the Company to (i) remove from the Trust Account an amount (the “Withdrawal Amount”) equal to (x) the number of Public Shares properly redeemed multiplied by (y) the aggregate amount then on deposit in the Trust Account, including interest (net of taxes payable), divided by the number of then outstanding Public Shares and (ii) deliver to the holders of such redeemed Public Shares their portion of the Withdrawal Amount. Public Stockholders that do not redeem their Public Shares now will retain their redemption rights and their voting rights through the Amended Termination Date if the Charter Amendment Proposal is approved and the Charter is amended. When calculating the per-share redemption price that the remaining Public Stockholders receive in connection with the dissolution and winding up of the Company, an additional amount of up to $100,000 of interest may be removed from the Trust Account to pay dissolution expenses. If the Charter Amendment Proposal is approved and the Charter is amended, this may result in (a) a per-share redemption price to be paid in connection with the dissolution and winding up of the Company to Public Stockholders that do not elect to redeem their Public Shares in the Optional Redemption in connection with the effectiveness of the Charter Amendment that is lower than (b) the per-share redemption price paid to Public Stockholders that elect to redeem their Public Shares in the Optional Redemption in connection with the effectiveness of the Charter Amendment.

The withdrawal of the Withdrawal Amount will reduce the amount held in the Trust Account, and the amount remaining in the Trust Account may be significantly less than the approximately $ ___________ that was in the Trust Account as of ___________, 2022.

Only stockholders of record of the Company as of 5:00 p.m., New York City time on November 2, 2022 (the “Record Date”) are entitled to notice of, and to vote at, the Special Meeting or any adjournment or postponement thereof. Each share of Common Stock entitles the holder thereof to one vote. On the Record Date, there were 35,937,500 shares of Common Stock issued and outstanding, including (i) 28,750,000 shares of Class A Common Stock and (ii) 7,187,500 shares of Class B Common Stock. The Company’s warrants do not have voting rights in connection with the Proposals.

Proxy voting permits stockholders unable to attend the Special Meeting by virtual attendance to vote their shares through a proxy. By appointing a proxy, your shares will be represented and voted in accordance with your instructions. You can vote your shares by completing and returning your proxy card or by completing the voting instruction form provided to you by your broker. Proxy cards that are signed and returned but do not include voting instructions will be voted by the proxy as recommended by the Board. You can change your voting instructions or revoke your proxy at any time prior to the Special Meeting by following the instructions included in this proxy statement and on the proxy card.

YOUR VOTE IS IMPORTANT. It is strongly recommended that you complete and return your proxy card before the Special Meeting date to ensure that your shares will be represented at the Special Meeting. You are urged to review carefully the information contained in the enclosed proxy statement prior to deciding how to vote your shares.

If you have any questions or need assistance voting your shares of Common Stock, please contact Advantage Proxy, Inc. (“Advantage Proxy”), our proxy solicitor, at (877) 870-8565 (toll free) or by email at ksmith@advantageproxy.com. 

___________, 2022

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR
THE SPECIAL MEETING TO BE HELD ON ___________, 2022

This Notice of Special Meeting and Proxy Statement are available at https://www.cstproxy.com/dhbcap/2022.

DHB CAPITAL CORP.
PROXY STATEMENT
FOR THE SPECIAL MEETING OF STOCKHOLDERS
To Be Held at 10:00 a.m., Eastern time, on ___________, 2022

This proxy statement and the enclosed form of proxy are furnished in connection with the solicitation of proxies by our board of directors (the “Board”) for use at the special meeting of stockholders of DHB Capital Corp., a Delaware corporation (the “Company”, “we”, “us” or “our”), to be held at 10:00 a.m., Eastern time, on ___________, 2022 (the “Special Meeting”), or at such other time and on such other date to which the Special Meeting may be adjourned or postponed. The Special Meeting will be held via the Internet and will be a completely virtual meeting of stockholders. You will be able to attend the Special Meeting online, vote, view the list of stockholders entitled to vote at the Special Meeting and submit your questions during the Special Meeting by visiting https://www.cstproxy.com/dhbcap/2022. To enter the Special Meeting, you will need the 12-digit control number that is printed on your proxy card. We recommend logging in at least fifteen minutes before the Special Meeting to ensure that you are logged in when the Special Meeting starts. Online check-in will start shortly before the Special Meeting on ___________, 2022.

