NOTICE OF SPECIAL MEETING OF SHAREHOLDERS TO
BE HELD ON APRIL [●], 2023
TO THE SHAREHOLDERS OF LIBERTY RESOURCES ACQUISITION CORP.:
You are cordially invited
to attend the special meeting of shareholders of Liberty Resources Acquisition Corp., which we refer to as “we,”
“us,” “our,” “Liberty” or the “Company,”
to be held at [●] [a.m./p.m.] Eastern Time on April [●], 2023.
The special meeting will be
conducted via live webcast. You will be able to attend the special meeting, to vote and submit your questions during the special meeting
by visiting https://www.cstproxy.com/libertyresourcesacquisition/2023. To access the virtual online special meeting, you will need your
12-digit control number to vote electronically at the special meeting. The accompanying proxy statement (the “Proxy Statement”)
is dated [●] and is first being mailed to shareholders of the Company on or about [●].
The sole purpose of the special
meeting is to consider and vote upon the following three proposals:
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a proposal to amend the Company’s amended and restated certificate of incorporation (the “Existing Company Charter”) in the form set forth in Annex A to the accompanying Proxy Statement, which we refer to as the “Extension Amendment,” which gives the Company the right to extend the date by which the Company must (i) consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more businesses (a “business combination”), (ii) cease its operations if it fails to complete such business combination, and (iii) redeem or repurchase 100% of the Company’s Class A common stock included as part of the units sold in the Company’s initial public offering that closed on November 8, 2021 (the “IPO”) from May 8, 2023 (the “Termination Date”) by up to nine (9) one-month extensions to February 8, 2024 (each of which we refer to as an “Extension”, and such later date, the “Extended Deadline”) provided that (i) the Sponsor (or its affiliates or permitted designees) will deposit into the Trust Account the lesser of (x) $150,000 or (y) $0.05 per share for each Public Share outstanding as of the applicable Deadline Date for each such one-month extension until February 8, 2024 unless the closing of the Company’s initial business combination shall have occurred (the “Extension Payment”) in exchange for a non-interest bearing, unsecured promissory note payable upon consummation of a business combination and (ii) the procedures relating to any such extension, as set forth in the Trust Agreement, shall have been complied with (such proposal, the “Extension Amendment Proposal”); |
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a proposal to amend the Investment Management Trust Agreement dated November 8, 2021 (the “Trust Agreement”) entered into between Continental Stock Transfer & Trust Company, as trustee (“Continental”) and the Company governing the trust account (the “Trust Account”) established in connection with the IPO, pursuant to an amendment to the Trust Agreement in the form set forth in Annex B to the accompanying Proxy Statement to allow the Company to extend the Termination Date for an additional nine (9) month period, from May 8, 2023 to February 8, 2024 (the “Trust Amendment”), by depositing into the Trust Account the lesser of (x) $150,000 or (y) $0.05 per share for each Public Share outstanding as of the applicable Deadline Date for each extension (such proposal is the “Trust Amendment Proposal”); and |
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a proposal to approve the adjournment of the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal and the Trust Amendment Proposal, which we refer to as the “Adjournment Proposal,” which will be presented only if there are not sufficient votes to approve the Extension Amendment Proposal and the Trust Amendment Proposal. |
Each of the Extension Amendment
Proposal, Trust Amendment Proposal and the Adjournment Proposal is more fully described in the accompanying Proxy Statement.
The purpose of the
Extension Amendment Proposal and the Trust Amendment Proposal, and, if necessary, the Adjournment Proposal, is to reduce our cost to
extend the Termination Date to the Extended Deadline to complete our previously announced business combination (the
“Business Combination”). On December 22, 2022, Liberty entered into a business combination agreement with
Liberty Onshore Energy B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid)
(“PubCo”), Liberty Onshore Resources B.V., a Dutch private limited liability company (besloten
vennootschap met beperkte aansprakelijkheid (“HoldCo”), LIBY Merger Sub LLC, a Delaware limited liability
company (“Merger Sub”), and Markmore Energy (Labuan) Limited (“Markmore”) as the
owner of CaspiOilGas LLP, a limited liability partnership formed in Kazakhstan (“Caspi”) as it may
be amended, supplemented, or otherwise modified from time to time, the “Business Combination Agreement.”
Pursuant to the Business Combination Agreement, among other things, (i) each Liberty Shareholder will exchange each of their Liberty
Common Shares for [●] PubCo Class B Shares, and PubCo will thereby own 100% of the shares in Liberty, and (ii) each Liberty
Warrant outstanding immediately prior to the Merger Effective Time will be assumed by PubCo and, subject to the terms of the Warrant
Agreement, will thereafter be exercisable to purchase one (1) PubCo Class B Share (the “Share Exchange”),
and after this exchange Liberty will merge into Merger Sub, with Liberty surviving (the “Surviving
Company”) as a wholly owned subsidiary of PubCo (the “Merger Liberty” together with the
Merger MO, collectively the “Merger”).
Pursuant to the Existing Company
Charter, the Company currently has until May 8, 2023, to complete its initial business combination. While we and the other parties to
the Business Combination Agreement are working toward satisfaction of the conditions to completion of the Business Combination, our board
of directors (the “Liberty Board”) believes that there may not be sufficient time before May 8, 2023, to consummate
the closing of the Business Combination.
If the Extension Amendment
and the Trust Amendment are approved and implemented, the Company may, but is not obligated to, extend the period in which the Company
must complete the Initial Business Combination up to nine more times, each by an additional one month, for an aggregate of up to nine
additional months, provided that the Company or the Sponsor (or any of either of their affiliates or designees) will deposit, on or prior
to the last day of the immediately preceding extension for each such extension, or the next business day if such last day is not a business
day (each a “Deadline Date”), into the Trust Fund the lesser of (x) $150,000 or (y) $0.05 per share for each
Public Share outstanding as of the applicable Deadline Date for each extension.
The Liberty Board has determined
that it is in the best interests of the Company to have the Company’s shareholders approve the Extension Amendment Proposal and
the Trust Amendment Proposal to allow for additional time to consummate the Business Combination and to reduce our cost to extend the
Termination Date to the Extended Deadline. Without the Extension, the Company believes that the Company will not be able to complete the
Business Combination on or before the Termination Date. If that were to occur, the Company would be precluded from completing the Business
Combination and would be forced to liquidate.
With the Extension Amendment,
the cost to purchase one-month extensions is the lesser of (x) $150,000 or (y) $0.05 per share for each Public Share outstanding as of
the applicable Deadline Date for each extension. The table below sets forth the cost of an extension for three months based upon the redemption
scenarios set forth therein. We are unable to predict the actual number of public shares for which public shareholders will make Redemption
Elections (as defined below) in connection with the Extension Amendment Proposal.
| |
| |
With Extension Amendment | |
| |
No Extension Amendment | |
25% Redemption | | |
50% Redemption | | |
75% Redemption | | |
Maximum Redemption (1) | |
Outstanding public shares | |
11,500,000 | |
| 8,625,000 | | |
| 5,750,000 | | |
| 2,875,000 | | |
| 493,206 | |
Extension price per share - 1 month | |
Not permitted | |
$ | 0.05 | | |
$ | 0.05 | | |
$ | 0.05 | | |
$ | 0.05 | |
Cost of Extension for 1 month | |
Not permitted | |
$ | 431,250 | | |
$ | 287,500 | | |
$ | 143,750 | | |
$ | 24,660.30 | |
Extension price per share - 3 months | |
Not permitted | |
$ | 0.15 | | |
$ | 0.15 | | |
$ | 0.15 | | |
$ | 0.15 | |
Cost of Extension for 3 months | |
Not permitted | |
$ | 1,293,750 | | |
$ | 862,500 | | |
$ | 431,250 | | |
$ | 73,980.90 | |
(1) Assumes
shares are redeemed at a price equal to the March 15, 2023 Trust Account Balance of $121.76 million divided by the 11,500,000 total outstanding
public shares and leaving $5,000,001 in the Trust Account.
We are pleased to utilize
the virtual shareholder meeting technology to provide ready access, safety and cost savings for our shareholders and the Company. The
online meeting format allows attendance from any location in the world.
Even if you are planning to
attend the special meeting online, please promptly submit your proxy vote by telephone or, if you received a printed form of proxy
in the mail, by completing, dating, signing and returning the enclosed proxy, so your shares will be represented at the special meeting.
Instructions on voting your shares are on the proxy materials you received for the special meeting. In connection with the Extension Amendment
Proposal, public shareholders may elect to redeem their publicly traded shares at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the Trust Account including interest (which interest shall be net of taxes payable), divided by the number of
then outstanding Class A common stock included as part of the units sold in the IPO (the “public shares”), which
election we refer to as the “Redemption Election.”
A Redemption Election can
be made regardless of whether such public shareholders vote “FOR” or “AGAINST” the Extension Amendment Proposal
and a Redemption Election can also be made by public shareholders (the “public shareholders”) who do not vote,
or do not instruct their broker or bank how to vote, at the special meeting. Holders of public shares may make a Redemption Election regardless
of whether such public shareholders were holders as of the record date.
Public shareholders who do
not make the Redemption Election would be entitled to have their shares redeemed for cash if we have not completed a business combination
by the Extended Deadline. In addition, regardless of whether public shareholders vote “FOR” or “AGAINST” the Extension
Amendment Proposal and/or the Trust Amendment Proposal, or do not vote, or do not instruct their broker or bank how to vote, at the special
meeting, if the Extension Amendment is implemented and a public shareholder does not make a Redemption Election, they will retain the
right to vote on any proposed business combination in the future and the right to redeem 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 the consummation of such
business combination, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding public
shares, in the event any proposed business combination is completed.
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,
provided that you are a shareholder 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 shareholders and the right to redeem your public shares for cash in the event a
business combination is approved and completed or we have not consummated a business combination by the Extended Deadline.
Based upon the amount in the
Trust Account as of March 15, 2023, which was $121.76 million, we anticipate that the per-share price at which public shares will
be redeemed from cash held in the Trust Account will be approximately $10.59 at the time of the special meeting. The closing price of
the public shares on Nasdaq on March 16, 2023, the most recent practicable closing price prior to the mailing of this Proxy Statement,
was $10.48. We cannot assure shareholders that they will be able to sell their 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 our securities when such shareholders
wish to sell their shares.
TO DEMAND REDEMPTION, BEFORE
5:00 P.M. EASTERN TIME ON APRIL [●], 2023 (TWO BUSINESS DAYS BEFORE THE SPECIAL MEETING), YOU SHOULD ELECT EITHER TO PHYSICALLY
TENDER YOUR SHARE CERTIFICATES TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY OR TO DELIVER YOUR SHARES TO THE TRANSFER AGENT ELECTRONICALLY
USING DTC’S DWAC (DEPOSIT/WITHDRAWAL AT CUSTODIAN), AS DESCRIBED HEREIN. YOU SHOULD ENSURE THAT YOUR BANK OR BROKER COMPLIES WITH
THE REQUIREMENTS IDENTIFIED ELSEWHERE HEREIN. THE REDEMPTION RIGHTS INCLUDE THE REQUIREMENT THAT A HOLDER MUST IDENTIFY ITSELF IN WRITING
AS A BENEFICIAL HOLDER AND PROVIDE ITS LEGAL NAME, PHONE NUMBER AND ADDRESS TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY IN ORDER
TO VALIDLY REDEEM ITS SHARES.
The purpose of the Trust Amendment
is to amend the Trust Agreement to conform the procedures in the Trust Agreement by which the Company may extend the date on which Continental
must liquidate the Trust Account if we have not completed our initial business combination to the procedures in the Extension Amendment.
If the Extension Amendment
Proposal and the Trust Amendment Proposal are not approved and we do not consummate a business combination by May 8, 2023, as contemplated
by our IPO prospectus and in accordance with the Existing Company Charter, we 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 subject to lawfully available funds
therefor, redeem 100% of the public 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, including interest (net of taxes payable, less up to $100,000 of such net
interest to pay dissolution expenses as provided in our registration statement), by (B) the total number of then outstanding public shares,
which redemption will completely extinguish rights of public shareholders (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 shareholders and the Liberty Board in accordance with applicable law, dissolve and liquidate, subject in each case to the
Company’s obligations to provide for claims of creditors and other requirements of applicable law. There will be no distribution
from the Trust Account with respect to our warrants, which will expire worthless in the event of our winding up.
Liberty Fields, LLC (the “Sponsor”)
and our directors and officers own 2,875,000 Founder Shares (as defined below) that were issued to them prior to our IPO. Our Sponsor
also owns 530,275 private placement units (the “Private Placement Units”) that were purchased by the Sponsor
in a private placement that closed simultaneously with the closing of the IPO. As used herein, “Founder Shares” refers to
all issued and outstanding shares of our Class B common stock. In the event of a liquidation, our Sponsor and officers and directors will
not receive any monies held in the Trust Account as a result of their ownership of the Founder Shares or the Private Placement Units.
The affirmative vote of at
least 65% of the Company’s outstanding common stock, including the Founder Shares and the Class A common stock included in the
Private Placement Units, will be required to approve the Extension Amendment Proposal and the Trust Amendment Proposal. Stockholder approval
of the Extension Amendment and the Trust Amendment are required for the implementation of the Liberty Board’s plan to extend the
Termination Date. Notwithstanding stockholder approval of the Extension Amendment Proposal and the Trust Amendment Proposal, the Liberty
Board will retain the right to abandon and not implement the Extension Amendment and the Trust Amendment at any time without any further
action by our stockholders.
Approval of the Adjournment
Proposal requires the affirmative vote of the majority of the votes cast by shareholders represented in person or by proxy at the special
meeting.
The Liberty Board has fixed
the close of business on March 16, 2023 as the record date for determining the Company shareholders entitled to receive notice of and
vote at the special meeting 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.
After careful consideration
of all relevant factors, the Liberty Board has determined that the Extension Amendment Proposal, the Trust Amendment Proposal and, if
presented, the Adjournment Proposal are advisable and in the best interests of Liberty and recommends that Liberty shareholders vote or
give instruction to vote “FOR” the Extension Amendment Proposal, “FOR” the Trust Amendment Proposal, and “FOR”
the Adjournment Proposal, if presented.
