for claims of creditors and the requirements of other applicable law. There will be no distribution from the Trust Account with respect to the Company’s warrants and rights, which will expire worthless when we wind up.
Our Board of Directors has determined that it is in the best interests of the Company and its shareholders to allow the Company to extend the time to complete a business combination for an additional twelve (12) months from February 18, 2023 to February 18, 2024, and provide that the date for cessation of operations of the Company if the Company has not completed a business combination to be extended to the Extended Termination Date.
Interests of Certain Persons in a business combination
When you consider the recommendation of the Board in favor of adoption of the Extension Amendment Proposal, you should keep in mind that the Company’s Sponsor, directors and officers and their affiliates (collectively, “Initial Shareholders”) have interests in a business combination that are different from, or in addition to, your interests as a shareholder, including:
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If an initial business combination is not completed by February 18, 2023, the Company will be required to liquidate. In such event, 4,102,500 Ordinary Shares held by the Initial Shareholders, which were acquired prior to the IPO for an aggregate purchase price of $25,000, will be worthless. Such Ordinary Shares had an aggregate market value of approximately $42,501,900 based on the closing price of Ordinary Shares of $10.36 per share on the New York Stock Exchange (“NYSE”) as of January 20, 2023. The Initial Shareholders waived their redemption rights and liquidation rights in connection with the purchase of the Founder Shares and no other consideration was paid for such agreement.
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If an initial business combination is not completed by February 18, 2023, whether with Sponsor or with any other entity, the Company will be required to liquidate. In such event, the 8,445,000 Private Warrants purchased by the Sponsor for a total purchase price of $8,445,000, will be worthless. Such Private Warrants had an aggregate market value of approximately $3,800,250 based on the closing price of public warrants of $0.45 on NYSE as of January 20, 2023. The Sponsor waived its redemption rights and liquidation rights in connection with the purchase of the Founder Shares and the Private Warrants, and no other consideration was paid for such agreement.
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The exercise of the Company’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of a business combination may result in a conflict of interest when determining whether such changes or waivers are appropriate and in our shareholders’ best interest.
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The Sponsor will be liable under certain circumstances described in the IPO prospectus to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by the Company for services rendered or contracted for or products sold to the Company. If the Company consummates a business combination, on the other hand, AXIOS will be liable for all such claims.
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The Sponsor and the Company’s officers and directors and their affiliates are entitled to reimbursement of reasonable out-of-pocket expenses incurred by them in connection with certain activities on the Company’s behalf, such as identifying and investigating possible business targets and business combinations. However, if a business combination is not completed by February 18, 2023, they will not have any claim against the Trust Account for reimbursement. Accordingly, the Company may not be able to reimburse these expenses, and the Sponsor and the Company’s officers and directors and their affiliates will not receive reimbursement for any out-of-pocket expenses incurred by them to the extent that such expenses exceeded the amount of its working capital if a business combination or another business combination is not completed within the allotted time period. As of December 31, 2022, the Sponsor, the Company’s officers and directors or their affiliates are owed out-of-pocket expenses for which they are awaiting reimbursement.
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The Sponsor agreed to loan AXIOS an aggregate of up to $350,000 in a non-interest bearing working capital loan to cover expenses related to a business combination pursuant to a promissory note, dated December 12, 2021 (the “Note”). At December 31, 2022, $133,849 was outstanding under the Note. At Lender’s option, upon the closing of its initial business combination, such Note may