UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the
Securities Exchange Act of 1934
Filed by the Registrant |
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Filed by a party other than the Registrant |
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Check the appropriate box:
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material under §240.14a-12 |
Landcadia Holdings IV, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
x |
No fee required. |
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Fee paid previously with preliminary materials |
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
PRELIMINARY PROXY STATEMENT - SUBJECT
TO COMPLETION, DATED AUGUST 14, 2023
LANDCADIA HOLDINGS IV, INC.
1510 West Loop South
Houston, Texas 77027
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON [●], 2023
TO THE STOCKHOLDERS OF LANDCADIA HOLDINGS IV,
INC.:
You are cordially invited
to attend the special meeting of stockholders of Landcadia Holdings IV, Inc. (the “Company,” “we,”
“us” or “our”), to be held at [●] a.m., Eastern Time, on [●], 2023. The
special meeting will be held virtually, at https://www.cstproxy.com/[●]. At the special meeting, the stockholders will
consider and vote upon the following proposals:
| 1. | To amend (the “Extension Amendment”) the Company’s Second Amended and
Restated Certificate of Incorporation, as amended (our “charter”) to extend the date by which the Company must
consummate a business combination (as defined below) (the “Extension”) from September 29, 2023 (the date which
is 30 months from the closing date of the Company’s initial public offering (the “IPO”) of our units
(the “units”) (such date, the “Current Outside Date”)) to March 24, 2024 (the date
which is 36 months from the effective date of its IPO registration statement (such date, the “Extended Date”))
(the “Extension Amendment Proposal”); |
| 2. | To amend (the “Redemption Limitation Amendment”) the charter to delete: (i)
the limitation that the Company shall not consummate a business combination if it would cause the Company’s net tangible assets
to be less than $5,000,001; and (ii) the limitation that the Company shall not redeem public shares (as defined below) in an amount that
would cause the Company’s net tangible assets to be less than $5,000,001 following such redemptions (the “Redemption
Limitation Amendment Proposal”); |
| 3. | To amend (the “Founder Share Amendment”) the charter to provide for the right
of a holder of Class B common stock of the Company, par value $0.0001 per share (the “founder shares” or “Class B
common stock”) to convert their shares of Class B common stock into shares of Class A common stock of the Company, par value
$0.0001 per share (the “public shares” or “Class A common stock”) on a one-to-one
basis at any time and from time to time at the election of the holder (the “Founder Share Amendment Proposal”);
and |
| 4. | To approve the adjournment of the special meeting of stockholders to a later date or dates, if necessary
or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes to approve, or otherwise
in connection with, the other proposals or if we determine that additional time is necessary to effectuate the Extension (the “Stockholder
Adjournment Proposal”). |
Each of the Extension Amendment
Proposal, the Redemption Limitation Amendment Proposal, the Founder Share Amendment Proposal and the Stockholder Adjournment Proposal
is more fully described in the accompanying proxy statement. The special meeting will be a completely virtual meeting of stockholders,
which will be conducted via live webcast. You will be able to attend and participate in the special meeting online by visiting https://www.cstproxy.com/[●].
Please see “Questions and Answers about the Special Meetings — How do I attend the special meetings, and will
I be able to ask questions?” for more information.
THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” the Extension Amendment Proposal, “FOR” the Redemption
Limitation Amendment Proposal, “FOR” the Founder Share Amendment Proposal and, if presented, “FOR” the Stockholder
Adjournment Proposal.
The sole purpose of the
Extension Amendment Proposal is to provide the Company with additional time to complete a merger, capital stock exchange, asset acquisition,
stock purchase reorganization or similar business combination (a “business combination”). The Company’s
prospectus for its IPO and its charter initially provided that the Company had until March 29, 2023 (or 24 months after the closing
date of its IPO) to complete a business combination. On December 22, 2022, the Company’s stockholders approved an amendment to
the charter to extend the time the Company has to complete a business combination to September 29, 2023 (the “Combination
Period”). The Company’s board of directors (the “Board”)
currently believes that there will not be sufficient time within the Combination Period to complete a business combination. Accordingly,
the Board has determined that it is in the best interests of the Company’s stockholders to extend the Current Outside Date to the
Extended Date, March 24, 2024.
The
purpose of the Redemption Limitation Amendment Proposal is to eliminate the requirement that the Company have at least $5,000,001 in tangible
net assets (as determined in accordance with Rule 3a51-1(g)(1) under the Securities Exchange Act of 1934, as amended
(“Exchange Act”)) in order to consummate the Extension and the business combination. Unless the Redemption Limitation
Amendment Proposal is approved, we will not proceed with the Extension if redemptions of the public shares would cause the Company to
exceed the Redemption Limitation. Further, if the Redemption Limitation Amendment Proposal is not approved and there are significant requests
for redemption such that the Redemption Limitation would be exceeded, the Redemption Limitation would prevent the Company from being able
to consummate a business combination. The Company believes that the Redemption Limitation is not needed. The purpose of such limitation
was initially to ensure that the Company did not become subject to the SEC’s “penny stock” rules. Because the public
shares would not be deemed to be “penny stock” as such securities are listed on a national securities exchange, the Company
is presenting the Redemption Limitation Amendment Proposal to facilitate the consummation of the Extension and a business combination.
The
purpose of the Founder Share Amendment Proposal is to allow the holders of Class B common stock to convert their shares of Class B
common stock into shares of Class A common stock, on a one-for-one basis, at any point in time prior to the business combination.
Such conversions would give the Company further flexibility to retain stockholders and meet the continued listing requirements of the
Nasdaq Stock Market (“Nasdaq”) following any stockholder redemptions in connection with the Extension.
The purpose of the Stockholder
Adjournment Proposal is to allow the Company to adjourn the special meeting to a later date or dates if we determine that additional time
is necessary to permit further solicitation and vote of proxies in the event that there are insufficient votes to approve the other proposals
or if we determine that additional time is necessary to effectuate the Extension.
The affirmative vote of 65%
of the Company’s outstanding Class A common stock and Class B common stock, voting together as a single class, will be
required to approve the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal. Approval of the Founder Share Amendment
Proposal requires both (x) the affirmative vote of a majority of the Company’s outstanding common stock voting together as a single
class and (y) the affirmative vote of a majority of the outstanding Class B common stock voting as a separate class. Approval of the Stockholder
Adjournment Proposal requires the affirmative vote of the majority of the votes cast by stockholders represented in person (including
virtually) or by proxy at the special meeting of stockholders.
As of the record date (as defined
below), the Company’s founder shares represent approximately 90.2% of the Company’s outstanding common stock and 100% of the
founder shares are held by TJF, LLC (“TJF”) and Jefferies US Holdings LLC (“JUSH”).
Accordingly, TJF and JUSH will be able to approve each of the proposals presented at the special meeting of stockholders even if no public
shares are voted in favor of such proposal. Approval of the Extension Amendment Proposal is a condition to implementing the Extension,
approval of the Founder Share Amendment Proposal is a condition to implementing the Founder Share Amendment, and approval of the Redemption
Limitation Amendment Proposal is a condition to implementing the Redemption Limitation Amendment. Additionally, the Founder Share Amendment
Proposal and the Redemption Limitation Amendment Proposal are cross-conditioned on the approval of the Extension Amendment Proposal. The
Extension Amendment Proposal and the Stockholder Adjournment Proposal are not conditioned on the approval of any other proposal. In addition,
unless the Redemption Limitation Amendment Proposal is approved, the Company will not proceed
with the Extension if the number of redemptions of our public shares would cause the Company to have less than $5,000,001 of net tangible
assets following implementation of the Extension Amendment.
Our Board has fixed the
close of business on [●], 2023 as the record date (the “record date”) for determining the
Company’s stockholders entitled to receive notice of and vote at the special meeting of stockholders and any adjournment
thereof. Only holders of record of the Company’s common stock on that date are entitled to have their votes counted at the
special meeting or any adjournment thereof. A complete list of stockholders of record entitled to vote at the special meeting of
stockholders will be available for ten days before the special meeting at the Company’s principal executive offices for
inspection by stockholders during ordinary business hours for any purpose germane to the special meeting.
In connection with the Extension
Amendment Proposal, if approved by the requisite vote of stockholders and the Extension Amendment is implemented by the Board, holders
of public shares (the “public stockholders”) may elect to redeem their public shares for a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the trust account established by the Company in connection with its
IPO (the “trust account”) as of two business days prior to such approval, including any interest earned on the
funds held in the trust account (which interest shall be net of taxes payable), divided by the number of then outstanding public shares
(the “Election”), regardless of whether or how such public stockholders vote on the Extension Amendment Proposal.
However, the Company may not redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001.
If the Extension Amendment Proposal is approved by the requisite vote of stockholders, the remaining holders of public shares will retain
the opportunity to have their public shares redeemed in conjunction with the consummation of a business combination, subject to any limitations
set forth in our charter, as amended. In addition, public stockholders who vote for the Extension Amendment Proposal and do not make the
Election would be entitled to have their public shares redeemed for cash if the Company has not completed a business combination by the
Extended Date.
The Company estimates that
the per-share price at which the public shares may be redeemed from cash held in the trust account will be approximately $[●] at
the time of the special meeting. The closing price of the Company’s Class A common stock on Nasdaq on [●], 2023, the
record date of the special meeting, was $[●]. Accordingly, if the market price were to remain the same until the date of the special
meeting, exercising redemption rights would result in a public stockholder receiving approximately $[●] more than if such stockholder
sold the public shares in the open market. The Company cannot assure public stockholders that they will be able to sell their public shares
in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient
liquidity in its securities when such stockholders wish to sell their shares.
The Stockholder Adjournment
Proposal, if adopted, will allow our Board to adjourn the special meeting to a later date or dates, if necessary or appropriate, to permit
further solicitation of proxies. The Stockholder Adjournment Proposal will only be presented to our stockholders in the event that there
are insufficient votes for, or otherwise in connection with, the approval of the other proposals, or if we determine that additional time
is necessary to effectuate the Extension.
If the Extension Amendment
Proposal is not approved or if the Extension Amendment is approved but not implemented and the Company does not consummate a business
combination by the Current Outside Date, in accordance with our charter, 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 public shares, at a per-share price, payable in cash, equal to the aggregate amount
then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to
us to pay our taxes (less up to $100,000 of interest 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
liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval
of the remaining stockholders and our Board, liquidate and dissolve, 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, including the warrants included in the units sold in the IPO (the “public warrants”),
which will expire worthless if we fail to complete an initial business combination within the Combination Period.
The Company is also
holding a special meeting of the holders of its public warrants (the “public warrantholders”) where our
public warrantholders will be asked to consider and vote on a proposal, which we refer to as the “Warrant Amendment
Proposal,” to approve an amendment to the Warrant Agreement, dated as of March 24, 2021 (the “Warrant
Agreement”), between the Company and Continental Stock Transfer & Trust Company, to provide for the conversion,
upon the consummation of a business combination, of all of the 12,500,000 outstanding public warrants into the right to receive
$[●] per public warrant, payable in cash or shares of the Company’s common stock (valued at $10.00 per share), at the
discretion of the Company, which the Company believes will increase the Company’s strategic opportunities and attractiveness
to potential target businesses and future investors by eliminating the dilutive impact of the warrants. If
the Warrant Amendment Proposal is approved, the warrants issued in the private placement simultaneously with the Company’s IPO
(the “private placement warrants” and together with the public warrants, the
“warrants”) will be converted in the same manner as the public warrants. If the Extension Amendment
Proposal is not approved or if the Extension Amendment is approved but not implemented and/or the Company does not consummate a
business combination by the date specified in the charter, our warrants will expire worthless. If the Extension Amendment Proposal
is approved by the stockholders and the Warrant Amendment Proposal is not approved by the public warrantholders, then the warrants
will remain outstanding under the current Warrant Agreement and will not be converted into cash and/or shares of common stock as
described above.
You are not being asked
to vote on a business combination at this time. If the Extension Amendment is implemented and you do not elect to redeem your public shares
in connection with the Extension, provided that you are a stockholder on the record date for a meeting to consider a business combination,
you will retain the right to vote on a business combination when it is submitted to stockholders and the right to redeem your public shares
for a pro rata portion of the trust account in the event a business combination is approved and completed or the Company has not
consummated a business combination by the Extended Date.
After careful consideration
of all relevant factors, our Board has determined that the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal,
the Founder Share Amendment Proposal and, if presented, the Stockholder Adjournment Proposal are each advisable and recommends that you
vote or give instruction to vote “FOR” the Extension Amendment Proposal, “FOR” the Redemption Limitation Amendment
Proposal, “FOR” the Founder Share Amendment Proposal and, if presented, “FOR” the Stockholder Adjournment Proposal.
Enclosed is the proxy statement
containing detailed information concerning the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal, the Founder
Share Amendment Proposal, the Stockholder Adjournment Proposal and the special meeting of stockholders. Whether or not you plan to attend
the special meeting, the Company urges you to read this material carefully and vote your shares.
On behalf of our board of directors,
we would like to thank you for your support of Landcadia Holdings IV, Inc.
[●], 2023 |
|
By Order of the Board of Directors, |
|
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Tilman J. Fertitta, Co-Chairman and
Chief Executive Officer |
|
Richard Handler, Co-Chairman and President |
Your vote is important.
If you are a stockholder of record, please sign, date and return your proxy card as soon as possible to make sure that your shares are
represented at the special meeting. If you are a stockholder of record, you may also cast your vote virtually at the special meeting.
If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank how to vote your shares, or you
may cast your vote virtually at the special meeting by obtaining a proxy from your brokerage firm or bank. Your failure to vote or instruct
your broker or bank how to vote will have the same effect as voting against the Extension Amendment Proposal, the Redemption Limitation
Amendment Proposal and the Founder Share Amendment Proposal, and an abstention will have the same effect as voting against the Extension
Amendment Proposal, the Redemption Limitation Amendment Proposal and the Founder Share Amendment Proposal. Abstentions will be counted
in connection with the determination of whether a valid quorum is established but will have no effect on the outcome of the Stockholder
Adjournment Proposal.
Important Notice Regarding
the Availability of Proxy Materials for the Special Meeting of Stockholders to be held on [●], 2023: This notice of meeting
and the accompanying proxy statement are available at https://www.cstproxy.com/[●].
TO EXERCISE YOUR
REDEMPTION RIGHTS, YOU MUST (1) IF YOU HOLD PUBLIC SHARES THROUGH UNITS, ELECT TO SEPARATE YOUR UNITS INTO THE UNDERLYING
PUBLIC SHARES AND PUBLIC WARRANTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES, (2) SUBMIT A
WRITTEN REQUEST TO THE TRANSFER AGENT BY 5:00 P.M. ON [●], 2023, THE DATE THAT IS TWO BUSINESS DAYS PRIOR TO THE
SCHEDULED VOTE AT THE SPECIAL MEETING OF STOCKHOLDERS, THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH, INCLUDING THE LEGAL NAME, PHONE
NUMBER, AND ADDRESS OF THE BENEFICIAL OWNER OF THE SHARES FOR WHICH REDEMPTION IS REQUESTED, AND (3) DELIVER YOUR SHARES OF
CLASS A COMMON STOCK TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT
WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE ACCOMPANYING
PROXY STATEMENT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO
WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.
LANDCADIA HOLDINGS IV,
INC.
1510 West Loop South
Houston, Texas 77027
NOTICE OF SPECIAL MEETING
OF PUBLIC WARRANTHOLDERS
TO BE HELD ON [●],
2023
TO THE PUBLIC WARRANTHOLDERS OF LANDCADIA HOLDINGS IV, INC.:
You are cordially invited
to attend the special meeting of public warrantholders of Landcadia Holdings IV, Inc. (the “Company,” “we,”
“us” or “our”), to be held at [●] a.m., Eastern Time, on [●], 2023. The
special meeting will be held virtually, at https://www.cstproxy.com/[●]. At the special meeting, the public warrantholders
will consider and vote upon the following proposals:
| 1. | To approve an amendment to the Warrant Agreement, dated as of March 24, 2021 (the “Warrant
Agreement”), between the Company and Continental Stock Transfer & Trust Company, to provide for the conversion, upon
the consummation of a business combination, of all of the 12,500,000 outstanding warrants (the “public warrants”)
issued as part of the units (the “units”) in the Company’s initial public offering (the “IPO”)
into the right to receive $[●] per public warrant, payable in cash or shares of the Company’s common stock (valued at $10.00
per share), at the discretion of the Company, which the Company believes will increase the Company’s strategic opportunities and
attractiveness to potential target businesses and future investors by eliminating the dilutive impact of the warrants (the “Warrant
Amendment Proposal”); and |
| 2. | To approve the adjournment of the special meeting of public warrantholders to a later date or dates, if
necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes to approve,
or otherwise in connection with, the Warrant Amendment Proposal or if we determine that additional time is necessary to approve the Warrant
Amendment Proposal (the “Warrantholder Adjournment Proposal”). |
If the Warrant Amendment
Proposal is approved, the warrants issued in the private placement simultaneously with the Company’s IPO (the “private
placement warrants” and together with the public warrants, the “warrants”) will be converted in
the same manner as the public warrants.
The Company is also holding
a special meeting of stockholders to consider and vote upon (a) a proposal to amend (the “Extension Amendment”)
the Company’s Second Amended and Restated Certificate of Incorporation, as amended (our “charter”) to
extend the date by which the Company must consummate a business combination (as defined herein) (the “Extension”)
from September 29, 2023 (the date which is 30 months from the closing date of the Company’s IPO (such date, the “Current
Outside Date”)) to March 24, 2024 (the date which is 36 months from the effective date of its IPO registration statement
(such date, the “Extended Date”)) (the “Extension Amendment Proposal”); (b) a proposal
to amend the charter to delete: (i) the limitation that the Company shall not consummate a business combination if it would cause the
Company’s net tangible assets to be less than $5,000,001; and (ii) the limitation that the Company shall not redeem public shares
(as defined below) in an amount that would cause the Company’s net tangible assets to be less than $5,000,001 following such redemptions
(the “Redemption Limitation Amendment Proposal”); (c) a proposal to amend (the “Founder Share Amendment”)
the charter to provide for the right of a holder of Class B common stock of the Company, par value $0.0001 per share (the “founder
shares” or “Class B common stock”) to convert their shares of Class B common stock into shares
of Class A common stock of the Company, par value $0.0001 per share (the “public shares” or “Class
A common stock”) on a one-to-one basis at any time and from time to time at the election of the holder (the “Founder
Share Amendment Proposal”); and (d) a proposal to approve the adjournment of the special meeting of stockholders to a later
date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient
votes to approve, or otherwise in connection with, the other proposals or if we determine that additional time is necessary to effectuate
the Extension (the “Stockholder Adjournment Proposal”).
Given that a meaningful
number of public shares have been and may be redeemed in connection with the Extension Amendment proposed at the special meeting of
stockholders, the board of directors (the “Board”) believes that is in the Company’s best interest
to eliminate the dilutive impact of the warrants. Otherwise, the Board believes that the number of shares underlying the warrants in
proportion to the total capitalization would make the Company unattractive to potential target businesses and investors. The Board
believes that, by eliminating the dilutive impact of the warrants, the Warrant Amendment Proposal will increase the Company’s
opportunities and attractiveness to potential target businesses.
Our Board has fixed the close
of business on [●], 2023 as the record date (the “record date”) for determining the Company’s public
warrantholders entitled to receive notice of and vote at the special meeting of public warrantholders and any adjournment thereof. Only
holders of record of the Company’s public warrants on that date are entitled to have their votes counted at the special meeting
of public warrantholders or any adjournment thereof.
Under the terms of the Warrant
Agreement, the affirmative vote of 50% of the Company’s outstanding public warrants will be required to approve the Warrant Amendment
Proposal. Approval of the Warrantholder Adjournment Proposal requires the affirmative vote of the majority of the votes cast by public
warrantholders represented in person (including virtually) or by proxy at the special meeting of public warrantholders.
If the Warrant Amendment
Proposal is approved, TJF and JUSH, as holders of all of the outstanding private placement warrants, have agreed to provide their written
consent to amend the Warrant Agreement to convert the private placement warrants in the same manner as the public warrants.
If the Extension Amendment
Proposal is not approved or if the Extension Amendment is approved but not implemented and/or the Company does not consummate a business
combination by the date specified in the charter, our warrants will expire worthless. If the Extension Amendment Proposal is approved
by the stockholders and the Warrant Amendment Proposal is not approved by the public warrantholders, then the warrants will remain outstanding
under the current Warrant Agreement and will not be converted into cash and/or shares of common stock as described above.
After careful consideration
of all relevant factors, our Board has determined that the Warrant Amendment Proposal and, if presented, the Warrantholder Adjournment
Proposal are each advisable and recommends that you vote or give instruction to vote “FOR” the Warrant Amendment Proposal
and, if presented, “FOR” the Warrantholder Adjournment Proposal.
Enclosed is the proxy statement
containing detailed information concerning the Warrant Amendment Proposal, the Warrantholder Adjournment Proposal and the special meeting
of public warrantholders. Whether or not you plan to attend the special meeting, the Company urges you to read this material carefully
and vote your public warrants.
On behalf of our board of directors,
we would like to thank you for your support of Landcadia Holdings IV, Inc.
|
|
|
Tilman J. Fertitta, Co-Chairman and
Chief Executive Officer |
|
Richard Handler, Co-Chairman and President |
Your vote is important.
If you are a public warrantholder of record, please sign, date and return your proxy card as soon as possible to make sure that your public
warrants are represented at the special meeting. If you are a public warrantholder of record, you may also cast your vote virtually at
the special meeting. If your public warrants are held in an account at a brokerage firm or bank, you must instruct your broker or bank
how to vote your public warrants, or you may cast your vote virtually at the special meeting by obtaining a proxy from your brokerage
firm or bank. Your failure to vote or instruct your broker or bank how to vote will have the same effect as voting against the Warrant
Amendment Proposal, and an abstention will have the same effect as voting against the Warrant Amendment Proposal. Abstentions will be
counted in connection with the determination of whether a valid quorum is established but will have no effect on the outcome of the Warrant
Adjournment Proposal.
Important Notice Regarding
the Availability of Proxy Materials for the Special Meeting of Public Warrantholders to be held on [●], 2023: This notice of
meeting and the accompanying proxy statement are available at https://www.cstproxy.com/[●].
LANDCADIA HOLDINGS IV, INC.
1510 West Loop South
Houston, Texas 77027
PROXY STATEMENT FOR
THE SPECIAL MEETING OF STOCKHOLDERS AND
THE SPECIAL MEETING OF PUBLIC WARRANTHOLDERS
TO BE HELD ON [●], 2023
The special meeting of stockholders
and the special meeting of public warrantholders of Landcadia Holdings IV, Inc. (the “Company,” “we,”
“us” or “our”), a Delaware corporation, will be held at [●] a.m. and [●]
a.m., Eastern Time, respectively, on [●], 2023. The special meetings will be held virtually, at https://www.cstproxy.com/[●].
At the special meeting of stockholders,
the stockholders will consider and vote upon the following proposals:
| 1. | To amend (the “Extension Amendment”) the Company’s Second Amended and
Restated Certificate of Incorporation, as amended (our “charter”) to extend the date by which the Company must
consummate a business combination (as defined below) (the “Extension”) from September 29, 2023 (the date which
is 30 months from the closing date of the Company’s initial public offering (the “IPO”) of our units
(the “units”) (such date, the “Current Outside Date”)) to March 24, 2024 (the date
which is 36 months from the effective date of its IPO registration statement (such date, the “Extended Date”))
(the “Extension Amendment Proposal”); |
| 2. | To amend (the “Redemption Limitation Amendment”) the charter to delete: (i)
the limitation that the Company shall not consummate a business combination if it would cause the Company’s net tangible assets
to be less than $5,000,001; and (ii) the limitation that the Company shall not redeem public shares (as defined below) in an amount that
would cause the Company’s net tangible assets to be less than $5,000,001 following such redemptions (the “Redemption
Limitation Amendment Proposal”); |
| 3. | To amend (the “Founder Share Amendment”) the charter to provide for the right
of a holder of Class B common stock of the Company, par value $0.0001 per share (the “founder shares” or “Class B
common stock”) to convert their shares of Class B common stock into shares of Class A common stock of the Company, par value
$0.0001 per share (the “public shares” or “Class A common stock”) on a one-to-one
basis at any time and from time to time at the election of the holder (the “Founder Share Amendment Proposal”);
and |
| 4. | To approve the adjournment of the special meeting of stockholders to a later date or dates, if necessary
or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes to approve, or otherwise
in connection with, the other proposals or if we determine that additional time is necessary to effectuate the Extension (the “Stockholder
Adjournment Proposal”). |
Each of the Extension Amendment
Proposal, the Redemption Limitation Amendment Proposal, the Founder Share Amendment Proposal and the Stockholder Adjournment Proposal
is more fully described herein. The sole purpose of the Extension Amendment Proposal is to provide the Company with additional time to
complete a merger, capital stock exchange, asset acquisition, stock purchase reorganization or similar business combination (a “business
combination”). The Company’s prospectus for its IPO and its charter initially provided that the Company had until
March 29, 2023 (or 24 months after the closing date of its IPO) to complete a business combination. On December 22, 2022, the Company’s
stockholders approved an amendment to the charter to extend the time the Company has to complete a business combination to September 29,
2023 (the “Combination Period”). The Company’s board of directors (the “Board”)
currently believes that there will not be sufficient time within the Combination Period to complete a business combination. Accordingly,
the Board has determined that it is in the best interests of the Company’s stockholders to extend the Current Outside Date to the
Extended Date, March 24, 2024.
The
purpose of the Redemption Limitation Amendment Proposal is to eliminate the requirement that the Company have at least $5,000,001 in
tangible net assets (as determined in accordance with Rule 3a51-1(g)(1) under the Securities Exchange Act
of 1934, as amended (the “Exchange Act”)) in order to consummate the Extension and the business
combination. Unless the Redemption Limitation Amendment Proposal is approved, we will not proceed with the Extension if redemptions
of the public shares would cause the Company to exceed the Redemption Limitation. Further, if the Redemption Limitation Amendment
Proposal is not approved and there are significant requests for redemption such that the Redemption Limitation would be exceeded,
the Redemption Limitation would prevent the Company from being able to consummate a business combination. The Company believes that
the Redemption Limitation is not needed. The purpose of such limitation was initially to ensure that the Company did not become
subject to the SEC’s “penny stock” rules. Because the public shares would not be deemed to be “penny
stock” as such securities are listed on a national securities exchange, the Company is presenting the Redemption Limitation
Amendment Proposal to facilitate the consummation of the Extension and a business combination.
The
purpose of the Founder Share Amendment Proposal is to allow the holders of Class B common stock to convert their shares of Class B
common stock into shares of Class A common stock, on a one-for-one basis, at any point in time prior to the business combination.
Such conversions would give the Company further flexibility to retain stockholders and meet the continued listing requirements of the
Nasdaq Stock Market (“Nasdaq”) following any stockholder redemptions in connection with the Extension.
The purpose of the Stockholder
Adjournment Proposal is to allow the Company to adjourn the special meeting to a later date or dates if we determine that additional time
is necessary to permit further solicitation and vote of proxies in the event that there are insufficient votes to approve the other proposals
or if we determine that additional time is necessary to effectuate the Extension.