Under the Existing Company
Charter, no other business may be transacted at the special meeting other than that set out in this notice.
Enclosed is the Proxy Statement
containing detailed information concerning the Extension Amendment Proposal, the Trust Amendment Proposal, the Adjournment Proposal and
the special meeting. Whether or not you plan to attend the special meeting, we urge you to read this material carefully and vote your
common stock.
March [●], 2023
By Order of the Liberty Board
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Dato’ Maznah Binti Abdul Jalil |
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Chief Executive Officer |
Your vote is important.
If you are a shareholder 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 shareholder of record, you may also cast your vote online 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 in person 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 mean that your shares will not count towards the quorum requirement for the special meeting and will
not be voted. An abstention or broker non-vote will be counted towards the quorum requirement but will not count as a vote cast at the
special meeting.
Important Notice Regarding
the Availability of Proxy Materials for the special meeting to be held on April [●], 2023: This notice of the special meeting and
the accompanying Proxy Statement are available at https://www.cstproxy.com/libertyresourcesacquisition/2023.
TABLE OF CONTENTS
Notice of Special Meeting Of Shareholders
LIBERTY RESOURCES
ACQUISITION CORP.
78 SW 7th
Street, Suite 500
Miami, Florida 33130
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS TO
BE HELD ON APRIL [●], 2023
TO THE SHAREHOLDERS OF LIBERTY RESOURCES ACQUISITION CORP.:
You are cordially invited
to attend the special meeting of shareholders of Liberty Resources Acquisition Corp., which we refer to as “we,”
“us,” “our,” “Liberty” or the “Company,”
to be held at [●] [a.m./p.m.] Eastern Time on April [●], 2023.
The special meeting will be
conducted via live webcast. You will be able to attend the special meeting, to vote and submit your questions during the special meeting
by visiting https://www.cstproxy.com/libertyresourcesacquisition/2023. To access the virtual online special meeting, you will need your
12-digit control number to vote electronically at the special meeting. The accompanying proxy statement (the “Proxy Statement”)
is dated [●] and is first being mailed to shareholders of the Company on or about [●].
The sole purpose of the special
meeting is to consider and vote upon the following three proposals:
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a proposal to amend the Company’s amended and restated certificate of incorporation (the “Existing Company Charter”) in the form set forth in Annex A to the accompanying Proxy Statement, which we refer to as the “Extension Amendment,” which gives the Company the right to extend the date by which the Company must (i) consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more businesses (a “business combination”), (ii) cease its operations if it fails to complete such business combination, and (iii) redeem or repurchase 100% of the Company’s Class A common stock included as part of the units sold in the Company’s initial public offering that closed on November 8, 2021 (the “IPO”) from May 8, 2023 (the “Termination Date”) by up to nine (9) one-month extensions to February 8, 2024 (each of which we refer to as an “Extension”, and such later date, the “Extended Deadline”) provided that (i) the Sponsor (or its affiliates or permitted designees) will deposit into the Trust Account the lesser of (x) $150,000 or (y) $0.05 per share for each Public Share outstanding as of the applicable Deadline Date for each such one-month extension until February 8, 2024 unless the closing of the Company’s initial business combination shall have occurred (the “Extension Payment”) and (ii) the procedures relating to any such extension, as set forth in the Trust Agreement, shall have been complied with (such proposal, the “Extension Amendment Proposal”); |
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a proposal to amend the Investment Management Trust Agreement dated November 8, 2021 (the “Trust Agreement”) entered into between Continental Stock Transfer & Trust Company, as trustee (“Continental”) and the Company governing the trust account (the “Trust Account”) established in connection with the IPO, pursuant to an amendment to the Trust Agreement in the form set forth in Annex B to the accompanying Proxy Statement to allow the Company to extend the Termination Date for an additional nine (9) month period, from May 8, 2023 to February 8, 2024 (the “Trust Amendment”), by depositing into the Trust Account the lesser of (x) $150,000 or (y) $0.05 per share for each Public Share outstanding as of the applicable Deadline Date for each extension (such proposal is the “Trust Amendment Proposal”); and |
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a proposal to approve the adjournment of the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal and the Trust Amendment Proposal, which we refer to as the “Adjournment Proposal,” which will be presented only if there are not sufficient votes to approve the Extension Amendment Proposal and the Trust Amendment Proposal. |
The purpose of the Extension
Amendment Proposal and the Trust Amendment Proposal, and, if necessary, the Adjournment Proposal, is to reduce our cost to extend the
Termination Date to the Extended Deadline to complete our previously announced business combination (the “Business Combination”).
On December 22, 2022, Liberty entered into a business combination agreement with with Liberty Onshore Energy B.V., a Dutch private limited
liability company (besloten vennootschap met beperkte aansprakelijkheid) (“PubCo”), Liberty Onshore Resources
B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid (“HoldCo”),
LIBY Merger Sub LLC, a Delaware limited liability company (“Merger Sub”), and Markmore Energy (Labuan) Limited
(“Markmore”) as the owner of CaspiOilGas LLP, a limited liability partnership formed in Kazakhstan (“Caspi”)
as it may be amended, supplemented, or otherwise modified from time to time, the “Business Combination Agreement.”
Pursuant to the Existing Company
Charter, the Company currently has until May 8, 2023, to complete its initial business combination. While we and the other parties to
the Business Combination Agreement are working toward satisfaction of the conditions to completion of the Business Combination, our board
of directors (the “Liberty Board”) believes that there may not be sufficient time before May 8, 2023, to consummate
the closing of the Business Combination.
If the Extension Amendment
and the Trust Amendment are approved and implemented, the Company may, but is not obligated to, extend the period in which the Company
must complete the Initial Business Combination up to nine more times, each by an additional one month, for an aggregate of up to nine
additional months, provided that the Company or the Sponsor (or any of either of their affiliates or designees) will deposit, on or prior
to (i) in case of the first such extension, the deadline for the Company to consummate a Business Combination prior to such extension,
or the next business day if such deadline is not a business day, and (ii) for each subsequent extension, the last day of the immediately
preceding extension for each such extension, or the next business day if such last day is not a business day (each a “Deadline
Date”), into the Trust Fund the lesser of (x) $150,000 or (y) $0.05 per share for each Public Share outstanding as of the
applicable Deadline Date for each extension.
The Liberty Board has determined
that it is in the best interests of the Company to have the Company’s shareholders approve the Extension Amendment Proposal and
the Trust Amendment Proposal to allow for additional time to consummate the Business Combination and to reduce our cost to extend the
Termination Date to the Extended Deadline. Without the Extension, the Company believes that the Company will not be able to complete the
Business Combination on or before the Termination Date. If that were to occur, the Company would be precluded from completing the Business
Combination and would be forced to liquidate.
With the Extension Amendment,
the cost to purchase one-month extensions is the lesser of (x) $150,000 or (y) $0.05 per share for each Public Share outstanding as of
the applicable Deadline Date for each extension. The table below sets forth the cost of an extension for three months based upon the redemption
scenarios set forth therein. We are unable to predict the actual number of public shares for which public shareholders will make Redemption
Elections in connection with the Extension Amendment Proposal.
| |
| |
With Extension Amendment | |
| |
No Extension Amendment | |
25% Redemption | | |
50% Redemption | | |
75% Redemption | | |
Maximum Redemption (1) | |
Outstanding public shares | |
11,500,000 | |
| 8,625,000 | | |
| 5,750,000 | | |
| 2,875,000 | | |
| 493,206 | |
Extension price per share - 1 month | |
Not permitted | |
$ | 0.05 | | |
$ | 0.05 | | |
$ | 0.05 | | |
$ | 0.05 | |
Cost of Extension for 1 month | |
Not permitted | |
$ | 431,250 | | |
$ | 287,500 | | |
$ | 143,750 | | |
$ | 24,660.30 | |
Extension price per share - 3 months | |
Not permitted | |
$ | 0.15 | | |
$ | 0.15 | | |
$ | 0.15 | | |
$ | 0.15 | |
Cost of Extension for 3 months | |
Not permitted | |
$ | 1,293,750 | | |
$ | 862,500 | | |
$ | 431,250 | | |
$ | 73,980.90 | |
(1) Assumes
shares are redeemed at a price equal to the March 15, 2023 Trust Account Balance of $121.76 million divided by the 11,500,000 total outstanding
public shares and leaving $5,000,001 in the Trust Account.
In connection with the Extension
Amendment Proposal, public shareholders may elect to redeem their public shares at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable), divided by the number
of then outstanding Class A common stock included as part of the units sold in the IPO (the “public shares”),
and which election we refer to as the “Redemption Election.”
A Redemption Election can
be made regardless of whether such public shareholders vote “FOR” or “AGAINST” the Extension Amendment Proposal
and/or the Trust Amendment Proposal, and a Redemption Election can also be made by public shareholders who do not vote, or do not instruct
their broker or bank how to vote, at the special meeting. Holders of public shares (the “public shareholders”)
may make a Redemption Election regardless of whether such public shareholders were holders as of the record date.
Public shareholders who do
not make the Redemption Election would be entitled to have their shares redeemed for cash if we have not completed a business combination
by the Extended Deadline. In addition, regardless of whether public shareholders vote “FOR” or “AGAINST” the Extension
Amendment Proposal and/or the Trust Amendment Proposal, or do not vote, or do not instruct their broker or bank how to vote, at the special
meeting, if the Extension Amendment is implemented and a public shareholder does not make a Redemption Election, they will retain the
right to vote on any proposed business combination in the future and the right to redeem 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 the consummation of such
business combination, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding public
shares, in the event such business combination is completed. We are not asking you to vote on any business combination at this time.
The withdrawal of funds from
the Trust Account in connection with the Redemption Election will reduce the amount held in the Trust Account following the Redemption
Election, and the amount remaining in the Trust Account may be only a small fraction of the approximately $121.76 million that was in
the Trust Account as of March 15, 2023. In such event, we may need to obtain additional funds to complete any proposed business combination.
If the Extension Amendment
Proposal and the Trust Amendment Proposal are not approved and we do not consummate a business combination by May 8, 2023, as contemplated
by our IPO prospectus and in accordance with the Existing Company Charter, we 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, redeem 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 (less up to $100,000 of
interest to pay dissolution expenses, and which interest shall be net of taxes payable), divided by the number of then issued and outstanding
public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (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 our remaining shareholders and our board, liquidate and dissolve, subject to our obligations to provide for claims of creditors and
other requirements of applicable law.
There will be no redemption
rights or liquidating distributions with respect to our warrants, which will expire worthless in the event of our winding up. In the event
of a liquidation, holders of Founder Shares (all of which are held by the Sponsor’s shareholders and our directors and officers),
will not receive any monies held in the Trust Account as a result of their ownership of Founder Shares.
If the Extension Amendment
Proposal is approved, the Company, pursuant to the terms of the Trust Agreement, will (i) remove from the Trust Account an amount, which
we refer to as 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, including interest (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 will remain in the Trust Account and be available for use by the Company
to complete a business combination on or before the Extended Deadline. 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 Deadline if the Extension
Amendment Proposal is approved.
Our board has fixed the close
of business on March 16, 2023 as the record date for determining the shareholders entitled to receive notice of and vote at the special
meeting and any adjournment thereof. Only holders of record of the shares of common stock on that date are entitled to have their votes
counted at the special meeting or any adjournment thereof. On the record date of the special meeting, there were 14,905,275 Liberty shares
of common stock outstanding, of which 11,500,000 were public shares, 2,875,000 were Founder Shares and 530,275 were Class A common shares
underlying the Private Placement Units. The Founder Shares carry voting rights in connection with the Extension Amendment Proposal, the
Trust Amendment Proposal and the Adjournment Proposal.
This Proxy Statement contains
important information about the special meeting and the proposals. Please read it carefully and vote your shares. We will pay for the
entire cost of soliciting proxies. We have engaged Laurel Hill Advisory Group LLC (“Laurel Hill”), to assist
in the solicitation of proxies for the special meeting. We have agreed to pay Laurel Hill a fee of $12,000. We will also reimburse Laurel
Hill for reasonable out-of-pocket expenses and will indemnify Laurel Hill and its affiliates against certain claims, liabilities, losses,
damages and expenses. In addition to these mailed proxy materials, our directors and 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. We may also reimburse
brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.
To exercise your redemption
rights, you must demand that the Company redeem your public shares for a pro rata portion of the funds held in the Trust Account, and
tender your shares to the Company’s transfer agent at least two business days prior to the special meeting (or April [●],
2023). You may tender your shares by either delivering your share certificate to the transfer agent or by delivering your shares electronically
using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system. If you hold your shares in street name, you
will need to instruct your bank, broker or other nominee to withdraw the shares from your account in order to exercise your redemption
rights.
There will be no distribution
from the Trust Account with respect to the Company’s warrants, which will expire worthless in the event of our winding up. In the
event of a liquidation, our Sponsor’s shareholders and our directors and officers Investors will not receive any monies held in
the Trust Account as a result of their ownership of the Founder Shares. As a consequence, a liquidating distribution from the Trust Account
will be made only with respect to the public shares.
If the Company
liquidates, the Sponsor has agreed to indemnify us to the extent any claims by a third party for services rendered or products sold
to us, or any claims by a prospective target business with which we have discussed entering into an acquisition agreement, reduce
the amount of funds in the Trust Account to below (i) $[●] per public share or (ii) such lesser amount per public
share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust
assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed
a waiver of any and all rights to seek access to our Trust Account and except as to any claims under our indemnity of the
underwriters of our IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the
“Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a
third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. We cannot assure you,
however, that the Sponsor would be able to satisfy those obligations. Based upon the current amount in the Trust Account, we
anticipate that the per-share price at which public shares will be redeemed from cash held in the Trust Account will be
approximately $10.59. Nevertheless, the Company cannot assure you that the per share distribution from the Trust Account, if the
Company liquidates, will not be less than $10.59, plus interest, due to unforeseen claims of creditors.
This Proxy Statement is dated
[●] and is first being mailed to shareholders on or about [●].