YOUR VOTE IS IMPORTANT. It is important that your shares be represented at the Special Meeting, regardless of the number of shares that you hold. You are, therefore, urged to execute and return, at your earliest convenience, the enclosed proxy card in the envelope that has also been provided.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement contains “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995, as amended, including statements regarding our winding up, the redemption of our Public Shares, the consequences of not completing an initial Business Combination, the release of funds held in the Trust Account, the availability of working capital and borrowing capacity and the use of funds outside the Trust Account Forward-looking statements inherently involve many risks and uncertainties that could cause actual results to differ materially from those projected in these statements. Where, in any forward-looking statement, we express an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but such statements necessarily involve risks and uncertainties and there can be no assurance that the expectation or belief will result or be achieved or accomplished. The following include some but not all of the factors that could cause actual results or events to differ materially from those anticipated:

Additional information on these and other factors that may cause actual results and the Company’s performance to differ materially is included in the Company’s periodic reports filed with the SEC, including, but not limited to, our Annual Report on Form 10-K for the year ended December 31, 2021, including those factors described under the heading “Risk Factors” therein, and subsequent Quarterly Reports on Form 10-Q. Copies of the Company’s filings with the SEC are available publicly on the SEC’s website at www.sec.gov or may be obtained by contacting the Company. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. These forward-looking statements are made only as of the date hereof, and the Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in its expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR SPECIAL MEETING

These Questions and Answers are only summaries of the matters they discuss. They do not contain all of the information that may be important to you. You should read carefully the entire document, including any annexes to this proxy statement.

Why am I receiving this proxy statement?

This proxy statement and the enclosed proxy card are being sent to you in connection with the solicitation of proxies by our Board for use at the Special Meeting to be held by virtual attendance on ___________, 2022, or at any adjournments or postponements thereof. This proxy statement summarizes the information that you need to make an informed decision on the Proposals to be considered at the Special Meeting.

The Company is a blank check company incorporated in Delaware on December 15, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to as our initial Business Combination. On March 4, 2021, the Company consummated its IPO of 25,000,000 units, with each unit consisting of one share of Class A Common Stock and one-third of one redeemable warrant to purchase one share of Class A Common Stock. The units were sold at a price of $10.00 per unit, generating gross proceeds to the Company of $250,000,000. Simultaneously with the closing of the IPO, the Company completed the private sale of an aggregate of 4,666,667 private placement warrants to our Sponsor at a purchase price of $1.50 per private placement warrant, generating gross proceeds of $7,000,000. A total of $250,000,000, comprised of $245,000,000 of the proceeds from the IPO and $5,000,000 of the proceeds of the sale of the private placement warrants was placed in the Trust Account maintained by Continental, acting as trustee. On March 17, 2021, the underwriters fully exercised their over-allotment option, resulting in an additional 3,750,000 units issued for an aggregate amount of $37,500,000. In connection with the underwriters’ full exercise of their over-allotment option, the Company also consummated the sale of an additional 500,000 private placement warrants at $1.50 per private placement warrant, generating total proceeds of $750,000. An additional $37,500,000 was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $287,500,000. At present, our Charter provides for the return of the IPO proceeds held in the Trust Account to the holders of Public Shares if we do not complete our initial Business Combination by the Original Termination Date.

The purpose of the Amendment Proposals is to allow the Company to wind up and redeem all of its outstanding Public Shares no later than December 30, 2022 by ceasing all operations on the Amended Termination Date except for the purpose of winding up and redeeming all of our outstanding Public Shares promptly thereafter subject to and in accordance with the Charter and the Trust Agreement, as so amended, which the Board believes is in the best interests of the Company and our stockholders.

YOUR VOTE IS IMPORTANT. It is important that your shares be represented at the Special Meeting, regardless of the number of shares that you hold. You are, therefore, urged to execute and return, at your earliest convenience, the enclosed proxy card in the envelope that has also been provided.