The affirmative vote of 65%
of the Company’s outstanding Class A common stock and Class B common stock, voting together as a single class, will be
required to approve the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal. Approval of the Founder Share Amendment
Proposal requires both (x) the affirmative vote of a majority of the Company’s outstanding common stock voting together as a single
class and (y) the affirmative vote of a majority of the outstanding Class B common stock voting as a separate class. Approval of the Stockholder
Adjournment Proposal requires the affirmative vote of the majority of the votes cast by stockholders represented in person (including
virtually) or by proxy at the special meeting of stockholders.
As of the record date (as defined
below), the Company’s founder shares represent approximately 90.2% of the Company’s outstanding common stock and 100% of the
founder shares are held by TJF, LLC (“TJF”) and Jefferies US Holdings LLC (“JUSH”).
Accordingly, TJF and JUSH will be able to approve each of the proposals presented at the special meeting of stockholders even if no public
shares are voted in favor of such proposal. Approval of the Extension Amendment Proposal is a condition to implementing the Extension,
approval of the Founder Share Amendment Proposal is a condition to implementing the Founder Share Amendment, and approval of the Redemption
Limitation Amendment Proposal is a condition to implementing the Redemption Limitation Amendment. Additionally, the Founder Share Amendment
Proposal and the Redemption Limitation Amendment Proposal are cross-conditioned on the approval of the Extension Amendment Proposal. The
Extension Amendment Proposal and the Stockholder Adjournment Proposal are not conditioned on the approval of any other proposal. In addition,
unless the Redemption Limitation Amendment Proposal is approved, the Company will not proceed
with the Extension if the number of redemptions of our public shares would cause the Company to have less than $5,000,001 of net tangible
assets following implementation of the Extension Amendment.
At the special meeting of
public warrantholders, the public warrantholders will consider and vote upon the following proposals:
| 3. | To approve an amendment to the Warrant Agreement, dated as of March 24, 2021 (the “Warrant
Agreement”), between the Company and Continental Stock Transfer & Trust Company, to provide for the conversion, upon
the consummation of a business combination, of all of the 12,500,000 outstanding warrants (the “public warrants”)
issued as part of the units in the Company’s IPO into the right to receive $[●] per public warrant, payable in cash or shares
of the Company’s common stock (valued at $10.00 per share), at the discretion of the Company, which the Company believes will increase
the Company’s strategic opportunities and attractiveness to potential target businesses and future investors by eliminating the
dilutive impact of the warrants (the “Warrant Amendment Proposal”); and |
| 4. | To approve the adjournment of the special meeting of public warrantholders to a later date or dates, if
necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes to approve,
or otherwise in connection with, the Warrant Amendment Proposal or if we determine that additional time is necessary to approve the Warrant
Amendment Proposal (the “Warrantholder Adjournment Proposal”). |
If the Warrant Amendment
Proposal is approved, the warrants issued in the private placement simultaneously with the Company’s IPO (the “private
placement warrants” and together with the public warrants, the “warrants”) will be converted in
the same manner as the public warrants.
Given that a meaningful number
of public shares have been and may be redeemed in connection with the Extension Amendment proposed at the special meeting of stockholders,
the Board believes that is in the Company’s best interest to eliminate the dilutive impact of the warrants. Otherwise, the Board
believes that the number of shares underlying the warrants in proportion to the total capitalization would make the Company unattractive
to potential target businesses and investors. The Board believes that, by eliminating the dilutive impact of the warrants, the Warrant
Amendment Proposal will increase the Company’s opportunities and attractiveness to potential target businesses.
The purpose of the Warrantholder
Adjournment Proposal is to allow the Company to adjourn the special meeting of public warrantholders to a later date or dates if we determine
that additional time is necessary to permit further solicitation and vote of proxies in the event that there are insufficient votes to
approve the Warrant Amendment Proposal.
Under the terms of the Warrant
Agreement, the affirmative vote of 50% of the Company’s outstanding public warrants will be required to approve the Warrant Amendment
Proposal. Approval of the Warrantholder Adjournment Proposal requires the affirmative vote of the majority of the votes cast by public
warrantholders represented in person (including virtually) or by proxy at the special meeting of public warrantholders.
The special meetings will be
completely virtual and will be conducted via live webcast. You will be able to attend and participate in the special meetings online by
visiting https://www.cstproxy.com/[●]. Please see “Questions and Answers about the Special Meetings —
How do I attend the special meetings, and will I be able to ask questions?” for more information.
In connection with the Extension
Amendment Proposal, if approved by the requisite vote of stockholders and the Extension Amendment is implemented by the Board, holders
of public shares (the “public stockholders”) may elect to redeem their public shares for a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the trust account established by the Company in connection with its
IPO (the “trust account”) as of two business days prior to such approval, including any interest earned on the
funds held in the trust account (which interest shall be net of taxes payable), divided by the number of then outstanding public shares
(the “Election”), regardless of whether or how such public stockholders vote on the Extension Amendment Proposal.
However, the Company may not redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001.
If the Extension Amendment Proposal is approved by the requisite vote of stockholders, the remaining holders of public shares will retain
the opportunity to have their public shares redeemed in conjunction with the consummation of a business combination, subject to any limitations
set forth in our charter, as amended. In addition, public stockholders who vote for the Extension Amendment Proposal and do not make the
Election would be entitled to have their public shares redeemed for cash if the Company has not completed a business combination by the
Extended Date.
The withdrawal of funds from
the trust account in connection with the Election will reduce the amount held in the trust account following the Election, and the amount
remaining in the trust account after such withdrawal will be only a fraction of the $[●] (including interest, but less the funds
used to pay taxes) that was in the trust account as of the record date. In such event, the Company may still seek to obtain additional
funds to complete a business combination, and there can be no assurance that such funds will be available on terms acceptable to the parties
or at all.
The Company estimates
that the per-share price at which the public shares may be redeemed from cash held in the trust account will be approximately
$[●] at the time of the special meeting. The closing price of the Company’s Class A common stock on the Nasdaq
Stock Market (“Nasdaq”) on [●], 2023, the record date of the special meeting, was $[●].
Accordingly, if the market price were to remain the same until the date of the special meeting, exercising redemption rights would
result in a public stockholder receiving approximately $[●] more than if such stockholder sold the public shares in the open
market. The Company cannot assure public stockholders that they will be able to sell their public shares in the open market, even if
the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its
securities when such stockholders wish to sell their shares.
The Stockholder Adjournment
Proposal, if adopted, will allow our Board to adjourn the special meeting of stockholders to a later date or dates, if necessary or appropriate,
to permit further solicitation of proxies. The Stockholder Adjournment Proposal will only be presented to our stockholders in the event
that there are insufficient votes for, or otherwise in connection with, the approval of the other proposals, or if we determine that additional
time is necessary to effectuate the Extension.
If the Extension Amendment
Proposal is not approved or if the Extension Amendment is approved but not implemented and the Company does not consummate a business
combination by the Current Outside Date, in accordance with our charter, 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 public shares, at a per-share price, payable in cash, equal to the aggregate amount
then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to
us to pay our taxes (less up to $100,000 of interest 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
liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval
of the remaining stockholders and our Board, liquidate and dissolve, 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, including the public warrants, which will expire worthless if we fail to complete an initial business combination
within the Combination Period. Further, if the Extension Amendment Proposal is approved by the stockholders and the Warrant Amendment
Proposal is not approved by the public warrantholders, then the warrants will remain outstanding under the current Warrant Agreement and
will not be converted into cash and/or shares of common stock as described above.
TJF and Jefferies Financial
Group, Inc. (“JFG” and collectively with TJF, our “Sponsors”), our officers and directors
and JUSH have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect
to any founder shares and public shares they may hold in connection with a stockholder vote to approve an amendment to the Company’s
charter.
Our Sponsors have agreed that
they will be jointly and severally liable to the Company if and to the extent any claims by a third party for services rendered or products
sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality
or similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.00
per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust
account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability
will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies
held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity
of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended. However,
we have not asked our Sponsors to reserve for such indemnification obligations, nor have we independently verified whether our Sponsors
has sufficient funds to satisfy their indemnity obligations. Therefore, we cannot assure that our Sponsors would be able to satisfy those
obligations. None of our officers or directors will indemnify us for claims by third parties, including, without limitation, claims by
vendors and prospective target businesses.
Under the Delaware
General Corporation Law (the “DGCL”), stockholders may be held liable for claims by third parties against
a corporation to the extent of distributions received by them in a dissolution. If the corporation complies with certain procedures
set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including
a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the
corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to
stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such
stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the
stockholder would be barred after the third anniversary of the dissolution.
However, because the Company
will not be complying with Section 280 of the DGCL, Section 281(b) of the DGCL requires the Company to adopt a plan, based on
facts known to the Company at such time that will provide for our payment of all existing and pending claims or claims that may be potentially
brought against the Company within the subsequent ten years following our dissolution. However, because the Company is a blank check
company, rather than an operating company, and our operations have been limited to searching for prospective target businesses to acquire,
the only likely claims to arise would be from our vendors (such as lawyers, investment bankers, etc.) or prospective target businesses.
If the Extension Amendment
Proposal is approved and the Extension Amendment is implemented, such approval will constitute consent for the Company to (i) remove
from the trust account an amount (the “Withdrawal Amount”) equal to the number of public shares properly redeemed
multiplied by the per-share price, equal to the aggregate amount then on deposit in the trust account as of two business days prior to
such approval, including any interest earned on the funds held in the trust account (which interest shall be net of taxes payable), divided
by the number of then outstanding public shares and (ii) deliver to the holders of such redeemed public shares their portion of the
Withdrawal Amount. The remainder of such funds shall remain in the trust account and be available for use by the Company to complete a
business combination on or before the Extended Date. Holders of public shares who do not redeem their public shares now will retain their
redemption rights and their ability to vote on a business combination through the Extended Date if the Extension Amendment Proposal is
approved and the Extension Amendment is implemented.
Our Board has fixed the close
of business on [●], 2023 as the record date (the “record date”) for determining the Company stockholders
and public warrantholders entitled to receive notice of and vote at the special meetings. Only holders of record of the Company’s
common stock and public warrants, as applicable, at the close of business on the record date are entitled to have their votes counted
at the special meetings or any adjournment thereof. On the record date, there were [1,357,537] outstanding shares of the Company’s
Class A common stock and 12,500,000 outstanding shares of the Company’s Class B common stock, which vote together as a
single class with respect to the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal, the Founder Share Amendment
Proposal and the Stockholder Adjournment Proposal. The Company’s stockholders do not have voting rights in connection with either
the Warrant Agreement Amendment or, if presented, the Warrantholder Adjournment Proposal. In addition, there were [12,500,000] outstanding
public warrants on the record date entitled to vote on the Warrant Agreement Amendment and the Warrantholder Adjournment Proposal. The
Company’s warrants do not have voting rights or redemption rights in connection with the Extension Amendment Proposal, the Redemption
Limitation Amendment Proposal, the Founder Share Amendment Proposal, or, if presented, the Stockholder Adjournment Proposal.
This proxy statement contains
important information about the special meetings of stockholders and public warrantholders and the proposals. Please read it carefully
and vote your shares at the special meeting of stockholders and vote your warrants at the special meeting or warrantholders.
This proxy statement is dated
[●], 2023 and is first being mailed to stockholders and public warrantholders on or about [●], 2023.
TABLE OF CONTENTS
FORWARD-LOOKING STATEMENTS
The statements contained in
this proxy statement that are not purely historical are “forward-looking statements.” Our forward-looking statements include,
but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies
regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or
circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,”
“continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,”
“plan,” “possible,” “potential,” “predict,” “project,” “should,”
“would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that
a statement is not forward-looking. Forward-looking statements in this proxy statement may include, without limitation, statements about:
| · | our ability to complete a business combination; |
| · | the anticipated benefits of any business combination; |
| · | our executive officers and directors allocating their time to other businesses and potentially having
conflicts of interest with our business or in approving a business combination, as a result of which they would then receive expense reimbursements
or other benefits; |
| · | our potential ability to obtain additional financing, if needed, to complete a business combination; |
| · | our public securities’ potential liquidity and trading; |
| · | the use of proceeds not held in the trust account (as described herein) or available to us from interest
income on the trust account balance; or |
| · | our financial performance. |
The forward-looking statements contained in this
proxy statement are based on our current expectations and beliefs concerning future developments and their potential effects on us. There
can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve
a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance
to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include,
but are not limited to, those factors described under the heading “Risk Factors” and elsewhere in this proxy statement, and
under the heading “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed
with the United States Securities and Exchange Commission (the “SEC”) on April 25, 2023, our subsequent Quarterly
Reports on Form 10-Q, and any other documents filed by the Company with the SEC. Should one or more of these risks or uncertainties materialize,
or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking
statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future
events or otherwise, except as may be required under applicable securities laws.
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETINGS
These Questions and Answers
are only summaries of the matters they discuss. They do not contain all of the information that may be important to you. You should read
carefully the entire proxy statement, including the annexes to this proxy statement.
Why am I receiving this proxy statement?
This proxy statement and the
enclosed proxy card are being sent to you in connection with the solicitation of proxies by our Board for use at the special meeting of
stockholders and public warrantholders, or at any adjournments thereof. This proxy statement summarizes the information that you need
to make an informed decision on the proposals to be considered at the special meeting.
The Company is a blank check
company formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or
other similar business combination with one or more businesses or entities. On March 29, 2021, the Company consummated its IPO of
1,357,537 units, each consisting of one share of Class A common stock and one-fourth of one redeemable public warrant, generating
gross proceeds of $500,000,000. Simultaneously with the closing of the IPO, the Company consummated the sale of an aggregate of 8,333,333
private placement warrants at a price of $1.50 per warrant in a private placement to our Sponsors, generating gross proceeds to the Company
of $12,500,000.
Prior to the consummation of
the IPO, on August 13, 2020, JFG purchased 100% of our membership interest for $1,000. On January 28, 2021, we were converted
from a limited liability company to a corporation and issued 5,727,000 founder shares in lieu of membership rights to our member. Then
on February 2, 2021, we completed a 1:1.25 stock split of all founder shares, resulting in total shares issued and outstanding of
7,187,500, all owned by JFG. On February 5, 2021, we issued 7,187,500 founder shares to TJF for $10,000. An aggregate of 1,875,000
founder shares were forfeited because the underwriters did not exercise their over-allotment option. On December 1, 2021, JFG contributed
all 6,250,000 founder shares held by it to Jefferies Group LLC, a wholly owned subsidiary of JFG. Immediately thereafter, Jefferies Group
LLC contributed all 6,250,000 founder shares to JUSH, a wholly owned subsidiary of Jefferies Group LLC. As of the record date, JUSH and
TJF each owned 6,250,000 founder shares and 4,166,666 private placement warrants.
Following the closing of the
IPO, a total of $500,000,000, comprised of $490,000,000 of the proceeds from the IPO (which amount includes $17,500,000 of the underwriters’
deferred discount) and $10,000,000 of the proceeds of the sale of the private placement warrants, was placed in the trust account, which
was initially invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company
Act, with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under
the Investment Company Act which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on
the funds held in the trust account that may be released to us to pay our taxes, the proceeds from the IPO and the sale of the private
placement warrants will not be released from the trust account until the earliest of (i) the completion of our initial business combination,
(ii) the redemption of our public shares if we are unable to complete our initial business combination within the time specified
in our charter, subject to applicable law, and (iii) the redemption of our public shares properly submitted in connection with a
stockholder vote to amend our charter to modify the substance or timing of our obligation to redeem 100% of our public shares if we have
not consummated an initial business combination within the time specified in our charter or with respect to any other material provisions
relating to stockholders’ rights or pre-initial business combination activity. As of the record date, the Company had approximately
$[●] in the trust account.
The Company was unable to complete
a qualifying business combination by time specified in our initial charter, or March 29, 2023, and on December 22, 2022, the Company’s
stockholders approved an amendment to the charter to provide that the Company would have until September 29, 2023 to complete a business
combination. In connection with such amendment, the Company provided its public stockholders the opportunity to have their public shares
redeemed for a pro rata portion of the trust account and stockholders holding an aggregate of 48,642,463 public shares exercised their
right to redeem their shares at a redemption price of approximately $10.12 per share. As a result, approximately $492.2 million was removed
from the Company’s trust account.
Our Board has
determined that the Company will not be able to complete a business combination within the Combination Period. Accordingly, our
Board believes that it is in the best interests of the stockholders to continue the Company’s existence until the
Extended Date in order to allow the Company more time to complete a business combination.
Further, given that a meaningful
number of public shares have been and may be redeemed in connection with the Extension Amendment proposed at the special meeting of stockholders,
the Board believes that is in the Company’s best interest to eliminate the dilutive impact of the warrants. Otherwise, the Board
believes that the number of shares underlying the warrants in proportion to the total capitalization would make the Company unattractive
to potential target businesses and investors. The Board believes that, by eliminating the dilutive impact of the warrants, the Warrant
Amendment Proposal will increase the Company’s opportunities and attractiveness to potential target businesses.
What is being voted on?
The Company’s stockholders
are being asked to vote on each of the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal, the Founder Share Amendment
Proposal and, if presented, the Stockholder Adjournment Proposal, at the special meeting of stockholders. Such proposals are described
below:
| 1. | The Extension Amendment Proposal: To amend our charter to extend the date by which
the Company must consummate a business combination from the Current Outside Date, September 29, 2023 (the date which is 30 months from
the closing date of the IPO), to March 24, 2024 (the date which is 36 months from the effective date of its IPO registration statement); |
| 2. | The Redemption Limitation Amendment Proposal: To amend our charter to delete: (i) the limitation
that the Company shall not consummate a business combination if it would cause the Company’s net tangible assets to be less than
$5,000,001; and (ii) the limitation that the Company shall not redeem public shares in an amount that would cause the Company’s
net tangible assets to be less than $5,000,001 following such redemptions; |
| 3. | The Founder Share Amendment Proposal: To amend the charter to provide for the right of a holder
of Class B common stock to convert their shares of Class B common stock into shares of Class A common stock on a one-to-one basis at any
time and from time to time at the election of the holder; and |
| 4. | The Stockholder Adjournment Proposal: To approve the adjournment of the special
meeting of stockholders to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the
event that there are insufficient votes to approve, or otherwise in connection with, the other proposals or if we determine that additional
time is necessary to effectuate the Extension. |
The Company’s public
warrantholders are being asked to vote on each of the Warrant Amendment Proposal and, if presented, the Warrantholder Adjournment Proposal,
at the special meeting of public warrantholders. Such proposals are described below:
| 1. | The Warrant Amendment Proposal: To approve an amendment to the Warrant Agreement to
provide for the conversion, upon the consummation of a business combination, of all of the 12,500,000 outstanding public warrants into
the right to receive $[●] per public warrant, payable in cash or shares of the Company’s common stock (valued at $10.00 per
share), at the discretion of the Company, which the Company believes will increase the Company’s strategic opportunities and attractiveness
to potential target businesses and future investors by eliminating the dilutive impact of the warrants; and |
| 2. | The Warrantholder Adjournment Proposal: To approve the adjournment of the special
meeting of public warrantholders to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies
in the event that there are insufficient votes to approve, or otherwise in connection with, the Warrantholder Amendment Proposal. |
What are the purposes of the Extension Amendment Proposal,
the Redemption Limitation Amendment Proposal, the Founder Share Amendment Proposal and the Stockholder Adjournment Proposal?
The sole purpose of the Extension
Amendment Proposal is to provide the Company with additional time to complete a business combination.
The
purpose of the Redemption Limitation Amendment Proposal is to eliminate the requirement that the Company have at least $5,000,001 in
tangible net assets (as determined in accordance with Rule 3a51-1(g)(1) under the Exchange Act) in order to
consummate the Extension and the business combination. Unless the Redemption Limitation Amendment Proposal is approved, we
will not proceed with the Extension if redemptions of the public shares would cause the Company to exceed the Redemption Limitation.
Further, if the Redemption Limitation Amendment Proposal is not approved and there are significant requests for redemption such that
the Redemption Limitation would be exceeded, the Redemption Limitation would prevent the Company from being able to consummate a
business combination. The Company believes that the Redemption Limitation is not needed. The purpose of such limitation was
initially to ensure that the Company did not become subject to the SEC’s “penny stock” rules. Because the public
shares would not be deemed to be “penny stock” as such securities are listed on a national securities exchange, the
Company is presenting the Redemption Limitation Amendment Proposal to facilitate the consummation of the Extension and a business
combination.
The
purpose of the Founder Share Amendment Proposal is to allow the holders of Class B common stock to convert their shares of Class B
common stock into shares of Class A common stock, on a one-for-one basis, at any point in time prior to the business combination.
Such conversions would give the Company further flexibility to retain stockholders and meet the continued listing requirements of Nasdaq
following any stockholder redemptions in connection with the Extension.
The purpose of the Stockholder
Adjournment Proposal is to allow the Company to adjourn the special meeting to a later date or dates if we determine that additional time
is necessary to permit further solicitation and vote of proxies in the event that there are insufficient votes to approve the other proposals,
or if we determine that additional time is necessary to effectuate the Extension.
Approval of the Extension Amendment
Proposal is a condition to implementing the Extension, approval of the Founder Share Amendment Proposal is a condition to implementing
the Founder Share Amendment, and approval of the Redemption Limitation Amendment Proposal is a condition to implementing the Redemption
Limitation Amendment. Additionally, the Founder Share Amendment Proposal and the Redemption Limitation Amendment Proposal are cross-conditioned
on the approval of the Extension Amendment Proposal. The Extension Amendment Proposal and the Stockholder Adjournment Proposal are not
conditioned on the approval of any other proposal. In addition, unless the Redemption Limitation
Amendment Proposal is approved, the Company will not proceed with the Extension if the number of redemptions of our public shares
would cause the Company to have less than $5,000,001 of net tangible assets following implementation of the Extension Amendment.
If the Extension Amendment
is implemented, such approval will constitute consent for the Company to remove the Withdrawal Amount from the trust account, deliver
to the holders of redeemed public shares their portion of the Withdrawal Amount and retain the remainder of the funds in the trust account
for the Company’s use in connection with consummating the business combination on or before the Extended Date. If the Extension
Amendment Proposal is approved and the Extension Amendment is implemented, the removal of the Withdrawal Amount from the trust account
in connection with the Election will reduce the amount held in the trust account following the Election. The Company cannot predict the
amount that will remain in the trust account after such withdrawal and the amount remaining in the trust account will be only a fraction
of the $[●] (including interest but less the funds used to pay taxes) that was in the trust account as of the record date. In such
event, the Company may still seek to obtain additional funds to complete a business combination, and there can be no assurance that such
funds will be available on terms acceptable to the parties or at all.
If the Extension Amendment
Proposal is not approved or if the Extension Amendment is approved but not implemented and the Company has not consummated a business
combination by the Current Outside Date, 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 therefore,
redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account,
including interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000
of interest 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 liquidating distributions, if any), and (iii) as
promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and our Board, liquidate
and dissolve, 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.
The Stockholder Adjournment
Proposal will only be presented to our stockholders in the event that there are insufficient votes for, or otherwise in connection with,
the approval of the other proposals, or if we determine that additional time is necessary to effectuate the Extension.
Our Sponsors, officers and
directors and JUSH have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with
respect to any founder shares and public shares they may hold in connection with a stockholder vote to approve an amendment to the charter.
Why is the Company proposing the Extension
Amendment Proposal, the Redemption Limitation Amendment Proposal, the Founder Share Amendment Proposal and the Stockholder Adjournment
Proposal?
The Company’s charter
provides for the return of the IPO proceeds held in trust to the holders of shares of common stock sold in the IPO if there is no qualifying
business combination(s) consummated within the Combination Period. Our Board currently believes that there will not be sufficient time
for the Company to complete a business combination by the Current Outside Date, September 29, 2023. Accordingly, the Company has determined
to seek stockholder approval to extend the Current Outside Date to the Extended Date, March 24, 2024.
The sole purpose of the Extension
Amendment Proposal is to provide the Company with additional time to complete a business combination, which our Board believes is in the
best interest of our stockholders. The Company believes that given the Company’s expenditure of time, effort and money on searching
for potential business combination opportunities, circumstances warrant providing public stockholders an opportunity to consider an initial
business combination.
The
purpose of the Redemption Limitation Amendment Proposal is to eliminate the requirement that the Company have at least $5,000,001 in tangible
net assets (as determined in accordance with Rule 3a51-1(g)(1) under the Exchange Act) in order to consummate the
Extension and the business combination. Unless the Redemption Limitation Amendment Proposal is approved, we will not proceed with the
Extension if redemptions of the public shares would cause the Company to exceed the Redemption Limitation. Further, if the Redemption
Limitation Amendment Proposal is not approved and there are significant requests for redemption such that the Redemption Limitation would
be exceeded, the Redemption Limitation would prevent the Company from being able to consummate a business combination. The Company believes
that the Redemption Limitation is not needed. The purpose of such limitation was initially to ensure that the Company did not become
subject to the SEC’s “penny stock” rules. Because the public shares would not be deemed to be “penny stock”
as such securities are listed on a national securities exchange, the Company is presenting the Redemption Limitation Amendment Proposal
to facilitate the consummation of the Extension and a business combination.
The
purpose of the Founder Share Amendment Proposal is to allow the holders of Class B common stock to convert their shares of Class B
common stock into shares of Class A common stock, on a one-for-one basis, at any point in time prior to the business combination.
Such conversions would give the Company further flexibility to retain stockholders and meet the continued listing requirements of Nasdaq
following any stockholder redemptions in connection with the Extension.
The purpose of the Stockholder
Adjournment Proposal is to allow the Company to adjourn the special meeting to a later date or dates if we determine that additional time
is necessary to permit further solicitation and vote of proxies in the event that there are insufficient votes to approve the other proposals,
or if we determine that additional time is necessary to effectuate the Extension. Accordingly, our Board is proposing the Extension Amendment
Proposal, the Redemption Limitation Amendment Proposal and, if necessary, the Stockholder Adjournment Proposal to extend the Company’s
corporate existence until the Extended Date.
You are not being asked
to vote on any proposed business combination at this time. If the Extension Amendment is implemented and you do not elect to redeem your
public shares now, provided that you are a stockholder on the record date for a meeting to consider a business combination, you will retain
the right to vote on any proposed business combination when and if one is submitted to stockholders and the right to redeem your public
shares into a pro rata portion of the trust account in the event a business combination is approved and completed or the Company
has not consummated a business combination by the Extended Date.
Why should I vote for the Extension Amendment
Proposal?
Our Board believes
stockholders will benefit from the Company consummating a business combination and is proposing the Extension Amendment Proposal to
extend the date by which the Company must complete a business combination until the Extended Date. The Extension would give the
Company the opportunity to complete a business combination, which the Board believes in the best interests of the stockholders.
Our charter provides that if
our stockholders approve an amendment to our charter that would affect the substance or timing of the Company’s obligation to redeem
100% of the Company’s public shares if the Company does not complete a business combination within the Combination Period, the Company
will provide our public stockholders with the opportunity to redeem all or a portion of their shares of common stock upon such approval
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior
to such approval, including any interest earned on the funds held in the trust account (which interest shall be net of taxes payable),
divided by the number of then outstanding public shares. This charter provision was included to protect the Company’s stockholders
from having to sustain their investments for an unreasonably long period if the Company failed to find a suitable business combination
in the timeframe contemplated by the charter. The Company also believes, however, that given the Company’s expenditure of time,
effort and money on pursuing a business combination, circumstances warrant providing those who believe they might find a business combination
to be an attractive investment with an opportunity to consider such transaction.