By Order of the Liberty Board, |
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Dato’ Maznah Binti Abdul Jalil |
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Chief Executive Officer |
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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING
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
document, including the annexes to this Proxy Statement.
Why am I receiving this Proxy Statement? |
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We are a blank check company formed under the
DGCL on April 22, 2021, for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization
or similar business combination with one or more businesses.
On November 8, 2021, we consummated our IPO, from
which we derived gross proceeds of approximately $115,000,000 in the aggregate and completed the private sales of 477,775 Private Placement
Units from which we derived gross proceeds of $5,302,750. The amount in the Trust Account was initially $116,725,000, or $10.15 per public
share.
Like most blank check companies, the Existing
Company Charter provides for the return of our IPO proceeds held in trust to the holders of Class A common stock sold in our IPO if there
is no qualifying business combination consummated on or before a certain date, which was initially November 8, 2022, which we extended
to February 8, 2023 and again to May 8, 2023 when our Sponsor deposited an additional $1,150,000 for each extension into the Trust Account
on November 8, 2022 and February 8, 2023, respectively. The Liberty Board believes that it is in the best interests of our stockholders
to continue our existence until the Extended Deadline in order to allow us more time to complete our initial business combination and
to reduce our cost to extend the Termination Date to the Extended Deadline. For more information about the Business Combination and Extensions,
see our Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 22, 2022,
our Form 8-K filed with the SEC on November 8, 2022, and our Form 8-K filed with the SEC on February 8, 2023. |
What is being voted on? |
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You are being asked to vote on: |
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a proposal to amend the Existing Company Charter to amend the procedures and cost for the Company to extend the date by which we have to consummate a business combination from May 8, 2023 to the Extended Deadline, which is February 8, 2024 by up to nine (9) one-month extensions, as specifically set forth in this proxy; |
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a proposal to amend our Trust Agreement to conform the procedures in the Trust Agreement by which the Company may extend the date on which Continental must liquidate the Trust Account if we have not completed our initial business combination, from May 8, 2023 to February 8, 2024 (or such earlier date after May 8, 2023 as determined by the Company’s board of directors) to the procedures in the Extension Amendment; and |
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a proposal to approve the adjournment of the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal and the Trust Amendment Proposal. |
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The Extension Amendment Proposal and the Trust Amendment Proposal are required to restructure how we may extend the date that we have to complete the Business Combination. The purpose of the Extension Amendment and the Trust Amendment Proposal are both to reduce the cost to the Company to obtain more time to complete the Business Combination. |
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If the Extension Amendment Proposal and the Trust Amendment Proposal are approved and the Extension Amendment is implemented, the removal of the Withdrawal Amount from the Trust Account in connection with the Redemption Election will reduce the amount held in the Trust Account following the Redemption Election. We cannot predict the amount that will remain in the Trust Account if the Extension Amendment Proposal and the Trust Amendment Proposal are approved and the amount remaining in the Trust Account may be only a small fraction of the approximately $121.76 million that was in the Trust Account as of the record date. In such event, we may need to obtain additional funds to complete an initial business combination, and there can be no assurance that such funds will be available on terms acceptable to the parties or at all. |
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If the Extension Amendment Proposal and the Trust Amendment Proposal are not approved and we do not consummate a business combination by May 8, 2023, as contemplated by our IPO prospectus and in accordance with the Existing Company Charter, we 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 subject to lawfully available funds therefor, redeem 100% of our public 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, including interest (net of taxes payable, less up to $100,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding public shares, which redemption will completely extinguish rights of public shareholders (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 shareholders and the Liberty Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Company’s obligations to provide for claims of creditors and other requirements of applicable law. |
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There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless in the event of our liquidation. In the event of a liquidation, holders of our Founder Shares and Private Placement Warrants, including our Sponsor’s shareholders and our directors and officers, will not receive any monies held in the Trust Account as a result of their ownership of the Founder Shares and Private Placement Warrants. |
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Why is the Company proposing the Extension Amendment Proposal, the Trust Amendment Proposal and the Adjournment Proposal? |
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The Existing Company Charter provides for the return of the funds held in the Trust Account to the holders of public shares if there is no qualifying Business Combination consummated on or before May 8, 2023. The Liberty Board believes that there will not be sufficient time before May 8, 2023 to hold a special meeting for shareholder approval of any proposed Business Combination or to consummate any proposed Business Combination. The Liberty Board believes that in order to be able to consummate any proposed business combination, we will need to extend the May 8, 2023 Termination Date by some or all of the 9-month Extension Period. |
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The purpose of the Extension Amendment Proposal and Trust Amendment Proposal, and, if necessary, the Adjournment Proposal, is to allow us to have additional time to complete our previously announced Business Combination. There is no assurance that the Company will be able to consummate the Business Combination, given the actions that must occur prior to closing of the Business Combination. |
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Accordingly, the Liberty Board is proposing the Extension Amendment Proposal and the Trust Amendment Proposal to amend the Existing Company Charter in the form set forth in Annex A hereto and to amend the Trust Agreement in the form set forth in Annex B hereto, respectively, to extend the date by which we must (i) consummate a business combination, or (ii) if we fail to consummate a business combination, (A) cease all operations except for the purpose of winding up, (B) redeem all of the Company’s public shares and (C) liquidate and dissolve and to provide that if any Extended Deadline ends on a day that is not a business day, such Extended Deadline will be automatically extended to the next succeeding business day, and our board is proposing the Trust Amendment Proposal to amend the Trust Agreement in the form set forth in Annex B to extend the date on which Continental must liquidate the Trust Account established in connection with our IPO if we have not completed a business combination, from May 8, 2023 to February 8, 2024 (or such earlier date after May 8, 2023 as determined by the Company’s board of directors). |
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If the Extension Amendment Proposal and Trust Amendment Proposal are not approved by the Company’s shareholders, the Company may put the Adjournment Proposal to a vote in order to seek additional time to obtain sufficient votes in support of the Extension. If the Adjournment Proposal is not approved by the Company’s shareholders, the Liberty Board may not be able to adjourn the special meeting to a later date or dates in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal. |
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Why should I vote “FOR” the Extension Amendment Proposal? |
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The Liberty Board believes that our stockholders will benefit from the consummation of the Business Combination and is proposing the Extension Amendment Proposal to extend the date to complete the Business Combination until the Extended Deadline to give us additional time to complete the Business Combination. |
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The Liberty Board has determined that it is in the best interests of our stockholders to approve the Extension Amendment Proposal and, if necessary, the Adjournment Proposal, to allow for additional time to consummate the Business Combination and to potentially reduce the cost to the Sponsor to fund extensions. While we are using our best efforts to complete the Business Combination as soon as practicable, the Liberty Board believes that there will not be sufficient time before the Termination Date to complete the Business Combination. Accordingly, the Liberty Board believes that in order to be able to consummate the Business Combination, we will need to obtain the Extension. Without the Extension, the Liberty Board believes that there is significant risk that we might not, despite our best efforts, be able to complete the Business Combination on or before May 8, 2023. If that were to occur, we would be precluded from completing the Business Combination and would be forced to liquidate even if our stockholders are otherwise in favor of consummating the Business Combination. |
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If the Extension Amendment and the Trust Amendment are approved and implemented, the Company may, but is not obligated to, extend the period in which the Company must complete the Initial Business Combination up to nine more times, each by an additional one month, for an aggregate of up to nine additional months, provided that the Company or the Sponsor (or any of either of their affiliates or designees) will deposit, on or prior to the Deadline Date, into the Trust Fund the lesser of (x) $150,000 or (y) $0.05 per share for each Public Share outstanding as of the applicable Deadline Date for each extension. |
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The Liberty Board has determined that
it is in the best interests of the Company to have the Company’s shareholders approve the Extension Amendment Proposal and the Trust
Amendment Proposal to allow for additional time to consummate the Business Combination and to reduce our cost to extend the Termination
Date to the Extended Deadline. Without the Extension, the Company believes that the Company will not be able to complete the Business
Combination on or before the Termination Date. If that were to occur, the Company would be precluded from completing the Business Combination
and would be forced to liquidate. |
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With the Extension Amendment, the cost to purchase one-month extensions
is the lesser of (x) $150,000 or (y) $0.05 per share for each Public Share outstanding as of the applicable Deadline Date for each extension.
The table below sets forth the cost of an extension for three months based upon the redemption scenarios set forth therein. We are unable
to predict the actual number of public shares for which public shareholders will make Redemption Elections in connection with the Extension
Amendment Proposal. |
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With Extension Amendment | |
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No Extension
Amendment | |
25%
Redemption | | |
50%
Redemption | | |
75%
Redemption | | |
Maximum
Redemption
(1) | |
Outstanding public shares | |
11,500,000 | |
| 8,625,000 | | |
| 5,750,000 | | |
| 2,875,000 | | |
| 493,206 | |
Extension price per share - 1 month | |
Not permitted | |
$ | 0.05 | | |
$ | 0.05 | | |
$ | 0.05 | | |
$ | 0.05 | |
Cost of Extension for 1 month | |
Not permitted | |
$ | 431,250 | | |
$ | 287,500 | | |
$ | 143,750 | | |
$ | 24,660.30 | |
Extension price per share - 3 months | |
Not permitted | |
$ | 0.15 | | |
$ | 0.15 | | |
$ | 0.15 | | |
$ | 0.15 | |
Cost of Extension for 3 months | |
Not permitted | |
$ | 1,293,750 | | |
$ | 862,500 | | |
$ | 431,250 | | |
$ | 73,980.90 | |
(1) Assumes shares are redeemed
at a price equal to the March 15, 2023 Trust Account Balance of $121.76 million divided by the 11,500,000 total outstanding public shares
and leaving $5,000,001 in the Trust Account.
Why should I vote “FOR” the Trust Amendment Proposal? |
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As discussed above, the Liberty Board has determined
that it is in the best interests of our shareholders to approve the Trust Amendment Proposal and, if necessary, the Adjournment Proposal,
to allow for additional time to consummate the Business Combination, and to conform the procedures
in the Trust Agreement by which the Company may extend the date on which the Continental must liquidate the Trust Account if the Company
has not completed its initial business combination to the procedures in the Extension Amendment. While we are using our best efforts to
complete the Business Combination as soon as practicable, the Liberty Board believes that there will not be sufficient time before the
Termination Date to complete the Business Combination. Accordingly, the Liberty Board believes that in order to be able to consummate
the Business Combination, we will need to obtain the Extension.
Whether a holder of public shares votes in favor
of or against the Extension Amendment Proposal or the Trust Amendment Proposal, if such proposals are approved, the holder may, but is
not required to, redeem all or a portion of its public shares 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 the Company
to pay income taxes, if any, divided by the number of then outstanding public shares. |
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If holders of public shares do not elect to redeem
their public shares, such holders will retain redemption rights in connection with the Business Combination. Assuming the Extension Amendment
Proposal is approved, we will have until the Extended Deadline to complete our business combination if we fund all nine of the 1-month
Extensions.
The Liberty Board recommends that you vote in
favor of the Trust Amendment Proposal. |
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Why should I vote “FOR” the Adjournment Proposal? |
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If the Adjournment Proposal is not approved by
Liberty’s shareholders, the Liberty Board may not be able to adjourn the special meeting to a later date or dates in the event that
there are insufficient shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the special
meeting or at the time of the special meeting to approve the Extension Amendment Proposal or the Trust Amendment Proposal.
The Existing Company Charter provides that if
our stockholders approve an amendment to the Existing Company Charter with respect to (A) the substance or timing of our obligation to
redeem 100% of our public shares if we do not complete a business combination before May 8, 2023, or (B) any other provision relating
to stockholders’ rights or initial business combination activity, Liberty will provide our public stockholders with the opportunity
to redeem all or a portion of their public shares upon such approval at a per-share price, payable in cash, equal to the aggregate amount
then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable), divided by the number of then
issued and outstanding public shares.
We believe that this provision of the Existing
Company Charter was included to protect our public shareholders from having to sustain their investments for an unreasonably long period
if we failed to find a suitable business combination in the timeframe contemplated by the Existing Company Charter.
The Liberty Board believes, however, that given
our expenditure of time, effort and money on the proposed Business Combination with Caspi, circumstances warrant providing those who believe
a proposed business combination is an attractive investment with an opportunity to consider such transaction, inasmuch as we are also
affording shareholders who wish to redeem their public shares the opportunity to do so, as required under the Existing Company Charter.
If you do not elect to redeem your public shares, you will retain the right to vote on any business combination in the future and the
right to redeem your public shares in connection with such business combination.
Our board recommends that you vote in favor of
the Adjournment Proposal should this be put to your vote. |
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When would the Liberty Board abandon the Extension Proposal and the Trust Amendment Proposal? |
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We intend to hold the special meeting to approve the Extension Amendment and Trust Amendment if and only if the Liberty Board has determined as of the time of the special meeting that we may not be able to complete the Business Combination on or before May 8, 2023. If we complete the Business Combination on or before May 8, 2023, we will not implement the Extension. Additionally, the Liberty Board will abandon the Extension Amendment and Trust Amendment if our shareholders do not approve the Extension Amendment Proposal and Trust Amendment Proposal. Notwithstanding shareholder approval of the Extension Amendment Proposal and Trust Amendment Proposal, the Liberty Board will retain the right to abandon and not implement the Extension Amendment and Trust Amendment at any time without any further action by our shareholders, subject to the terms of the Business Combination Agreement. |
How do the Company insiders intend to vote their shares? |
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Currently, the Company’s Sponsor, directors
and officers own approximately [●]% of our issued and outstanding shares, including 2,875,000 Founder Shares and 530,275 Class A common
shares included in the Private Placement Units.
The Founder Shares carry voting rights in connection
with the Extension Amendment Proposal, the Trust Amendment Proposal and the Adjournment Proposal, and we expect all of the Sponsor’s
shareholders to vote in favor of the Extension Amendment Proposal, the Trust Amendment Proposal and the Adjournment Proposal, though they
are not required to do so.
Our Sponsor, directors and officers do not intend
to purchase our shares in the open market or in privately negotiated transactions in connection with the shareholder vote on the Extension
Amendment or the Trust Amendment.