What is being voted on?

You are being asked to vote on the following proposals:

(a)   Proposal No. 1 — The Charter Amendment Proposal — to approve the adoption of the Charter Amendment to change the Original Termination Date by which the Company must either (i) consummate its initial Business Combination or (ii) if the Company fails to complete such initial Business Combination by the Original Termination Date, cease all operations, except for the purpose of winding up, and, subject to and in accordance with the terms of the Charter, redeem all of its Public Shares. The proposed Charter Amendment shall change the Original Termination Date to the Amended Termination Date.

(b)   Proposal No. 2 — The Trust Amendment Proposal — to approve the adoption of an amendment to the Trust Agreement to change the date on which Continental must commence liquidation of the Trust Account to the Amended Termination Date.

(c)   Proposal No. 3 — The Adjournment Proposal — to approve the adjournment of the Special Meeting from time to time, if necessary, to solicit additional proxies in favor of the Charter Amendment Proposal and/or the Trust Amendment Proposal or if otherwise determined by the chairperson of the Special Meeting to be necessary or appropriate.

You are not being asked to vote on an initial Business Combination at this time. We have determined that it is not feasible for the Company to complete an initial Business Combination by either the Original Termination Date or the Amended Termination Date. If the Amendment Proposals are approved and the Charter and the Trust Agreement are amended, we plan to cease all operations on the Amended Termination Date except for the purpose of winding up and redeeming all of our outstanding Public Shares promptly thereafter subject to and in accordance with the Charter and the Trust Agreement, as so amended, which the Board believes is in the best interests of the Company and our stockholders.

Can I attend the Special Meeting?

The Special Meeting will be held via the Internet and will be a completely virtual meeting of stockholders. You will be able to attend the Special Meeting online, vote, view the list of stockholders entitled to vote at the Special Meeting and submit your questions during the Special Meeting by visiting https://www.cstproxy.com/dhbcap/2022. To enter the Special Meeting, you will need the 12-digit control number that is printed on your proxy card. We recommend logging in at least fifteen minutes before the Special Meeting to ensure that you are logged in when the Special Meeting starts. Online check-in will start shortly before the Special Meeting on ___________, 2022.

You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage-paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or other nominee with instructions on how to vote your shares.

Please see the description below under the question entitled “How do I vote?” for additional information on the voting process for the Special Meeting.

Why should I vote to approve the Amendments?

Our Board believes stockholders will benefit from the Company having the ability to wind up and redeem all of its outstanding Public Shares no later than December 30, 2022 by ceasing all operations on the Amended Termination Date except for the purpose of winding up and redeeming all of our outstanding Public Shares promptly thereafter.

Since our IPO in March 2021, our management team has employed a broad set of search criteria for potential target businesses and evaluated more than 30 such target businesses. In evaluating potential target businesses, our management team remained focused on finding fair valuations amid volatile market conditions.

As of the date of this proxy statement, we have not entered into an agreement to effectuate a Business Combination with any of the potential targets that we have reviewed. In particular, through our efforts to find a suitable target for a Business Combination, management has observed what it believes were high valuations in 2021, a declining IPO market in 2022, and significant public and private market volatility, all of which have prevented us from securing an opportunity that we believe will offer a compelling return on investment for our stockholders.

Additionally, our management team has not effectuated a Business Combination due to a variety of reasons, including, among other things:

In light of these circumstances and timeline, our management team does not believe we will consummate a Business Combination with a suitable target that meets our criteria for a Business Combination at an acceptable valuation by or before the Original Termination Date.

Moreover, recent legislative developments may negatively impact Public Stockholders if we are unable to consummate a Business Combination by or before the Original Termination Date. On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax (the “Excise Tax”) on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations. The IR Act applies only to repurchases that occur after December 31, 2022. Because we are a publicly listed Delaware corporation, we are a “covered corporation” within the meaning of the IR Act; consequently, the Board believes that, absent additional guidance and unless an applicable exception is available, there is a significant risk that this Excise Tax will apply to any redemptions of Common Stock after December 31, 2022. The application of the Excise Tax to any redemptions we make after December 31, 2022, could potentially reduce the per-share amount that Public Stockholders would otherwise be entitled to receive and could cause a reduction in the cash available on hand to complete a Business Combination and limit our ability to complete a Business Combination.

