THE EXTENSION AMENDMENT PROPOSAL AND THE TRUST AMENDMENT PROPOSAL
Background
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 January 15,
2021.
On March 8, 2021, we consummated our IPO of 30,000,000 public shares, excluding additional public shares sold pursuant to the
full exercise of the underwriters option to purchase additional public shares to cover over-allotments. On March 8, 2021, concurrently with our IPO, the underwriters exercised in full their over-allotment option to purchase an additional
4,500,000 shares. The shares were sold at a price of $10.00 per share, generating gross proceeds of $345,000,000. Simultaneously with the consummation of the IPO, we completed the private sale of an aggregate of 990,000 private placement shares to
our Sponsor at a purchase price of $10.00 per share, generating gross proceeds of $9,900,000.
A total of $345,000,000 of the net proceeds
from our initial public offering were deposited in a trust account established for the benefit of the Companys 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 February 10, 2023, 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.
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