Our Sponsor, our directors and officers, Caspi,
Caspi’s directors and officers, Markmore, Markmore’s directors and officers, 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 would be (a) purchased at a price no higher than the redemption price for the public
shares, which is currently estimated to be $10.59 per share and (b) would not be (i) voted by the initial stockholders or their respective
affiliates at the special meeting and (ii) redeemable by the initial stockholders 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 Extension Amendment 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 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 Extension Amendment 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 Extension Amendment. None of our Sponsor, our directors and officers, Caspi, Caspi’s directors and officers, Markmore, Markmore’s
directors and officers, or any of 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 Securities Exchange Act
of 1934, as amended (the “Exchange Act”). |
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What vote is required to adopt the Extension Amendment Proposal? |
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The approval of the Extension Amendment Proposal requires adoption of a resolution under the DGCL by the affirmative vote of the holders of at least 65% of the total issued and outstanding shares of the Company’s common stock. |
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What vote is required to adopt the Trust Amendment Proposal? |
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The approval of the Trust Amendment Proposal requires adoption of a resolution by the affirmative vote of holders of at least 65% of the total issued and outstanding shares of the Company’s common stock as required pursuant to the provisions of the Trust Agreement. |
What vote is required to approve the Adjournment Proposal? |
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The approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority of the then issued and outstanding Company common stock who, being present and entitled to vote at the special meeting, vote on the Adjournment Proposal at the special meeting. |
What if I don’t want to vote “FOR” the Extension Amendment Proposal? |
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If you do not want the Extension Amendment Proposal to be approved, you must abstain, not vote or vote “AGAINST” such proposal. You will be entitled to redeem your public shares for cash in connection with this vote whether or not you vote on the Extension Amendment Proposal so long as you elect to redeem your public shares for a pro rata portion of the funds available in the Trust Account in connection with the Extension Amendment. If the Extension Amendment Proposal is approved, and the Extension is implemented, then the Withdrawal Amount will be withdrawn from the Trust Account and paid to the redeeming holders. |
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What if I don’t want to vote “FOR” the Trust Amendment Proposal? |
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If you do not want the Trust Amendment Proposal to be approved, you must abstain, not vote, or vote “AGAINST” such proposal. You will be entitled to redeem your public shares for cash in connection with this vote whether or not you vote on the Trust Amendment Proposal so long as you elect to redeem your public shares for a pro rata portion of the funds available in the Trust Account in connection with the Trust Amendment. If the Trust Amendment Proposal is approved, and the Extension is implemented, then the Withdrawal Amount will be withdrawn from the Trust Account and paid to the redeeming holders. |
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What happens if the Extension Amendment Proposal is not approved? |
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If the Extension Amendment Proposal is not approved
and we have not consummated an initial business combination by the Termination Date, we 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 subject to lawfully available funds
therefor, redeem 100% of our public 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, including interest (net of taxes payable, less up to $100,000 of such net
interest to pay dissolution expenses), by (B) the total number of then outstanding public shares, which redemption will completely extinguish
rights of public shareholders (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 shareholders and the Liberty
Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Company’s obligations to provide for
claims of creditors and other requirements of applicable law.
There will be no distribution from the Trust Account
with respect to our warrants, which will expire worthless in the event we wind up.
In the event of a liquidation, our Sponsor’s
shareholders and our directors and officers will not receive any monies held in the Trust Account as a result of their ownership of the
Founder Shares or Private Placement Warrants. |
What happens if the Trust Amendment Proposal is not Approved? |
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If the Trust Amendment Proposal is not approved and we do not consummate a business combination by May 8, 2023, as contemplated by our IPO prospectus and in accordance with the Existing Company Charter, we 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 subject to lawfully available funds therefor, redeem 100% of our public 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, including interest (net of taxes payable, less up to $100,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding public shares, which redemption will completely extinguish rights of public shareholders (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 shareholders and the Liberty Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Company’s obligations to provide for claims of creditors and other requirements of applicable law. |
If the Extension Amendment Proposal is approved, what happens next? |
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If the Extension Amendment Proposal is approved
by the requisite number of votes, the amendments to the Existing Company Charter that are set forth in Annex A hereto will become
effective. We will remain a reporting company under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)
and our units, public shares and warrants will remain publicly traded.
If the Extension Amendment Proposal is approved,
the removal of the Withdrawal Amount from the Trust Account will reduce the amount remaining in the Trust Account and increase the percentage
of our shares held by our Sponsor as a result of its ownership of the Founder Shares and Private Placement Warrants.
If the Extension Amendment Proposal is
approved, we will continue to attempt to consummate an initial business combination until the Extended Deadline. We expect to seek
shareholder approval of the Business Combination. If shareholders approve the Business Combination, we expect to consummate the
Business Combination as soon as possible following such shareholder approval. If we liquidate, our public shareholders may only
receive $[●] per share, or less, and our warrants will expire worthless. This will also cause you to lose any potential
investment opportunity in a target company and the chance of realizing future gains on your investment through any price
appreciation in the combined company. |
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If the Trust Amendment Proposal is approved, what happens next? |
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If the Trust Amendment Proposal is approved, we will continue to seek approval of the Extension Amendment Proposal in order to consummate an initial business combination by the Extended Deadline. If we receive approval of the Extension Amendment Proposal as well, we will amend our Trust Agreement in accordance with this proxy to reflect the terms of the Trust Amendment Proposal and the Extension Amendment Proposal. We expect to seek shareholder approval of the Business Combination. If shareholders approve the Business Combination, we expect to consummate the Business Combination as soon as possible following such shareholder approval. |
What happens to the Company’s warrants if the Extension Amendment Proposal is not Approved? |
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If the Extension Amendment Proposal is not approved and we have not consummated the Business Combination by the Termination Date, we 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 subject to lawfully available funds therefor, redeem 100% of our public 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, including interest (net of taxes payable, less up to $100,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding public shares, which redemption will completely extinguish rights of public shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Liberty Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Company’s obligations to provide for claims of creditors and other requirements of applicable law. There will be no distribution from the Trust Account with respect to our warrants, which will expire worthless in the event of our winding up. |
What happens to the Company’s warrants if the Extension Amendment Proposal and the Trust Amendment Proposal are approved? |
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If the Extension Amendment Proposal and the Trust Amendment Proposal are approved, we will retain the blank check company restrictions previously applicable to us and continue to attempt to consummate a business combination until the Extended Deadline. The public warrants will remain outstanding and only become exercisable after the completion of our initial business combination and 12 months from the closing of our IPO, provided we have an effective registration statement under the Securities Act covering the Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available (or we permit holders to exercise warrants on a cashless basis). |
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If I do not exercise my redemption rights now, can I exercise my redemption rights in connection with any future initial Business combination? |
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Yes. If you do not exercise your redemption rights now, you retain the right to exercise your redemption rights in connection with any future proposed business combination, subject to any limitations set forth in the Existing Company Charter. |
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Am I able to exercise my redemption rights in connection with our initial business combination? |
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If you were a holder of Class A common stock as of the close of business on any record date for a future meeting to seek shareholder approval of our initial business combination, you will be able to vote on our initial business combination. The special meeting relating to the Extension Amendment Proposal and the Trust Amendment Proposal does not affect your right to elect to redeem your public shares in connection with the Business Combination, subject to any limitations set forth in the Existing Company Charter. If you do not approve of the Business Combination, you will retain your right to redeem your public shares upon consummation of the Business Combination in connection with the shareholder vote to approve the Business Combination, subject to any limitations set forth in the Existing Company Charter. |
How do I attend the meeting? |
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The special meeting will be held via live webcast. You will be able
to attend the special meeting online, vote and submit your questions during the special meeting by visiting https://www.cstproxy.com/libertyresourcesacquisition/2023.
To access the virtual online special meeting, you will need your 12-digit control number to vote electronically at the special meeting. |
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If you do not have your control number, contact Continental Stock Transfer & Trust Company at the phone number or e-mail address below. Beneficial investors who hold shares through a bank, broker or other intermediary, will need to contact them and obtain a legal proxy. Once you have your legal proxy, contact Continental Stock Transfer & Trust Company to have a control number generated. Continental Stock Transfer & Trust Company contact information is as follows: 917-262-2373, or email proxy@continentalstock.com. |
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Shareholders will also have the option to listen to the special meeting by telephone by calling: |
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Within the U.S. and Canada: +1 800-450-7155 (toll-free) |
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Outside of the U.S. and Canada: +1 857-999-9155 (standard rates apply) |
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The passcode for telephone access: [●]#. You will not be able to vote or submit questions unless you register for and log in to the special meeting webcast as described herein. |
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How do I change or revoke my vote? |
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You may change your vote by e-mailing a later-dated, signed proxy card to dackerly@laurelhill.com so that it is received by us prior to the special meeting or by attending the special meeting online and voting. You also may revoke your proxy by sending a notice of revocation to us, which must be received by us prior to the special meeting. |
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Please note, however, that if on the record date your shares were held, not in your name, but rather in an account at a brokerage firm, custodian bank, or other nominee, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. If your shares are held in street name, and you wish to attend the special meeting and vote at the special meeting online, you must bring to the special meeting 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. |
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How are votes counted? |
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Votes will be counted by the inspector of election appointed for the special meeting, who will separately count “FOR” and “AGAINST” votes, abstentions and broker non-votes. |
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Abstentions and broker non-voted will count as shares present for purposes of determining whether a quorum is present but will not count as votes cast at the special meeting. |
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Approval of the Extension Amendment Proposal and the Trust Amendment Proposal require the affirmative vote of the holders of at least 65% of the Company common stock issued and outstanding on the record date. Abstentions and broker non-votes will therefore count as votes AGAINST the Extension Amendment Proposal and the Trust Amendment Proposal. |
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Approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast thereon at the special meeting. Abstentions and broker non-votes will have no effect on the outcome of any vote on the Adjournment Proposal. |
If my shares are held in “street name,” will my broker automatically vote them for me? |
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No. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. We believe all the proposals presented to the shareholders will be considered non-discretionary and therefore your broker, bank, or nominee cannot vote your shares without your instruction. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide. If your shares are held by your broker as your nominee, which we refer to as being held in “street name,” you may need to obtain a proxy form from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker to vote your shares. |
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What is a quorum requirement? |
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A quorum of our shareholders is necessary to hold a valid special meeting. A quorum will be present at the special meeting if the holders of a majority of the issued and outstanding shares entitled to vote at the special meeting are represented in person or by proxy. |
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As of the record date for the special meeting, the holders of at least [7,452,638] shares would be required to achieve a quorum. |
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Your shares will be counted towards the quorum if you appear in person or 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. |
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Who can vote at the special meeting? |
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Only holders of record of our shares at the close of business on the record date, March 16, 2023, are entitled to have their vote counted at the special meeting and any adjournments or postponements thereof. As of the record date, [14,905,275] of our shares were outstanding and entitled to vote. |
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Shareholder of Record: Shares Registered in Your Name. If on the record date your shares were registered directly in your name with our transfer agent, Continental Stock Transfer & Trust Company, then you are a shareholder of record. As a shareholder of record, you may vote online at the special meeting or vote by proxy. Whether or not you plan to attend the special meeting online, we urge you to fill out and return the enclosed proxy card to ensure your vote is counted. |
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Beneficial Owner: Shares Registered in the Name of a Broker or Bank. If on the record date your shares 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. However, since you are not the shareholder of record, you may not vote your shares online at the special meeting unless you request and obtain a valid proxy from your broker or other agent. |
Does the Liberty Board recommend voting for the approval of the Extension Amendment Proposal, the Trust Amendment Proposal and the Adjournment Proposal? |
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Yes. After careful consideration of the terms and conditions of these proposals, the Liberty Board has determined that the Extension Amendment, the Trust Amendment and, if presented, the Adjournment Proposal are in the best interests of the Company and its shareholders. The Liberty Board recommends that our shareholders vote “FOR” the Extension Amendment Proposal, the Trust Amendment Proposal and the Adjournment Proposal. |
What interests do the Company’s Sponsor, the Sponsor’s shareholders and our directors and officers have in the approval of the proposals? |
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Our Sponsor, our Sponsor’s shareholders and our directors and officers have interests in the proposals that may be different from, or in addition to, your interests as a shareholder. These interests include: |
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the Sponsor paid an aggregate of $25,000 for the 2,875,000 Liberty Class B Common Stock currently owned by the Sponsor’s shareholders and our directors and officers, and such securities will have a significantly higher value after the Business Combination. As of March 16, 2023, the most recent practicable date prior to the date of this proxy statement/prospectus, the aggregate market value of these shares, if unrestricted and freely tradable, would be $30,446,250, based upon a closing price of $10.59 per public share on Nasdaq on March 16, 2023 (and will have zero value if neither the Business Combination nor any other business combination is completed on or before the Final Redemption Date). |
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the Sponsor owns 530,275 Private Placement Units (purchased for $5,302,750), which include warrants that may become exercisable in the future if a business combination is consummated but would expire worthless if a business combination is not consummated. |
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the Sponsor extended to us a line of credit of up to $300,000 pursuant to a Convertible Promissory Note dated April 22, 2021 (the “Sponsor Working Capital Loan”), which is to either be repaid upon the consummation of a business combination, without interest, or, at the Sponsor’s discretion, up converted upon consummation of a business combination into additional Private Placement Units at a price of $10.00 per Unit. In the event that a Business Combination does not close, we may use a portion of proceeds held outside the Trust Account to repay the Sponsor Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Sponsor Working Capital Loans. As of September 30, 2022, the amount under the Sponsor Working Capital Loan was $178,198. |
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on November 8, 2022, we extended the date by which the Company has to consummate a business combination from November 8, 2022 to February 8, 2023 (the “First Extension”). On February 8, 2023, we further extended the date by which the Company has to consummate a business combination from February 8, 2023 to May 8, 2023 (the “Second Extension”). The First Extension and Second Extension were both permitted under the Existing Company Charter. In connection with the First Extension and Second Extension, the Sponsor deposited an aggregate of $2,300,000 (representing $0.10 per public share) into the Trust Account on November 8, 2022 and February 8, 2023, respectively, and we issued to the Sponsor a non-interest bearing, unsecured promissory note in that amount. In the event that a business combination does not close, we may use a portion of proceeds held outside the Trust Account to repay this loan, but no proceeds held in the Trust Account would be used to repay this loan. |
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our directors and officers have agreed to waive their redemption rights with respect to Company shares (other than public shares) held by them for no consideration. |
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our directors and officers may enter into future compensatory arrangements with Caspi and/or Markmore or any other business combination target after the closing of the Business Combination. |
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See the section entitled “The special meeting — Interests of our Sponsor, Directors and Officers.” |
Do I have appraisal rights if I object to the Extension Amendment Proposal and/or the Trust Amendment Proposal? |
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Our shareholders do not have appraisal rights in connection with the Extension Amendment Proposal and/or the Trust Amendment Proposal. |
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What do I need to do now? |
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We urge you to read carefully and consider the information contained in this Proxy Statement, including the annexes, and to consider how the proposals will affect you as our shareholder. You should then vote as soon as possible in accordance with the instructions provided in this Proxy Statement and on the enclosed proxy card. |
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How do I vote? |
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If you are a holder of record of our shares, you
may vote via live webcast. You will be able to attend the special meeting online, vote and submit your questions during the special meeting
by visiting https://www.cstproxy.com/libertyresourcesacquisition/2023.
