THE EXTENSION AMENDMENT PROPOSAL AND THE TRUST AMENDMENT PROPOSAL
We are a blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. We were incorporated in Delaware on March 24, 2021. In connection with our formation, we issued an aggregate of 5,750,000 founder shares to the initial stockholders for an aggregate purchase price of $25,000, or approximately $0.004 per share. The initial stockholders forfeited an aggregate of 750,000 founder shares following the expiration of the underwriter’s unexercised over-allotment option in connection with the IPO. Certain qualified institutional buyers or institutional accredited investors (including certain funds managed by UBS O’Connor, LLC) which are not affiliated with us, our Sponsor, our directors or any member of our management team purchased an aggregate of 19,800,000 units in the IPO. In consideration of the purchase of units in the IPO, our Sponsor entered into an investment agreement with each of the anchor investors (other than those funds managed by UBS O’Connor) (together, the “public anchor investors”) pursuant to which the Sponsor sold an aggregate of 1,350,000 founder shares at their original purchase price of approximately $0.004 per share.
On October 4, 2021, we consummated our IPO of 20,000,000 units. Each unit consists of one share of Class A common stock and one-half of one redeemable public warrant, with each whole warrant entitling the holder thereof to purchase one share of Class A common stock for $11.50 per share. The units were sold at a price of $10.00 per unit, generating gross proceeds of $200,000,000. Simultaneously with the consummation of the IPO, we completed the private sale of an aggregate of 7,600,000 private placement warrants to certain funds and accounts managed by our Sponsor as well as to Jefferies LLC at a price of $1.00 per warrant, generating gross proceeds of $7,600,000.
A total of $200,000,000 of the net proceeds from our initial public offering and the private placement were deposited in a trust account established for the benefit of the Company’s public stockholders.
The Extension Amendment and the Trust Amendment
The Company is proposing to amend its charter and the Trust Agreement to extend the date by which the Company must consummate a business combination to the Extended Date.
The sole purpose of the Extension Amendment Proposal and the Trust Amendment Proposal is to provide the Company with sufficient time to complete an initial business combination. Approval of the Extension Amendment Proposal and the Trust Amendment Proposal is a condition to the implementation of the Extension.
We are currently in active discussions with respect to a business combination. In the event that we enter into a definitive agreement for an initial business combination prior to the special meeting, we will issue a press release and file a Current Report on Form 8-K with the SEC announcing a proposed business combination.
On December 22, 2022, we signed a non-binding letter of intent with the Target. Completion of the business combination with the Target is subject to, among other matters, the completion of due diligence, the negotiation of a definitive agreement providing for the transaction, satisfaction of the conditions negotiated therein and approval of the transaction by our stockholders. While we intend to enter into a definitive agreement with the Target, there can be no assurance that a definitive agreement will be entered into or that the proposed transaction will be consummated.
If either the Extension Amendment Proposal or the Trust Amendment Proposal is not approved and the Company has not consummated an initial business combination within the Combination Period, the Company 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, and subject to having lawfully available funds therefor, redeem 100% of the outstanding public shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including any interest earned on the trust account deposits (which interest shall be net of taxes payable and expenses related to the administration of the trust account and after setting aside up to $100,000 to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our Board, in accordance with applicable law, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete an initial business combination within the Combination Period.