Our Board recommends that you
vote in favor of the Extension Amendment Proposal, but expresses no opinion as to whether you should redeem your public shares.
Why Should I vote for the Redemption Limitation
Amendment Proposal?
Our Board believes that our
stockholders will benefit from eliminating the requirement that the Company have at least $5,000,001 in tangible net assets (as determined
in accordance with Rule 3a51-1(g)(1) under the Exchange Act) in order to consummate the Extension and a business combination.
If the Redemption Limitation Amendment Proposal is not approved and there are significant requests for redemption (including as a result
of the Redemption Limitation Amendment Proposal) such that the Company’s net tangible assets would be less than $5,000,001 upon
the consummation of a business combination, we would be unable to consummate the business combination.
Our Board recommends that
you vote in favor of the Redemption Limitation Amendment Proposal.
Why should I vote for the Founder Share
Amendment Proposal?
Our
Board believes that our stockholders will benefit from providing the ability to convert the founder shares at any time prior to a business
combination. This flexibility may aid the Company in retaining investors and meeting Nasdaq continued listing requirements necessary to
continue to pursue a business combination.
Our Board recommends that
you vote in favor of the Founder Share Amendment Proposal.
Why should I vote for the Stockholder Adjournment
Proposal?
If the Stockholder Adjournment
Proposal is presented and not approved by our stockholders, our Board may not be able to adjourn the special meeting to a later date in
the event that there are insufficient votes for, or otherwise in connection with, the approval of the other proposals, or if we determine
that additional time is necessary to effectuate the Extension.
Our Board recommends that you
vote in favor of the Stockholder Adjournment Proposal.
How do the Company insiders intend to vote
their shares?
Our Sponsors, officers and
directors and JUSH are expected to vote any common stock over which they have voting control (including any public shares owned by them)
in favor of the Extension Amendment Proposal, the Redemption Limitation Proposal, the Founder Share Amendment Proposal and, if presented,
in favor of the Stockholder Adjournment Proposal.
Our Sponsors, officers and
directors and JUSH are not entitled to redeem the founder shares or any public shares held by them. On the record date, our Sponsors,
officers and directors and JUSH beneficially owned, and were entitled to vote, an aggregate of 12,500,000 founder shares, which represents
approximately 90.2% of the Company’s issued and outstanding common stock.
In addition, the
Sponsors, directors, officers and JUSH, or any of their respective affiliates, may purchase public shares in privately negotiated
transactions or in the open market prior to or following the special meeting of stockholders, although they are under no obligation
to do so. Such public shares purchased by the Company, the Sponsors, the directors, officers, JUSH or any of their respective
affiliates would be (a) purchased at a price no higher than the redemption price for the public shares, which is currently
estimated to be $[●] per share and (b) would not be (i) voted by the Company, the Sponsors, the directors, officers
or JUSH or their respective affiliates at the special meeting of stockholders or (ii) redeemable by the Company, the Sponsors,
the directors, officers or JUSH or their respective affiliates. Any such purchases that are completed after the record date may
include an agreement with a selling stockholder that such stockholder, for so long as it remains the record holder of the shares in
question, will vote in favor of the proposals
to be voted upon at the special meeting of stockholders and/or will not exercise its redemption rights with respect to the shares so
purchased. The purpose of such share purchases and other transactions would be to increase the likelihood that the proposals to be
voted upon at the special meeting of stockholders are approved by the requisite number of votes and to reduce the number of public
shares that are redeemed. In the event that such purchases do occur, the purchasers may seek to purchase shares from stockholders
who would otherwise have voted against the proposals to be voted upon at the special
meeting of stockholders and elected to redeem their shares for a portion of the trust account. Any such privately negotiated
purchases may be effected at purchase prices that are below or in excess of the per-share pro rata portion of the trust
account. Any public shares held by or subsequently purchased by our affiliates may be voted in favor of the proposals to be voted
upon at the special meeting of stockholders. None of the Company, the Sponsors, the directors, officers or JUSH or their respective
affiliates may make any such purchases when they are in possession of any material non-public information not disclosed to the
seller or during a restricted period under Regulation M under the Exchange Act.
Does the Board recommend voting for the
approval of the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal, the Founder Share Redemption Proposal and,
if presented, for the Stockholder Adjournment Proposal at the special meeting of stockholders?
Yes. After careful consideration
of the terms and conditions of the proposals, the Board has determined that the Extension Amendment Proposal, the Redemption Limitation
Amendment Proposal, the Founder Share Amendment Proposal and the Stockholder Adjournment Proposal are in the best interests of the Company
and its stockholders. The Board unanimously recommends that stockholders vote “FOR” the Extension Amendment Proposal, “FOR”
the Redemption Limitation Amendment Proposal, “FOR” the Founder Share Amendment Proposal and, if presented, “FOR”
the Stockholder Adjournment Proposal.
What vote is required to adopt the Extension
Amendment Proposal and the Redemption Limitation Amendment Proposal?
Approval of the Extension Amendment
Proposal and the Redemption Limitation Amendment Proposal will require the affirmative vote of holders of 65% of the Company’s outstanding
Class A common stock and Class B common stock, voting together as a single class, including those shares held as a constituent
part of our units, on the record date. As of the record date, the Company’s founder shares represent approximately 90.2% of
the Company’s outstanding common stock and 100% of the founder shares are held by TJF and JUSH. Accordingly, TJF and JUSH will be
able to approve each of the proposals presented at the special meeting of stockholders even if no public shares are voted in favor of
such proposal.
Approval of the Extension Amendment
Proposal is a condition to the implementation of the Extension, the Redemption Limitation and the Founder Share Amendment. Approval of
the Redemption Limitation Amendment Proposal is a condition to the implementation of the Redemption Limitation. The
Redemption Limitation Amendment Proposal is cross-conditioned on the approval of the Extension Amendment Proposal. Accordingly, even if
the Redemption Limitation Amendment Proposal is approved, the Redemption Limitation Amendment will not be implemented if the Extension
Amendment Proposal is not approved. In addition, unless the Redemption Limitation Amendment
Proposal is approved, the Company will not proceed with the Extension if the number of redemptions of our public shares would cause
the Company to have less than $5,000,001 of net tangible assets following implementation of the Extension Amendment.
If the Extension Amendment
Proposal is approved, and the Extension Amendment is implemented, we will provide our public stockholders with the opportunity to redeem
all or a portion of their public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust
account as of two business days prior to such approval, including any interest earned on the funds held in the trust account (which interest
shall be net of taxes payable), divided by the number of then outstanding public shares.
What vote is required to adopt the Founder
Share Amendment Proposal?
Approval of the Founder Share
Amendment Proposal requires both (x) the affirmative vote of a majority of the Company’s outstanding common stock voting together
as a single class and (y) the affirmative vote of a majority of the outstanding Class B common stock voting as a separate class. The
Founder Share Amendment Proposal is cross-conditioned on the approval of the Extension Amendment Proposal. Accordingly, even if the Founder
Share Amendment Proposal is approved, the Founder Share Amendment will not be implemented if the Extension Amendment Proposal is not approved.
As of the record date, the Company’s founder shares represent approximately 90.2% of the Company’s outstanding common
stock and 100% of the founder shares are held by TJF and JUSH. Accordingly, TJF and JUSH will be able to approve the Founder Share Amendment
Proposal even if no public shares are voted in favor of such proposal. Approval of the Extension Amendment Proposal is a condition to
implementing the Founder Share Amendment. Additionally, the Founder Share Amendment Proposal is cross-conditioned on the approval of the
Extension Amendment Proposal.
What vote is required to adopt the Stockholder
Adjournment Proposal?
If presented, the Stockholder
Adjournment Proposal requires the affirmative vote of the majority of the votes cast by stockholders represented in person (including
virtually) or by proxy at the special meeting of stockholders.
What if I don’t want to vote for the
Extension Amendment Proposal, the Redemption Limitation Amendment Proposal, the Founder Share Amendment Proposal and/or for the Stockholder
Adjournment Proposal?
If you do not want the Extension
Amendment Proposal, the Redemption Limitation Amendment Proposal or the Founder Share Amendment Proposal to be approved, you must abstain,
not vote, or vote against these proposals. If the Extension Amendment Proposal is approved, and the Extension Amendment is implemented,
then the Withdrawal Amount will be withdrawn from the trust account and paid to the redeeming holders.
If you do not want the Stockholder
Adjournment Proposal to be approved, you must vote against the proposal. Abstentions will be counted in connection with the determination
of whether a valid quorum is established but will have no effect on the outcome of the Stockholder Adjournment Proposal.
Will you seek any further extensions to
consummate a business combination?
Other than the extension until
the Extended Date as described in this proxy statement, the Company does not currently anticipate seeking any further extension to consummate
a business combination, although it may determine to do so in the future.
What happens if I sell my public shares,
public warrants or units before the special meetings?
The [●], 2023 record
date is earlier than the date of the special meetings. If you transfer your public shares or public warrants, including those shares or
public warrants held as a constituent part of our units, after the record date but before the respective special meeting, unless
the transferee obtains from you a proxy to vote those shares or public warrants, as applicable, you will retain your right to vote at
the special meeting. If you transferred your public shares or public warrants prior to the record date, you will have no right to vote
those securities at the special meetings. If you acquired your public shares after the record date, you will still have an opportunity
to redeem them if you so decide.
Why is the Company proposing the Warrant
Amendment Proposal and the Warrantholder Adjournment Proposal?
The Company is asking our
public warrantholders to consider and vote on a proposal to approve an amendment to the Warrant Agreement to provide for the conversion,
upon the consummation of a business combination, of all of the 12,500,000 outstanding public warrants into the right to receive $[●]
per public warrant, payable in cash or shares of the Company’s common stock (valued at $10.00 per share), at the discretion of the
Company, which the Company believes will increase the Company’s strategic opportunities and attractiveness to potential target businesses
and future investors by eliminating the dilutive impact of the warrants. If the Warrant Amendment Proposal is approved, TJF and JUSH,
as holders of all of the outstanding private placement warrants, have agreed to provide their written consent to amend the Warrant Agreement
to convert the private placement warrants in the same manner as the public warrants.
If the Extension
Amendment Proposal is not approved or if the Extension Amendment is approved but not implemented and/or the Company does not
consummate a business combination by the date specified in the charter, our warrants will expire worthless. If the Extension
Amendment Proposal is approved by the stockholders and the Warrant Amendment Proposal is not approved by the public warrantholders,
then the warrants will remain outstanding under the current Warrant Agreement and will not be converted into cash and/or shares of
common stock as described above.
The purpose of the Warrantholder
Adjournment Proposal is to allow the Company to adjourn the special meeting of public warrantholders to a later date or dates if we determine
that additional time is necessary to permit further solicitation and vote of proxies in the event that there are insufficient votes to
approve the Warrant Amendment Proposal.
What vote is required to adopt the Warrant
Amendment Proposal?
Under the terms of the Warrant Agreement, the
affirmative vote of 50% of the Company’s outstanding public warrants will be required to approve the Warrant Amendment Proposal.
What vote is required to adopt the Warrantholder
Adjournment Proposal?
If presented, the Warrantholder
Adjournment Proposal requires the affirmative vote of the majority of the votes cast by public warrantholders represented in person (including
virtually) or by proxy at the special meeting of public warrantholders.
What happens if the Extension Amendment
Proposal, the Redemption Limitation Amendment Proposal and/or the Founder Share Amendment Proposal are not approved or if the Extension
Amendment is approved but not implemented?
If the Extension Amendment
Proposal is not approved or if the Extension Amendment is approved but not implemented and the Company has not consummated a business
combination by the Current Outside Date, 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 public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account,
including interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000
of interest 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 liquidating distributions, if any), and (iii) as
promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and our Board, liquidate
and dissolve, 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.
If
the Redemption Limitation Amendment Proposal is not approved and there are significant requests for redemption such that the Redemption
Limitation would be exceeded, the Redemption Limitation would prevent the Company from being able to consummate the Extension or a business
combination. If the Redemption Limitation Amendment Proposal is not approved, we will not redeem public shares to the extent that accepting
all properly submitted redemption requests would exceed the Redemption Limitation. In the event that the Redemption Limitation Amendment
Proposal is not approved and we receive notice of redemptions of public shares approaching or in excess of the Redemption Limitation,
we and/or the Sponsors may take action to increase our net tangible assets to avoid exceeding the Redemption Limitation.
If the Founder Share Amendment
Proposal is not approved, the Founder Share Amendment will not be implemented and the Sponsor will not be permitted to convert its shares
of Class B common stock into shares of Class A common stock before the completion of our initial business combination.
Our Sponsors, officers and
directors and JUSH have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with
respect to any founder shares and public shares they may hold in connection with a stockholder vote to approve an amendment to our charter.
There will be no distribution from the trust account with respect to our warrants, which will expire worthless in the event we wind up.
If the Extension Amendment Proposal, the
Redemption Limitation Amendment Proposal and the Founder Share Amendment Proposal are approved, what happens next?
If the Extension
Amendment Proposal, the Redemption Limitation Amendment Proposal and the Founder Share Amendment Proposal are approved and
implemented, the Company will file an amendment to the charter with the Secretary of State of the State of Delaware in the form of Annex
A hereto and the Company will continue to attempt to consummate a business combination until the Extended Date. The Company will
remain a reporting company under the Exchange Act, and its units, Class A common stock, and public warrants will remain
publicly traded.
If the Extension Amendment
Proposal is approved, and the Extension Amendment is implemented, the removal of the Withdrawal Amount from the trust account will reduce
the amount remaining in the trust account and increase the percentage interest of the Company’s common stock held by our TJF
and JUSH through the founder shares.
Further, if the Extension Amendment
Proposal is approved and the Extension Amendment is implemented, but the Warrant Amendment Proposal is not approved by the public warrantholders,
then the warrants will remain outstanding under the current Warrant Agreement and will not be converted into cash and/or shares of common
stock as described above.
How are the funds in the Trust Account currently
being held?
With respect to the regulation
of special purpose acquisition companies like us (“SPACs”), on March 30, 2022, the SEC issued proposed
rules (the “SPAC Rule Proposals”) relating to, among other items, the extent to which SPACs could become
subject to regulation under the Investment Company Act of 1940, as amended (the “Investment Company Act”), including
a proposed rule that would provide SPACs a safe harbor from treatment as an investment company if they satisfy certain conditions that
limit a SPAC’s duration, asset composition, business purpose and activities.
There is currently uncertainty
concerning the applicability of the Investment Company Act to a SPAC, including a company like ours, that has not entered into a definitive
agreement within 18 months after the effective date of its IPO registration statement or that has not completed its initial business
combination within 24 months after such date. The funds in the trust account have, since our IPO, been held only in cash or in U.S.
government treasury obligations with a maturity of 185 days or less or in money market funds investing solely in U.S. government
treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act. To mitigate the risk of us
being deemed to have been operating as an unregistered investment company under the Investment Company Act, we have instructed Continental
Stock Transfer & Trust Company, the trustee with respect to the trust account, to liquidate the U.S. government treasury obligations
or money market funds held in the trust account and thereafter to hold all funds in the trust account in cash (i.e., in one or more interest-bearing
bank accounts) until the earlier of the consummation of a business combination or our liquidation. Following such liquidation of the assets
in our trust account, we may receive less interest on the funds held in the trust account, which could reduce the dollar amount our public
stockholders would have otherwise received upon any redemption or liquidation of the Company if the assets in the trust account had remained
in U.S. government securities or money market funds. This means that the amount available for redemption may not increase as much as they
would have pursuant to the original trust account investments following the liquidation. For more information, see the section entitled
“Risk Factors — If we are deemed to be an investment company for purposes of the Investment Company Act, we
may be forced to abandon our efforts to complete an initial business combination and instead be required to liquidate the Company. To
mitigate the risk of that result, we instructed Continental Stock Transfer & Trust Company to liquidate the securities held in the
trust account and instead hold all funds in the trust account in cash. As a result, following such change, we may receive less interest
on the funds held in the trust account, which may reduce the dollar amount that our public stockholders would have otherwise received
upon any redemption or liquidation of the Company if the assets in the trust account had remained in U.S. government securities or money
market funds.”
If I do not redeem my shares now, would
I still be able to vote on an initial business combination and exercise my redemption rights with respect to an initial business combination?
Yes. If you do not redeem your
shares in connection with the Extension Amendment Proposal, then, assuming you are a stockholder as of the record date for voting on a
business combination, you will be able to vote on the business combination when it is submitted to stockholders. You will also retain
your right to redeem your public shares upon consummation of a business combination, subject to any limitations set forth in the charter,
as amended.
When and where are the special meetings?
The special meeting of stockholders
and special meeting of public warrantholders will be held at [●] a.m. and [●] a.m., Eastern Time, respectively, on [●],
2023, in virtual format at https://www.cstproxy.com/[●]. The special meetings will be held in virtual meeting format only.
You will not be able to attend the special meetings physically.
How do I attend the special meetings, and
will I be able to ask questions?
If you are a registered
stockholder or public warrantholder, as applicable, you received a proxy card from the Company’s transfer agent, Continental
Stock Transfer & Trust Company (“transfer agent”). The form contains instructions on how to attend the
applicable virtual special meeting including the URL address, along with your control number. You will need your
control number for access. If you do not have your control number, contact the transfer agent at the phone number or e-mail address
below. The transfer agent support contact information is as follows: 917-262-2373, or email proxy@continentalstock.com.
You can pre-register to attend
the virtual meetings starting [●], 2023 at [●] a.m. Eastern Time (five business days prior to the date of the special
meetings). Enter the URL address into your browser https://www.cstproxy.com/[●], enter your control number, name
and email address. Once you pre-register you can vote or enter questions in the chat box. At the start of the applicable special meeting
you will need to re-log in using your control number and will also be prompted to enter your control number if you vote during the special
meeting.
Beneficial holders who own their investments through a bank or broker, will need to contact the transfer agent to receive
a control number. If you plan to vote at the applicable special meeting you will need to have a legal proxy from your bank or broker or
if you would like to join and not vote, the transfer agent will issue you a guest control number with proof of ownership. Either way you
must contact the transfer agent for specific instructions on how to receive the control number. The transfer agent can be contacted at
the number or email address above. Please allow up to 72 hours prior to the applicable special meeting for processing your control number.
If you do not have internet
capabilities, you can listen only to the special meeting by dialing 1 (800) 450-7155, within the U.S. and Canada, or +1 (857) 999-9155
(standard rates apply) outside the U.S. and Canada; when prompted enter the pin number [●]. This is listen only, you will not be
able to vote or enter questions during the special meeting.
How do I vote?
If you are a holder of record
of Company common stock or public warrants, including those shares or public warrants held as a constituent part of our units, you
may vote virtually at the applicable special meeting or by submitting a proxy for such special meeting. Whether or not you plan to attend
the special meetings virtually, the Company urges you to vote by proxy to ensure your vote is counted. You may submit your proxy by completing,
signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. You may still attend the
applicable special meeting and vote virtually if you have already voted by proxy.
If your shares of Company common
stock or public warrants, including those shares or public warrants held as a constituent part of our units, are held in “street
name” by a broker or other agent, you have the right to direct your broker or other agent on how to vote the applicable securities
in your account. You are also invited to attend the applicable special meeting. However, since you are not the holder of record, you may
not vote your shares or public warrants, as applicable, virtually at the special meeting unless you request and obtain a valid proxy from
your broker or other agent.
How do I change my vote?
If you have submitted a proxy
to vote your securities and wish to change your vote, you may do so by delivering a later-dated, signed proxy card prior to the date of
the special meeting or by voting virtually at the applicable special meeting. Attendance at the special meeting alone will not change
your vote. You also may revoke your proxy by sending a notice of revocation to the Company at 1510 West Loop South, Houston, Texas 77027,
Attn: Corporate Secretary.
How are votes counted?
Votes will be counted by the
inspector of election appointed for the special meetings, who will separately count “FOR” and “AGAINST” votes,
abstentions and broker non-votes for proposals presented at the special meetings.
Because approval of the Extension
Amendment Proposal and the Redemption Limitation Amendment Proposal require the affirmative vote of the stockholders holding at least
65% of the public shares and founder shares outstanding on the record date, voting together as a single class, abstentions and broker
non-votes will have the same effect as votes against the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal.
Because
approval of the Founder Share Amendment Proposal requires both (x) the affirmative vote of a majority of the Company’s outstanding
common stock voting together as a single class and (y) the affirmative vote of a majority of the outstanding Class B common
stock voting as a separate class, abstentions and broker non-votes will have the same effect as votes against the Founder Share
Amendment Proposal.
Approval of the Stockholder
Adjournment Proposal requires the affirmative vote of the majority of the votes cast by stockholders represented in person (including
virtually) or by proxy at the special meeting of stockholders. Abstentions will be counted in connection with the determination of whether
a valid quorum is established but will have no effect on the outcome of the Stockholder Adjournment Proposal.
As of the record date, the
Company’s founder shares represent approximately 90.2% of the Company’s outstanding common stock and 100% of the founder shares
are held by TJF and JUSH. Accordingly, TJF and JUSH will be able to approve each of the proposals presented at the special meeting of
stockholders even if no public shares are voted in favor of such proposal.
Under the terms of the Warrant
Agreement, the affirmative vote of 50% of the Company’s outstanding public warrants will be required to approve the Warrant Amendment
Proposal. Accordingly, a public warrantholder’s failure to vote by proxy or to vote in person at the special meeting of public warrantholders,
an abstention from voting or a broker non-vote will have the same effect as a vote “AGAINST” the Warrant Amendment Proposal.
Approval of the Warrantholder
Adjournment Proposal requires the affirmative vote of the majority of the votes cast by public warrantholders represented in person (including
virtually) or by proxy at the special meeting of public warrantholders. Abstentions will be counted in connection with the determination
of whether a valid quorum is established but will have no effect on the outcome of the Warrantholder Adjournment Proposal.
If my shares are held in “street name,”
will my broker automatically vote them for me?
No. Under the rules governing
banks and brokers who submit a proxy card with respect to shares or public warrants held in street name, such banks and brokers have the
discretion to vote on routine matters, such as the Stockholder Adjournment Proposal and Warrantholder Adjournment Proposal, but not on
non-routine matters. The Extension Amendment Proposal, the Redemption Limitation Amendment Proposal, the Founder Share Amendment Proposal
and the Warrant Amendment Proposal are non-routine matters.
Your broker can vote your shares
or public warrants with respect to the proposals only if you provide instructions on how to vote. You should instruct your broker to vote
your securities. Your broker can tell you how to provide these instructions. If you do not give your broker instructions, your shares
and public warrants will be treated as broker non-votes with respect to the Extension Amendment Proposal, the Redemption Limitation Amendment
Proposal, the Founder Share Redemption Proposal and the Warrant Amendment Proposal, as applicable. Broker non-votes will have the same
effect as a vote “AGAINST” the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal, the Founder Share
Amendment Proposal and the Warrant Amendment Proposal. However, since the Stockholder Adjournment Proposal and Warrant Adjournment Proposal
are considered routine matters, brokers will be able to vote on these proposals absent instructions, and thus there should be no broker
non-votes with respect to the Stockholder Adjournment Proposal or the Warrant Adjournment Proposal, as applicable.
What is a quorum requirement?
A quorum of stockholders and
public warrantholders is necessary to hold a valid meeting. A quorum will be present if at least a majority of the outstanding shares
of common stock and public warrantholders, as applicable, on the record date, including those shares and public warrantholders held as
a constituent part of our units, are represented virtually or by proxy at the special meeting.
Your securities will be counted
towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you
vote virtually at the applicable special meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If
there is no quorum, the presiding officer of the special meeting may adjourn the special meeting to another date. As of the record date
for the special meeting of stockholders, [6,928,767] shares of our common stock would be required to achieve a quorum. As of the record
date for the special meeting of public warrantholders, [6,250,001] public warrants would be required to achieve a quorum.
Who can vote at the special meeting of stockholders?
Only holders of record of the
Company’s common stock, including those shares held as a constituent part of our units, at the close of business on [●],
2023 are entitled to have their vote counted at the special meeting and any adjournments or postponements thereof. On this record date,
[1,357,533] public shares and [12,500,000] founder shares were outstanding and entitled to vote.
Stockholder of Record: Shares
Registered in Your Name. If on the record date your shares or units were registered directly in your name with
the Company’s transfer agent, Continental Stock Transfer & Trust Company, then you are a stockholder of record. As a stockholder
of record, you may vote virtually at the special meeting or vote by proxy. Whether or not you plan to attend the special meeting virtually,
the Company urges you to fill out and return the enclosed proxy card to ensure your vote is counted.
Beneficial Owner: Shares
Registered in the Name of a Broker or Bank. If on the record date your shares or units were held, not in your
name, but rather in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of
shares held in “street name” and these proxy materials are being forwarded to you by that organization. As a beneficial owner,
you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the
special meeting virtually. However, since you are not the stockholder of record, you may not vote your shares virtually at the special
meeting unless you request and obtain a valid proxy from your broker or other agent.
Who can vote at the special meeting of public
warrantholders?
Only holders of record of the
Company’s public warrants, including those public warrants held as a constituent part of our units, at the close of business
on [●], 2023 are entitled to have their vote counted at the special meeting and any adjournments or postponements thereof. On this
record date, 12,500,000 public warrants were outstanding and entitled to vote.
Warrantholder of Record:
Public Warrants Registered in Your Name. If on the record date your public warrants or units were registered
directly in your name with the Company’s transfer agent, Continental Stock Transfer & Trust Company, then you are a warrantholder
of record. As a warrantholder of record, you may vote virtually at the special meeting or vote by proxy. Whether or not you plan to attend
the special meeting virtually, the Company urges you to fill out and return the enclosed proxy card to ensure your vote is counted.
Beneficial Owner: Warrants
Registered in the Name of a Broker or Bank. If on the record date your public warrant or units were held, not
in your name, but rather in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner
of public warrants held in “street name” and these proxy materials are being forwarded to you by that organization. As a beneficial
owner, you have the right to direct your broker or other agent on how to vote the public warrants in your account. You are also invited
to attend the special meeting virtually. However, since you are not the public warrantholder of record, you may not vote your public warrants
virtually at the special meeting unless you request and obtain a valid proxy from your broker or other agent.
Holders of private placement
warrants are not entitled to vote on the proposals presented to public warrantholders at the special meeting of public warrantholders.
If the Warrant Amendment Proposal is approved, TJF and JUSH, as holders of all of the outstanding private placement warrants, have agreed
to provide their written consent to amend the Warrant Agreement to convert the private placement warrants in the same manner as the public
warrants.
What interests do the Company’s directors
and executive officers have in the approval of the proposals presented at the special meeting of stockholders?
The Company’s
directors and executive officers have interests in the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal
and the Founder Share Amendment Proposal that may be different from, or in addition to, your interests as a stockholder. These
interests include ownership by them or their affiliates of founder shares, and private placement warrants that may become
exercisable in the future, loans by them that will not be repaid in the event of our winding up and the possibility of future
compensatory arrangements. See the section entitled “The Extension Amendment — Interests of the
Company’s Directors and Executive Officers.”
What if I object to the Extension Amendment
Proposal, the Redemption Limitation Amendment Proposal, the Founder Share Amendment Proposal and/or the Stockholder Adjournment Proposal?
Do I have appraisal rights?
