THE GENERAL MEETING
Date, Time and Place. For the purposes of the articles of association of HSAC2, the physical place of the meeting will be 40 10th Avenue, Floor 7, New York, NY 10014. The General Meeting will be held at 10:30 a.m., ET on July 26, 2022 virtually at:
www.virtualshareholdermeeting.com/HSAQ2022SM |
Voting Power; Record Date. You will be entitled to vote or direct votes to be cast at the General Meeting, if you owned Ordinary Shares at the close of business on June 27, 2022, the Record Date for the General Meeting. At the close of business on the Record Date, there were 20,450,000 outstanding Ordinary Shares each of which entitles its holder to cast one vote on the proposal. Company warrants do not carry voting rights.
Proxies; Board Solicitation. Your proxy is being solicited by the Board on the proposals being presented to shareholders at the General Meeting. No recommendation is being made as to whether you should elect to redeem your shares. Proxies may be solicited in person or by telephone. If you grant a proxy, you may still revoke your proxy and vote your shares in person at the General Meeting. Morrow Sodali LLC is assisting the Company in the proxy solicitation process for this General Meeting. The Company will pay that firm approximately $22,500 in fees, plus disbursements for such services.
Required Votes
The Extension Proposal must be approved by a special resolution under Cayman Islands law, being the affirmative vote of at least two-thirds of the Ordinary Shares who, being present in person (including virtually) or represented by proxy and entitled to vote at the General Meeting, vote at the General Meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, are not treated as votes cast and will have no effect on the proposals. As a result, if you abstain from voting on any of the proposals, your shares will be counted as present for purposes of establishing a quorum (if so present in accordance with the terms of our Existing Charter), but the abstention will have no effect on the outcome of such proposal.
The Sponsor and all of the Company’s directors, executive officers and their affiliates are expected to vote any Ordinary Shares owned by them in favor of the Extension Proposal. On the Record Date, they beneficially owned and were entitled to vote 4,480,000 Ordinary Shares, representing approximately 22% of the Company’s issued and outstanding Ordinary Shares.
The Company’s Sponsor, directors and executive officers beneficially owned 30,000 Public Shares in the aggregate as of the Record Date and may choose to purchase additional Public Shares in the open market and/or through negotiated private transactions after the date of this proxy statement. In the event that such purchases do occur, the purchasers may seek to purchase shares from shareholders who would otherwise have voted against the Extension Proposal and/or elected to redeem their shares. Any Public Shares so purchased will be voted in favor of the Extension Proposal.
The Adjournment Proposal must be approved by an ordinary resolution as a matter of Cayman Islands law, being the affirmative vote of the holders of a majority of the Ordinary Shares who, being present in person (including virtually) or represented by proxy and entitled to vote at the General Meeting, vote at the General Meeting.
Interests of the Company’s Directors and Officers
When you consider the recommendation of the Board, you should keep in mind that the Company’s executive officers and members of the Board have interests that may be different from, or in addition to, your interests as a shareholder. These interests include, among other things:
• | If the Extension Proposal is not approved and we do not consummate a business combination by August 6, 2022, the 4,000,000 Insider Shares which were acquired for an aggregate purchase price of $28,750 will be worthless (as the holders have waived liquidation rights with respect to such shares), as will the 1,500,000 private warrants that were acquired simultaneously with the IPO for an aggregate purchase price of $1,500,000. Such 4,000,000 Ordinary Shares had an aggregate market value of approximately $39,840,000 based on the closing price of $9.96 of the Ordinary Shares on Nasdaq on the Record Date. |
• | Our Sponsor has agreed that, if we liquidate the trust account prior to the consummation of a business combination, it will be liable to pay debts and obligations to target businesses or vendors or other entities |