After careful consideration of all relevant factors, including but not limited to the determination that it is not feasible for us to complete a Business Combination by the Original Termination Date, the Board has determined to seek the approval of our stockholders to wind up and redeem all of our outstanding Public Shares no later than December 30, 2022. The Board believes it is in its best interests of the Company and our stockholders to return capital to our stockholders by December 30, 2022.

If (x) the Amendment Proposals are approved, the Charter and the Trust Agreement are amended and we do not consummate an initial Business Combination by the Amended Termination Date or (y) the Amendment Proposals are not approved and we do not consummate an initial Business Combination by the Original Termination Date, our Charter provides that 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 all of our Public Shares 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 earned on the funds held in the Trust Account (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), by (B) the total number of then outstanding Public Shares, which redemption will completely extinguish rights of the 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 Company’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law. In connection with such dissolution, liquidation and redemption of our securities, the Company’s securities will cease to be listed on Nasdaq and the Company’s SEC reporting obligations will be suspended. Such redemption may be subject to the Excise Tax that could reduce the per-share amount that the Public Stockholders would be entitled to receive in connection with any redemption or liquidation after December 31, 2022.

There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial Business Combination by the Original Termination Date or, if the Amendment Proposals are approved and the Charter and the Trust Agreement are amended, the Amended Termination Date. 

The purpose of the Amendment Proposals are to allow the Company to wind up and redeem all of its outstanding Public Shares no later than December 30, 2022 by ceasing all operations on the Amended Termination Date except for the purpose of winding up and redeeming all of our outstanding Public Shares promptly thereafter subject to and in accordance with the Charter and the Trust Agreement, as so amended, which the Board believes is in the best interests of the Company and our stockholders.

In connection with approval of the Charter Amendment, Public Stockholders may elect to redeem their shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (net of taxes payable), divided by the number of then-issued and outstanding Public Shares, regardless of how such Public Stockholders vote on the Amendment Proposals or if they vote at all. However, Public Stockholders will not have their shares redeemed in connection with the Charter Amendment unless the Charter Amendment Proposal is approved and the Charter is amended.

Liquidation of the Trust Account is a fundamental obligation of the Company to the Public Stockholders and the Company is not proposing, and will not propose, to change that obligation to the Public Stockholders. Any Public Stockholders that do not elect to redeem their Public Shares in the Optional Redemption shall retain redemption rights in the event the Company has not consummated an initial Business Combination by the Amended Termination Date. We have determined that it is not feasible for the Company to complete an initial Business Combination by either the Original Termination Date or the Amended Termination Date. If the Amendment Proposals are approved and the Charter and the Trust Agreement are amended, we plan to cease all operations on the Amended Termination Date except for the purpose of winding up and redeeming all of our outstanding Public Shares promptly thereafter subject to and in accordance with the Charter, as so amended, which the Board believes is in the best interests of the Company and our stockholders.

If the Charter Amendment Proposal is approved and the Charter is amended, Public Stockholders that elect to redeem their Public Shares in the Optional Redemption in connection with the effectiveness of the Charter Amendment will receive a per-share redemption price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (net of taxes payable), divided by the number of then-issued and outstanding Public Shares. When calculating the per-share redemption price that the remaining Public Stockholders receive in connection with the dissolution and winding up of the Company, an additional amount of up to $100,000 of interest may be removed from the Trust Account to pay dissolution expenses. If the Charter Amendment Proposal is approved and the Charter is amended, this may result in (a) a per-share redemption price to be paid in connection with the dissolution and winding up of the Company to Public Stockholders that do not elect to redeem their Public Shares in the Optional Redemption in connection with the effectiveness of the Charter Amendment that is lower than (b) the per-share redemption price paid to Public Stockholders that elect to redeem their Public Shares in the Optional Redemption in connection with the effectiveness of the Charter Amendment.