Stockholders do not have appraisal
rights in connection with the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal, the Founder Share Amendment
Proposal, or, if presented, the Stockholder Adjournment Proposal under the DGCL.
What happens to the Company’s warrants
if the Extension Amendment Proposal is not approved or if the Extension Amendment is approved but not implemented?
If the Extension Amendment
Proposal is not approved or if the Extension Amendment is approved but not implemented and the Company has not consummated a business
combination by the Current Outside Date, 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 public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account,
including interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000
of interest 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 liquidating distributions, if any), and (iii) as
promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and our Board, liquidate
and dissolve, 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.
What happens to the Company warrants if
the Extension Amendment Proposal and the Warrant Amendment Proposal are approved?
If the Extension Amendment
Proposal is approved and the Extension Amendment is implemented, the Company will continue its efforts to consummate a business combination
until the Extended Date and will retain the blank check company restrictions previously applicable to it. If the Warrant Amendment Proposal
is approved, the warrants will remain outstanding in accordance with their terms and, upon the consummation of a business combination,
all of the public warrants will be converted into the right to receive $[●] per public warrant, payable in cash or shares of the
Company’s common stock (valued at $10.00 per share), at the discretion of the Company. In addition, the private placement warrants
will be converted in the same manner as the public warrants.
How do I redeem my public shares?
If the Extension is implemented,
each public stockholder may seek to redeem all or a portion of its public shares at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the trust account as of two business days prior to the approval of the Extension Amendment Proposal, including
any interest earned on the funds held in the trust account (which interest shall be net of taxes payable), divided by the number of then
outstanding public shares. You will also be able to redeem your public shares in connection with any stockholder vote to approve a business
combination, or if the Company has not consummated a business combination by the Extended Date.
Pursuant to our charter, a
public stockholder may request that the Company redeem all or a portion of such public stockholder’s public shares for cash if the
Extension Amendment Proposal is approved and the Extension Amendment is implemented. You will be entitled to receive cash for any public
shares to be redeemed only if you:
(i) (a) hold public shares
or (b) hold public shares through units and you elect to separate your units into the underlying public shares and public
warrants prior to exercising your redemption rights with respect to the public shares; and
(ii) prior to 5:00 p.m.
Eastern Time, on [●], 2023 (two business days prior to the scheduled vote at the special meeting of stockholders), (a) submit
a written request, including the name, phone number, and address of the beneficial owner of the shares for which redemption is requested,
to Continental Stock Transfer & Trust Company, the Company’s transfer agent, at Continental Stock Transfer & Trust Company,
1 State Street, 30th Floor, New York, New York 10004, Attn: SPAC Redemptions (e-mail: spacredemptions@continentalstock.com), that
the Company redeem your public shares for cash and (b) deliver your public shares to the transfer agent, physically or electronically
through The Depository Trust Company (“DTC”).
Holders of units must
elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares.
If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to
separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name,
the holder must contact the transfer agent directly and instruct it to do so.
Public stockholders may
elect to redeem all or a portion of their public shares regardless of whether they vote for or against the Extension Amendment Proposal
and regardless of whether they hold public shares on the record date.
If you hold your shares through
a bank or broker, you must ensure your bank or broker complies with the requirements identified herein, including submitting a written
request that your shares be redeemed for cash to the transfer agent and delivering your shares to the transfer agent prior to 5:00 p.m.
Eastern Time on [●], 2023 (two business days before scheduled vote at the special meeting). You will only be entitled to receive
cash in connection with a redemption of these shares if you continue to hold them until the effective date of the Extension Amendment
and Election.
Through DTC’s DWAC (Deposit/Withdrawal
at Custodian) System, this electronic delivery process can be accomplished by the stockholder, whether or not it is a record holder or
its shares are held in “street name,” by contacting the transfer agent or its broker and requesting delivery of its shares
through the DWAC system. Delivering shares physically may take significantly longer. In order to obtain a physical stock certificate,
a stockholder’s broker and/or clearing broker, DTC, and the Company’s transfer agent will need to act together to facilitate
this request. There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or
delivering them through the DWAC system. The transfer agent will typically charge the tendering broker $100 and the broker would determine
whether or not to pass this cost on to the redeeming holder. It is the Company’s understanding that stockholders should generally
allot at least two weeks to obtain physical certificates from the transfer agent. The Company does not have any control over this process
or over the brokers or DTC, and it may take longer than two weeks to obtain a physical stock certificate. Such stockholders will have
less time to make their investment decision than those stockholders that deliver their shares through the DWAC system. Stockholders who
request physical stock certificates and wish to redeem may be unable to meet the deadline for tendering their shares before exercising
their redemption rights and thus will be unable to redeem their shares.
Certificates that have not
been tendered in accordance with these procedures prior to the vote on the Extension Amendment Proposal will not be redeemed for cash
held in the trust account. In the event that a public stockholder tenders its shares and decides prior to the vote at the special meeting
that it does not want to redeem its shares, the stockholder may withdraw the tender. If you delivered your shares for redemption to our
transfer agent and decide prior to the vote at the special meeting not to redeem your shares, you may request that our transfer agent
return the shares (physically or electronically). You may make such request by contacting our transfer agent at the address listed above.
In the event that a public stockholder tenders shares and the Extension Amendment Proposal is not approved, or the Extension Amendment
Proposal is approved but the Extension Amendment is not implemented, these shares will not be redeemed and the physical certificates representing
these shares will be returned to the stockholder promptly following the determination that the Extension Amendment will not be implemented.
The Company anticipates that a public stockholder who tenders shares for redemption in connection with the vote to approve the Extension
would receive payment of the redemption price for such shares soon after the completion of the Extension Amendment. The transfer agent
will hold the certificates of public stockholders that make the election until such shares are redeemed for cash or returned to such stockholders.
If I am a unit holder, can I exercise redemption
rights with respect to my units?
No. Holders of outstanding units
must separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares.
If you hold units registered
in your own name, you must deliver the certificate for such units to Continental Stock Transfer & Trust Company, our transfer
agent, with written instructions to separate such units into public shares, and public warrants. This must be completed far enough
in advance to permit the mailing of the public share certificates back to you so that you may then exercise your redemption rights upon
the separation of the public shares from the units. See “How do I redeem my public shares?” above.
What should I do if I receive more than
one set of voting materials?
You may receive more than one
set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards, if your
shares or public warrants are registered in more than one name or are registered in different accounts. For example, if you hold your
shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you
hold shares or public warrants. Please complete, sign, date and return each proxy card and voting instruction card that you receive in
order to cast a vote with respect to all of your shares of common stock and public warrants, as applicable.
Who is paying for this proxy solicitation?
The Company will pay for the
entire cost of soliciting proxies. The Company has engaged Morrow Sodali LLC (“Morrow”) to assist in the solicitation
of proxies for the special meeting of public warrantholders. The Company has agreed to pay Morrow a fee of $[●]. The Company will
also reimburse Morrow for reasonable and customary out-of-pocket expenses. In addition to these mailed proxy materials, our directors
and executive officers may also solicit proxies in person, by telephone or by other means of communication. These parties will not be
paid any additional compensation for soliciting proxies. The Company may also reimburse brokerage firms, banks and other agents for the
cost of forwarding proxy materials to beneficial owners. The Company did not engage a proxy solicitor to assist in the solicitation of
proxies for the special meeting of stockholders.
Where do I find the voting results of the
special meetings?
We will announce preliminary
voting results at the special meetings. The final voting results will be tallied by the inspector of election and published in the Company’s
Current Report on Form 8-K, which the Company is required to file with the SEC within four business days following the special meetings.
Who can help answer my questions?
If you have questions about
the proposals presented at the special meeting of public warrantholders or if you need additional copies of the proxy statement or the
enclosed proxy card you should contact:
Morrow Sodali LLC
333 Ludlow Street, 5th Floor, South Tower
Stamford, CT 06902
Tel: (800) 662-5200 (toll-free) or
(203) 658-9400 (banks and brokers can call collect)
Email: LCA.info@investor.morrowsodali.com
You also may obtain additional
information about the Company from documents filed with the SEC by following the instructions in the section entitled “Where
You Can Find More Information.” If you are a holder of public shares and you intend to seek redemption of your shares, you will
need to deliver your public shares (either physically or electronically) to Continental Stock Transfer & Trust Company, our transfer
agent, at the address below prior to 5:00 p.m. Eastern Time, on [●], 2023 (two business days prior to the scheduled vote at
the special meeting of stockholders). If you have questions regarding the certification of your position or delivery of your stock, please
contact:
Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, New York 10004
E-mail: spacredemptions@continentalstock.com
RISK FACTORS
You should consider carefully
all of the risks described in our (i) final prospectus for our IPO, (ii) Annual Report on Form 10-K filed with the SEC on April
25, 2023, (iii) subsequent Quarterly Report on Form 10-Q, as filed with the SEC, and (iv) other reports we file with the SEC
before making a decision to invest in our securities. Furthermore, if any of the following events occur, our business, financial condition
and operating results may be materially adversely affected or we could face liquidation. In that event, the trading price of our securities
could decline, and you could lose all or part of your investment. The risks and uncertainties described in the aforementioned filings
and below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not
material, may also become important factors that adversely affect our business, financial condition and operating results or result in
our liquidation.
There are no assurances that the Extension
will enable us to complete a business combination.
Approving the Extension involves
a number of risks. Even if the Extension is approved and implemented, the Company can provide no assurances that a business combination
will be consummated prior to the Extended Date. Our ability to consummate any business combination is dependent on a variety of factors,
many of which are beyond our control. If the Extension is approved and implemented, the Company expects to seek stockholder approval of
a business combination. We are required to offer stockholders the opportunity to redeem their shares in connection with the Extension
Amendment, and we will be required to offer stockholders redemption rights again in connection with any stockholder vote to approve a
business combination. Even if the Extension or a business combination are approved by our stockholders, it is possible that redemptions
will leave us with insufficient cash to consummate a business combination on commercially acceptable terms, or at all. The fact that we
will have separate redemption periods in connection with the Extension and a business combination vote could exacerbate these risks. Other
than in connection with a redemption offer or liquidation, our stockholders may be unable to recover their investment except through sales
of our shares on the open market. The price of our shares may be volatile, and there can be no assurance that stockholders will be able
to dispose of our shares at favorable prices, or at all.
A 1% U.S. federal excise tax could be imposed
on us in connection with redemptions by us of our shares.
On August 16, 2022, President
Biden signed into law the Inflation Reduction Act of 2022 (the “IR Act”), which, among other things, imposes
a new 1% U.S. federal excise tax on certain repurchases (including certain redemptions) of stock by publicly traded domestic (i.e., U.S.)
corporations and certain domestic subsidiaries of publicly traded foreign (i.e., non-U.S.) corporations (each, a “covered corporation”)
(the “Excise Tax”). Because we are a Delaware corporation and our securities are traded on Nasdaq, we are a
“covered corporation” within the meaning of the IR Act. The Excise Tax is imposed on the repurchasing corporation itself,
not its stockholders from which shares are repurchased. The amount of the Excise Tax is generally 1% of the fair market value of the shares
repurchased at the time of the repurchase. However, for purposes of calculating the Excise Tax, repurchasing corporations are permitted
to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable
year. In addition, certain exceptions apply to the Excise Tax.
On December 27, 2022, the U.S.
Department of the Treasury (the “Treasury”) published Notice 2023-2, which provided clarification on some aspects
of the application of the Excise Tax, including with respect to some transactions in which SPACs typically engage. In the notice, the
Treasury appears to have intended to exempt from the Excise Tax any distributions by a covered corporation in the same year it completely
liquidates, which may include those that occur in connection with redemptions, but such guidance is far from clear. Consequently, a substantial
risk remains that any redemptions by us, including those made in connection with the Extension, would be subject to the Excise Tax, including
in circumstances where we either engage in a business combination in 2023 in which we do not issue shares sufficient to offset our redemptions
in 2023 or we liquidate later in 2023.
Because the application
of the Excise Tax is not entirely clear, any repurchase effected by us, including any redemptions treated as repurchases in
connection with the Extension, the initial business combination or otherwise, may be subject to the Excise Tax. Whether and to what
extent we would be subject to the Excise Tax on a redemption of public shares or other stock issued by us would depend on a number
of factors, including (i) whether the redemption is treated as a repurchase of stock for purposes of the Excise Tax,
(ii) the fair market value of the redemption treated as a repurchase of stock in connection with our initial business
combination, an extension or otherwise (iii) the structure of the initial business combination, (iv) the nature and amount
of any “PIPE” or other equity issuances by us (whether in connection with the initial business combination or otherwise)
within the same taxable year of a redemption treated as a repurchase of stock, and (v) the content of forthcoming regulations
and other guidance from the U.S. Department of the Treasury. The Excise Tax would be payable by us, and not by the redeeming holder,
and the mechanics of any required reporting and payment of the Excise Tax have not yet been determined. The imposition of the Excise
Tax could cause a reduction in the cash available on hand to complete an initial business combination or for effecting redemptions
and may affect our ability to complete an initial business combination. In addition, the Excise Tax may make a transaction with us
less appealing to potential business combination targets, and thus potentially hinder our ability to enter into and consummate an
initial business combination, particularly an initial business combination in which substantial PIPE issuances are not contemplated.
We are not permitted to use the trust account proceeds or the interest earned thereon to pay any Excise Tax or any other similar
fees or taxes in nature that may be imposed on the Company pursuant to any current, pending or future rules or laws, including
without limitation any Excise Tax imposed under the IR Act on any redemptions or stock buybacks by us.
If we are deemed to be an investment company
for purposes of the Investment Company Act, we may be forced to abandon our efforts to complete an initial business combination and instead
be required to liquidate the Company. To mitigate the risk of that result, we instructed Continental Stock Transfer & Trust Company
to liquidate the securities held in the trust account and instead hold all funds in the trust account in cash. As a result, following
such change, we may receive less interest on the funds held in the trust account, which may reduce the dollar amount that our public stockholders
would have otherwise received upon any redemption or liquidation of the Company if the assets in the trust account had remained in U.S.
government securities or money market funds.
On March 30, 2022, the
SEC issued the SPAC Rule Proposals, relating, among other things, to circumstances in which SPACs such as us could potentially be
subject to the Investment Company Act and the regulations thereunder. The SPAC Rule Proposals would provide a safe harbor for such
companies from the definition of “investment company” under Section 3(a)(1)(A) of the Investment Company Act, provided
that a SPAC satisfies certain criteria. To comply with the duration limitation of the proposed safe harbor, a SPAC would have a limited
time period to announce and complete a de-SPAC transaction. Specifically, to comply with the safe harbor, the SPAC Rule Proposals
would require a company to file a report on Form 8-K announcing that it has entered into an agreement with a target company for an initial
business combination no later than 18 months after the effective date of the registration statement for its initial public offering.
The company would then be required to complete its initial business combination no later than 24 months after the effective date
of the registration statement for its initial public offering. We understand that the SEC has recently been taking informal positions
regarding the Investment Company Act consistent with the SPAC Rule Proposals.
There is currently uncertainty
concerning the applicability of the Investment Company Act to a SPAC, including a company like ours, that does not complete its initial
business combination within the proposed time frame set forth in the proposed safe harbor rule. As indicated above, we completed our IPO
in March 2021 and have operated as a blank check company searching for a target business with which to consummate an initial business
combination since such time (or approximately 24 months after the effective date of our IPO, as of the date of this proxy statement).
As a result, it is possible that a claim could be made that we have been operating as an unregistered investment company if the SPAC Rule Proposals
are adopted as proposed. If we were deemed to be an investment company for purposes of the Investment Company Act, we might be forced
to abandon our efforts to complete an initial business combination and instead be required to liquidate the Company. If we are required
to liquidate the Company, our investors would not be able to realize the benefits of owning shares in a successor operating business,
including the potential appreciation in the value of our shares and warrants or rights following such a transaction, and our warrants
or rights would expire worthless.
The funds in the trust
account have, since our IPO, been held only in cash or in U.S. government treasury obligations with a maturity of 185 days or
less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under
Rule 2a-7 under the Investment Company Act. To mitigate the risk of us being deemed to have been operating as an unregistered
investment company under the Investment Company Act, we instructed Continental Stock Transfer & Trust Company, the trustee with
respect to the trust account, to liquidate the U.S. government treasury obligations or money market funds held in the trust account
and thereafter to hold all funds in the trust account in cash (i.e., in one or more interest-bearing bank accounts) until the
earlier of the consummation of a business combination or our liquidation. Following such liquidation of the assets in our trust
account, we may receive less interest on the funds held in the trust account, which could reduce the dollar amount our public
stockholders would have otherwise received upon any redemption or liquidation of the Company if the assets in the trust account had
remained in U.S. government securities or money market funds. This means that the amount available for redemption may not increase
as much as they would have pursuant to the original trust account investments following the liquidation.
THE SPECIAL MEETING OF STOCKHOLDERS
Date, Time, Place and Purpose of the Special Meeting
The special meeting will
be held at [●] a.m., Eastern Time, on [●], 2023. The special meeting will be held virtually, at https://www.cstproxy.com/[●].
At the special meeting, the stockholders will consider and vote upon the following proposals:
| · | The Extension Amendment Proposal: To amend our charter to extend the date by which
the Company must consummate a business combination from the Current Outside Date, September 29, 2023 (the date which is 30 months from
the closing date of the IPO) to the Extended Outside Date, March 24, 2024 (the date which is 36 months from the effective date of its
IPO registration statement); |
| · | The Redemption Limitation Amendment Proposal: To amend our charter to delete: (i) the limitation
that the Company shall not consummate a business combination if it would cause the Company’s net tangible assets to be less than
$5,000,001; and (ii) the limitation that the Company shall not redeem public shares in an amount that would cause the Company’s
net tangible assets to be less than $5,000,001 following such redemptions; |
| · | The Founder Share Amendment Proposal: To amend the charter to provide for the right of a holder
of Class B common stock to convert their shares of Class B common stock into shares of Class A common stock on a one-to-one basis at any
time and from time to time at the election of the holder; and |
| · | The Stockholder Adjournment Proposal: To approve the adjournment of the special
meeting of stockholders to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the
event that there are insufficient votes to approve, or otherwise in connection with, the other proposals or if we determine that additional
time is necessary to effectuate the Extension. |
Quorum
A quorum of stockholders is
necessary to hold a valid meeting. Holders of a majority of the voting power of our issued and outstanding common stock on the record
date that are (i) entitled to vote at the special meeting and (ii) present in person (including virtually) or represented by
proxy, constitute a quorum. Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your
behalf by your broker, bank or other nominee) or if you vote online at the special meeting. Abstentions will be counted towards the quorum
requirement. In the absence of a quorum, the presiding officer of the special meeting has the power to adjourn the special meeting. As
of the record date for the special meeting, 6,928,769 shares of our common stock would be required to achieve a quorum.
Voting Power; Record Date
You will be entitled to vote
or direct votes to be cast at the special meeting if you owned our common stock, including as a constituent part of a unit, at the close
of business on [●], 2023, the record date for the special meeting. You will have one vote per proposal for each share of common
stock you owned at that time. Our warrants do not carry voting rights.
At the close of business
on the record date, there were [13,857,537] outstanding shares of common stock, each of which entitles its holder to cast one vote per
proposal.
Votes Required
Approval of the Extension Amendment
Proposal and the Redemption Limitation Amendment Proposal will require the affirmative vote of holders of 65% of the Company’s Class A
common stock and Class B common stock, voting together as a single class, outstanding on the record date. Approval of the Founder
Share Amendment Proposal requires both (x) the affirmative vote of a majority of the Company’s outstanding common stock voting together
as a single class and (y) the affirmative vote of a majority of the outstanding Class B common stock voting as a separate class. Approval
of the Stockholder Adjournment Proposal requires the affirmative vote of the majority of the votes cast by stockholders represented in
person (including virtually) or by proxy at the special meeting of stockholders.
As of the record date,
the Company’s founder shares represent approximately 90.2% of the Company’s outstanding common stock and 100% of the
founder shares are held by TJF and JUSH. Accordingly, TJF and JUSH will be able to approve each of the proposals presented at the
special meeting of stockholders even if no public shares are voted in favor of such proposal. Approval of the Extension Amendment
Proposal is a condition to implementing the Extension, approval of the Founder Share Amendment Proposal is a condition to
implementing the Founder Share Amendment, and approval of the Redemption Limitation Amendment Proposal is a condition to
implementing the Redemption Limitation Amendment. Additionally, the Founder Share Amendment Proposal and the Redemption Limitation
Amendment Proposal are cross-conditioned on the approval of the Extension Amendment Proposal. The Extension Amendment Proposal and
the Stockholder Adjournment Proposal are not conditioned on the approval of any other proposal. In addition, unless the Redemption
Limitation Amendment Proposal is approved, the Company will not proceed with the Extension if the number of redemptions of our
public shares would cause the Company to have less than $5,000,001 of net tangible assets following implementation of the Extension
Amendment.
If you do not vote (i.e., you
“abstain” from voting), your action will have the same effect as an “AGAINST” vote with regards to the Extension
Amendment Proposal, the Redemption Limitation Proposal and the Founder Share Amendment Proposal. Broker non-votes will also have the same
effect as an “AGAINST” vote with regards to the Extension Amendment Proposal, the Redemption Limitation Proposal and the Founder
Share Amendment Proposal.
If you do not want the Extension
Amendment Proposal, the Redemption Limitation Amendment Proposal or the Founder Share Amendment Proposal to be approved, you must abstain,
not vote, or vote against the proposal. The Company anticipates that, if the Extension Amendment Proposal is approved, and the Extension
Amendment is implemented, a public stockholder who tenders shares for redemption in connection with the vote to approve the Extension
Amendment Proposal would receive payment of the redemption price for such shares soon after the completion of the Extension Amendment.
If you do not want the Stockholder
Adjournment Proposal to be approved, you must vote against the proposal. Abstentions will be counted in connection with the determination
of whether a valid quorum is established but will have no effect on the Stockholder Adjournment Proposal. Since the Stockholder Adjournment
Proposal is considered a routine matter, brokers will be entitled to vote on the Stockholder Adjournment Proposal absent voting instructions,
and thus there should be no broker non-votes with respect to the Stockholder Adjournment Proposal.
Voting
You can vote your shares at
the special meeting by proxy or virtually.
You can vote by proxy by having
one or more individuals who will be at the special meeting vote your shares for you. These individuals are called “proxies”
and using them to cast your ballot at the special meeting is called voting “by proxy.”
If you wish to vote by proxy,
you must (i) complete the enclosed form, called a “proxy card,” and mail it in the envelope provided or (ii) submit
your proxy by telephone or over the Internet (if those options are available to you) in accordance with the instructions on the enclosed
proxy card or voting instruction card.
If you complete the proxy card
and mail it in the envelope provided or submit your proxy by telephone or over the Internet as described above, you will designate Richard
H. Liem and Steven L. Scheinthal to act as your proxy at the special meeting. One of them will then vote your shares at the special meeting
in accordance with the instructions you have given them in the proxy card or voting instructions, as applicable, with respect to the proposals
presented in this proxy statement. Proxies will extend to, and be voted at, any adjournment(s) of the special meeting.
Alternatively, you can vote
your shares in person by attending the special meeting virtually.
A special note for those
who plan to attend the special meeting and vote virtually: if your shares or units are held in the name of a broker, bank or other
nominee, please follow the instructions you receive from your broker, bank or other nominee holding your shares. You will not be able
to vote at the special meeting unless you obtain a legal proxy from the record holder of your shares.
Our Board is asking for
your proxy. Giving our Board your proxy means you authorize it to vote your shares at the special meeting in the manner you direct.
You may vote for or against the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal, the Founder Share
Amendment Proposal and/or the Stockholder Adjournment Proposal or you may abstain from voting. All valid proxies received prior to
the special meeting will be voted. All shares represented by a proxy will be voted, and where a stockholder specifies by means of
the proxy a choice with respect to any matter to be acted upon, the shares will be voted in accordance with the specification so
made. If no choice is indicated on the proxy, the shares will be voted “FOR” the Extension Amendment Proposal,
“FOR” the Redemption Limitation Amendment Proposal, “FOR” the Founder Share Amendment Proposal and, if
presented, “FOR” the Stockholder Adjournment Proposal, and as the proxy holders may determine in their discretion with
respect to any other matters that may properly come before the special meeting.
Stockholders who hold their
shares in “street name,” meaning the name of a broker or other nominee who is the record holder, must either direct the record
holder of their shares to vote their shares or obtain a legal proxy from the record holder to vote their shares at the special meeting.
Revocability of Proxies
Any proxy may be revoked by
the person giving it at any time before the polls close at the special meeting. A proxy may be revoked by filing with the Company’s
Corporate Secretary, at Landcadia Holdings IV, Inc., 1510 West Loop South, Houston, Texas 77027, either a written notice of revocation
bearing a date later than the date of such proxy or a subsequent proxy relating to the same shares or by attending the special meeting
and voting virtually.
Simply attending the special
meeting will not constitute a revocation of your proxy. If your shares are held in the name of a broker or other nominee who is the record
holder, you must follow the instructions of your broker or other nominee to revoke a previously given proxy.
Attendance at the Special Meeting
Only holders of common stock,
their proxy holders and guests the Company may invite may attend the special meeting. If you wish to attend the special meeting virtually
but you hold your shares or units through someone else, such as a broker, please follow the instructions you receive from your broker,
bank or other nominee holding your shares. You must provide a legal proxy from the broker, bank or other nominee holding your shares,
confirming your beneficial ownership of the shares and giving you the right to vote your shares.
Solicitation of Proxies
Your proxy is being solicited
by our Board on the proposals being presented to the stockholders at the special meeting. In addition to these mailed proxy materials,
our directors and executive officers may also solicit proxies in person, by telephone or by other means of communication. These parties
will not be paid any additional compensation for soliciting proxies. The Company may also reimburse brokerage firms, banks and other agents
for the cost of forwarding proxy materials to beneficial owners. The Company did not engage a proxy solicitor to assist in the solicitation
of proxies for the special meeting of stockholders.
The cost of preparing, assembling,
printing and mailing this proxy statement and the accompanying form of proxy, and the cost of soliciting proxies relating to the special
meeting, will be borne by the Company.
Some banks and brokers have
customers who beneficially own common stock listed of record in the names of nominees. The Company intends to request banks and brokers
to solicit such customers and will reimburse them for their reasonable out-of-pocket expenses for such solicitations. If any additional
solicitation of the holders of our outstanding common stock is deemed necessary, the Company (through our directors and executive officers)
anticipates making such solicitation directly.
No Right of Appraisal
The Company’s stockholders
do not have appraisal rights under the DGCL in connection with the proposals to be voted on at the special meeting. Accordingly, our stockholders
have no right to dissent and obtain payment for their shares.
Other Business
The Company is not
currently aware of any business to be acted upon at the special meeting other than the matters discussed in this proxy statement.
The form of proxy accompanying this proxy statement confers discretionary authority upon the named proxy holders with respect to
amendments or variations to the matters identified in the accompanying Notice of Special Meeting of Stockholders and with respect to
any other matters which may properly come before the special meeting. If other matters do properly come before the special meeting,
or at any adjournment(s) of the special meeting, the Company expects that the shares of common stock represented by properly
submitted proxies will be voted by the proxy holders in accordance with the recommendations of our Board.
Principal Executive Offices
Our principal executive offices
are located at 1510 West Loop South, Houston, Texas 77027. Our telephone number at such address is (713) 850-1010.