To access the virtual online special meeting,
you will need your 12-digit control number to vote electronically at the special meeting. Whether or not you plan to attend the special
meeting online, we urge 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 special meeting
and vote online if you have already voted by proxy. |
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How do I redeem my shares of Class A common stock? |
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Each of our public shareholders who are not founders,
officers or directors may submit an election that, if the Extension is implemented, such public shareholder elects to redeem all or a
portion of such public shareholder’s public shares upon such approval at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable), divided by the number
of then issued and outstanding public shares. You will also be able to redeem your public shares in connection with any business combination,
or if we have not consummated a business combination by the Extended Deadline.
In order to exercise your redemption rights, you
must, prior to 5:00 p.m. Eastern time on April [●], 2023 (two business days before the special meeting) tender your shares physically or
electronically and submit a request in writing that we redeem your public shares for cash to Continental Stock Transfer & Trust Company,
our transfer agent, at the following address:
Continental Stock Transfer & Trust
Company
1 State Street Plaza, 30th Floor
New York, New York 10004-1561
Attention: SPAC Redemptions
E-mail: spacredemptions@continentalstock.com
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The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Continental Stock Transfer & Trust Company in order to validly redeem its shares. |
What should I do if I receive more than one set of voting materials? |
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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 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. 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 Company shares. |
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Who is paying for this proxy solicitation? |
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We will pay for the entire cost of soliciting proxies from our working capital. We have engaged Laurel Hill Advisory Group LLC to assist in the solicitation of proxies for the special meeting. We have agreed to pay the Proxy Solicitor a fee of $12,000. We will also reimburse the Proxy Solicitor for reasonable out-of-pocket expenses and will indemnify the Proxy Solicitor and its affiliates against certain claims, liabilities, losses, damages and expenses. In addition to these mailed proxy materials, our directors and 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. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners. While the payment of these expenses will reduce the cash available to us to consummate an initial business combination if the Extension is approved, we do not expect such payments to have a material effect on our ability to consummate an initial business combination. |
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Who can help answer my Questions? |
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If you have questions about the proposals or if
you need additional copies of the Proxy Statement or the enclosed proxy card you should contact our proxy solicitor by calling 855-414-2266
or send an email to Liberty@LaurelHill.com.
If you have questions regarding the certification
of your position or delivery of your shares, please contact:
Continental Stock Transfer & Trust
Company
1 State Street, 30th Floor
New York, New York 10004-1561
Attention: SPAC Redemptions
E-mail: spacredemptions@continentalstock.com
You may also 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.” |
FORWARD-LOOKING STATEMENTS
Some of the statements contained
in this proxy statement constitute forward-looking statements within the meaning of the federal securities laws. Forward-looking statements
relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning
matters that are not historical facts. Forward-looking statements reflect our current views with respect to, among other things, the pending
Business Combination, our capital resources and results of operations. Likewise, our financial statements and all of our statements regarding
market conditions and results of operations are forward-looking statements. In some cases, you can identify these forward-looking statements
by the use of terminology such as “outlook,” “believes,” “expects,” “potential,” “continues,”
“may,” “will,” “should,” “could,” “seeks,” “approximately,” “predicts,”
“intends,” “plans,” “estimates,” “anticipates” or the negative version of these words
or other comparable words or phrases.
While forward-looking statements
reflect our good faith beliefs, they are not guarantees of future performance. We disclaim any obligation to publicly update or revise
any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events
or other changes after the date of this proxy statement, except as required by applicable law. The forward-looking statements contained
in this proxy statement reflect our current views about future events and are subject to numerous known and unknown risks, uncertainties,
assumptions and changes in circumstances that may cause its actual results to differ significantly from those expressed in any forward-looking
statement. We do not guarantee that the transactions and events described will happen as described (or that they will happen at all).
The following factors, among
others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking
statements:
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our ability to effect the Extension Amendment Proposal and the Trust Amendment Proposal; |
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our ability to finance or consummate a business combination, including the proposed business combination with Caspi and Markmore; |
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our ability to complete our initial business combination; |
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the anticipated benefits of our initial business combination; |
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the volatility of the market price and liquidity of our securities; |
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the use of funds not held in the Trust Account; |
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unanticipated delays in the distribution of the funds from the Trust Account; |
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our financial performance; |
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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; |
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claims by third parties against the Trust Account; or |
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the competitive environment in which our successor will operate following our initial business combination. |
You should carefully
consider these risks, in addition to the risk factors set forth in the section entitled “Risk Factors” in our
other filings with the SEC, including the final prospectus on Form 424(b)(4) filed with the SEC related to the IPO dated
November 3, 2021 (File No. 333- 258766333-259342), the Company’s Annual Report on Form 10-K for the fiscal year ended December
31, 2021 filed on March 13, 2023 (as amended by a Form 10-K/A filed on January 3, 2023) and the Company’s Form 10-Qs for the
quarters ended March 31, 2022 filed on May 16, 2022, June 30, 2022 filed on August 9, 2022 and September 30, 2022 filed on November
17, 2022. You should not place undue reliance on any forward-looking statements, which are based only on information currently
available to us (or to third parties making the forward-looking statements). The documents we file with the SEC, including those
referred to above, discuss some of the risks that could cause actual results to differ from those contained or implied in the
forward-looking statements. See “Where You Can Find More Information” for additional information about our
filings.
RISK FACTORS
You should consider carefully
all of the risks described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 filed with the SEC on March
13, 2023, as amended by a Form 10-K/A filed with the SEC on January 3, 2023, in our Annual Report on Form 10-K for the fiscal year ended
December 31, 2022, which will be filed with the SEC as soon as available, and in the other reports we file with the SEC before making
a decision on how to vote on the proposals at the special meeting. 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, the Company can provide no assurances that our initial business combination will
be consummated prior to the Extended Deadline. 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, the Company expects to seek shareholder approval of our initial business
combination with Caspi and Markmore following the SEC declaring the Registration Statement effective, which includes our preliminary proxy
statement/prospectus for our initial business combination. The Registration Statement has not been declared effective by the SEC, and
the Company cannot complete the Business Combination unless the Registration Statement is declared effective. As of the date of this Proxy
Statement, the Company cannot estimate when, or if, the SEC will declare the Registration Statement effective.
We are required to offer shareholders
the opportunity to redeem shares in connection with the Extension Amendment, and we will be required to offer shareholders redemption
rights again in connection with any shareholder vote to approve the Business Combination. Even if the Extension or the Business Combination
are approved by our shareholders, it is possible that redemptions will leave us with insufficient cash to consummate the Business Combination
on commercially acceptable terms, or at all.
Furthermore, under the terms
of the Business Combination Agreement, the Company is required to use its commercially reasonable efforts to enter into and consummate
subscription agreements with investors relating to a private equity investment and/or backstop arrangements in connection with the transactions
(the “PIPE Investment”) contemplated under the proposed Business combination. However, a PIPE Investment is
not a condition of closing the Business Combination and thus there is no assurance that a PIPE Investment will occur. Moreover, there
is no assurance after any redemptions occur, that the Company will be left with sufficient cash to consummate our initial business combination
on commercially acceptable terms, or at all.
The fact that we will have
separate redemption periods in connection with the Extension and the Business Combination vote could exacerbate these risks. Other than
in connection with a redemption offer or liquidation, our shareholders 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 shareholders will be able
to dispose of our shares at favorable prices, or at all.
Regulatory delays could cause us to be unable to consummate the
Business Combination.
We are not aware of any material
regulatory approvals or actions that are required for completion of the Business Combination besides the SEC declaring the Company’s
Registration Statement effective. It is presently contemplated that if any such additional regulatory approvals or actions are required,
those approvals or actions will be sought. There can be no assurance, however, that any additional approvals or actions will be obtained.
Because we have only a
limited time to complete our initial business combination, even if we are able to effect the Extension, our failure to obtain any
required regulatory approvals in connection with the Business Combination or to resolve the above-mentioned investigations within
the requisite time period may require us to liquidate. If we liquidate, our public shareholders may only receive $[●] per
share, and our warrants will expire worthless. This will also cause you to lose any potential investment opportunity in a target
company and the chance of realizing future gains on your investment through any price appreciation in the combined company.
We are likely to be deemed a “foreign
person” under U.S. foreign investment regulations which might impose conditions on the consummation of the Business Combination
and our failure to obtain any required approvals within the requisite time period may require us to liquidate.
The Committee on Foreign
Investment in the United States (“CFIUS”) has authority to review certain direct or indirect foreign investments in U.S.
businesses. Among other things, CFIUS is authorized to require certain foreign investors to make mandatory filings and to
self-initiate national security reviews of certain foreign direct and indirect investments in U.S. businesses if the parties to that
investment choose not to file voluntarily. With respect to transactions that CFIUS considers to present unresolved national security
concerns, CFIUS has the power to suspend transactions, impose mitigation measures, and/or recommend that the President block pending
transactions or order divestitures of completed transactions when national security concerns cannot be mitigated. Whether CFIUS has
jurisdiction to review an acquisition or investment transaction depends on, among other factors, the nature and structure of the
transaction, whether the target company is a U.S. business, the level of beneficial ownership and voting interests acquired by
foreign persons, and the nature of any information, control or governance rights received by foreign persons. For example, any
investment that results in “control” of a U.S. business by a foreign person is within CFIUS’ jurisdiction.
CFIUS’ expanded jurisdiction under the Foreign Investment Risk Review Modernization Act of 2018 and implementing regulations
further includes investments that do not result in control of a U.S. business by a foreign person but that afford foreign persons
certain information or governance rights in a “TID U.S. business,” that is, a U.S. business that: (i) produces, designs,
tests, manufactures, fabricates, or develops “critical technologies”; (ii) owns or operates certain “critical
infrastructure”; and/or (iii) maintains or collects “sensitive personal data,” all as defined in the CFIUS
regulations.
The Company’s sponsor
is Liberty Fields LLC, a Delaware limited liability company. The Sponsor currently beneficially owns 3,335,275 shares of our common stock
(530,275 shares of Class A Common Stock and 2,805,000 shares of Class B Common Stock). The Sponsor is controlled by one or more non-U.S.
persons. While we do believe that our Sponsor may constitute a “foreign person” under rules and regulations of the Committee
on Foreign Investment in the United States (“CFIUS”), we do not believe any initial business combination between
the Company and a target company would be subject to CFIUS review in view of the asset class in which we seek to complete a business combination.
As Caspi is not currently
conducting any business in the United States, Liberty believes that Caspi should not be considered a U.S. business for CFIUS purposes.
If, however, the Business Combination does fall within the scope of applicable foreign ownership restrictions, we may be unable to consummate
the Business Combination, so we may be required to seek other potential targets. The pool of potential targets with which we could complete
an initial business combination may be limited as a result of any such regulatory restriction. Moreover, the process of any government
review, whether by CFIUS or otherwise, could be lengthy, which could delay our ability to close our initial business combination within
the requisite time period, which means we may be required to liquidate. We could make a mandatory filing or determine to submit a voluntary
notice to CFIUS, or to proceed with the business combination without notifying CFIUS and risk CFIUS intervention, before or after closing
the business combination.
Investments that involve the
acquisition of, or investment in, a U.S. business by a non-U.S. investor may be subject to U.S. laws that regulate foreign investments
in U.S. businesses and access by foreign persons to technology developed and produced in the United States. These laws include Section 721
of the Defense Production Act of 1950, as amended by the Foreign Investment Risk Review Modernization Act of 2018, and the regulations
at 31 C.F.R. Parts 800 and 802, as amended, administered by CFIUS.
Whether CFIUS has jurisdiction
to review an acquisition or investment transaction depends on, among other factors, the nature and structure of the transaction, including
the level of beneficial ownership interest and the nature of any information or governance rights involved. For example, investments that
result in “control” of a “U.S. business” by a “foreign person” (in each case, as such terms are defined
in 31 C.F.R. Part 800) always are subject to CFIUS jurisdiction. Significant CFIUS reform legislation, which was fully implemented
through regulations that became effective in 2020, expanded the scope of CFIUS’s jurisdiction to investments that do not result
in control of a U.S. business by a foreign person, but afford certain foreign investors certain information or governance rights in a
U.S. business that has a nexus to “critical technologies,” “covered investment critical infrastructure,” and/or
“sensitive personal data” (in each case, as such terms are defined in 31 C.F.R. Part 800).