Our Board recommends that you vote “FOR” the Amendment Proposals, but expresses no opinion as to whether you should redeem your Public Shares.

When would the Board abandon the Amendment Proposals and/or the Amendments?

If, based upon the tabulated vote at the time of the Special Meeting, there are insufficient votes from the holders of Common Stock to approve the Charter Amendment Proposal and/or the Trust Amendment Proposal, the Company may move to adjourn the Special Meeting to such later date or dates to permit further solicitation and vote of proxies. If the Charter Amendment Proposal and the Trust Amendment Proposal are approved at the Special Meeting, the Adjournment Proposal will not be presented.

Additionally, notwithstanding the approval of the Amendment Proposals by our stockholders, the Company may decide to abandon the Amendments at any time and for any reason prior to the effectiveness of the filing of the Certificate of Amendment setting forth the Charter Amendment with the Secretary of State of the State of Delaware. If we abandon the Amendments, Public Stockholders will not have their Public Shares redeemed in the Optional Redemption.

How do the Company insiders intend to vote their shares?

As of the Record Date, the Sponsor had the right to vote 20.0% of the Company’s issued and outstanding shares of Common Stock. The Sponsor intends to vote all of its shares of Common Stock “FOR” each of the Proposals at the Special Meeting.

In addition, subject to applicable securities laws (including with respect to material nonpublic information), the Sponsor, the Company’s directors or officers or any of their respective affiliates may (i) purchase Public Shares from institutional and other investors (including those who vote, or indicate an intention to vote, against any of the Proposals presented at the Special Meeting, or elect to redeem, or indicate an intention to redeem, Public Shares), (ii) enter into transactions with such investors and others to provide them with incentives to not redeem their Public Shares, or (iii) execute agreements to purchase such Public Shares from such investors or enter into non-redemption agreements in the future. In the event that the Sponsor, the Company’s directors or officers or any of their respective affiliates purchase Public Shares in situations in which the tender offer rules and restrictions on purchases would apply, they (a) would purchase the Public Shares at a price no higher than the price offered through the Company’s redemption process (i.e., approximately $___________ per share, based on the amounts held in the Trust Account as of ___________, 2022); (b) would represent in writing that such Public Shares will not be voted in favor of approving the Charter Amendment Proposal; and (c) would waive in writing any redemption rights with respect to the Public Shares so purchased.

Subject to the immediately preceding paragraph, the Sponsor, the Company’s directors or officers or any of their respective affiliates may purchase Public Shares in privately negotiated transactions or in the open market prior to the Special Meeting, although they are under no obligation to do so. Any such purchases that are completed after the Record Date may include an agreement with a selling stockholder that such stockholder, for so long as it remains the record holder of the shares in question, will vote in favor of the Proposals and/or will not exercise its redemption rights with respect to the shares so purchased. The purpose of such share purchases and other transactions would be to increase the likelihood that the Proposals to be voted upon at the Special Meeting are approved by the requisite number of votes. In the event that such purchases do occur, the purchasers may seek to purchase shares from stockholders that would otherwise have voted against the Proposals and elected to redeem their shares for a portion of the Trust Account. Any such privately negotiated purchases may be effected at purchase prices that are below or in excess of the per-share pro rata portion of the Trust Account. None of the funds held in the Trust Account will be used to purchase Public Shares or warrants in such transactions. Any Public Shares held by or subsequently purchased by our affiliates may be voted in favor of the Proposals. Additionally, at any time at or prior to the Special Meeting, subject to applicable securities laws (including with respect to material non-public information) the Sponsor or the Company’s directors or officers or any of their respective affiliates may, although they are under no obligation to do so, enter into transactions with investors and others to provide them with incentives to acquire Public Shares, vote their Public Shares in favor of the Proposals or not redeem their Public Shares. The Sponsor and the Company’s directors or officers or any of their respective affiliates are restricted from making any such purchases when they are in possession of any material nonpublic information not disclosed to the seller, during a restricted period under Regulation M under the Exchange Act or during any applicable blackout period under the Company’s insider trading policy. 

What vote is required to approve the Amendment Proposals?