THE EXTENSION AMENDMENT PROPOSAL
The Extension Amendment
The Company’s prospectus
for its IPO and its charter initially provided that the Company had until March 29, 2023 (or 24 months after the closing date of
its IPO) to complete a business combination. On December 22, 2022, the Company’s stockholders approved an amendment to the charter
to extend the time the Company has to complete a business combination to September 29, 2023, or the Combination Period. The Company’s
Board currently believes that there will not be sufficient time within the Combination Period to complete a business combination. Accordingly,
the Company is proposing to amend its charter to extend the date by which the Company must consummate a business combination to the Extended
Date, March 24, 2024.
The sole purpose of the Extension
Amendment Proposal is to provide the Company with additional time to complete a business combination. Approval of the Extension Amendment
Proposal is a condition to the implementation of the Extension. In addition, unless the Redemption
Limitation Amendment Proposal is approved, the Company will not proceed with the Extension if the number of redemptions of our
public shares would cause the Company to have less than $5,000,001 of net tangible assets following implementation of the Extension Amendment.
If the Extension Amendment
Proposal is not approved or if the Extension Amendment is approved but not implemented and the Company has not consummated a business
combination by the Current Outside Date, 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 public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account,
including interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000
of interest 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 liquidating distributions, if any), and (iii) as
promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and our Board, liquidate
and dissolve, 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.
A copy of the proposed amendment
to the charter is attached to this proxy statement as Annex A.
Reasons for the Proposal
The charter provides that
the Company has until the Current Outside Date, September 29, 2023, to complete a business combination. The sole purpose of the Extension
Amendment Proposal is to provide the Company with additional time to complete a business combination, which the Board believes is in
the best interest of our stockholders. The Company believes that given the Company’s expenditure of time, effort and money on searching
for potential business combination opportunities, circumstances warrant providing public stockholders an opportunity to consider an initial
business combination. Accordingly, since the Company will not be able to complete an initial business combination by the Current Outside
Date, the Company has determined to seek stockholder approval to extend the time for closing a business combination beyond the Current
Outside Date to the Extended Date, March 24, 2024. The Company and its officers and directors agreed that they would not seek to amend
the charter to allow for a longer period of time to complete a business combination unless the Company provided holders of public shares
with the right to seek conversion of their public shares in connection therewith.
If the Extension Amendment Proposal is Not
Approved or if the Extension Amendment is Approved but Not Implemented
Stockholder approval of the
Extension Amendment Proposal is required for the implementation of our Board’s plan to extend the date by which we must consummate
an initial business combination. Therefore, our Board will abandon and not implement the Extension Amendment unless our stockholders
approve the Extension Amendment Proposal.
If the Extension Amendment
Proposal is not approved or if the Extension Amendment is approved but not implemented and the Company does not consummate a business
combination by the Current Outside Date, in accordance with our charter, 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 public shares, at a per-share price, payable in cash, equal to the aggregate amount
then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to
us to pay our taxes (less up to $100,000 of interest 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
liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval
of the remaining stockholders and our Board, liquidate and dissolve, 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.
The holders of the founder
shares have waived their rights to participate in any liquidation distribution with respect to such shares. The Company will pay the
costs of liquidation from up to $100,000 of interest on the trust account and its remaining assets outside of the trust account.
If the Extension Amendment Proposal is Approved
If the Extension Amendment
Proposal is approved, and the Extension Amendment is implemented the Company will file an amendment to the charter with the Secretary
of State of the State of Delaware in the form of Annex A hereto to extend the time it must complete a business combination
until the Extended Date. The Company will remain a reporting company under the Exchange Act, and its units, public shares and public
warrants will remain publicly traded. The Company will then continue to work to consummate a business combination by the Extended Date.
You are not being asked
to vote on a business combination at this time. If the Extension Amendment is implemented and you do not elect to redeem your public
shares in connection with the Extension, provided that you are a stockholder on the record date for a meeting to consider a business
combination, you will retain the right to vote on a business combination when it is submitted to stockholders and the right to redeem
your public shares for cash from the trust account in the event a business combination is approved and completed or the Company has not
consummated a business combination by the Extended Date.
If the Extension Amendment
Proposal is approved, and the Extension Amendment is implemented, the removal of the Withdrawal Amount from the trust account in connection
with the Election will reduce the amount held in the trust account following the Election. The Company cannot predict the amount that
will remain in the trust account after such withdrawal if the Extension Amendment Proposal is approved and the amount remaining in the
trust account will be only a fraction of the $[●] (including interest but less the funds used to pay taxes) that was in the trust
account as of the record date. In such event, the Company may still seek to obtain additional funds to complete a business combination,
and there can be no assurance that such funds will be available on terms acceptable to the parties or at all. Unless the Redemption Limitation
Amendment Proposal is approved, we will not proceed with the Extension if redemptions or repurchases of our public shares would cause
us to have less than $5,000,001 of net tangible assets following implementation of the Extension Amendment.
Further, if the Extension
Amendment Proposal is approved by the stockholders and the Warrant Amendment Proposal is not approved by the public warrantholders, then
the warrants will remain outstanding under the current Warrant Agreement and will not be converted into cash and/or shares of common
stock as described above.
Redemption Rights
If the Extension Amendment
Proposal is approved, and the Extension Amendment is implemented, public stockholders may elect to redeem their shares for a per-share
price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to such approval,
including any interest earned on the funds held in the trust account (which interest shall be net of taxes payable), divided by the number
of then outstanding public shares. However, unless the Redemption Limitation Amendment Proposal is approved, the Company may not redeem
our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. If the Extension Amendment Proposal
is approved by the requisite vote of stockholders, and the Extension Amendment is implemented, the remaining holders of public shares
will retain the opportunity to have their public shares redeemed in conjunction with the consummation of a business combination, subject
to any limitations set forth in our charter, as amended. In addition, public stockholders who vote for the Extension Amendment Proposal
and do not make the Election would be entitled to have their shares redeemed for cash if the Company has
not completed a business combination by the Extended Date.
TO EXERCISE YOUR REDEMPTION
RIGHTS, YOU MUST ENSURE YOUR BANK OR BROKER COMPLIES WITH THE REQUIREMENTS IDENTIFIED HEREIN, INCLUDING SUBMITTING A WRITTEN REQUEST
THAT YOUR SHARES BE REDEEMED FOR CASH TO THE TRANSFER AGENT AND DELIVERING YOUR SHARES TO THE TRANSFER AGENT PRIOR TO 5:00 P.M.
EST ON [●], 2023 (TWO BUSINESS DAYS BEFORE THE SCHEDULED VOTE AT THE SPECIAL MEETING). YOU WILL ONLY BE ENTITLED TO RECEIVE CASH
IN CONNECTION WITH A REDEMPTION OF THESE SHARES IF YOU CONTINUE TO HOLD THEM UNTIL THE EFFECTIVE DATE OF THE EXTENSION AMENDMENT AND
ELECTION.
Pursuant to our charter, a
public stockholder may request that the Company redeem all or a portion of such public stockholder’s public shares for cash if
the Extension Amendment Proposal is approved and the Extension Amendment is implemented. You will be entitled to receive cash for any
public shares to be redeemed only if you:
(i) (a) hold
public shares or (b) hold public shares through units and you elect to separate your units into the underlying public
shares and public warrants prior to exercising your redemption rights with respect to the public shares; and
(ii) prior to
5:00 p.m. Eastern Time, on [●], 2023 (two business days prior to the scheduled vote at the special meeting of stockholders),
(a) submit a written request, including the name, phone number, and address of the beneficial owner of the shares for which redemption
is requested, to Continental Stock Transfer & Trust Company, the Company’s transfer agent, at Continental Stock Transfer &
Trust Company, 1 State Street, 30th Floor, New York, New York 10004, Attn: SPAC Redemptions (e-mail: spacredemptions@continentalstock.com),
that the Company redeem your public shares for cash and (b) deliver your public shares to the transfer agent, physically or electronically
through DTC.
Holders of units must
elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares.
If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect
to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own
name, the holder must contact the transfer agent directly and instruct it to do so.
Public stockholders may
elect to redeem all or a portion of their public shares, whether they vote for or against the Extension Amendment Proposal and regardless
of whether they hold public shares on the record date.
Through DTC’s DWAC (Deposit/Withdrawal
at Custodian) System, this electronic delivery process can be accomplished by the stockholder, whether or not it is a record holder or
its shares are held in “street name,” by contacting the transfer agent or its broker and requesting delivery of its shares
through the DWAC system. Delivering shares physically may take significantly longer. In order to obtain a physical stock certificate,
a stockholder’s broker and/or clearing broker, DTC, and the Company’s transfer agent will need to act together to facilitate
this request. There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares
or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker $100 and the broker would determine
whether or not to pass this cost on to the redeeming holder. It is the Company’s understanding that stockholders should generally
allot at least two weeks to obtain physical certificates from the transfer agent. The Company does not have any control over this process
or over the brokers or DTC, and it may take longer than two weeks to obtain a physical stock certificate. Such stockholders will have
less time to make their investment decision than those stockholders that deliver their shares through the DWAC system. Stockholders who
request physical stock certificates and wish to redeem may be unable to meet the deadline for tendering their shares before exercising
their redemption rights and thus will be unable to redeem their shares. Certificates that have not been tendered in accordance with these
procedures prior to the vote on the Extension Amendment Proposal will not be redeemed for cash held in the trust account. In the event
that a public stockholder tenders its shares and decides prior to the vote at the special meeting that it does not want to redeem its
shares, the stockholder may withdraw the tender. If you delivered your shares for redemption to our transfer agent and decide prior to
the vote at the special meeting not to redeem your shares, you may request that our transfer agent return the shares (physically or electronically).
You may make such request by contacting our transfer agent at the address listed above. In the event that a public stockholder tenders
shares and the Extension Amendment Proposal is not approved, or the Extension Amendment Proposal is approved, but the Extension Amendment
is not implemented, these shares will not be redeemed and the physical certificates representing these shares will be returned to the
stockholder promptly following the determination that the Extension Amendment will not be implemented. The Company anticipates that a
public stockholder who tenders shares for redemption in connection with the vote to approve the Extension Amendment would receive payment
of the redemption price for such shares soon after the implementation of the Extension Amendment. The transfer agent will hold the certificates
of public stockholders that make the election until such shares are redeemed for cash or returned to such stockholders.
If properly demanded, and
the Extension Amendment is implemented, the Company will redeem each public share for a per-share price, payable in cash, equal to the
aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously
released to us to pay our franchise and income taxes, divided by the number of then outstanding public shares. Based on the amount in
the trust account as of the record date, this would amount to approximately $[●] per share. The closing price of the common stock
on Nasdaq on [●], 2023, the record date, was $[●]. Accordingly, if the market price were to remain the same until the date
of the special meeting, exercising redemption rights would result in a public stockholder receiving approximately $[●] more than
if such stockholder sold the public shares in the open market. The Company cannot assure public stockholders that they will be able to
sell their public shares in the open market, even if the market price per share is higher than the redemption price stated above, as
there may not be sufficient liquidity in its securities when such stockholders wish to sell their shares.
If you exercise your redemption
rights, you will be exchanging your shares of the Company’s common stock for cash and will no longer own the shares. You will be
entitled to receive cash for these shares only if you properly demand redemption and tender your stock certificate(s) to the Company’s
transfer agent prior to 5:00 p.m. Eastern Time on [●], 2023 (two business days before the scheduled vote at the special meeting).
The Company anticipates that a public stockholder who tenders shares for redemption in connection with the vote to approve the Extension
Amendment Proposal would receive payment of the redemption price for such shares soon after the Extension Amendment is implemented.
Interests of the Company’s Directors
and Executive Officers
When you consider the recommendation
of our Board, you should keep in mind that the Company’s executive officers and directors, and their affiliates, have interests
that may be different from, or in addition to, your interests as a stockholder. These interests include, among other things:
| · | If
the Extension Amendment Proposal is not approved or if the Extension Amendment is approved
but not implemented and the Company does not consummate a business combination by the Current
Outside Date, in accordance with our charter, the 12,500,000 founder shares held by TJF and
JUSH, which were acquired by the Sponsors directly from the Company for an aggregate investment
of $11,000, or approximately $0.0001 per share, will be worthless (as the Sponsors, officers
and directors and JUSH have waived liquidation rights with respect to such shares). Such
shares, if unrestricted and freely tradable, would have an aggregate market value of approximately
$[●] based on the closing price of $[●] per public share on Nasdaq on [●],
2023 (the record date); |
| · | If
the Extension Amendment Proposal is not approved or if the Extension Amendment is approved
but not implemented and the Company does not consummate a business combination by the Current
Outside Date, in accordance with our charter, the 8,333,333 private placement warrants held
by TJF and JUSH, which were purchased by our Sponsors for an aggregate investment of $12,500,000,
or $1.50 per warrant, will be worthless, as they will expire. Such private placement warrants,
if unrestricted and freely tradable, would have an aggregate market value of $[●] based
on the closing price of $[●] per public warrant on Nasdaq on [●], 2023 (the record
date); |
|
· |
If the Extension Amendment Proposal is not approved or if the Extension Amendment is approved but not implemented and the Company does not consummate a business combination by the Current Outside Date, in accordance with our charter, the Company will only repay TJF and JUSH the principal outstanding under the A&R Convertible Notes (as defined below) using funds, if any, held outside the trust account, and any value associated with the option to convert up to an aggregate amount of $1,500,000 into private placement-equivalent warrants, at a conversion price of $1.50 per warrant, with each warrant entitling the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to the same adjustments applicable to the private placement warrants sold concurrently with the Company’s IPO, will be worthless. As of June 30, 2023, the Company had borrowed $986,856 from each of TJF and JUSH, or $1,973,712 in the aggregate, under the A&R Convertible Notes; |
| · | Excluding
the A&R Convertible Notes, even if the trading price of the public shares were as low
as $1.01 per share, the aggregate market value of the founder shares alone (without taking
into account the value of the private placement warrants) would be approximately equal to
the initial investment in the Company by the Sponsors. As a result, if a business combination
is completed, the Sponsors and JUSH are likely to be able to make a substantial profit on
their investment in us even at a time when the public shares have lost significant value.
On the other hand, if the Extension Amendment Proposal is not approved or if the Extension
Amendment is approved but not implemented and the Company liquidates without completing its
initial business combination within the Combination Period, the Sponsors and JUSH will lose
their entire investment in us. |
| · | Richard
Handler, our Co-Chairman and President, is also the Chief Executive Officer and director
of JFG and chairman of the board of directors, Chief Executive Officer and President of JFG’s
largest subsidiary, Jefferies Group LLC and its largest subsidiary, Jefferies LLC. Jefferies
LLC, the sole underwriter of our IPO, and a wholly-owned direct subsidiary of Jefferies Group
LLC, a wholly-owned direct subsidiary of JFG, will be entitled to receive a deferred underwriting
commission of $17,500,000 if the Company consummates a business combination. If the Extension
Amendment Proposal is not approved or if the Extension Amendment is approved but not implemented
and the Company does not consummate a business combination within the Combination Period,
Jefferies LLC will not be entitled to this fee. |
| · | Our
Sponsors, officers and directors and JUSH have agreed to waive their redemption rights with
respect to their founder shares and any public shares they hold in connection with the Extension
Amendment Proposal. In addition, our Sponsors, officers and directors and JUSH have agreed
to waive their rights to liquidating distributions from the trust account with respect to
their founder shares if we fail to complete a business combination within the Combination
Period. There will be no redemption rights or liquidating distributions with respect to the
private placement warrants or public warrants, which will expire worthless if we fail to
complete an initial business combination within the Combination Period. |
| · | In
order to protect the amounts held in the trust account, our Sponsors have agreed that they
will be liable to us if and to the extent any claims by a vendor for services rendered or
products sold to us, or a prospective target business with which we have entered into a transaction
agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.00
per public share and (ii) the actual amount per public share held in the trust account
as of the date of the liquidation of the trust account, if less than $10.00 per public share
due to reductions in the value of the trust assets, less taxes payable; provided that such
liability will not apply to any claims by a third party or prospective target business who
executed a waiver of any and all rights to the monies held in the trust account (whether
or not such waiver is enforceable) nor will it apply to any claims under our indemnity of
the underwriters of the IPO against certain liabilities, including liabilities under the
Securities Act of 1933, as amended; |
| · | All
rights specified in the charter relating to the right of officers and directors to be indemnified
by the Company, and of the Company’s executive officers and directors to be exculpated
from monetary liability with respect to prior acts or omissions, will continue after a business
combination. If a business combination is not approved and the Company liquidates, the Company
will not be able to perform its obligations to its officers and directors under those provisions; |
| · | All
of the current members of our Board are expected to continue to serve as directors at least
through the date of the special meeting to approve a business combination and some are expected
to continue to serve following a business combination and receive compensation thereafter;
and |
| · | The
Company’s executive officers and directors, and their affiliates are entitled to reimbursement
of 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 the Company fails to obtain the Extension and consummate a business combination,
they will not have any claim against the trust account for reimbursement. Accordingly, the
Company will most likely not be able to reimburse these expenses if a business combination
is not completed. |
Additionally, if the Extension
Amendment Proposal is approved and we consummate an initial business combination, our Sponsors, officers and directors and JUSH may have
additional interests as will be described in the proxy statement for the business combination.
Required Vote
The affirmative vote by holders
of 65% of the Company’s outstanding Class A common stock and Class B common stock, voting together as a single class,
is required to approve the Extension Amendment Proposal. Approval of the Extension Amendment Proposal is a condition to the implementation
of the Extension. In addition, unless the Redemption Limitation Amendment Proposal is approved,
the Company will not proceed with the Extension if the number of redemptions of our public shares would cause the Company to have less
than $5,000,001 of net tangible assets following implementation of the Extension Amendment.
If the Extension Amendment
Proposal is not approved or if the Extension Amendment is approved but not implemented and the Company does not consummate a business
combination by the Current Outside Date, as contemplated by our IPO prospectus and in accordance with our charter, 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 public shares, at a per-share price, payable
in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust
account and not previously released to us to pay our taxes (less up to $100,000 of interest 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 liquidating distributions, if any), and (iii) as promptly as reasonably possible following
such redemption, subject to the approval of the remaining stockholders and our Board, liquidate and dissolve, 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.
Our Sponsors, JUSH and all
of the Company’s directors and executive officers are expected to vote any common stock owned by them in favor of the Extension
Amendment Proposal. As of the record date, the Company’s founder shares represent approximately 90.2% of the Company’s outstanding
common stock and 100% of the founder shares are held by TJF and JUSH. Accordingly, TJF and JUSH will be able to approve the Extension
Amendment Proposal even if no public shares are voted in favor of such proposal.
In addition, the Company’s
Sponsors, directors, officers and JUSH, or any of their respective affiliates, may purchase public shares in privately negotiated transactions
or in the open market prior to or following the special meeting, although they are under no obligation to do so. Such public shares purchased
by the Company, the Sponsors, the directors, officers, JUSH or any of their respective affiliates would be (a) purchased at a price
no higher than the redemption price for the public shares, which is currently estimated to be $[●] per share and (b) would
not be (i) voted by the Company, the Sponsors, the directors, officers or JUSH or their respective affiliates at the special meeting
or (ii) redeemable by the Company, the Sponsors, the directors, officers or JUSH or their respective affiliates. Any such purchases
that are completed after the record date for the special meeting may include an agreement with a selling stockholder that such stockholder,
for so long as it remains the record holder of the shares in question, will vote in favor of the proposals to be voted upon at the special
meeting of stockholders and/or will not exercise its redemption rights with respect to the shares so purchased. The purpose of such share
purchases and other transactions would be to increase the likelihood that the proposals to be voted upon at the special meeting of stockholders
are approved by the requisite number of votes and to reduce the number of public shares that are redeemed. In the event that such purchases
do occur, the purchasers may seek to purchase shares from stockholders who would otherwise have voted against the proposals to be voted
upon at the special meeting of stockholders and elected to redeem their shares for a portion of the trust account. Any such privately
negotiated purchases may be effected at purchase prices that are below the per-share pro rata portion of the trust account. None
of the Company, the Sponsors, the directors, officers or JUSH or their respective affiliates may make any such purchases when they are
in possession of any material non-public information not disclosed to the seller or during a restricted period under Regulation M
under the Exchange Act.
Recommendation
As discussed above, after
careful consideration of all relevant factors, our Board has determined that the Extension Amendment Proposal is in the best interests
of the Company and its stockholders. Our Board has approved and declared advisable adoption of the Extension Amendment Proposal.
OUR BOARD RECOMMENDS THAT
YOU VOTE “FOR” THE EXTENSION AMENDMENT PROPOSAL. OUR BOARD EXPRESSES NO OPINION AS TO WHETHER YOU SHOULD REDEEM YOUR PUBLIC
SHARES.
The existence of financial
and personal interests of our directors and officers may result in a conflict of interest on the part of one or more of the directors
or officers between what he, she or they may believe is in the best interests of the Company and its stockholders and what he, she or
they may believe is best for himself, herself or themselves in determining to recommend that stockholders vote for the proposals.
THE REDEMPTION LIMITATION
AMENDMENT PROPOSAL
Overview
The
Company is proposing to amend its charter to eliminate the requirement that the Company have at least $5,000,001 in tangible net assets
(as determined in accordance with Rule 3a51-1(g)(1) under the Exchange Act) in order to consummate the business combination.
Approval of the Extension Amendment Proposal is a condition to the implementation of the Extension and the Redemption Limitation. Approval
of the Redemption Limitation Amendment Proposal is a condition to the implementation of the Redemption Limitation. A copy of the proposed
amendments to the charter is attached to this proxy statement in Annex A.
Reasons for the Redemption
Limitation Amendment Proposal
Our
Board believes the opportunity to consummate a business combination is in the best interests of the Company and its stockholders.
If
the Redemption Limitation Amendment Proposal is not approved and there are significant requests for redemption such that the Redemption
Limitation would be exceeded, the Redemption Limitation would prevent the Company from being able to consummate the Extension or a business
combination. If the Redemption Limitation Amendment Proposal is not approved, we will not redeem public shares to the extent that accepting
all properly submitted redemption requests would exceed the Redemption Limitation. In the event that the Redemption Limitation Amendment
Proposal is not approved and we receive notice of redemptions of public shares approaching or in excess of the Redemption Limitation,
we and/or the Sponsors may take action to increase our net tangible assets to avoid exceeding the Redemption Limitation.
The
Company believes that the Redemption Limitation is not needed. The purpose of such limitation was initially to ensure that the Company
did not become subject to the SEC’s “penny stock” rules. Because the public shares would not be deemed to be “penny
stock” as such securities are listed on a national securities exchange, the Company is presenting the Redemption Limitation Amendment
Proposal to facilitate the consummation of a business combination. If the Redemption Limitation Amendment Proposal is not approved and
there are significant requests for redemption such that the Company’s net tangible assets would be less than $5,000,001 upon the
consummation of the business combination, the charter would prevent the Company from being able to consummate the business combination
even if all other conditions to closing are met.
Required Vote
The affirmative vote by holders
of 65% of the Company’s outstanding Class A common stock and Class B common stock, voting together as a single class,
is required to approve the Redemption Limitation Amendment Proposal. As of the record date, the Company’s founder shares represent
approximately 90.2% of the Company’s outstanding common stock and 100% of the founder shares are held by TJF and JUSH. Accordingly,
TJF and JUSH will be able to approve the Redemption Limitation Amendment Proposal even if no public shares are voted in favor of such
proposal. The Redemption Limitation Amendment Proposal is cross-conditioned on the approval of the Extension Amendment Proposal. Accordingly,
even if the Redemption Limitation Amendment Proposal is approved, the Redemption Limitation Amendment will not be implemented if the
Extension Amendment Proposal is not approved. Approval of the Redemption Limitation Amendment Proposal is a condition to the implementation
of the Redemption Limitation. If the Redemption Limitation Amendment Proposal is not approved, the Redemption Limitation Amendment will
not be implemented.
All
of the Company’s directors, executive officers and their affiliates are expected to vote any common stock owned by them in favor
of the Redemption Limitation Amendment Proposal.
Recommendation
As
discussed above, after careful consideration of all relevant factors, our Board has determined that the Redemption Limitation Amendment
Proposal is in the best interests of the Company and its stockholders. Our Board has approved and declared advisable the adoption of
the Redemption Limitation Amendment Proposal.
OUR
BOARD RECOMMENDS THAT YOU VOTE “FOR” THE REDEMPTION LIMITATION AMENDMENT PROPOSAL.
The existence of financial
and personal interests of our directors and officers may result in a conflict of interest on the part of one or more of the directors
or officers between what he, she or they may believe is in the best interests of the Company and its stockholders and what he, she or
they may believe is best for himself, herself or themselves in determining to recommend that stockholders vote for the proposals. See
the section entitled “The Extension Amendment — Interests of the Company’s Directors and Executive Officers”
for a further discussion.
THE FOUNDER SHARE
AMENDMENT PROPOSAL
Overview
The
Company is proposing to amend its charter to allow the Company to convert the founder shares to Class A Common Stock for a one-for-one basis at
any point prior to the business combination at the option of the holder.
Upon
conversion of the founder shares to Class A Common Stock, such Class A Stock Common converted from founder shares shall not
be entitled to receive funds from the trust account through redemptions or otherwise.
A
copy of the proposed amendments to the charter is attached to this proxy statement as Annex A.
Reasons for the Founder
Share Amendment Proposal
The
Company’s charter provides that the holders of Class B common stock can convert their shares of Class B common stock
to Class A common stock upon the consummation of a business combination on a one-to-one basis at the option of the
holder. The purpose of the Founder Share Amendment Proposal is to allow conversion of the founder shares at any time prior to a business
combination. This flexibility may aid the Company in retaining investors and meeting continued listing requirements necessary to continue
to pursue an initial business combination.
Required Vote
The
affirmative vote by holders of 65% of the Company’s outstanding Class A common stock and Class B common stock, voting
together as a single class, is required to approve the Founder Share Amendment. The Founder Share Amendment Proposal is cross-conditioned
on the approval of the Extension Amendment Proposal. Accordingly, even if the Founder Share Amendment Proposal is approved, the Founder
Share Amendment will not be implemented if the Extension Amendment Proposal is not approved. Approval of the Founder Share Amendment
Proposal is a condition to the implementation of the Founder Share Amendment. If the Founder Share Amendment Proposal is not approved,
the Founder Share Amendment will not be implemented and the Sponsor will not be permitted to convert its shares of Class B common stock
into shares of Class A common stock before the completion of our initial business combination.
As
of the record date, the Company’s founder shares represent approximately 90.2% of the Company’s outstanding common stock
and 100% of the founder shares are held by TJF and JUSH. Accordingly, TJF and JUSH will be able to approve the Founder Share Amendment
Proposal even if no public shares are voted in favor of such proposal. All of the Company’s directors, executive officers and their
affiliates are expected to vote any common stock owned by them in favor of the Founder Share Amendment.
Recommendation
As
discussed above, after careful consideration of all relevant factors, our Board has determined that the Founder Share Amendment Proposal
is in the best interests of the Company and its stockholders. Our Board has approved and declared advisable the adoption of the Founder
Share Amendment Proposal.
OUR
BOARD RECOMMENDS THAT YOU VOTE “FOR” THE FOUNDER SHARE AMENDMENT PROPOSAL.