Any business combination in
which we engage may be subject to notification requirements and review by CFIUS or another U.S. governmental agency, and while we do not
believe that notification to CFIUS regarding the Business Combination is required, there can be no assurance that CFIUS or another U.S.
governmental agency will not choose to review the Business Combination. Any review and approval of an investment or transaction by CFIUS
may have outsized impacts on transaction certainty, timing, feasibility, and cost, among other things. CFIUS policies and agency practices
are rapidly evolving, and, in the event that CFIUS reviews a business combination or one or more proposed or existing investments by investors,
there can be no assurance that such investors will be able to maintain, or proceed with, such investments on terms acceptable to the parties
to the transaction or such investors. Among other things, CFIUS could seek to impose limitations or restrictions on, or prohibit, investments
by such investors (including, but not limited to, limits on purchasing Liberty common stock, limits on information sharing with such investors,
requiring a voting trust, governance modifications, or forced divestiture, among other things).
If CFIUS elects to review
a business combination, the time necessary to complete such review of the business combination or a decision by CFIUS to prohibit the
business combination could prevent us from completing our initial business combination prior to the then applicable Extended Deadline.
If we are not able to consummate a business combination by the applicable Extended Deadline, we will (i) cease all operations except for
the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of our 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 (which interest shall be net of taxes payable and 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 shareholders’
rights as shareholders (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 shareholders and the board of directors, dissolve and liquidate,
subject in each case to obligations to provide for claims of creditors and other requirements of applicable law. In addition, if we fail
to complete an initial business combination by the applicable Extended Deadline, there will be no redemption rights or liquidating distributions
with respect to our warrants, which will expire worthless.
The SEC issued proposed rules to regulate
special purpose acquisition companies that, if adopted, may increase our costs and the time needed to complete our initial business combination.
With respect to the regulation
of special purpose acquisition companies like the Company (“SPACs”), on March 30, 2022, the SEC issued
proposed rules (the “SPAC Rule Proposals”) relating to, among other items, disclosures in business combination
transactions involving SPACs and private operating companies; the condensed financial statement requirements applicable to transactions
involving shell companies; the use of projections by SPACs in SEC filings in connection with proposed business combination transactions;
the potential liability of certain participants in proposed business combination transactions; and to 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. These rules, if adopted, whether in the form proposed
or in a revised form, may increase the costs of and the time needed to negotiate and complete an initial business combination, and may
constrain the circumstances under which we could complete an initial business combination.
A new 1% U.S. federal excise tax could be
imposed on us in connection with redemptions by us of our shares.
On August 16, 2022, the Inflation
Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S.
federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and
certain domestic subsidiaries of publicly traded foreign corporations. The excise tax is imposed on the repurchasing corporation itself,
not its shareholders 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. The U.S. Department of the Treasury (the “Treasury”)
has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.
The IR Act applies only to repurchases that occur after December 31, 2022.
Any redemption or other
repurchase that occurs after December 31, 2022, in connection with a business combination or otherwise, may be subject to the excise
tax. Whether and to what extent we would be subject to the excise tax in connection with a business combination would depend on a
number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the business
combination, (ii) the structure of the business combination, (iii) the nature and amount of any “PIPE” or other equity
issuances in connection with the business combination (or otherwise issued not in connection with the business combination but
issued within the same taxable year of the business combination) and (iv) the content of regulations and other guidance from the
Treasury. In addition, because the excise tax would be payable by us and not by the redeeming holder, the mechanics of any required
payment of the excise tax have not been determined. While we cannot use the proceeds from our IPO held in the Trust Account to pay
taxes, we are permitted to use interest earned on the proceeds placed in the Trust Account to pay certain taxes, which could include
any excise tax due under the IRA 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 would be required to institute burdensome compliance requirements and our activities would
be severely restricted. As a result, in such circumstances, unless we are able to modify our activities so that we would not be deemed
an investment company, we would expect to abandon our efforts to complete an initial business combination and instead to liquidate the
Company.
As described above, the SPAC
Rule Proposals relate, among other matters, to the circumstances in which SPACs such as the Company 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, including 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 a business combination no later than 18 months after the effective date of its registration statement for its
initial public offering (the “IPO Registration Statement”). The company would then be required to complete its
initial business combination no later than 24 months after the effective date of the IPO Registration Statement.
Because the SPAC Rule Proposals
have not yet been adopted, there is currently uncertainty concerning the applicability of the Investment Company Act to a SPAC, including
a company like ours, that may not complete its business combination within 12 months after the effective date of the IPO Registration
Statement. As a result, it is possible that a claim could be made that we have been operating as an unregistered investment company.
If we are deemed to be an
investment company under the Investment Company Act, our activities would be severely restricted. In addition, we would be subject to
burdensome compliance requirements. We do not believe that our principal activities will subject us to regulation as an investment company
under the Investment Company Act. However, if we are deemed to be an investment company and subject to compliance with and regulation
under the Investment Company Act, we would be subject to additional regulatory burdens and expenses for which we have not allotted funds.
As a result, unless we are able to modify our activities so that we would not be deemed an investment company, we would expect to abandon
our efforts to complete an initial business combination and instead to liquidate the Company.
To mitigate the risk that we might be deemed
to be an investment company for purposes of the Investment Company Act, we may, at any time, instruct the trustee to liquidate the securities
held in the Trust Account and instead to hold the funds in the Trust Account in cash until the earlier of the consummation of our initial
business combination or our liquidation. As a result, following the liquidation of securities in the Trust Account, we would likely receive
minimal interest, if any, on the funds held in the Trust Account, which would reduce the dollar amount our public shareholders would receive
upon any redemption or liquidation of the Company.
The funds in the Trust Account
have, since our initial public offering, been held only in U.S. government treasury obligations with a maturity of 180 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. However, to mitigate the risk of us being deemed to be an unregistered investment company (including under
the subjective test of Section 3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment Company
Act, we may, at any time, and we will, on or prior to the 24-month anniversary of the effective date of the IPO Registration Statement,
instruct 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 until
the earlier of consummation of our initial business combination or liquidation of the Company. Following such liquidation, we would likely
receive minimal interest, if any, on the funds held in the Trust Account. However, interest previously earned on the funds held in the
Trust Account still may be released to us to pay our taxes, if any, and certain other expenses as permitted. As a result, any decision
to liquidate the securities held in the Trust Account and thereafter to hold all funds in the Trust Account in cash would reduce the dollar
amount our public shareholders would receive upon any redemption or liquidation of the Company.
In addition, even prior to
the 24-month anniversary of the effective date of the IPO Registration Statement, we may be deemed to be an investment company. The longer
that the funds in the Trust Account are held in short-term U.S. government treasury obligations or in money market funds invested exclusively
in such securities, even prior to the 24-month anniversary, the greater the risk that we may be considered an unregistered investment
company, in which case we may be required to liquidate the Company. Accordingly, we may determine, in our discretion, to liquidate the
securities held in the Trust Account at any time, even prior to the 24-month anniversary, and instead hold all funds in the Trust Account
in cash, which would further reduce the dollar amount our public shareholders would receive upon any redemption or liquidation of the
Company, which is consistent with the Extended Deadline sought hereunder from May 8, 2023 to February 8, 2024 by up to nine (9) one-month
extension elections, as specifically described herein.
Since the Sponsor’s shareholders and
our directors and officers will lose their entire investment in the Company if an initial business combination is not completed, they
may have a conflict of interest in the approval of the proposals at the special meeting.
There will be no distribution
from the Trust Account with respect to the Company’s Founder Shares or the Private Placement Warrants, which will expire worthless
in the event of our winding up. In the event of a liquidation, the Sponsor’s shareholders will not receive any monies held in the
Trust Account as a result of their ownership of the Founder Shares that were issued to the Sponsor prior to our IPO and Private Placement
Warrants that were purchased by the Sponsor in a private placement which occurred simultaneously with the completion of our IPO. Such
persons have waived their rights to liquidating distributions from the Trust Account with respect to these securities, and all of such
investments would expire worthless if an initial business combination is not consummated. Additionally, such persons can earn a positive
rate of return after an initial business combination, even if other holders of our shares experience a negative rate of return, due to
the Sponsor having initially purchased the Founder Shares for an aggregate of $25,000. The personal and financial interests of our Sponsor
and our directors and officers may have influenced their motivation in identifying and selecting Caspi and Markmore for its target business
combination and consummating the Business Combination in order to close the Business Combination and therefore may have interests different
from, or in addition to, your interests as a shareholder in connection with the proposals at the special meeting.
Our Sponsor extended to us
a line of credit of up to $300,000 pursuant to a Convertible Promissory Note dated April 22, 2021 (the “Sponsor Working Capital
Loan”), which is to either be repaid upon the consummation of a business combination, without interest, or, at the Sponsor’s
discretion, up converted upon consummation of a business combination into additional Private Placement Units at a price of $10.00 per
Unit. In the event that a Business Combination does not close, we may use a portion of proceeds held outside the Trust Account to repay
the Sponsor Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Sponsor Working Capital Loans.
As of September 30, 2022, the amount under the Sponsor Working Capital Loan was $178,198.
On November 8, 2022, we extended
the date by which the Company has to consummate a business combination from November 8, 2022 to February 8, 2023 (the “First
Extension”). On February 8, 2023, we further extended the date by which the Company has to consummate a business combination
from February 8, 2023 to May 8, 2023 (the “Second Extension”). The First Extension and Second Extension were
both permitted under the Existing Company Charter. In connection with the First Extension and Second Extension, the Sponsor deposited
an aggregate of $2,300,000 (representing $0.10 per public share) into the Trust Account on November 8, 2022 and February 8, 2023, respectively,
and we issued to the Sponsor a non-interest bearing, unsecured promissory note in that amount. In the event that a business combination
does not close, we may use a portion of proceeds held outside the Trust Account to repay this loan, but no proceeds held in the Trust
Account would be used to repay this loan.
The completion of the Business Combination
is subject to a number of important conditions, and the Business Combination Agreement may be terminated before the completion of the
Business Combination in accordance with its terms. As a result, there is no assurance that the Business Combination will be completed.
The completion of the
Business Combination is subject to the satisfaction or waiver, as applicable, of a number of important conditions set forth in the
Business Combination Agreement, including the approval of the Business Combination by the Liberty shareholders, the approval of the
listing of the combined entity’s shares on Nasdaq, and several other customary closing conditions. If these conditions are not
satisfied or, if the Business Combination Agreement is otherwise terminated by either party, we are unlikely to find another target
for a business combination before the Extended Deadline.
We have incurred and expect to continue
to incur significant costs associated with the Business Combination. Whether or not the Business Combination is completed, the incurrence
of these costs will reduce the amount of cash available to be used for other corporate purposes by us if the Business Combination is not
completed.
Caspi and the Company expect
to incur significant transaction and transition costs associated with the Business Combination and operating as a public company following
the closing of the Business Combination. Caspi and the Company may also incur additional costs to retain key employees. Certain transaction
expenses incurred in connection with the Business Combination Agreement, including all legal, accounting, consulting, investment banking
and other fees, expenses and costs, will be paid by the combined company at or following the closing of the Business Combination. Even
if the Business Combination is not completed, we expect to incur substantial expenses. These expenses will reduce the amount of cash available
to be used for other corporate purposes by us if the Business Combination is not completed.
Our common stock (and our warrants)
may be subject to the “penny stock” rules in the future. It may be more difficult to resell securities classified as “penny
stock.”
Our common stock and warrants may be subject to
“penny stock” rules (generally defined as non-exchange traded stock with a per-share price below $5.00) in the future. While
our common stock and warrants are currently not considered “penny stock” since they are listed on Nasdaq, if we are unable
to maintain that listing and our common stock and warrants are no longer listed on Nasdaq, unless we maintain a per-share price above
$5.00, our common stock and warrants will become “penny stock.” These rules impose additional sales practice requirements
on broker-dealers that recommend the purchase or sale of penny stocks to persons other than those who qualify as “established customers”
or “accredited investors.” For example, broker-dealers must determine the appropriateness for non-qualifying persons of investments
in penny stocks. Broker-dealers must also provide, prior to a transaction in a penny stock not otherwise exempt from the rules, a standardized
risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer also
must provide the customer with current bid and offer quotations for the penny stock, disclose the compensation of the broker-dealer and
its salesperson in the transaction, furnish monthly account statements showing the market value of each penny stock held in the customer’s
account, provide a special written determination that the penny stock is a suitable investment for the purchaser, and receive the purchaser’s
written agreement to the transaction.
Legal remedies available to an investor in “penny
stocks” may include the following:
| · | If a “penny stock” is sold to the investor in violation
of the requirements listed above, or other federal or states securities laws, the investor may be able to cancel the purchase and receive
a refund of the investment. |
| · | If a “penny stock” is sold to the investor in a
fraudulent manner, the investor may be able to sue the persons and firms that committed the fraud for damage |
These requirements may have the effect of reducing
the level of trading activity, if any, in the secondary market for a security that becomes subject to the penny stock rules. The additional
burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in our securities,
which could severely limit the market price and liquidity of our securities. These requirements may restrict the ability of broker-dealers
to sell our common stock or our warrants and may affect your ability to resell our common stock and our warrants.
Many brokerage firms will discourage or refrain
from recommending investments in penny stocks. Most institutional investors will not invest in penny stocks. In addition, many individual
investors will not invest in penny stocks due, among other reasons, to the increased financial risk generally associated with these investments.
For these reasons, penny stocks may have a limited
market and, consequently, limited liquidity. We can give no assurance at what time, if ever, our common stock or our warrants will not
be classified as a “penny stock” in the future.
Penny stocks are generally considered to
be high-risk investments. There are several factors that contribute to the high-risk nature of penny stocks, including:
| · | Volatility: Penny stocks are known for their extreme price fluctuations.
This volatility can be caused by a number of factors, including changes in the overall stock market, news about the company or industry,
and changes in investor sentiment. |
| · | Lack of liquidity: Penny stocks are often traded on over-the-counter
markets, which can make them more difficult to buy and sell. This lack of liquidity can increase the risk of large price swings and can
make it difficult to exit a position if needed |
| · | Lack of information: Many penny stock companies are not required
to file regular reports with the Securities and Exchange Commission (SEC), which means there may be limited information available to
investors. This can make it difficult to evaluate the financial health of the company and to make informed investment decisions. |
| · | Manipulation: Because of their low trading volumes and lack
of regulatory oversight, penny stocks can be vulnerable to market manipulation. This can include practices such as "pump and dump"
schemes, where investors artificially inflate the price of a stock before selling their shares for a profit. |
Overall, it's important to approach penny stocks
with caution and to thoroughly research any investment before making a decision. It's also a good idea to diversify your portfolio and
to limit your exposure to any one stock or sector.