Approval of the Amendment Proposals each require the affirmative vote of the holders of at least sixty-five percent (65%) of the total voting power of the then-outstanding shares of Common Stock entitled to vote thereon, voting together as a single class.

What vote is required to approve the Adjournment Proposal?

Approval of the Adjournment Proposal, if presented, requires the affirmative vote of a majority of the combined voting power of the outstanding shares of Common Stock present at the Special Meeting and entitled to vote thereon, voting together as a single class.

What if I want to vote against or do not want to vote for any of the Proposals?

If you do not want any of the Proposals to be approved, you must abstain, not vote or vote against each Proposal. A stockholder’s failure to vote by proxy or to vote by virtual attendance at the Special Meeting will not be counted towards the number of shares required to validly establish a quorum, and if a valid quorum is otherwise established, such failure to vote will have the effect of a vote “AGAINST” the Amendment Proposals but will have no effect on the Adjournment Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established. Abstentions will have the effect of a vote “AGAINST” each of the Amendment Proposals, but will not count as votes cast and will have no effect on the outcome of the vote on the Adjournment Proposal. 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.

Will you seek any further amendments to liquidate the Trust Account?

Other than the Amendments, until the Amended Termination Date, as described in this proxy statement, we do not anticipate seeking any further amendment to the time period in which we must consummate an initial Business Combination or liquidate the Trust Account.

If the Amendment Proposals are approved, what happens next?

Our Board believes stockholders will benefit from the Company having the ability to wind up and redeem all of its outstanding Public Shares no later than December 30, 2022 by ceasing all operations on the Amended Termination Date except for the purpose of winding up and redeeming all of our outstanding Public Shares promptly thereafter. 

Upon approval of the Amendment Proposals by the required number of votes, we plan to promptly file the Charter Amendment with the Secretary of State of the State of Delaware as set forth in the form attached as Annex A hereto. However, we may decide to abandon the Amendments at any time and for any reason prior to the effectiveness of the filing of the Certificate of Amendment setting forth the Charter Amendment with the Secretary of State of the State of Delaware. If we abandon the Amendments, Public Stockholders will not have their Public Shares redeemed in the Optional Redemption.

If we file the Charter Amendment with the Secretary of State of the State of Delaware, our Board will determine, and we will publicly announce, the Amended Termination Date. Continental shall then commence liquidation of the Trust Account only after and promptly after (x) its receipt of the applicable instruction letter, as set forth in the form attached as Annex B hereto, delivered by us or (y) upon the Amended Termination Date, if the aforementioned termination letter has not been received by Continental prior to such date.

If the Charter Amendment Proposal is approved and the Charter is amended, any removal of any Withdrawal Amount from the Trust Account will reduce the amount remaining in the Trust Account and increase the percentage interest of shares of Common Stock held by the Sponsor through its shares of Class B Common Stock. 

We have determined that it is not feasible for the Company to complete an initial Business Combination by the Amended Termination Date. If the Charter Amendment Proposal is approved, the Charter is amended and we do not consummate an initial Business Combination by the Amended Termination Date, 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 all of our Public Shares 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 earned on the funds held in the Trust Account (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), by (B) the total number of then outstanding Public Shares, which redemption will completely extinguish rights of the 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 Company’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law. In connection with such dissolution, liquidation and redemption of our securities, the Company’s securities will cease to be listed on Nasdaq and the Company’s SEC reporting obligations will be suspended. Such redemption may be subject to the Excise Tax that could reduce the per-share amount that the Public Stockholders would be entitled to receive in connection with any redemption or liquidation after December 31, 2022.

There will be no redemption rights or liquidating distributions with respect to our warrants, which, if the Amendment Proposals are approved and the Charter and the Trust Agreement are amended, will expire worthless if we fail to complete our initial Business Combination by the Amended Termination Date.

What happens if the Amendment Proposals are not approved?