The existence of financial
and personal interests of our directors and officers may result in a conflict of interest on the part of one or more of the directors
or officers between what he, she or they may believe is in the best interests of the Company and its stockholders and what he, she or
they may believe is best for himself, herself or themselves in determining to recommend that stockholders vote for the proposals. See
the section entitled “The Extension Amendment — Interests of the Company’s Directors and Executive Officers”
for a further discussion.
THE STOCKHOLDER ADJOURNMENT PROPOSAL
Overview
The Stockholder Adjournment
Proposal, if adopted, will allow our Board to adjourn the special meeting of stockholders to a later date or dates, if necessary or appropriate,
to permit further solicitation of proxies in the event that there are insufficient votes for, or otherwise in connection with, the other
proposals. The Stockholder Adjournment Proposal will only be presented to our stockholders in the event that there are insufficient votes
for, or otherwise in connection with, the approval of the other proposals, or if we determine that additional time is necessary to effectuate
the Extension.
Consequences if the Stockholder Adjournment Proposal is Not Approved
If the Stockholder Adjournment
Proposal is not approved by our stockholders, our Board may not be able to adjourn the special meeting to a later date in the event that
there are insufficient votes for, or otherwise in connection with, the approval of the other proposals.
Required Vote
The approval of the Stockholder
Adjournment Proposal requires the affirmative vote of a majority of the votes cast by the Company’s stockholders represented in
person (including virtually) or by proxy. Accordingly, if a valid quorum is otherwise established, a stockholder’s failure to vote
by proxy or online at the special meeting will have no effect on the outcome of any vote on the Stockholder Adjournment Proposal. Abstentions
will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the outcome
of the Stockholder Adjournment Proposal.
Recommendation
As discussed above, after
careful consideration of all relevant factors, our Board has determined that the Stockholder Adjournment Proposal is in the best interests
of the Company and its stockholders. Our Board has approved and declared advisable the adoption of the Stockholder Adjournment Proposal.
OUR BOARD RECOMMENDS THAT
YOU VOTE “FOR” THE STOCKHOLDER ADJOURNMENT PROPOSAL.
The existence of financial
and personal interests of our directors and officers may result in a conflict of interest on the part of one or more of the directors
or officers between what he, she or they may believe is in the best interests of the Company and its stockholders and what he, she or
they may believe is best for himself, herself or themselves in determining to recommend that stockholders vote for the proposals. See
the section entitled “The Extension Amendment — Interests of the Company’s Directors and Executive Officers”
for a further discussion.
THE SPECIAL MEETING OF PUBLIC WARRANTHOLDERS
Date, Time, Place and Purpose of the Special Meeting
The special meeting will be
held at [●] a.m., Eastern Time, on [●], 2023. The special meeting will be held virtually, at https://www.cstproxy.com/[●].
At the special meeting, the public warrantholders will consider and vote upon the following proposals:
| · | The
Warrant Amendment Proposal: To approve an amendment to the Warrant Agreement
to provide for the conversion, upon the consummation of a business combination, of all of
the 12,500,000 outstanding public warrants into the right to receive $[●] per public
warrant, payable in cash or shares of the Company’s common stock, at the discretion
of the Company, which the Company believes will increase the Company’s strategic opportunities
and attractiveness to potential target businesses and future investors by eliminating the
dilutive impact of the warrants; and |
| · | The
Warrantholder Adjournment Proposal: To approve the adjournment of the
special meeting of public warrantholders to a later date or dates, if necessary or appropriate,
to permit further solicitation and vote of proxies in the event that there are insufficient
votes to approve, or otherwise in connection with, the other proposals or if we determine
that additional time is necessary to effectuate the Warrantholder Amendment Proposal. |
Quorum
A quorum of public warrantholders
is necessary to hold a valid meeting. A quorum will be present if at least a majority of the votes that could be cast by the holders
of all outstanding public warrants entitled to vote at the special meeting are presented in person (including virtually) or represented
by proxy at the special meeting. Your public warrants will be counted towards the quorum only if you submit a valid proxy (or one is
submitted on your behalf by your broker, bank or other nominee) or if you vote online at the special meeting. Abstentions will be counted
towards the quorum requirement. In the absence of a quorum, the presiding officer of the special meeting has the power to adjourn the
special meeting. As of the record date for the special meeting, 6,250,001 public warrants would be required to achieve a quorum.
Voting Power; Record Date
You will be entitled to vote
or direct votes to be cast at the special meeting if you owned our public warrants, including as a constituent part of a unit, at the
close of business on [●], 2023, the record date for the special meeting. You will have one vote per proposal for each public warrant
you owned at that time. Holders of our private placement warrants are not entitled to vote on the proposals presented to public warrantholders
at the special meeting of public warrantholders.
At the close of business on
the record date, there were 12,500,000 outstanding public warrants, each of which entitles its holder to cast one vote per proposal.
Holders of private placement
warrants are not entitled to vote on the proposals presented to public warrantholders at the special meeting of public warrantholders.
If the Warrant Amendment Proposal is approved, TJF and JUSH, as holders of all of the outstanding private placement warrants, have agreed
to provide their written consent to amend the Warrant Agreement to convert the private placement warrants in the same manner as the public
warrants.
Votes Required
Under the terms of the Warrant
Agreement, the affirmative vote of 50% or more of our 12,500,000 outstanding public warrants as of the record date will be required to
approve the Warrant Amendment Proposal. Accordingly, a public warrantholder’s failure to vote by proxy or to vote in person (including
virtually) at the special meeting of public warrantholders, an abstention from voting or a broker non-vote will have the same effect
as a vote “AGAINST” the Warrant Amendment Proposal.
Approval of the Warrantholder
Adjournment Proposal requires the affirmative vote of the majority of the votes cast by public warrantholders represented in person (including
virtually) or by proxy at the special meeting of public warrantholders. Accordingly, abstentions will be counted in connection with the
determination of whether a valid quorum is established but will have no effect on the Warrantholder Adjournment Proposal. Since the Warrantholder
Adjournment Proposal is considered a routine matter, brokers will be entitled to vote on the Warrantholder Adjournment Proposal absent
voting instructions, and thus there should be no broker non-votes with respect to the Warrantholder Adjournment Proposal.
Voting
You can vote your public warrants
at the special meeting by proxy or virtually.
You can vote by proxy by having
one or more individuals who will be at the special meeting vote your public warrants for you. These individuals are called “proxies”
and using them to cast your ballot at the special meeting is called voting “by proxy.”
If you wish to vote by proxy,
you must (i) complete the enclosed form, called a “proxy card,” and mail it in the envelope provided or (ii) submit
your proxy by telephone or over the Internet (if those options are available to you) in accordance with the instructions on the enclosed
proxy card or voting instruction card.
If you complete the proxy
card and mail it in the envelope provided or submit your proxy by telephone or over the Internet as described above, you will designate
Richard H. Liem and Steven L. Scheinthal to act as your proxy at the special meeting. One of them will then vote your public warrants
at the special meeting in accordance with the instructions you have given them in the proxy card or voting instructions, as applicable,
with respect to the proposals presented in this proxy statement. Proxies will extend to, and be voted at, any adjournment(s) of the special
meeting.
Alternatively, you can vote
your public warrants in person by attending the special meeting virtually.
A special note for those
who plan to attend the special meeting and vote virtually: if your public warrants or units are held in the name of a broker, bank
or other nominee, please follow the instructions you receive from your broker, bank or other nominee holding your public warrants. You
will not be able to vote at the special meeting unless you obtain a legal proxy from the record holder of your public warrants.
Our Board is asking for your
proxy. Giving our Board your proxy means you authorize it to vote your public warrants at the special meeting in the manner you direct.
You may vote for or against the Warrant Amendment Proposal and/or the Warrantholder Adjournment Proposal or you may abstain from voting.
All valid proxies received prior to the special meeting will be voted. All public warrants represented by a proxy will be voted, and
where a public warrantholder specifies by means of the proxy a choice with respect to any matter to be acted upon, the public warrants
will be voted in accordance with the specification so made. If no choice is indicated on the proxy, the public warrants will be voted
“FOR” the Warrant Amendment Proposal and, if presented, “FOR” the Warrantholder Adjournment Proposal, and as
the proxy holders may determine in their discretion with respect to any other matters that may properly come before the special meeting.
Public warrantholders who
have questions or need assistance in completing or submitting their proxy cards should contact our proxy solicitor, Morrow, at (203)
658-9400 (call collect), (800) 662-5200 (call toll-free), or by sending an email to LCA.info@investor.morrowsodali.com.
Public warrantholders who
hold their public warrants in “street name,” meaning the name of a broker or other nominee who is the record holder, must
either direct the record holder of their public warrants to vote their public warrants or obtain a legal proxy from the record holder
to vote their public warrants at the special meeting.
Revocability of Proxies
Any proxy may be revoked by
the person giving it at any time before the polls close at the special meeting. A proxy may be revoked by filing with the Company’s
Corporate Secretary, at Landcadia Holdings IV, Inc., 1510 West Loop South, Houston, Texas 77027, either a written notice of revocation
bearing a date later than the date of such proxy or a subsequent proxy relating to the same public warrants or by attending the special
meeting and voting virtually.
Simply attending the special
meeting will not constitute a revocation of your proxy. If your public warrants are held in the name of a broker or other nominee who
is the record holder, you must follow the instructions of your broker or other nominee to revoke a previously given proxy.
Attendance at the Special Meeting
Only holders of public warrants
as of the record date, their proxy holders and guests the Company may invite may attend the special meeting. If you wish to attend the
special meeting virtually but you hold your public warrants or units through someone else, such as a broker, please follow the instructions
you receive from your broker, bank or other nominee holding your public warrants. You must provide a legal proxy from the broker, bank
or other nominee holding your public warrants, confirming your beneficial ownership of the public warrants and giving you the right to
vote your public warrants.
Solicitation of Proxies
Your proxy is being solicited
by our Board on the proposals being presented to the public warrantholders at the special meeting. The Company has agreed to pay Morrow
a fee of $[●] to assist in the solicitation of proxies for the special meeting of public warrantholders. The Company will also
reimburse Morrow for reasonable and customary out-of-pocket expenses. In addition to these mailed proxy materials, our directors and
executive officers may also solicit proxies in person, by telephone or by other means of communication. These parties will not be paid
any additional compensation for soliciting proxies. The Company may also reimburse brokerage firms, banks and other agents for the cost
of forwarding proxy materials to beneficial owners. You may contact Morrow at:
Morrow Sodali LLC
333 Ludlow Street, 5th Floor, South Tower
Stamford, CT 06902
Tel: (800) 662-5200 (toll-free) or
(203) 658-9400 (banks and brokers can call collect)
Email: LCA.info@investor.morrowsodali.com
Some banks and brokers have
customers who beneficially own public warrants listed of record in the names of nominees. The Company intends to request banks and brokers
to solicit such customers and will reimburse them for their reasonable out-of-pocket expenses for such solicitations. If any additional
solicitation of the holders of our outstanding public warrants is deemed necessary, the Company (through our directors and executive
officers) anticipates making such solicitation directly.
Other Business
The Company is not currently
aware of any business to be acted upon at the special meeting other than the matters discussed in this proxy statement. The form of proxy
accompanying this proxy statement confers discretionary authority upon the named proxy holders with respect to amendments or variations
to the matters identified in the accompanying Notice of Special Meeting of Public Warrantholders and with respect to any other matters
which may properly come before the special meeting. If other matters do properly come before the special meeting, or at any adjournment(s)
of the special meeting, the Company expects that the public warrants represented by properly submitted proxies will be voted by the proxy
holders in accordance with the recommendations of our Board.
Warrant Ownership
None of the Company’s
Sponsors, officers or directors beneficially own public warrants.
THE WARRANT AMENDMENT PROPOSAL
Overview
The Company is proposing
to amend the Warrant Agreement governing the Company’s warrants, including the 12,500,000 outstanding public warrants, to eliminate
the potential dilution from the warrants so that each warrant is converted, upon the consummation of a business combination, into the
right to receive $[●] per warrant, payable in cash or shares of the Company’s common stock (valued at $10.00 per share),
at the discretion of the Company, which the Company believes will increase the Company’s strategic opportunities and attractiveness
to potential target businesses and future investors by eliminating the dilutive impact of the warrants. Public warrantholders are being
asked to approve only those amendments to the Warrant Agreement that relate to the terms of the public warrants. If the Warrant Amendment
Proposal is approved, TJF and JUSH, as holders of all of the outstanding private placement warrants, have agreed to provide their written
consent to amend the Warrant Agreement to convert the private placement warrants in the same manner as the public warrants. This section
of the proxy statement describes the material provisions of the Warrant Amendment, but does not purport to describe all of the terms
of the Warrant Amendment. This summary is qualified in its entirety by reference to the amendment to the Warrant Agreement (the “Warrant
Agreement Amendment”), a copy of which is attached as Annex B hereto.
Current Terms of the Public Warrants
Each whole public warrant
entitles the registered holder to purchase one share of the Company’s common stock at a price of $11.50 per share, subject to adjustment,
at any time commencing 30 days after the completion of the Company’s initial business combination. Only a whole public warrant
may be exercised at any given time by a public warrantholder. The public warrants expire five years after the date on which the Company
completes its initial business combination, at 5:00 p.m., New York time, or earlier upon redemption or liquidation. Once the public warrants
become exercisable, the Company may call the public warrants for redemption, in whole and not in part, at a price of $0.01 per public
warrant, upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each public
warrantholder and if, and only if, the reported closing price of the Class A common stock equals or exceeds $18.00 per share for any
20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the public
warrantholders. The Company may also call the public warrants for redemption, in whole and not in part, at a price of $0.10 per public
warrant, upon notice of not less than a 30-day redemption period provided that holders of public warrants will be able to exercise their
warrants on a cashless basis prior to redemption and receive that number of shares of Class A common stock determined by reference to
the table in the Warrant Agreement and if, and only if, the closing price of the Class A common stock equals or exceeds $10.00 per share
for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to
the public warrantholders. Public warrantholders should refer to the Company’s IPO prospectus and the actual text of the Warrant
Agreement, both of which contain a more complete description of the terms of the public warrants.
The Warrant Conversion
If the Warrant Amendment
Proposal is approved, the Warrant Agreement will be amended so that each public warrant is converted, upon the consummation of a business
combination, into the right to receive $[●] per public warrant, payable in cash or shares of the Company’s common stock (valued
at $10.00 per share), at the discretion of the Company. For example, if a public warrantholder holds 1,000 public warrants at the time
the Company consummates a business combination, such public warrantholder’s 1,000 public warrants would be converted into either
the right to receive $[●] in cash or [●] shares of the Company’s common stock (pursuant to the $10.00 per share valuation),
at the discretion of the Company.
In addition, if the Warrant
Amendment Proposal is approved, TJF and JUSH, as holders of all of the outstanding private placement warrants, have agreed to provide
their written consent to amend the Warrant Agreement to convert the private placement warrants in the same manner as the public warrants.
Reasons for the Warrant Amendment Proposal
The Board believes that
the amendment of our warrants as provided in the Warrant Amendment Proposal and the Warrant Agreement Amendment set forth as Annex
B to this proxy statement will increase the Company’s opportunities and attractiveness to potential target businesses
and future investors by eliminating the dilutive impact of the warrants.
Given that a meaningful
number of public shares have been and may be redeemed in connection with the Extension Amendment proposed at the special meeting of stockholders,
the Board believes that is in the Company’s best interest to eliminate the dilutive impact of the warrants. Otherwise, the Board
believes that the number of shares underlying the warrants in proportion to the total capitalization could make the Company unattractive
to potential target businesses and investors.
The Board believes that,
by eliminating the dilutive impact of the warrants, the Warrant Amendment Proposal will increase the Company’s opportunities and
attractiveness to potential target businesses and future investors. If the Extension Amendment Proposal is not approved or the Extension
is not implemented, our warrants will expire worthless. If Extension Amendment Proposal is approved by the stockholders and the Warrant
Amendment Proposal is not approved by the public warrantholders, then the warrants will remain outstanding under the current Warrant
Agreement and will not be converted into cash and/or shares of common stock as described above.
In the event the Warrant
Amendment Proposal and the Extension Amendment Proposal are approved (and not abandoned), we would enter into the Warrant Agreement Amendment,
the form of which is attached to this proxy statement as Annex B. As set forth in such Warrant Agreement Amendment, effective
upon consummation of the business combination, all of our warrants, including our public warrants, would be automatically converted into
the right to receive $[●] per public warrant payable in cash or shares of the Company’s common stock (valued at $10.00 per
share), at the discretion of the Company. You are encouraged to read the Warrant Agreement Amendment in its entirety.
Required Vote
Under Section 9.8 of the
Warrant Agreement, the Warrant Agreement may be amended with the written consent of the registered holders of 50% of the number of the
then outstanding public warrants and, solely with respect to any amendment to the terms of the private placement warrants, 50% of the
number of the then outstanding private placement warrants. Accordingly, the affirmative vote of 50% or more of the Company’s outstanding
public warrants as of the record date will be required to approve the Warrant Amendment Proposal. If the Warrant Amendment Proposal is
approved, TJF and JUSH, as holders of all of the outstanding private placement warrants, have agreed to provide their written consent
to amend the Warrant Agreement to convert the private placement warrants in the same manner as the public warrants.
If the Extension Amendment
Proposal does not become effective, our warrants, including our public warrants, will expire worthless. If the Extension Amendment Proposal
is approved by the stockholders and the Warrant Amendment Proposal is not approved by the public warrantholders, then the warrants will
remain outstanding under the current Warrant Agreement and will not be converted into cash and/or shares of common stock as described
above.
Recommendation
As discussed above, after
careful consideration of all relevant factors, our Board has determined that the Warrant Amendment Proposal is in the best interests
of the Company and its public warrantholders. Our Board has approved and declared advisable the adoption of the Warrant Amendment Proposal.
OUR
BOARD recommends that YOU VOTe “FOR” the Warrant Amendment Proposal.
THE WARRANT ADJOURNMENT PROPOSAL
Overview
The Warrantholder Adjournment
Proposal, if adopted, will allow our Board to adjourn the special meeting of public warrantholders to a later date or dates, if necessary
or appropriate, to permit further solicitation of proxies in the event that there are insufficient votes for, or otherwise in connection
with, the Warrant Amendment Proposal. The Warrantholder Adjournment Proposal will only be presented to our public warrantholders in the
event that there are insufficient votes for, or otherwise in connection with, the approval of the Warrant Amendment Proposal.
Consequences if the Warrantholder Adjournment
Proposal is Not Approved
If the Warrantholder Adjournment
Proposal is not approved by the public warrantholders, our Board may not be able to adjourn the special meeting of public warrantholders
to a later date in the event there are insufficient votes for, or otherwise in connection with, the approval of the Warrant Amendment
Proposal. If the Extension Amendment Proposal is approved by our stockholders, but the Warrant Amendment Proposal is not approved by
the public warrantholders, then the warrants will remain outstanding under the current Warrant Agreement and will not be converted into
cash and/or shares of common stock as described above.
Required Vote
Approval of the Warrantholder
Adjournment Proposal requires the affirmative vote of a majority of the votes cast by the Company’s public warrantholders represented
in person (including virtually) or by proxy. Accordingly, if a valid quorum is otherwise established, a public warrantholder’s
failure to vote by proxy or online at the special meeting will have no effect on the outcome of any vote on the Warrantholder Adjournment
Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no
effect on the outcome of the Warrantholder Adjournment Proposal.
Recommendation
As discussed above, after
careful consideration of all relevant factors, our Board has determined that the Warrantholder Adjournment Proposal is in the best interests
of the Company and its public warrantholders. Our Board has approved and declared advisable the adoption of the Warrantholder Adjournment
Proposal.
OUR BOARD RECOMMENDS THAT
YOU VOTE “FOR” THE WARRANTHOLDER ADJOURNMENT PROPOSAL.
U.S. FEDERAL INCOME TAX CONSIDERATIONS
The following discussion is
a summary of certain U.S. federal income tax considerations for U.S. Holders and Non-U.S. Holders (each as defined below, and together,
“Holders”) of public shares or public warrants (i) of the Extension Amendment Proposal and the Warrant
Amendment Proposal, and (ii) that elect to have their public shares redeemed for cash if the Extension Amendment Proposal is approved.
This section applies only to Holders that hold their public shares or public warrants as “capital assets” for U.S. federal
income tax purposes (generally, property held for investment). For purposes of this discussion, because the components of a unit are generally
separable at the option of the holder, the holder of a unit generally should be treated, for U.S. federal income tax purposes, as the
owner of the underlying public share and public warrant components of the unit, and the discussion below with respect to actual Holders
of public shares also should apply to Holders of units (as the deemed owners of the underlying public shares and public warrants
that constitute the units). Accordingly, the separation of units into the public shares and public warrants underlying the units
generally should not be a taxable event for U.S. federal income tax purposes. This position is not free from doubt, and no assurance can
be given that the U.S. Internal Revenue Service (“IRS”) would not assert, or that a court would not sustain,
a contrary position. Holders of units are urged to consult their tax advisors concerning the U.S. federal, state, local and non-U.S.
tax consequences of the transactions contemplated by the Extension Amendment Proposal (including any redemption of the public shares in
connection therewith) and by the Warrant Amendment Proposal with respect to any public shares and public warrants held through the units
(including alternative characterizations of the units).
This discussion does not address
the U.S. federal income tax consequences to our Sponsors, JUSH or their affiliates, our officers or directors, or to any person of holding
founder shares or private placement warrants. This discussion is limited to U.S. federal income tax considerations and does not address
any estate or gift tax considerations or considerations arising under the tax laws of any U.S. state or local or non-U.S. jurisdiction.
This discussion does not describe all of the U.S. federal income tax consequences that may be relevant to you in light of your particular
circumstances, including the alternative minimum tax, the Medicare tax on certain investment income and the different consequences that
may apply if you are subject to special rules under U.S. federal income tax law that apply to certain types of investors, such as:
| · | banks, financial institutions or financial services entities; |
| · | taxpayers that are subject to the mark-to-market accounting rules with respect to the public shares; |
| · | governments or agencies or instrumentalities thereof; |
| · | regulated investment companies or real estate investment trusts; |
| · | partnerships (including entities or arrangements treated as partnerships for U.S. federal income tax purposes) or pass-through entities
(including S Corporations), or persons that hold public shares through such a partnership or pass-through entity; |
| · | U.S. expatriates or former long-term residents of the United States; |
| · | persons that actually or constructively own five percent or more (by vote or value) of the Company’s shares (except as
specifically provided below); |
| · | persons that acquired their public shares pursuant to an exercise of employee share options, in connection with employee share incentive
plans or otherwise as compensation; |
| · | persons that hold their public shares as part of a straddle, constructive sale, hedge, wash sale or conversion,
integrated or other similar transaction; |
| · | U.S. Holders (as defined below) whose functional currency is not the U.S. dollar; or |
| · | “specified foreign corporations” (including “controlled foreign corporations”),
“passive foreign investment companies” or corporations that accumulate earnings to avoid U.S. federal income tax. |
If a partnership (or any entity
or arrangement treated as a partnership for U.S. federal income tax purposes) holds public shares or public warrants, the tax treatment
of such partnership and a person treated as a partner of such partnership will generally depend on the status of the partner and the status
and activities of the partnership. Partnerships holding any public shares or public warrants and persons that are treated as partners
of such partnerships should consult their tax advisors as to the particular U.S. federal income tax consequences to them of the Extension
Amendment Proposal, the exercise of their redemption rights with respect to their public shares in connection therewith, the Warrant Amendment
Proposal and the conversion of their public warrants.
This discussion is based on
the U.S. Internal Revenue Code of 1986, as amended (the “Code”), its legislative history, proposed, temporary
and final Treasury regulations promulgated under the Code, and judicial and administrative interpretations thereof, all as of the date
hereof. All of the foregoing are subject to change, which change could apply retroactively and could affect the tax considerations described
herein.
The Company has not sought,
and does not intend to seek, any rulings from the IRS as to any U.S. federal income tax considerations described herein. There can be
no assurance that the IRS will not take positions inconsistent with the considerations discussed below or that any such positions would
not be sustained by a court.
THIS DISCUSSION IS ONLY
A SUMMARY OF CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS ASSOCIATED WITH THE EXTENSION AMENDMENT PROPOSAL, THE EXERCISE OF REDEMPTION
RIGHTS IN CONNECTION THEREWITH, THE WARRANT AMENDMENT PROPOSAL AND THE CONVERSION OF PUBLIC WARRANTS. EACH HOLDER SHOULD CONSULT ITS OWN
TAX ADVISOR WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES TO SUCH HOLDER OF THE EXTENSION AMENDMENT PROPOSAL, THE EXERCISE OF REDEMPTION
RIGHTS, THE WARRANT AMENDMENT PROPOSAL AND THE CONVERSION OF PUBLIC WARRANTS, INCLUDING THE APPLICABILITY AND EFFECTS OF U.S. FEDERAL
NON-INCOME, STATE AND LOCAL AND NON-U.S. TAX LAWS.
Tax Treatment of Non-Redeeming Stockholders
A public stockholder who does
not elect to redeem their public shares (including any public stockholder who votes in favor of the Extension Amendment) will continue
to own its public shares, and will not recognize any income, gain or loss for U.S. federal income tax purposes solely as a result of the
Extension Amendment Proposal.
U.S. Holders
As used herein, a “U.S.
Holder” is a beneficial owner of a public share or public warrant who or that is, for U.S. federal income tax purposes:
| · | an individual who is a citizen or resident of the United States; |
| · | a corporation (or other entity that is treated as a corporation) that is created or organized (or treated
as created or organized) in or under the laws of the United States or any state thereof or the District of Columbia; |
| · | an estate whose income is subject to U.S. federal income tax regardless of its source; or |
| · | a trust if (1) a U.S. court can exercise primary supervision over the administration of such trust
and one or more United States persons have the authority to control all substantial decisions of the trust or (2) it has a valid
election in effect to be treated as a United States person. |
Tax Treatment of Redeeming Stockholders
The U.S. federal income tax
consequences to a U.S. Holder of public shares that exercises its redemption rights with respect to its public shares to receive cash
in exchange for all or a portion of its public shares will depend on whether the redemption qualifies as a sale of public shares under
Section 302 of the Code. If the redemption qualifies as a sale of public shares by a U.S. Holder, the tax consequences to such U.S.
Holder are as described below under the section entitled “— Gain or Loss on Sale or Other Taxable Disposition of Public
Shares and Public Warrants.” If the redemption does not qualify as a sale of public shares, a U.S. Holder will be treated as
receiving a corporate distribution with the tax consequences to such U.S. Holder as described below under the section entitled “— Taxation
of Distributions.”
Whether a redemption of public
shares qualifies for sale treatment will depend largely on the total number of shares of the Company’s stock treated as held by
the redeemed U.S. Holder before and after the redemption (including any stock of the Company treated as constructively owned by the U.S.
Holder as a result of owning public warrants) relative to all of the stock of the Company outstanding both before and after the redemption.
The redemption of public shares generally will be treated as a sale of public shares (rather than as a corporate distribution) if the
redemption (1) is “substantially disproportionate” with respect to the U.S. Holder, (2) results in a “complete
termination” of the U.S. Holder’s interest in the Company or (3) is “not essentially equivalent to a dividend”
with respect to the U.S. Holder. These tests are explained more fully below.