BACKGROUND
We are a blank check
company formed in Delaware on April 22, 2021, for the purpose of effecting a merger, share exchange, asset acquisition, share
purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this proxy
statement/prospectus as our initial business combination. Based on our business activities, Liberty is a “shell company”
as defined under the Exchange Act, because we have no operations and nominal assets consisting almost entirely of cash.
There are currently 100,000,000
Class A common stock authorized, of which 530,275 are issued and outstanding and 11,500,000 are subject to possible redemption, and 10,000,000
Class B common stock authorized, of which 2,875,000 are issued and outstanding. We also have outstanding 11,500,000 warrants underlying
the units sold in IPO and 530,275 Private Placement Warrants issued to our Sponsor in a private placement simultaneously with the consummation
of our IPO. Each whole warrant entitles its holder to purchase one Class A ordinary share at an exercise price of $11.50 per share.
The Founder Shares carry voting
rights in connection with the Extension Amendment Proposal, the Trust Amendment Proposal and the Adjournment Proposal, and we expect all
of the Sponsor’s shareholders to vote in favor of the Extension Amendment Proposal, the Trust Amendment Proposal and the Adjournment
Proposal, though they are not required to do so.
A total of $115,000,000 comprised
of the proceeds from our IPO and a portion of the proceeds from the simultaneous sale of the Private Placement Warrants were placed in
our Trust Account in the United States maintained by Continental Stock Transfer & Trust Company, acting as trustee, invested in U.S.
“government securities,” within the meaning of Section 2(a)(16) of the Investment Company Act, with a maturity of 180
days or less or in any open ended investment company that holds itself out as a money market fund selected by us meeting the conditions
of Rule 2a-7 of the Investment Company Act, until the earlier of (i) the consummation of a business combination or (ii) the distribution
of the proceeds in the Trust Account as described below.
Approximately $121.76 million
was held in the Trust Account as of March 16, 2023. The mailing address of the Company’s principal executive office is 78 SW 7th
Street, Suite 500, Miami, Florida 33130.
Caspi Business Combination
As previously announced, we
entered into the Business Combination Agreement on December 22, 2022 with Caspi and Merger Sub. Pursuant to the Business Combination
Agreement, the parties agreed, subject to the terms and conditions of the Business Combination Agreement, to effect the Business Combination.
For more information about the Business Combination, see our Current Report on Form 8-K filed with the SEC on December 22, 2022
and our Registration Statement.
The Liberty Board believes
it will not be able to effect the Business Combination by May 8, 2023. The Extension Amendment Proposal and the Trust Amendment Proposal
are essential to allowing us more time to obtain approval for any proposed business combination at a special meeting of its shareholders
and consummate any proposed business combination prior to the Extended Deadline and to reduce our cost to extend the Termination Date
to the Extended Deadline. Approval of the Extension Amendment Proposal and the Trust Amendment Proposal are conditions to the implementation
of the Extension Amendment. The Liberty Board believes that, given the Company’s expenditure of time, effort and money on a proposed
business combination, circumstances warrant providing public shareholders an opportunity to effect the Business Combination. Without the
Extension, the Liberty Board believes that there is significant risk that we might not, despite our best efforts, be able to complete
the Business Combination on or before May 8, 2023. If that were to occur, we would be precluded from completing the Business Combination
and would be forced to liquidate even if our shareholders are otherwise in favor of consummating the Business Combination.
You are not being asked
to vote on the Business Combination or any other proposed business combination or any other business combination at this time.
If the Extension is implemented and you do not elect to redeem your public shares, you will retain the right to vote on any proposed business
combination if and when it is submitted to shareholders and the right to redeem your public shares for a pro rata portion of the Trust
Account in the event such business combination is approved and completed or if we have not consummated a business combination by the Extended
Deadline.
THE EXTENSION AMENDMENT PROPOSAL
The Extension Amendment Proposal
We are proposing to amend
the Existing Company Charter to extend the date by which the Company has to consummate an initial business combination to the Extended
Deadline. The Extension Amendment Proposal is required for the implementation of the Liberty Board’s plan to change the structure
and cost of the Company’s right to extend the date by which the Company must consummate an initial business combination.
If the Extension Amendment
and the Trust Amendment are approved and implemented, the Company may, but is not obligated to, extend the period in which the Company
must complete the Initial Business Combination up to nine more times, each by an additional one month, for an aggregate of up to nine
additional months, provided that the Company or the Sponsor (or any of either of their affiliates or designees) will deposit, on or prior
to the Deadline Date, into the Trust Fund the lesser of (x) $150,000 or (y) $0.05 per share for each Public Share outstanding as of the
applicable Deadline Date for each extension.
If the Extension Amendment
Proposal is not approved and we have not consummated the Business Combination by May 8 2023, we 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 subject to lawfully
available funds therefor, redeem 100% of the public 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, including interest (net of taxes payable, less up
to $100,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding public shares, which redemption
will completely extinguish rights of public shareholders (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 shareholders
and the Liberty Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Company’s obligations
to provide for claims of creditors and other requirements of applicable law.
The Liberty Board
believes that given our expenditure of time, effort and money on the Business Combination, circumstances warrant providing public
shareholders an opportunity to consider the Business Combination and that it is in the best interests of our shareholders that we
obtain the Extension Amendment. The Liberty Board believes that the Business Combination will provide significant benefits to our
shareholders. For more information about the Business Combination, see Company’s Current Report on Form 8-K filed with
the U.S. Securities and Exchange Commission (the “SEC”) on December 22, 2022 and our Registration
Statement.
A copy of the proposed amendment
to the Existing Company Charter of the Company is attached to this Proxy Statement in Annex A.
Vote Needed to Approve the Extension Amendment Proposal
The Existing Company Charter
and the Company’s IPO prospectus provide that the affirmative vote of the holders of at least 65% of the votes entitled to be cast
by the holders of the Company’s issued and outstanding shares of common stock, including the Founder Shares and the shares of the
Class A common stock underlying the Private Placement Units, is required to extend our corporate existence, except in connection with,
and effective upon, consummation of a business combination. Additionally, the Existing Company Charter and our IPO prospectus provide
for all public stockholders to have an opportunity to redeem their public shares in the case our corporate existence is extended as described
above. Because we continue to believe that a business combination would be in the best interests of our stockholders, and because we will
not be able to conclude a business combination within the permitted time period, the Liberty Board has determined to seek stockholder
approval to extend the date by which we have to complete a business combination beyond May 8, 2023, to the Extended Deadline. We intend
to hold another stockholder meeting prior to the Extended Deadline in order to seek stockholder approval of the Business Combination.
The Liberty Board will abandon
and not implement the Extension Amendment Proposal unless our stockholders approve both the Extension Amendment Proposal and the Trust
Amendment Proposal. This means that if one proposal is approved by the stockholders and the other proposal is not, neither proposal will
take effect. Notwithstanding stockholder approval of the Extension Amendment and Trust Amendment, the Liberty Board will retain the right
to abandon and not implement the Extension Amendment and Trust Amendment at any time without any further action by our stockholders.
Full Text of the Resolution to be Approved
“RESOLVED, that subject
to and conditional upon the trust account, which is governed by the investment management trust agreement entered into between the Company
and Continental Stock Transfer & Trust Company on November 8, 2021, having net tangible assets of at least US $5,000,001 as at the
date of this resolution, the first amendment to the amended and restated certificate of incorporation, a copy of which is attached to
the accompanying proxy statement as Annex A, be and is hereby adopted.”
Reasons for the Redemption Rights Associated with the Extension
Amendment Proposal
The Existing Company Charter
provides that if our shareholders approve an amendment to the Existing Company Charter (i) to modify the substance or timing of our obligation
to redeem 100% of our public shares if we do not complete a business combination before May 8, 2023, or (ii) with respect to any other
provision relating to shareholders’ rights or pre-business combination activity, we will provide our public shareholders with the
opportunity to redeem all or a portion of their shares upon such approval at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable), divided by the number
of then issued and outstanding public shares. We believe that this provision of the Existing Company Charter was included to protect our
public shareholders from having to sustain their investments for an unreasonably long period if we failed to find a suitable business
combination in the timeframe contemplated by the Existing Company Charter and discussed in the prospectus associated with our IPO.
Reasons for the Extension Amendment Proposal
Pursuant to the Existing
Company Charter the Company currently has until May 8, 2023 to complete the purposes of the Company including, but not limited to,
effecting a business combination under its terms unless extended as specifically provided in the Existing Company Charter. The
purpose of the Extension Amendment is to change the structure and cost of the Company’s right to extend the date by which the
Company must consummate an initial business combination and to provide that if any Extended Deadline ends on a day that is not a
business day, such Extended Deadline will be automatically extended to the next succeeding business day. As previously announced, we
entered into the Business Combination Agreement with Caspi on December 22, 2022. Pursuant to the Business Combination Agreement, the
parties agreed, subject to the terms and conditions of the Business Combination Agreement, to effect the Business Combination.
If the Extension Amendment
and the Trust Amendment are approved and implemented, but is not obligated to, extend the period in which the Company must complete the
Initial Business Combination up to nine more times, each by an additional one month, for an aggregate of up to nine additional months,
provided that the Company or the Sponsor (or any of either of their affiliates or designees) will deposit, on or prior to the Deadline
Date, into the Trust Fund the lesser of (x) $150,000 or (y) $0.05 per share for each Public Share outstanding as of the applicable Deadline
Date for each extension.
While we are using our best
efforts to complete the Business Combination as soon as practicable, the Liberty Board believes that there will not be sufficient time
before the Termination Date to complete the Business Combination. Accordingly, the Liberty Board believes that in order to be able to
consummate the Business Combination, we will need to change the structure and cost of the Company’s right to extend the date by
which the Company must consummate an initial business combination.
If the Extension Amendment
and the Trust Amendment are approved and implemented, the Company may, but is not obligated to, extend the period in which the Company
must complete the Initial Business Combination up to nine more times, each by an additional one month, for an aggregate of up to nine
additional months, provided that the Company or the Sponsor (or any of either of their affiliates or designees) will deposit, on or prior
to the Deadline Date, into the Trust Fund the lesser of (x) $150,000 or (y) $0.05 per share for each Public Share outstanding as of the
applicable Deadline Date for each extension.
The Liberty Board has determined
that it is in the best interests of the Company to have the Company’s shareholders approve the Extension Amendment Proposal and
the Trust Amendment Proposal to allow for additional time to consummate the Business Combination and to reduce our cost to extend the
Termination Date to the Extended Deadline. Without the Extension, the Company believes that the Company will not be able to complete the
Business Combination on or before the Termination Date. If that were to occur, the Company would be precluded from completing the Business
Combination and would be forced to liquidate.
With the Extension Amendment,
the cost to purchase one-month extensions is the lesser of (x) $150,000 or (y) $0.05 per share for each Public Share outstanding as of
the applicable Deadline Date for each extension. The table below sets forth the cost of an extension for three months based upon the redemption
scenarios set forth therein. We are unable to predict the actual number of public shares for which public shareholders will make Redemption
Elections in connection with the Extension Amendment Proposal.
| |
| |
With Extension Amendment | |
| |
No Extension Amendment | |
25% Redemption | | |
50% Redemption | | |
75% Redemption | | |
Maximum Redemption (1) | |
Outstanding public shares | |
11,500,000 | |
| 8,625,000 | | |
| 5,750,000 | | |
| 2,875,000 | | |
| 493,206 | |
Extension price per share - 1 month | |
Not permitted | |
$ | 0.05 | | |
$ | 0.05 | | |
$ | 0.05 | | |
$ | 0.05 | |
Cost of Extension for 1 month | |
Not permitted | |
$ | 431,250 | | |
$ | 287,500 | | |
$ | 143,750 | | |
$ | 24,660.30 | |
Extension price per share - 3 months | |
Not permitted | |
$ | 0.15 | | |
$ | 0.15 | | |
$ | 0.15 | | |
$ | 0.15 | |
Cost of Extension for 3 months | |
Not permitted | |
$ | 1,293,750 | | |
$ | 862,500 | | |
$ | 431,250 | | |
$ | 73,980.90 | |
(1) Assumes
shares are redeemed at a price equal to the March 15, 2023 Trust Account Balance of $121.76 million divided by the 11,500,000 total outstanding
public shares and leaving $5,000,001 in the Trust Account.
If the Extension Amendment Proposal is Not Approved
If the Extension
Amendment Proposal is not approved and we have not consummated the Business Combination by May 8, 2023, we 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 subject to lawfully available funds therefor, redeem 100% of the public 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, including
interest (net of taxes payable, less up to $100,000 of such net interest to pay dissolution expenses), by (B) the total number of
then outstanding public shares, which redemption will completely extinguish rights of public shareholders (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 shareholders and the Liberty Board in accordance with applicable
law, dissolve and liquidate, subject in each case to the Company’s obligations to provide for claims of creditors and other
requirements of applicable law.
There will be no distribution
from the Trust Account with respect to the Company’s warrants, which will expire worthless in the event we wind up. In the event
of a liquidation, our Sponsor’s shareholders and our directors and officers will not receive any monies held in the Trust Account
as a result of their ownership of the Founder Shares.
If the Extension Amendment Proposal Is Approved
Upon approval of the Extension
Amendment Proposal by the requisite number of votes, the amendments to the Existing Company Charter that are set forth in Annex A
hereto to change the structure and cost of the and to provide that if any Extended Deadline ends on a day that is not a business day,
such Extended Deadline will be automatically extended to the next succeeding business day will become effective. 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. The Company
will then continue to work to consummate the Business Combination by the Extended Deadline.
If the Extension Amendment
Proposal is approved, and the Extension is implemented, the removal of the Withdrawal Amount from the Trust Account in connection with
redemptions associated with the Redemption Election will reduce the amount held in the Trust Account. The Company cannot predict the amount
that will remain in the Trust Account if the Extension Amendment Proposal is approved, and the amount remaining in the Trust Account may
be only a small fraction of the approximately $121.76 million held in the Trust Account as of March 16, 2023. We cannot assure you that
the per share distribution from the Trust Account, if we liquidate, will not be less than $[●] due to unforeseen claims of creditors.
