QUESTIONS AND ANSWERS ABOUT THE STOCKHOLDER MEETING
The questions and answers below highlight only selected information from this proxy statement and only briefly address some commonly asked questions about the Stockholder Meeting (as defined below) and the proposals to be presented at the Stockholder Meeting. The following questions and answers do not include all the information that is important to BMAC stockholders. Stockholders are urged to read carefully this entire proxy statement, including the other documents referred to herein, to fully understand the proposals to be presented at the Stockholder Meeting and the voting procedures for the Stockholder Meeting, which will be held on October 19, 2022, at 10:00 a.m., Eastern Time. The Stockholder Meeting will be held as a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned (the “Stockholder Meeting”). You can participate in the meeting, vote, and submit questions via live webcast by visiting https://www.cstproxy.com/bmaq/2022.
Q:
Why am I receiving this proxy statement?
A:
BMAC is a blank check company incorporated as a Delaware corporation and 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.
Following the closing of BMAC’s initial public offering on October 21, 2021 (the “IPO”) and the full exercise of the underwriters’ over-allotment, $115,000,000 ($10.00 per unit offered in the IPO (the “Units”)) from the net proceeds of the sale of the Units in the IPO and the sale of private placement units (the “Private Placement Units”) to Jupiter Sponsor LLC, a Delaware limited liability company (the “Sponsor”) was placed in a trust account established at the consummation of the IPO that holds the proceeds of the IPO (the “Trust Account”).
Like most blank check companies, BMAC’s amended and restated certificate of incorporation (the “Certificate of Incorporation”) provides for the return of the IPO proceeds held in trust to the holders of shares of common stock, par value $0.0001 per share (the “Common Stock”), issued as part of the Units (the “Public Stock”) if there is no qualifying business combination(s) consummated on or before October 21, 2022 (the “Original Termination Date”).
Without the Charter Extension (as defined below), BMAC believes that BMAC might not, despite its best efforts, be able to complete its initial business combination (a “Business Combination”) on or before October 21, 2022. BMAC believes that it is in the best interests of BMAC’s stockholders to continue BMAC’s existence until July 21, 2023 in order to allow BMAC additional time to complete a Business Combination and is therefore holding this Stockholder Meeting.
Q:
When and where will the Stockholder Meeting be held?
A:
The Stockholder Meeting will be held on October 19, 2022, at 10:00 a.m., Eastern Time, as a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned.
In view of the ongoing novel coronavirus (“COVID-19”) global pandemic, we are taking precautionary measures and therefore are planning for the Stockholder Meeting to be held virtually over the internet. We encourage you to attend the Stockholder Meeting virtually. You can participate in the meeting, vote, and submit questions via live webcast by visiting https://www.cstproxy.com/bmaq/2022. Please see “Questions and Answers about the Stockholder Meeting — How do I attend the virtual Stockholder Meeting?” for more information.
Q:
How do I vote?
A:
If you were a holder of record of shares of Public Stock on the Record Date, you may vote with respect to the proposals electronically, or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.
Voting by Mail. By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals named on the proxy card to vote your shares at the Stockholder Meeting in the manner you indicate. You are encouraged to sign and return the proxy card