In determining whether any
of the foregoing tests result in a redemption qualifying for sale treatment, a U.S. Holder takes into account not only shares of the Company’s
stock actually owned by the U.S. Holder, but also shares of the Company’s stock that are constructively owned by it under certain
attribution rules set forth in the Code. A U.S. Holder may constructively own, in addition to stock owned directly, stock owned by certain
related individuals and entities in which the U.S. Holder has an interest or that have an interest in such U.S. Holder, as well as any
stock that the holder has a right to acquire by exercise of an option, which would generally include public shares which could be acquired
pursuant to the exercise of public warrants.
In order to meet the substantially
disproportionate test, the percentage of the Company’s outstanding voting stock actually and constructively owned by the U.S.
Holder immediately following the redemption of public shares must, among other requirements, be less than eighty percent (80%) of
the percentage of the Company’s outstanding voting stock actually and constructively owned by the U.S. Holder immediately before
the redemption (taking into account redemptions by other holders of public shares). There will be a complete termination of a U.S. Holder’s
interest if either (1) all of the public shares actually and constructively owned by the U.S. Holder are redeemed or (2) all
of the public shares actually owned by the U.S. Holder are redeemed and the U.S. Holder is eligible to waive, and effectively waives in
accordance with specific rules, the attribution of stock owned by certain family members and the U.S. Holder does not constructively own
any other public shares (including any stock constructively owned by the U.S. Holder as a result of owning public warrants). The redemption
of public shares will not be essentially equivalent to a dividend if the redemption results in a “meaningful reduction” of
the U.S. Holder’s proportionate interest in the Company. Whether the redemption will result in a meaningful reduction in a U.S.
Holder’s proportionate interest in the Company will depend on the particular facts and circumstances. However, the IRS has indicated
in a published ruling that even a small reduction in the proportionate interest of a small minority stockholder in a publicly held corporation
where such stockholder exercises no control over corporate affairs may constitute such a “meaningful reduction.”
If none of the foregoing tests
is satisfied, then the redemption of public shares will be treated as a corporate distribution to the redeemed U.S. Holder and the tax
effects to such a U.S. Holder will be as described below under the section entitled “— Taxation of Distributions.”
After the application of those rules, any remaining tax basis of the U.S. Holder in the redeemed public shares will be added to the U.S.
Holder’s adjusted tax basis in its remaining shares of the Company’s stock or, if it has none, to the U.S. Holder’s
adjusted tax basis in its public warrants or possibly in other shares of the Company’s stock constructively owned by it.
Taxation of Distributions
If the redemption of a U.S.
Holder’s public shares is treated as a corporate distribution, as discussed above under the section entitled “— Tax
Treatment of Redeeming Stockholders,” the amount of cash received in the redemption generally will constitute a dividend for
U.S. federal income tax purposes to the extent paid from the Company’s current or accumulated earnings and profits, as determined
under U.S. federal income tax principles. Such amount will be includable in gross income by such U.S. holder who actually or constructively
receives the distribution in accordance with the U.S. Holder’s regular method of accounting for U.S. federal income tax purposes.
Distributions in excess of
the Company’s current and accumulated earnings and profits will constitute a return of capital that will be applied against and
reduce (but not below zero) the U.S. Holder’s adjusted tax basis in its public shares. Any remaining excess will be treated as gain
realized on the sale of public shares and will be treated as described below under the section entitled “— Gain or Loss
on Sale or Other Taxable Disposition of Public Shares and Public Warrants.”
Gain or Loss on Sale or Other Taxable Disposition of Public Shares
and Public Warrants
Upon a sale or other taxable
disposition of public shares or public warrants (which, in general, would include the conversion of public warrants for the right to receive
cash, as described below), a U.S. Holder generally will recognize capital gain or loss in an amount equal to the difference between the
amount realized and the U.S. Holder’s adjusted tax basis in the public shares or the public warrants. Any such capital gain or loss
generally will be long-term capital gain or loss if the U.S. Holder’s holding period for the public shares so disposed of exceeds
one year. It is unclear, however, whether the redemption rights with respect to the public shares may suspend the running of the applicable
holding period for this purpose. Long-term capital gains recognized by non-corporate U.S. Holders generally will be eligible to be taxed
at reduced rates. The deductibility of capital losses is subject to limitations.
Generally, the amount of gain
or loss recognized by a U.S. Holder is an amount equal to the difference between (i) the sum of the amount of cash and the fair market
value of any property received in such disposition (for example, the amount of cash received in the redemption of public shares treated
as a sale or in the conversion of public warrants) and (ii) the U.S. Holder’s adjusted tax basis in its public shares or public
warrants so disposed of. A U.S. Holder’s adjusted tax basis in its public shares or public warrants generally will equal the U.S.
Holder’s acquisition cost (that is, the portion of the purchase price of a unit allocated to a public share or one-fourth of one
public warrant) less, in the case of a public share, any prior distributions treated as a return of capital.
U.S. Holders who hold different
blocks of public shares (including as a result of holding different blocks of public shares purchased or acquired on different dates or
at different prices) should consult their tax advisors to determine how the above rules apply to them.
U.S. Holders who actually or
constructively own at least five percent (5%) by vote or value (or, if the public shares are not then considered to be publicly traded,
at least one percent (1%) by vote or value) or more of the total outstanding Company stock may be subject to special reporting requirements
with respect to a redemption of public shares, and such holders should consult with their tax advisors with respect to their reporting
requirements.
ALL U.S. HOLDERS ARE URGED
TO CONSULT THEIR TAX ADVISORS AS TO THE TAX CONSEQUENCES TO THEM OF A REDEMPTION OF ALL OR A PORTION OF THEIR PUBLIC SHARES PURSUANT TO
AN EXERCISE OF REDEMPTION RIGHTS.
Taxation of Conversion of Public Warrants into Right to Receive
Cash
The conversion of a U.S Holder’s
public warrants into the right to receive cash generally will be treated, for U.S. federal income tax purposes, as such U.S. Holder receiving
the cash. The characterization for U.S. federal income tax purposes of such conversion generally will correspond to the U.S. federal income
tax treatment of a sale of such U.S. Holder’s public warrants, as described above under the section entitled “— Gain
or Loss on Sale or Other Taxable Disposition of Public Shares and Public Warrants.”
Taxation of Conversion of Public Warrants into Right to Receive
Public Shares
The conversion of a U.S Holder’s
public warrants into the right to receive public shares generally will be treated, for U.S. federal income tax purposes, as such U.S.
Holder receiving the public shares. We intend to treat such conversion as a recapitalization for U.S. federal income tax purposes. Under
this treatment, the U.S. federal income tax consequences generally should be that the conversion should not result in the recognition
of gain or loss by a U.S. Holder, the basis in a public share that the U.S. Holder would receive in such conversion should equal the U.S.
Holder’s basis in the public warrants converted into the right to receive the public share, and the holding period for the public
share would include the U.S. Holder’s holding period for the public warrants surrendered for the right to receive that public share
in the conversion.
However, it is possible that
the conversion of public warrants into the right to receive public shares could be treated as a taxable exchange in which gain or loss
would be recognized. In such event, a U.S. Holder would recognize capital gain or loss in an amount equal to the difference between the
fair market value of the public shares received as a result of the conversion and the U.S. Holder’s tax basis in the public warrants
surrendered for the right to receive such public shares. In this case, a U.S. Holder tax basis in the public shares would equal the sum
of the fair market value of the public shares received. A U.S. Holder’s holding period for the public shares would commence on the
date following the date of the conversion (or possibly the date of the conversion) of the public warrant.
It is also possible that such
conversion could be treated as a cashless exercise of the public warrants. The tax consequences of a cashless exercise of a public warrant
are not clear under current tax law. A cashless exercise may not be a taxable event either because the cashless exercise is not a gain
realization event or because the cashless exercise is treated as a recapitalization for U.S. federal income tax purposes. In either situation,
a U.S. Holder’s basis in the public shares would equal such U.S. Holder’s basis in the public warrant surrendered. It is also
possible that a cashless exercise could be treated as a taxable exchange in which gain or loss would be recognized. In such event, a U.S.
Holder would recognize capital gain or loss in an amount equal to the difference between the fair market value of the public shares received
as a result of the conversion and the U.S. Holder’s tax basis in the public warrants surrendered in the conversion. In this case,
a U.S. Holder’s tax basis in the public shares received would equal the sum of the fair market value of the public shares received
as a result of the conversion.
Due to the absence of authority
on the U.S. federal income tax treatment of the a cashless exercise, there can be no assurance which, if any, of the alternative tax consequences
would be adopted by the IRS or a court of law. Accordingly, U.S. Holders should consult their tax advisors regarding the tax consequences
if the conversion of public warrants is treated as a cashless exercise of the public warrants.
It is also possible that the
public shares received by a U.S. Holder of public warrants in a conversion could result in a constructive distribution from the Company.
An adjustment to the number of public shares that will be obtained upon the conversion of the public warrants or an adjustment to the
amount of cash that will be obtained upon the conversion of the public warrants may be treated as a constructive distribution to a U.S.
Holder of such public warrants if, and to the extent that, such adjustment has the effect of increasing such U.S. Holder’s proportionate
interest in the Company’s “earnings and profits” or assets, depending on the circumstances of such adjustment, which
adjustment may be made as a result of a distribution of cash or other property, such as other securities, to holders of public shares,
or as a result of the issuance of a stock dividend to holders of public shares. Such constructive distribution would be subject to tax
as described above under the section entitled “— Taxation of Distributions” in the same manner as if the U.S.
Holders of the public warrants received a cash distribution from the Company equal to the fair market value of such increased interest.
ALL U.S. HOLDERS ARE URGED
TO CONSULT THEIR TAX ADVISORS AS TO THE TAX CONSEQUENCES TO THEM OF THE WARRANT AMENDMENT PROPOSAL AND THE CONVERSION OF PUBLIC WARRANTS.
Information Reporting and Backup Withholding
Payments of cash to a U.S.
Holder as a result of the redemption of public shares or the conversion of public warrants may be subject to information reporting to
the IRS and possible U.S. backup withholding. Backup withholding will not apply, however, to a U.S. Holder who furnishes a correct taxpayer
identification number and makes other required certifications, or who is otherwise exempt from backup withholding and establishes such
exempt status.
Backup withholding is not an
additional tax. Amounts withheld as backup withholding may be credited against a U.S. Holder’s U.S. federal income tax liability,
and the U.S. Holder generally may obtain a refund of any excess amounts withheld under the backup withholding rules by timely filing the
appropriate claim for refund with the IRS and furnishing any required information.
Non-U.S. Holders
As used herein, a “Non-U.S.
Holder” is a beneficial owner of a public share or public warrant who or that is, for U.S. federal income tax purposes:
| · | a non-resident alien individual, other than certain former citizens and residents of the United States
subject to U.S. tax as expatriates; |
| · | a foreign corporation; or |
| · | an estate or trust that is not a U.S. Holder. |
Tax Treatment of Redeeming Stockholders
The U.S. federal income tax
consequences to a Non-U.S. Holder of public shares that exercises its redemption rights to receive cash from the trust account in exchange
for all or a portion of its public shares will depend on whether the redemption qualifies as a sale of the public shares redeemed, as
described above under “ — U.S. Holders — Tax Treatment of Redeeming Stockholders.” If such
a redemption qualifies as a sale of public shares, the U.S. federal income tax consequences to the Non-U.S. Holder will be as described
below under “— Gain on Sale or Other Taxable Disposition of Public Shares and Public Warrants.” If such a redemption
does not qualify as a sale of public shares, the Non-U.S. Holder will be treated as receiving a corporate distribution, the U.S. federal
income tax consequences of which are described below under “— Taxation of Distributions.”
Because it may not be certain
at the time a Non-U.S. Holder is redeemed whether such Non-U.S. Holder’s redemption will be treated as a sale of shares or a corporate
distribution, and because such determination will depend in part on a Non-U.S. Holder’s particular circumstances, the applicable
withholding agent may not be able to determine whether (or to what extent) a Non-U.S. Holder is treated as receiving a dividend for U.S.
federal income tax purposes. Therefore, the applicable withholding agent may withhold tax at a rate of thirty percent (30%) (or such
lower rate as may be specified by an applicable income tax treaty) on the gross amount of any consideration paid to a Non-U.S. Holder
in redemption of such Non-U.S. Holder’s public shares, unless (a) the applicable withholding agent has established special
procedures allowing Non-U.S. Holders to certify that they are exempt from such withholding tax and (b) such Non-U.S. Holders are
able to certify that they meet the requirements of such exemption (e.g., because such Non-U.S. Holders are not treated as receiving a
dividend under the Section 302 tests described above under the section entitled “— U.S. Holders — Tax Treatment
of Redeeming Stockholders”). However, there can be no assurance that any applicable withholding agent will establish such special
certification procedures. If an applicable withholding agent withholds excess amounts from the amount payable to a Non-U.S. Holder, such
Non-U.S. Holder generally may obtain a refund of any such excess amounts by timely filing an appropriate claim for refund with the IRS.
Non-U.S. Holders should consult their own tax advisors regarding the application of the foregoing rules in light of their particular facts
and circumstances and any applicable procedures or certification requirements.
Taxation of Distributions
In general, any distributions
made to a Non-U.S. Holder of public shares, to the extent paid out of the Company’s current or accumulated earnings and profits
(as determined under U.S. federal income tax principles), will constitute dividends for U.S. federal income tax purposes and, provided
such dividends are not effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States,
the Company will be required to withhold tax from the gross amount of the dividend at a rate of thirty percent (30%), unless such
Non-U.S. Holder is eligible for a reduced rate of withholding tax under an applicable income tax treaty and provides proper certification
of its eligibility for such reduced rate (usually on an IRS Form W-8BEN or W-8BEN-E). Any distribution not constituting a dividend will
be treated first as reducing (but not below zero) the Non-U.S. Holder’s adjusted tax basis in its public shares and, to the extent
such distribution exceeds the Non-U.S. Holder’s adjusted tax basis, as gain realized from the sale or other disposition of the public
shares, which will be treated as described below under “— Gain on Sale or Other Taxable Disposition of Public Shares and
Public Warrants.” In addition, if the Company determines that it is likely to be classified as a “United States real property
holding corporation” (see “— Gain on Sale or Other Taxable Disposition of Public Shares and Public Warrants”
below), the applicable withholding agent may withhold fifteen (15%) of any distribution that exceeds the Company’s current and accumulated
earnings and profits.
The withholding tax generally
does not apply to dividends paid to a Non-U.S. Holder that are effectively connected with such Non-U.S. Holder’s conduct of a trade
or business within the United States, provided that such Non-U.S. Holder furnishes an IRS Form W-8ECI. Instead, the effectively connected
dividends will be subject to regular U.S. federal income tax as if the Non-U.S. Holder were a U.S. resident, subject to an applicable
income tax treaty providing otherwise. A Non-U.S. Holder that is treated as a foreign corporation for U.S. federal income tax purposes
receiving effectively connected dividends may also be subject to an additional “branch profits tax” imposed at a rate of thirty percent
(30%) (or a lower applicable treaty rate).
Gain on Sale or Other Taxable Disposition of Public Shares and
Public Warrants
A Non-U.S. Holder generally
will not be subject to U.S. federal income or withholding tax in respect of gain recognized on a sale or other taxable disposition of
public shares, which would include a redemption of public shares that is treated as a sale as described above under “—
Tax Treatment of Redeeming Stockholders,” or public warrants, unless:
| · | the gain is effectively connected with the conduct by the Non-U.S. Holder of a trade or business within
the United States (and, under certain income tax treaties, is attributable to a United States permanent establishment or fixed base maintained
by the Non-U.S. Holder); |
| · | such Non-U.S. Holder is an individual who was present in the United States for 183 days or more in
the taxable year of such disposition (as such days are calculated pursuant to Section 7701(b)(3) of the Code) and certain other requirements
are met; or |
| · | the Company is or has been a “United States real property holding corporation” (as defined
below) for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of disposition or
the Non-U.S. Holder’s holding period for the applicable security being disposed of, except, in the case where public shares are
“regularly traded” on an “established securities market” (as such terms are defined under applicable Treasury
regulations), (i) the Non-U.S. Holder is disposing of public shares and has owned, whether actually or based on the application of constructive
ownership rules, five percent (5%) or less of public shares at all times within the shorter of the five-year period preceding such
disposition of public shares or such Non-U.S. Holder’s holding period for such public shares or (ii) the Non-U.S. holder is disposing
of public warrants and has owned, whether actually or based on the application of constructive ownership rules, five percent (5%)
or less of the total fair market value of public warrants (provided public warrants are considered to be “regularly traded”)
at all times within the shorter of the five-year period preceding such disposition of warrants or such Non-U.S. holder’s holding
period for such public warrants. It is unclear how the rules for determining the five percent (5%) threshold for this purpose would
be applied with respect to public shares and warrants, including how a Non-U.S. Holder’s ownership of public warrants impacts the
five percent (5%) threshold determination with respect to public shares and whether the 5% threshold determination with respect to
our public warrants must be made with or without reference to the private placement warrants. In addition, special rules may apply in
the case of a disposition of public warrants if public shares are considered to be regularly traded, but public warrants are not considered
to be regularly traded. The Company can provide no assurance as to our future status as a United States real property holding corporation
or as to whether public shares or public warrants will be considered to be regularly traded. Non-U.S. Holders should consult their own
tax advisors regarding the application of the foregoing rules in light of their particular facts and circumstances. |
Unless an applicable treaty provides otherwise,
gain described in the first bullet point above will be subject to tax at generally applicable U.S. federal income tax rates as if the
Non-U.S. Holder were a U.S. resident. Any gains described in the first bullet point above of a Non-U.S. Holder that is treated as a foreign
corporation for U.S. federal income tax purposes may also be subject to an additional “branch profits tax” imposed at a thirty percent
(30%) rate (or a lower applicable income tax treaty rate).
If the second bullet point
applies to a Non-U.S. Holder, such Non-U.S. Holder generally will be subject to U.S. tax on such Non-U.S. Holder’s net capital gain
for such year (including any gain realized in connection with the redemption) at a tax rate of thirty percent (30%) (or a lower applicable
tax treaty rate).
If the third bullet point above
applies to a Non-U.S. Holder, gain recognized by such holder on the sale or other taxable disposition of public shares or public warrants
will be subject to tax at generally applicable U.S. federal income tax rates. In addition, the Company may be required to withhold U.S.
federal income tax at a rate of fifteen percent (15%) of the amount realized upon such disposition. The Company will be classified
as a “United States real property holding corporation” if the fair market value of its “United States real property
interests” equals or exceeds 50% of the sum of the fair market value of its worldwide real property interests plus other assets
used or held for use in a trade or business, as determined for U.S. federal income tax purposes. It is not expected that the Company would
be a United States real property holding corporation in the immediate foreseeable future. However, such determination is factual in nature
and subject to change and no assurance can be provided as to whether the Company would be treated as a United States real property holding
corporation in any year.
Non-U.S. Holders should consult
their tax advisors regarding the U.S. federal income tax consequences to them in respect of any loss recognized on a redemption of public
shares that is treated as a sale for U.S. federal income tax purposes.
ALL U.S. HOLDERS ARE URGED
TO CONSULT THEIR TAX ADVISORS AS TO THE TAX CONSEQUENCES TO THEM OF A REDEMPTION OF ALL OR A PORTION OF THEIR PUBLIC SHARES PURSUANT TO
AN EXERCISE OF REDEMPTION RIGHTS.
Taxation of Conversion of Warrants into Right to Receive Cash
The conversion of a Non-U.S
Holder’s public warrants into the right to receive cash generally will be treated, for U.S. federal income tax purposes, as such
Non-U.S. Holder receiving the cash. The characterization for U.S. federal income tax purposes of such conversion generally will correspond
to the U.S. federal income tax treatment of a sale of such Non-U.S. Holder’s public warrants, as described above under the section
entitled “— Gain on Sale or Other Taxable Disposition of Public Shares and Public Warrants.”
Taxation of Conversion of Public Warrants into Right to Receive
Public Shares
The U.S. federal income tax
treatment of the conversion of a Non-U.S. Holder’s public warrants into the right to receive public shares generally will correspond
to the U.S. federal income tax treatment of the conversion of a U.S. Holder’s public warrants into the right to receive public shares,
as described above under the section entitled “— U.S. Holders — Taxation of Conversion of Public Warrants into Right
to Receive Public Shares,” although to the extent such conversion results in a taxable exchange, the consequences would be similar
to those described above under the section entitled “— Non-U.S. Holders — Gain on Sale or Other Taxable Disposition
of Public Warrants.”
ALL NON-U.S. HOLDERS ARE
URGED TO CONSULT THEIR TAX ADVISORS AS TO THE TAX CONSEQUENCES TO THEM OF THE WARRANT AMENDMENT PROPOSAL AND THE CONVERSION OF PUBLIC
WARRANTS.
Information Reporting and Backup Withholding
Information returns will be
filed with the IRS in connection with payments of dividends on, and the proceeds from a sale of, public shares and the proceeds from the
conversion of public warrants. A Non-U.S. Holder may have to comply with certification procedures to establish that it is not a U.S. person
in order to avoid information reporting and backup withholding requirements. The certification procedures required to claim a reduced
rate of withholding under a treaty generally will satisfy the certification requirements necessary to avoid the backup withholding as
well.
Backup withholding is not an
additional tax. The amount of any backup withholding from a payment to a Non-U.S. Holder generally will be allowed as a credit against
such Non-U.S. Holder’s U.S. federal income tax liability and may entitle such Non-U.S. Holder to a refund, provided that the required
information is timely furnished to the IRS.
Foreign Account Tax Compliance Act
Provisions commonly referred
to as “FATCA” impose withholding of thirty percent (30%) on payments of dividends (including constructive dividends)
on public shares to “foreign financial institutions” (which is broadly defined for this purpose and in general includes investment
vehicles) and certain other non-U.S. entities unless various U.S. information reporting and due diligence requirements (generally relating
to ownership by U.S. persons of interests in or accounts with those entities) have been satisfied by, or an exemption applies to, the
payee (typically certified as to by the delivery of a properly completed IRS Form W-8BEN-E). Foreign financial institutions located
in jurisdictions that have an intergovernmental agreement with the United States governing FATCA may be subject to different rules. Under
certain circumstances, a Non-U.S. Holder might be eligible for refunds or credits of such withholding taxes, and a Non-U.S. Holder might
be required to file a U.S. federal income tax return to claim such refunds or credits. Thirty percent (30%) withholding under FATCA
was scheduled to apply to payments of gross proceeds from the sale or other disposition of property that produces U.S.-source interest
or dividends beginning on January 1, 2019, but on December 13, 2018, the IRS released proposed regulations that, if finalized
in their proposed form, would eliminate the obligation to withhold on gross proceeds. Such proposed regulations also delayed withholding
on certain other payments received from other foreign financial institutions that are allocable, as provided for under final Treasury
regulations, to payments of U.S.-source dividends, and other fixed or determinable annual or periodic income. Although these proposed
Treasury regulations are not final, taxpayers generally may rely on them until final Treasury regulations are issued. However, there can
be no assurance that final Treasury regulations will provide the same exceptions from FATCA withholding as the proposed Treasury regulations.
Non-U.S. Holders should consult
their tax advisors regarding the effects of FATCA on their redemption of public shares.
AS PREVIOUSLY NOTED ABOVE,
THE FOREGOING DISCUSSION OF CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES IS INCLUDED FOR GENERAL INFORMATION PURPOSES ONLY AND IS NOT
INTENDED TO BE, AND SHOULD NOT BE CONSTRUED AS, LEGAL OR TAX ADVICE TO ANY STOCKHOLDER. THE COMPANY ONCE AGAIN URGES YOU TO CONSULT WITH
YOUR OWN TAX ADVISER TO DETERMINE THE PARTICULAR TAX CONSEQUENCES TO YOU (INCLUDING THE APPLICATION AND EFFECT OF ANY U.S. FEDERAL, STATE,
LOCAL OR FOREIGN INCOME OR OTHER TAX LAWS) OF THE EXTENSION AMENDMENT PROPOSAL, THE EXERCISE OF REDEMPTION RIGHTS IN CONNECTION THEREWITH,
THE WARRANT AMENDMENT PROPOSAL AND THE CONVERSION OF PUBLIC WARRANTS.
PRINCIPAL STOCKHOLDERS
The following table sets forth
information regarding the beneficial ownership of our common stock as of [●], 2023, the record date of the special meeting, by:
| · | each
person known by us to be the beneficial owner of more than 5% of our outstanding shares of
common stock; |
| · | each
of our executive officers and directors; and |
| · | all our executive
officers and directors as a group. |
Unless otherwise indicated, we believe that all
persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them.
The following table does not reflect record or beneficial ownership of the public warrants or private placement warrants as these warrants
are not exercisable within 60 days of the date of this proxy statement.
The beneficial ownership of
our common stock is based on 13,857,537 shares of common stock issued and outstanding as of [●], 2023, consisting of 1,357,537
shares of Class A common stock and 12,500,000 founder shares.
NAME AND ADDRESS OF BENEFICIAL OWNER(1) | |
NUMBER OF SHARES CLASS A COMMON STOCK BENEFICIALLY OWNED | | |
APPROXIMATE PERCENTAGE OF OUTSTANDING SHARES OF CLASS A COMMON STOCK | | |
NUMBER OF SHARES OF CLASS B COMMON STOCK BENEFICIALLY OWNED(2) | | |
APPROXIMATE PERCENTAGE OF OUTSTANDING SHARES OF CLASS B COMMON STOCK | | |
APPROXIMATE PERCENTAGE OF OUTSTANDING SHARES OF COMMON STOCK | |
Tilman J. Fertitta(2) | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Richard Handler | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Richard H. Liem | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Steven L. Scheinthal | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Nicholas Daraviras | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Scott Kelly | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Donna Cornell | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Michael S. Chadwick | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
All officers and directors as a group (eight individuals) | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Holders of more than 5% of the Company’s outstanding shares of common stock | |
| | | |
| | | |
| | | |
| | | |
| | |
TJF, LLC(2) | |
| — | | |
| — | | |
| 6,250,000 | | |
| 50.0 | % | |
| 45.1 | % |
Jefferies US Holdings LLC(3) | |
| — | | |
| — | | |
| 6,250,000 | | |
| 50.0 | % | |
| 45.1 | % |
SZOP Multistrat LP(4) | |
| 72,401 | | |
| 5.3 | % | |
| — | | |
| — | | |
| * | |
* Less than 1%.
| (1) | This table is based on 13,857,537 shares
of common stock outstanding at [●], 2023, of which 1,357,537 were Class A common
stock and 12,500,000 were founder shares. Unless otherwise noted, the business address of
each of the following entities or individuals is c/o Landcadia Holdings IV, Inc., 1510 West
Loop South, Houston, Texas 77027. |
| (2) | TJF, LLC is the record holder of the
shares reported herein. Interests shown consist solely of founder shares. Such shares are
convertible into shares of Class A common stock on a one-for-one basis, subject to adjustment.