If the Amendment Proposals are not approved and we do not consummate an initial Business Combination by the Original Termination Date, our Charter provides that 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 all of our Public Shares 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 earned on the funds held in the Trust Account (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), by (B) the total number of then outstanding Public Shares, which redemption will completely extinguish rights of the 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 Company’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law. In connection with such dissolution, liquidation and redemption of our securities, the Company’s securities will cease to be listed on Nasdaq and the Company’s SEC reporting obligations will be suspended. Such redemption may be subject to the Excise Tax that could reduce the per-share amount that the Public Stockholders would be entitled to receive in connection with any redemption or liquidation after December 31, 2022.

There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial Business Combination by the Original Termination Date or, if the Amendment Proposals are approved and the Charter and the Trust Agreement are amended, the Amended Termination Date.

The Sponsor or the Company’s directors and officers have agreed to waive their respective rights to liquidating distributions from the Trust Account in respect of any shares of Class B Common Stock held by it or them, as applicable, if the Company fails to complete an initial Business Combination by the Original Termination Date, or, if the Amendment Proposals are approved and the Charter and the Trust Agreement are amended, the Amended Termination Date, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete its initial Business Combination by the applicable deadline. The Company will pay the costs of liquidation from $100,000 of interest from the Trust Account and its remaining assets outside of the Trust Account.

In connection with approval of the Charter Amendment, Public Stockholders may elect to redeem their shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (net of taxes payable), divided by the number of then-issued and outstanding shares of Public Shares, regardless of how such Public Stockholders vote on the Proposals or if they vote at all. However, Public Stockholders will not have their shares redeemed in connection with the Charter Amendment unless the Charter Amendment Proposal is approved and the Charter is amended.

Where will I be able to find the voting results of the Special Meeting?

We will announce preliminary voting results at the Special Meeting. We will also disclose voting results on a Current Report on Form 8-K that we will file with the SEC within four business days after the date that the Special Meeting ends. If final voting results are not available to us in time to file a Current Report on Form 8-K within four business days after the date that the Special Meeting ends, we will file a Current Report on Form 8-K to publish preliminary results and will provide the final results in an amendment to such Current Report on Form 8-K as soon as they become available.

How do I change my vote?

If you submitted a proxy prior to the start of the Special Meeting, you may change your vote by attending the Special Meeting online and voting via the Internet at the Special Meeting or by delivering a signed proxy revocation or a new signed proxy with a later date to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. Any signed proxy revocation or later-dated proxy must be received before the start of the Special Meeting. In addition, you may change your vote through the Internet or by telephone (if you originally voted by the corresponding method) not later than 11:59 p.m., New York City time, on ___________, 2022 for shares held directly.

Your attendance at the Special Meeting will not, by itself, revoke a prior vote or proxy from you.

If your shares are held in an account by a broker, bank or other nominee, you should contact your nominee to change your vote or revoke your proxy.

How are votes counted?

Votes will be counted by the inspector of election appointed for the Special Meeting, who will separately count “FOR” and “AGAINST” votes and abstentions for each of the Proposals. A stockholder’s failure to vote by proxy or to vote by virtual attendance at the Special Meeting will not be counted towards the number of shares required to validly establish a quorum, and if a valid quorum is otherwise established, such failure to vote will have the effect of a vote “AGAINST” the Amendment Proposals but will have no effect on the Adjournment Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established. Abstentions will have the effect of a vote “AGAINST” each of the Amendment Proposals, but will not count as votes cast and will have no effect on the outcome of the vote on the Adjournment Proposal. 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.

If my shares are held in “street name,” will my broker automatically vote them for me?

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. Your broker can vote your shares with respect to “non-discretionary” items only if you provide instructions on how to vote. You should instruct your broker to vote your shares. Your broker can tell you how to provide these instructions. Abstentions will be counted in connection with the determination of whether a valid quorum is established.

What is a quorum?

A quorum is the minimum number of shares required to be present at the Special Meeting for the Special Meeting to be properly held under our Charter and Delaware law. A majority in total voting power of the outstanding shares of Common Stock entitled to vote as of the Record Date at the Special Meeting must be represented by virtual attendance or by proxy at the Special Meeting to constitute a quorum. Proxies that are marked “ABSTAIN” will be treated as shares present for purposes of determining the presence of a quorum on all matters.