Amounts exclude 4,166,666 shares underlying private placement warrants that will not become
exercisable within 60 days of the date hereof. Tilman J. Fertitta owns and controls
TJF, LLC and has voting and dispositive control over the shares held by TJF, LLC. |
| (3) | Jefferies US Holdings LLC, or JUSH,
is the record holder of the shares reported herein. Amounts consist of 6,250,000 founder
shares directly owned by JUSH, which are convertible into shares of Class A common stock
on a one-for-one basis, subject to adjustment. Amount excludes 4,166,667 shares underlying
private placement warrants held by JUSH that are not deemed exercisable within 60 days
of the date hereof. Jefferies US Holdings LLC is a wholly-owned subsidiary of Jefferies Group
LLC, which itself is a wholly-owned subsidiary of Jefferies Financial Group Inc. Jefferies
Financial Group Inc., is a widely-held public company. The principal business address of
Jefferies Financial Group Inc. is 520 Madison Avenue, New York, New York 10022. |
| (4) | According to a Schedule 13G filed
on July 6, 2023, the shares of Class A common stock reported herein are held by are held
by SZOP Multistrat LP (the “Fund”). SZOP Multistrat Management
LLC (the “Manager”) serves as the investment manager to the Fund.
Antonio Ruiz-Gimenez and Kerry Propper serve as managing members of the Manager (all of the
foregoing, collectively, the “Reporting Persons”). The Reporting
Persons may be deemed to have shared voting and dispositive power with respect to the shares
of Class A common stock owned by the Fund. The address of the principal business office of
the Reporting Persons is 17 State Street, Suite 2130, New York, NY 10004. |
TJF and JUSH beneficially
own 90.2% of the issued and outstanding shares of our common stock. Because of this ownership block, the holders of our founder shares
may be able to effectively influence the outcome of all matters requiring approval by our stockholders, including the Extension Amendment
Proposal and approval of significant corporate transactions, including approval of our initial business combination.
The holders of the founder
shares have agreed (A) to vote any shares owned by them in favor of any proposed initial business combination and (B) not to
redeem any shares in connection with a stockholder vote to approve a proposed initial business combination.
On August 13, 2020, JFG
purchased 100% of the membership interest in the Company for $1,000. On January 28, 2021, the Company was converted from a limited
liability company to a corporation and issued 5,727,000 founder shares in lieu of membership rights to its member. Then on February 2,
2021, the Company completed a 1:1.25 stock split of all the founder shares, resulting in total shares issued and outstanding of 7,187,500,
all owned by JFG. On February 5, 2021, we issued 7,187,500 founder shares to TJF for $10,000. The total number of authorized shares
of all classes of capital stock is 301,000,000, of which 240,000,000 shares are Class A common stock at par value $0.0001 per share;
60,000,000 shares are Class B common stock at par value $0.0001 per share; and 1,000,000 shares are preferred stock at par value
$0.0001 per share. An aggregate of 1,875,000 founder shares were forfeited because the underwriters did not exercise their over-allotment
option.
In connection with the consummation
of the IPO, our Sponsors purchased an aggregate of 8,333,333 private placement warrants at a price of $1.50 per warrant (a purchase price
of $12,500,000) in a private placement. Each private placement warrant entitles the holder to purchase of one share of Class A common
stock at a price of $11.50 per share.
On December 1, 2021,
JFG contributed all 6,250,000 founder shares and 4,166,666 private placement warrants held by it to Jefferies Group LLC, a wholly-owned
subsidiary of JFG. Immediately thereafter, Jefferies Group LLC contributed all 6,250,000 founder shares and 4,166,666 private placement
warrants to JUSH, a wholly owned subsidiary of Jefferies Group LLC. As of the record date, JUSH and TJF each owned 6,250,000 founder
shares and 4,166,666 private placement warrants.
On May 10, 2021, the Company
issued unsecured, convertible promissory notes (the “Convertible Notes”) to both TJF and JFG, pursuant to which
the Company could borrow up to $750,000 from each of TJF and JFG, or an aggregate of $1,500,000, for ongoing expenses reasonably related
to the business of the Company and the consummation of a business combination. On December 1, 2021, JFG assigned all of its rights
and obligations under the Convertible Notes to Jefferies Group LLC, and Jefferies Group LLC immediately transferred all of its rights
and obligations under the Convertible Notes to JUSH. On July 22, 2022, the Company, TJF and JUSH amended and restated the Convertible
Notes to increase the maximum amount the Company may borrow from each of TJF and JUSH to $1,000,000, or an aggregate of $2,000,000. On
March 28, 2023, the Company, TJF and JUSH further amended and restated the Convertible Notes to increase the maximum amount the Company
may borrow from each of TJF and JUST to $1,250,000, or an aggregate of $2,500,000 (the Convertible Notes, as amended and restated, the
“A&R Convertible Notes”). All unpaid principal under the A&R Convertible Notes will be due and payable
in full on the earlier of (i) September 29, 2023 and (ii) the effective date of a business combination (such earlier date, the
“Maturity Date”). TJF and JUSH each have the option, at any time on or prior to the Maturity Date, to convert
any amounts outstanding under their respective A&R Convertible Note, up to an aggregate amount of $1,500,000, into warrants to purchase
shares of the Company’s Class A common stock, at a conversion price of $1.50 per warrant, with each warrant entitling the holder
to purchase one share of Class A common stock at a price of $11.50 per share, subject to the same adjustments applicable to the private
placement warrants sold concurrently with the Company’s IPO. As of June 30, 2023, the Company had borrowed $986,856 from each of
TJF and JUSH, or $1,973,712 in the aggregate, under the A&R Convertible Notes. If the Extension Amendment is implemented, the Company,
TJF and JUSH intend to amend the A&R Convertible Notes to extend the Maturity Date to the earlier of (i) March 24, 2024 and (ii) the
effective date of a business combination.
Our Sponsors and our executive
officers and directors are deemed to be our “promoters” as such term is defined under the federal securities laws. See the
section entitled “The Extension Amendment — Interests of the Company’s Directors and Executive Officers”
for additional information regarding our relationships with our promoters.
Changes in Control
None.
SUBMISSION OF STOCKHOLDER PROPOSALS FOR 2023
ANNUAL MEETING
We anticipate that the 2023
annual meeting of stockholders will be held no later than December 31, 2023. For any proposal to be considered for inclusion in our proxy
statement and form of proxy for submission to the stockholders at our 2023 annual meeting of stockholders, it must be submitted in writing
and comply with the requirements of Rule 14a-8 of the Exchange Act. Such proposals must be received by the Company at its office at 299
Park Avenue, 21st Floor, New York, New York 10171 no later than September 23, 2023.
In addition, our bylaws provide
notice procedures for stockholders to nominate a person as a director and to propose business to be considered by stockholders at a meeting.
Notice of a nomination or proposal must be delivered to us not less than 90 days and not more than 120 days prior to the meeting; provided,
however, that in the event that less than 70 days’ notice or prior public disclosure of the date of the meeting is given or made
to stockholders, notice by the stockholder must be received by us no later than the close of business on the tenth day following the
day on which such notice of the date of the meeting was mailed or such public disclosure was made, whichever first occurs. Accordingly,
for our 2023 annual meeting, assuming the meeting is held on or about December 22, 2023, notice of a nomination or proposal must be delivered
to us no later than September 23, 2023 and no earlier than August 24, 2023. Nominations and proposals also must satisfy other requirements
set forth in the bylaws. The Chairmen of the Board may refuse to acknowledge the introduction of any stockholder proposal not made in
compliance with the foregoing procedures.
DELIVERY OF DOCUMENTS TO STOCKHOLDERS
Pursuant to the rules of the
SEC, the Company and its agents that deliver communications to its stockholders are permitted to deliver to two or more stockholders
sharing the same address a single copy of the Company’s proxy statement. Upon written or oral request, the Company will deliver
a separate copy of the proxy statement to any stockholder at a shared address who wishes to receive separate copies of such documents
in the future. Stockholders receiving multiple copies of such documents may likewise request that the Company deliver single copies of
such documents in the future. Stockholders may notify the Company of their requests by calling or writing the Company at the Company’s
principal executive offices at 1510 West Loop South, Houston, Texas 77027, (713) 850-1010, Attn: Corporate Secretary.
WHERE YOU CAN FIND MORE INFORMATION
The Company files annual,
quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains an internet web site that contains
reports, proxy and information statements, and other information regarding issuers, including us, that file electronically with the SEC.
The public can obtain any documents that we file electronically with the SEC at http://www.sec.gov.
You may obtain additional
copies of this proxy statement, at no cost, and you may ask any questions you may have about the Extension Amendment Proposal or the
Stockholder Adjournment Proposal by contacting us at the following address or telephone number:
Landcadia Holdings IV, Inc.
1510 West Loop South
Houston, Texas 77027
Telephone: (713) 850-1010
You may also obtain these
documents at no cost by requesting them in writing or by telephone from the Company’s proxy solicitation agent at the following
address and telephone number:
Morrow Sodali LLC
470 West Avenue
Stamford, CT 06902
Tel: (800) 662-5200 or
(203) 658-9400 (banks and brokers can call collect)
Email: LCA.info@investor.morrowsodali.com
In order to receive timely
delivery of the documents in advance of the special meeting, you must make your request for information no later than [●], 2023
(one week prior to the date of the special meeting).
ANNEX A
PROPOSED CERTIFICATE OF AMENDMENT TO THE
SECOND AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
LANDCADIA HOLDINGS IV, INC.
Landcadia Holdings IV, Inc.
(the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law
of the State of Delaware (the “DGCL”), does hereby certify:
1. The name
of the Corporation is Landcadia Holdings IV, Inc.
2. The Corporation
was initially formed as JFG Holding I LLC (the “LLC”), a Delaware limited liability company, on August 13,
2020.
3. On January 28,
2021, the LLC filed a Certificate of Conversion with the Delaware Secretary of State for purposes of converting the LLC to a corporation.
4. A certificate
of incorporation of the Corporation was simultaneously filed with the Secretary of State of the State of Delaware on January 28,
2021 (the “Original Certificate”).
5. An amended
and restated certificate of incorporation, which amended the Original Certificate, was filed with the Secretary of State of the State
of Delaware on February 5, 2021 (the “Amended and Restated Certificate”).
6. A second
amended and restated certificate of incorporation, which amended the Amended and Restated Certificate was filed with the Secretary of
State of the State of Delaware on March 25, 2021.
7. The second
amended and restated certificate of incorporation was corrected by a certificate of correction filed with the Secretary of State of the
State of Delaware on April 13, 2022.
8. The second amended and
restated certificate, as corrected, was amended on December 29, 2022 (the second amended and restated certificate of incorporation, as
corrected and amended, the “Second Amended and Restated Certificate”).
9. This amendment
(this “Amendment”) to the Second Amended and Restated Certificate amends the Second Amended and Restated Certificate.
10. This
Amendment to the Second Amended and Restated Certificate was duly adopted by the affirmative vote of the holders of at least 65% of the
outstanding shares of common stock in regards to the amendments to ARTICLE IX of the Second Amended and Restated Certificate and
duly adopted by the affirmative vote of both (x) a majority of the holders of outstanding common stock voting together as a single
class and (y) a majority of the outstanding Class B common stock voting as a separate class vote in regards to the amendment
to Section 4.3(b)(i) at a meeting of stockholders in accordance with the Second Amended and Restated Certificate of Incorporation
and the provisions of Section 242 the DGCL.
11. The text of Section 4.3(b)(i)
of the Amended and Restated Certificate is hereby amended and restated to read in full as follows:
“Shares
of Class B Common Stock shall be convertible into shares of Class A Common Stock on a one-for-one basis (the “Initial
Conversion Ratio”) (A) at any time at the election of holder of such shares of Class B Common Stock and (B) automatically
on the closing of the Business Combination.”
12. The text
of Section 9.1(b) of Article IX of the Second Amended and Restated Certificate is hereby amended and restated to read in its
entirety as follows:
“(b) Immediately
after the Offering, a certain amount of the net offering proceeds received by the Corporation in the Offering (including the proceeds
of any exercise of the underwriters’ over-allotment option) and certain other amounts specified in the Corporation’s registration
statement on Form S-1, initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 12,
2021, as amended (the “Registration Statement”), shall be deposited in a trust account (the “Trust
Account”), established for the benefit of the Public Stockholders (as defined below) pursuant to a trust agreement described
in the Registration Statement. Except for the withdrawal of interest to pay taxes, none of the funds held in the Trust Account (including
the interest earned on the funds held in the Trust Account) will be released from the Trust Account until the earliest to occur of (i) the
completion of the initial Business Combination, (ii) the redemption of 100% of the Offering Shares (as defined below) if the Corporation
is unable to complete its initial Business Combination within 36 months from the effective date of the Registration Statement and
(iii) the redemption of shares in connection with a vote seeking to amend such provisions of this Second Amended and Restated Certificate
as described in Section 9.7. Holders of shares of Common Stock included as part of the units sold in the Offering
(the “Offering Shares”) (whether such Offering Shares were purchased in the Offering or in the secondary market
following the Offering and whether or not such holder is a Sponsor or officer or director of the Corporation, or affiliate of any of
the foregoing) are referred to herein as “Public Stockholders.”
13.
The Redemption Limitation shall be removed from the Second Amended and Restated Certificate as follows:
a. The
text of Section 9.2(a) of the Second Amended and Restated Certificate is hereby amended and restated to read in full as follows:
“(a) Prior to the consummation
of the initial Business Combination, the Corporation shall provide all holders of Offering Shares with the opportunity to have their
Offering Shares redeemed upon the consummation of the initial Business Combination pursuant to, and subject to the limitations of, Sections
9.2(b) and 9.2(c) (such rights of such holders to have their Offering Shares redeemed pursuant to such Sections,
the “Redemption Rights”) hereof for cash equal to the applicable redemption price per share determined in accordance
with Section 9.2(b) hereof (the “Redemption Price”). Notwithstanding anything to the contrary
contained in this Second Amended and Restated Certificate, there shall be no Redemption Rights or liquidating distributions with respect
to any warrant issued pursuant to the Offering.”
b. The
text of Section 9.2(e) of the Second Amended and Restated Certificate is hereby amended and restated to read in full as follows:
“(e) If the Corporation
offers to redeem the Offering Shares in conjunction with a stockholder vote on an initial Business Combination, the Corporation shall
consummate the proposed initial Business Combination only if such initial Business Combination is approved by the affirmative vote of
the holders of a majority of the shares of the Common Stock that are voted at a stockholder meeting held to consider such initial Business
Combination.”
c. Section 9.2(f)
of the Second Amended and Restated Certificate shall be deleted in its entirety.
14. The text
of Section 9.2(d) of Article IX of the Second Amended and Restated Certificate is hereby amended and restated to read in its
entirety as follows:
“(d) In the
event that the Corporation has not consummated an initial Business Combination within 36 months from the effective date of the Registration
Statement, the Corporation shall (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 subject to lawfully available funds therefor, redeem 100% of the Offering Shares
in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then
on deposit in the Trust Account (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses),
by (B) the total number of then outstanding Offering Shares, which redemption will completely extinguish rights of the Public Stockholders
(including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as
reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Board in accordance with
applicable law, dissolve and liquidate, subject in each case to the Corporation’s obligations under the DGCL to provide for claims
of creditors and other requirements of applicable law.”
15. The text
of Section 9.7 of Article IX of the Second Amended and Restated Certificate is hereby amended and restated to read in its entirety
as follows:
“Section 9.7 Additional
Redemption Rights. If, in accordance with Section 9.1(a), any amendment is made to this Second Amended and Restated
Certificate (a) to modify the substance or timing of the Corporation’s obligation to redeem 100% of the Offering Shares if
the Corporation has not consummated an initial Business Combination within 36 months from the effective date of the Registration
Statement or (b) with respect to any other material provisions of this Second Amended and Restated Certificate relating to stockholders’
rights or pre-initial Business Combination activity, the Public Stockholders shall be provided with the opportunity to redeem their Offering
Shares upon the approval of any such amendment, at a per-share price, payable in cash, equal to the aggregate amount then on deposit
in the Trust Account, including interest not previously released to the Corporation to pay its taxes, divided by the number of then outstanding
Offering Shares; provided, however, that any such amendment will be voided, and this Article IX will remain unchanged,
if any stockholders who wish to redeem are unable to redeem due to the Redemption Limitation.”
IN WITNESS WHEREOF,
the Corporation has caused this Amendment to the Second Amended and Restated Certificate to be duly executed in its name and on its behalf
by an authorized officer as of this [•] day of [•], 2023.
ANNEX B
FORM OF AMENDMENT NO. 1 TO WARRANT AGREEMENT
THIS AMENDMENT NO. 1 TO
THE WARRANT AGREEMENT (this “Amendment”) is made as of [●], 2023, by and between Landcadia Holdings IV,
Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York
corporation, as warrant agent (the “Warrant Agent”). Capitalized terms used herein and not otherwise defined
shall have the meanings assigned thereto in the Warrant Agreement (as defined below).
WHEREAS, on March 29, 2021,
the Company consummated an initial public offering (the “Offering”) of units of the Company’s equity
securities, each such unit comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (“Common
Stock”), and one-fourth of one Public Warrant (as defined below) and, in connection therewith, issued and delivered up
to 12,500,000 warrants to public investors in the Offering (the “Public Warrants”);
WHEREAS, on March 24, 2021,
the Company entered into that certain Private Placement Warrants Purchase Agreement with Jefferies Financial Group Inc., a New York corporation
and TJF, LLC, a Delaware limited liability company (collectively, the “Sponsors”), pursuant to which the Sponsors
purchased an aggregate of 8,333,333 warrants simultaneously with the closing of the Offering (the “Private Placement Warrants”);
WHEREAS, the Company and
the Warrant Agent are parties to that certain Warrant Agreement, dated as of March 24, 2021 (the “Warrant Agreement”),
which governs the Warrants;
WHEREAS, the Company and
the Warrant Agent seek to amend the Warrant Agreement to provide that the Warrants, upon the consummation of an initial Business Combination,
automatically convert into $[●] per Warrant, payable in cash or shares of Common Stock (valued at $10.00 per share), at the discretion
of the Company; and
WHEREAS, pursuant to Section
9.8 of the Warrant Agreement, the Company has obtained the consent to this Amendment from at least 50% of the Registered Holders of the
outstanding Public Warrants and, solely with respect to any amendment to the terms of the Private Placement Warrants, 50% of Registered
Holders of the outstanding Private Placement Warrants.
NOW, THEREFORE, in consideration
of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:
1. Amendment
of Warrant Agreement.
(a) A
new Section 6.6 is added to the Warrant Agreement as follows:
“6.6 Mandatory Exchange
of Warrants upon Consummation of a Business Combination. Notwithstanding anything to the contrary in this Agreement,
not less than all of the outstanding Warrants shall be automatically converted upon the consummation of a Business Combination (the “Warrant
Conversion Date”), into the right to receive $[●] per Warrant (the “Business Combination Redemption Price”),
payable in cash or shares of Common Stock (valued at $10.00 per share), at the option of the Company. On and after the Warrant Conversion
Date, the record holders of the Warrants shall have no further rights except to receive, upon surrender of the Warrants to the Warrant
Agent, the Business Combination Redemption Price.”
2. Miscellaneous
Provisions.
(a) Successors. All
the covenants and provisions of this Amendment by or for the benefit of the Company or the Warrant Agent shall bind and inure to the
benefit of their permitted respective successors and assigns.
(b) Severability. This
Amendment shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity
or enforceability of this Amendment or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable
term or provision, the parties hereto intend that there shall be added as a part of this Amendment a provision as similar in terms to
such invalid or unenforceable provision as may be possible and be valid and enforceable.
(c) Applicable
Law. The validity, interpretation and performance of this Amendment shall be governed in all respects by the laws of the
State of New York, without giving effect to conflict of laws.
(d) Counterparts. This
Amendment may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be
deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.
(e) Effect
of Headings. The section headings herein are for convenience only and are not part of this Amendment and shall not affect
the interpretation thereof.
(f) Entire
Agreement. The Warrant Agreement, as modified by this Amendment, constitutes the entire understanding of the parties and
supersedes all prior agreements, understandings, arrangements, promises and commitments, whether written or oral, express or implied,
relating to the subject matter hereof, and all such prior agreements, understandings, arrangements, promises and commitments are hereby
canceled and terminated.
[Remainder of page intentionally left blank;
signature page to follow.]
IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to be duly executed as of the date first above written.
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LANDCADIA HOLDINGS IV, INC. |
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CONTINENTAL STOCK TRANSFER & TRUST COMPANY |
Preliminary
Proxy Card - Subject to Completion
FOR THE SPECIAL MEETING
OF STOCKHOLDERS OF
LANDCADIA HOLDINGS
IV, INC.
THIS PROXY IS SOLICITED
ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby
appoints Richard H. Liem and Steven L. Scheinthal (the “Proxies”), and each of them independently, with full power of substitution,
as proxies to vote all of the shares of common stock of Landcadia Holdings IV, Inc. (the “Company”), a Delaware corporation,
that the undersigned is entitled to vote (the “Shares”) at the special meeting of stockholders of the Company, to be held
on [●], 2023 at [●] a.m. Eastern Time, virtually over the internet at https://www.cstproxy.com/[●] (the
“Special Meeting of Stockholders”), and at any adjournments and/or postponements thereof.
The undersigned acknowledges
receipt of the enclosed proxy statement and revokes all prior proxies for said meeting.
THE SHARES REPRESENTED
BY THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER(S). IF NO SPECIFIC DIRECTION
IS GIVEN AS TO THE PROPOSALS ON THE REVERSE SIDE, THIS PROXY WILL BE VOTED “FOR” PROPOSAL 1, PROPOSAL 2, PROPOSAL 3 AND PROPOSAL
4.
PLEASE MARK, SIGN,
DATE, AND RETURN THE PROXY CARD PROMPTLY.
(Continued and to be
marked, dated and signed on reverse side)
Important Notice Regarding the Availability
of Proxy Materials for the Special Meeting of Stockholders to be held on [●], 2023
The Notice of Special Meeting of Stockholders and
the accompanying proxy statement are available at: https://www.cstproxy.com/[●]
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LANDCADIA HOLDINGS
IV, INC. — THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL 1, PROPOSAL 2, PROPOSAL 3 AND PROPOSAL 4.
1. |
To amend (the “Extension Amendment”) the Company’s Second Amended and Restated Certificate of Incorporation, as amended (our “charter”) to extend the date by which the Company must consummate a business combination (as defined below) (the “Extension”) from September 29, 2023 (the date which is 30 months from the closing date of the Company’s initial public offering (the “IPO”) of our units (the “units”) (such date, the “Current Outside Date”)) to March 24, 2024 (the date which is 36 months from the effective date of its IPO registration statement (such date, the “Extended Date”)) (the “Extension Amendment Proposal”). |
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FOR
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AGAINST
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ABSTAIN
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2. |
To amend (the “Redemption Limitation Amendment”) the charter to delete: (i) the limitation that the Company shall not consummate a business combination if it would cause the Company’s net tangible assets to be less than $5,000,001; and (ii) the limitation that the Company shall not redeem public shares (as defined below) in an amount that would cause the Company’s net tangible assets to be less than $5,000,001 following such redemptions (the “Redemption Limitation Amendment Proposal”). |
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FOR
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AGAINST
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ABSTAIN
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3. |
To amend (the “Founder Share Amendment”) the charter to provide for the right of a holder of Class B common stock of the Company, par value $0.0001 per share (the “founder shares” or “Class B common stock”) to convert their shares of Class B common stock into shares of Class A common stock of the Company, par value $0.0001 per share (the “public shares” or “Class A common stock”) on a one-to-one basis at any time and from time to time at the election of the holder (the “Founder Share Amendment Proposal”). |
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FOR
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AGAINST
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ABSTAIN
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4. |
To approve the adjournment of the special meeting of stockholders to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes to approve, or otherwise in connection with, the other proposals or if we determine that additional time is necessary to effectuate the Extension (the “Stockholder Adjournment Proposal”). |
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FOR
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AGAINST
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ABSTAIN
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Dated: , 2023 |
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Signature |
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(Signature if held Jointly) |
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When Shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by the president or another authorized officer. If a partnership, please sign in partnership name by an authorized person. |
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The Shares represented by the proxy, when properly executed, will be voted in the manner directed herein by the above signed stockholder(s). If no direction is made, this proxy will be voted FOR all of Proposal 1, Proposal 2, Proposal 3 and Proposal 4. If any other matters properly come before the meeting, unless such authority is withheld on this proxy card, the Proxies will vote on such matters in their discretion. |
Preliminary
Proxy Card - Subject to Completion
FOR THE SPECIAL MEETING
OF PUBLIC WARRANTHOLDERS OF
LANDCADIA HOLDINGS
IV, INC.
THIS PROXY IS SOLICITED
ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby
appoints Richard H. Liem and Steven L. Scheinthal (the “Proxies”), and each of them independently, with full power of substitution,
as proxies to vote all of the public warrants of Landcadia Holdings IV, Inc. (the “Company”), a Delaware corporation,
that the undersigned is entitled to vote (the “Public Warrants”) at the special meeting of public warrantholders of the Company,
to be held on [●], 2023 at [●] a.m. Eastern Time, virtually over the internet at https://www.cstproxy.com/[●] (the
“Special Meeting of Public Warrantholders”), and at any adjournments and/or postponements thereof.
The undersigned acknowledges
receipt of the enclosed proxy statement and revokes all prior proxies for said meeting.
THE PUBLIC WARRANTS
REPRESENTED BY THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED PUBLIC WARRANTHOLDER(S).
IF NO SPECIFIC DIRECTION IS GIVEN AS TO THE PROPOSALS ON THE REVERSE SIDE, THIS PROXY WILL BE VOTED “FOR” PROPOSAL 1 AND PROPOSAL
2.
PLEASE MARK, SIGN,
DATE, AND RETURN THE PROXY CARD PROMPTLY.
(Continued and to be
marked, dated and signed on reverse side)
Important Notice Regarding the Availability
of Proxy Materials for the Special Meeting of Public Warrantholders to be held on [●], 2023
The Notice of Special Meeting of Public Warrantholders
and the accompanying proxy statement are available at: https://www.cstproxy.com/[●]
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LANDCADIA HOLDINGS
IV, INC. — THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL 1 AND PROPOSAL 2.
1. |
To approve an amendment to the Warrant Agreement, dated as of March 24, 2021 (the “Warrant Agreement”), between the Company and Continental Stock Transfer & Trust Company, to provide for the conversion, upon the consummation of a business combination, of all of the 12,500,000 outstanding warrants (the “public warrants”) issued as part of the units (the “units”) in the Company’s initial public offering (the “IPO”) into the right to receive $[●] per public warrant, payable in cash or shares of the Company’s common stock (valued at $10.00 per share), at the discretion of the Company, which the Company believes will increase the Company’s strategic opportunities and attractiveness to potential target businesses and future investors by eliminating the dilutive impact of the warrants (the “Warrant Amendment Proposal”). |
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FOR
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AGAINST
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ABSTAIN
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2. |
To approve the adjournment of the special meeting of public warrantholders to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes to approve, or otherwise in connection with, the Warrant Amendment Proposal or if we determine that additional time is necessary to approve the Warrant Amendment Proposal (the “Warrantholder Adjournment Proposal”). |
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FOR
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AGAINST
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ABSTAIN
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Dated: , 2023 |
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Signature |
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(Signature if held Jointly) |
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When Public Warrant are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by the president or another authorized officer. If a partnership, please sign in partnership name by an authorized person. |
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The Public Warrants represented by the proxy, when properly executed, will be voted in the manner directed herein by the above signed public warrantholder(s). If no direction is made, this proxy will be voted FOR both Proposal 1 and Proposal 2. If any other matters properly come before the meeting, unless such authority is withheld on this proxy card, the Proxies will vote on such matters in their discretion. |
Landcadia Holdings IV (NASDAQ:LCAHU)
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