There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless in the event
of our winding up. In the event of a liquidation, our Sponsor’s shareholders and our directors and officers, the sole holders of
our Founder Shares, will not receive any monies held in the Trust Account as a result of their ownership of the Founder Shares.
If the Extension Amendment
Proposal is approved but we do not consummate a business combination by the Extended Deadline, unless further extended, we 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,
redeem 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 (less up to $100,000 of interest to pay dissolution expenses, and which interest shall be net of taxes payable), divided by the
number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as
shareholders (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 our remaining shareholders and our board, liquidate and dissolve, subject to our
obligations to provide for claims of creditors and other requirements of applicable law.
You are not being asked
to vote on the Business Combination at this time. If the Extension is implemented and you do not elect to redeem your public shares, provided
that you are a shareholder on the record date for a meeting to consider the Business Combination, you will retain the right to vote on
the Business Combination when it is submitted to shareholders and the right to redeem your public shares for cash in the event the Business
Combination is approved and completed or we have not consummated a business combination by the Extended Deadline.
Redemption Rights
If the Extension
Amendment Proposal is approved, and the Extension is implemented, each public shareholder may seek to redeem its public shares at a
per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which
interest shall be net of taxes payable), divided by the number of then outstanding public shares. Holders of public shares who do
not elect to redeem their public shares in connection with the Extension will retain the right to redeem their public shares in
connection with any shareholder vote to approve a proposed business combination, or if the Company has not consummated a business
combination by the Extended Deadline.
TO EXERCISE YOUR REDEMPTION
RIGHTS, YOU MUST SUBMIT A REQUEST IN WRITING THAT WE REDEEM YOUR PUBLIC SHARES FOR CASH TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY
AT THE ADDRESS BELOW, AND, AT THE SAME TIME, ENSURE YOUR BANK OR BROKER COMPLIES WITH THE REQUIREMENTS IDENTIFIED ELSEWHERE HEREIN, INCLUDING
DELIVERING YOUR SHARES TO THE TRANSFER AGENT PRIOR TO THE VOTE ON THE EXTENSION AMENDMENT PROPOSAL PRIOR TO 5:00 PM EASTERN TIME ON APRIL
[●], 2023.
In connection with tendering
your shares for redemption, prior to 5:00 pm. Eastern time on April [●], 2023 (two business days before the special meeting), you must
elect either:
|
(1) |
to physically tender your Class A common stock share certificates to: |
Continental Stock Transfer & Trust Company
1 State Street Plaza, 30th Floor
New York, New York 10004-1561
Attention: SPAC Redemptions
E-mail: spacredemptions@continentalstock.com
or
|
(2) |
to deliver your shares to the transfer agent electronically using DTC’s DWAC system, which election would likely be determined based on the manner in which you hold your shares. |
The requirement for physical
or electronic delivery prior to 5:00 p.m. Eastern time on April [●], 2023 (two business days before the special meeting) ensures that a
redeeming holder’s election is irrevocable once the Extension Amendment Proposal is approved. In furtherance of such irrevocable
election, shareholders making the election will not be able to tender their shares after the vote at the special meeting.
Through the DWAC system, this
electronic delivery process can be accomplished by the shareholder, 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 share certificate, a shareholder’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 shareholders 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
share certificate. Such shareholders will have less time to make their redemption decision than those shareholders that deliver their
shares through the DWAC system. Shareholders who request physical share 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 5:00 p.m. Eastern time on April [●], 2023 (two business days before
the special meeting) will not be redeemed for cash held in the Trust Account on the redemption date. In the event that a public
shareholder tenders its shares and decides prior to the vote at the special meeting that it does not want to redeem its shares, the
shareholder 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 public 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 shareholder tenders shares and the Extension
Amendment Proposal is not approved, these shares will not be redeemed and the physical certificates representing these shares will be
returned to the shareholder promptly following the determination that the Extension Amendment Proposal will not be approved. The Company
anticipates that a public shareholder 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. The transfer
agent will hold the certificates of public shareholders that make the election until such shares are redeemed for cash or returned to
such shareholders.
If properly demanded, 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 (which interest shall be net of taxes payable), divided by the number of then outstanding public shares. Based
upon the current amount in the Trust Account, the Company anticipates that the per-share price at which public shares will be redeemed
from cash held in the Trust Account will be approximately $10.59 at the time of the special meeting. The closing price of the Company’s
Class A common stock on the record date was $10.48.
If you exercise your redemption
rights, you will be exchanging your shares of the Company’s Class A 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 share certificate(s) to the Company’s
transfer agent prior to 5:00 p.m. Eastern time on April [●], 2023 (two business days before the special meeting). The Company anticipates
that a public shareholder 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.
THE TRUST AMENDMENT PROPOSAL
The Trust Amendment Proposal
We are proposing to amend
the Trust Agreement to conform the procedures in the Trust Agreement by which the Company may extend the date on which Continental must
liquidate the Trust Account if the Company has not completed its initial business combination to the procedures in the Extension Amendment.
If the Trust Amendment Proposal
is not approved and we have not consummated the Business Combination by May 8, 2023, we 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 subject to lawfully available funds
therefor, redeem 100% of the public 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, including interest (net of taxes payable, less up to $100,000 of such net
interest to pay dissolution expenses), by (B) the total number of then outstanding public shares, which redemption will completely extinguish
rights of public shareholders (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 shareholders and the Liberty
Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Company’s obligations to provide for
claims of creditors and other requirements of applicable law.
Pursuant to the Trust
Agreement, Continental agreed to liquidate the Trust Account after receipt of a Termination Letter (as defined therein) from the
Company or upon the date which is the later of (i) up-to 18 months after the closing of the Offering, and (ii) such later date as
may be approved by the Company’s shareholders.
The Liberty Board believes
that given our expenditure of time, effort and money on the Business Combination, circumstances warrant providing public shareholders
an opportunity to consider the Business Combination and that it is in the best interests of our shareholders that we obtain the Trust
Amendment. The Liberty Board believes that the Business Combination will provide significant benefits to our shareholders. For more information
about the Business Combination, see Company’s Current Report on Form 8-K filed with the SEC on December 22, 2022 and our Registration
Statement.
Vote Needed to Approve the Trust Amendment Proposal
The Trust Agreement provides
that the affirmative vote of the holders of at least 65% of the total issued and outstanding shares of the Company is required to amend
the relevant provisions of the Trust Agreement.
Reasons for the Trust Amendment Proposal
The Trust Agreement
provides that Continental will liquidate the Trust Account after receipt of a Termination Letter (as defined therein) from the
Company or upon the date which is the later of (i) up-to 18 months after the closing of the Offering and (ii) such later date as may
be approved by the Company’s shareholders. The purpose of the Trust Amendment is to conform the procedures in the Trust
Agreement by which the Company may extend the date on which Continental must liquidate the Trust Account if the Company has not
completed its initial business combination, to the procedures in the Extension Amendment. As previously announced, we entered into
the Business Combination Agreement with Caspi on December 22, 2022. Pursuant to the Business Combination Agreement, the parties
agreed, subject to the terms and conditions of the Business Combination Agreement, to effect the Business Combination.
While we are using our best
efforts to complete the Business Combination as soon as practicable, the Liberty Board believes that there will not be sufficient time
before the Termination Date to complete the Business Combination. Accordingly, the Liberty Board believes that in order to be able to
consummate the Business Combination, we will need to obtain the Trust Amendment.
If the Extension is approved
and implemented, subject to satisfaction of the conditions to closing in the Business Combination Agreement (including, without limitation,
receipt of shareholder approval of the Business Combination), we intend to complete the Business Combination as soon as possible and in
any event on or before the Extended Deadline.
Full Text of the Resolution to be Approved
“RESOLVED THAT subject
to and conditional upon the Trust Account, which is governed by Trust Agreement, having net tangible assets of at least US$5,000,001 as
at the date of this resolution, the Trust Agreement be amended in the form set forth in Annex B to the accompanying proxy statement
to allow the Company to extend the date by which the Company has to complete a business combination from May 8, 2023 to February 8, 2024
via nine (9) one-month extensions provided the Company deposits into its trust account the lesser of (x) $150,000 or (y) $0.05 per share
for each Public Share outstanding as of the applicable Deadline Date for each such one-month extension until February 8, 2024 unless the
closing of the Company’s initial business combination shall have occurred.”
If the Trust Amendment Proposal is Not Approved
If the Trust Amendment Proposal
is not approved and we have not consummated the Business Combination by May 8, 2023, we 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 subject to lawfully available funds
therefor, redeem 100% of the public 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, including interest (net of taxes payable, less up to $100,000 of such net
interest to pay dissolution expenses), by (B) the total number of then outstanding public shares, which redemption will completely extinguish
rights of public shareholders (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 shareholders and the Liberty
Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Company’s obligations to provide for
claims of creditors and other requirements of applicable law.
There will be no distribution
from the Trust Account with respect to the Company’s warrants, which will expire worthless in the event we wind up. In the event
of a liquidation, our Sponsor’s shareholders will not receive any monies held in the Trust Account as a result of their ownership
of the Founder Shares.
If the Trust Amendment Proposal Is Approved
Upon approval of the Extension
Amendment Proposal and the Trust Amendment Proposal by the requisite number of votes, the amendments to the Trust Agreement to conform
the procedures in the Trust Agreement by which the Company may extend the date on which Continental must liquidate the Trust Account if
the Company has not completed its initial business combination, to the procedures in the Extension Amendment will be made to the Trust
Agreement so that the provisions of the Trust Agreement mirror what is in the Existing Company Charter as amended by the Extension Amendment.
If the Trust Amendment Proposal
is approved but we do not consummate a business combination by the Extended Deadline, we will, unless further extended, (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,
redeem 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 (less up to $100,000 of interest to pay dissolution expenses, and which interest shall be net of taxes payable), divided by the
number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as
shareholders (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 our remaining shareholders and our board, liquidate and dissolve, subject to our
obligations to provide for claims of creditors and other requirements of applicable law.
You are not being asked
to vote on the Business Combination at this time. If the Extension Amendment and the Trust Amendment are implemented and you do not elect
to redeem your public shares, provided that you are a shareholder on the record date for a meeting to consider the Business Combination,
you will retain the right to vote on the Business Combination when it is submitted to shareholders and the right to redeem your public
shares for cash in the event the Business Combination is approved and completed or we have not consummated a business combination by the
Extended Deadline.
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
The following discussion summarizes
certain United States federal income tax considerations generally applicable to U.S. Holders (as defined below) who elect to have their
Class A common stock redeemed for cash pursuant to the exercise of a right to redemption in connection with a Redemption Election.
This discussion is limited
to certain United States federal income tax considerations to such U.S. Holders who hold shares of the Class A common stock as a capital
asset under the U.S. Internal Revenue Code of 1986, as amended (the “Code”).
This discussion is a summary
only and does not consider all aspects of United States federal income taxation that may be relevant to a U.S. Holder exercising its right
to redemption in light of such holder’s particular circumstances, including tax consequences to U.S. Holders who are:
|
● |
financial institutions or financial services entities; |
|
● |
taxpayers that are subject to the mark-to-market accounting rules; |
|
● |
governments or agencies or instrumentalities thereof; |
|
● |
regulated investment companies or real estate investment trusts; |
|
● |
expatriates or former long-term residents of the United States; |
|
● |
persons that actually or constructively own five percent or more of our voting shares or five percent or more of the total value of any class of our shares; |
|
● |
persons that acquired our securities pursuant to an exercise of employee share options, in connection with employee share incentive plans or otherwise as compensation; |
|
● |
persons that hold our securities as part of a straddle, constructive sale, hedging, conversion or other integrated or similar transaction; |
|
● |
partnerships (or entities or arrangements treated as partnerships or other pass-through entities for U.S. federal income tax purposes), or persons holding Liberty securities through such partnerships or other pass-through entities; or |
|
● |
persons whose functional currency is not the U.S. dollar. |
This discussion is based on
the Code, 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 is subject to change, which change could apply retroactively and could affect
the tax considerations described herein. This discussion does not address U.S. federal taxes other than those pertaining to U.S. federal
income taxation (such as estate or gift taxes, the alternative minimum tax or the Medicare tax on investment income), nor does it address
any aspects of U.S. state or local or non-U.S. taxation.
We have not sought and do
not intend to seek any rulings from the IRS regarding the Business Combination or an exercise of redemption rights by holders of Class
A common stock. 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. Moreover, there can be no assurance that future legislation, regulations, administrative
rulings or court decisions will not change the accuracy of the statements in this discussion.
As used herein, the term “U.S.
Holder” means a beneficial owner of Class A common stock or warrants who or that is for United States federal income tax purposes:
(i) an individual citizen or resident of the United States, (ii) a corporation (or other entity treated as a corporation for United States
federal income tax purposes) that is created or organized (or treated as created or organized) in or under the laws of the United States,
any state thereof or the District of Columbia, (iii) an estate the income of which is subject to United States federal income taxation
regardless of its source or (iv) a trust if (A) a court within the United States is able to exercise primary supervision over the administration
of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (B) it has in effect
a valid election to be treated as a U.S. person.
This discussion does not consider
the tax treatment of partnerships or other pass-through entities or persons who hold our securities through such entities. If a partnership
(or other entity or arrangement classified as a partnership for United States federal income tax purposes) is the beneficial owner of
our securities, the United States federal income tax treatment of a partner in the partnership generally will depend on the status of
the partner and the activities of the partnership. Partnerships holding our securities and partners in such partnerships are urged to
consult their own tax advisors.
THIS DISCUSSION IS ONLY
A SUMMARY OF CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS ASSOCIATED WITH AN ELECTION. EACH REDEEMING U.S. HOLDER IS URGED
TO CONSULT ITS OWN TAX ADVISOR WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES TO SUCH U.S. HOLDER OF THE EXERCISE OF REDEMPTION RIGHTS
THROUGH AN ELECTION, INCLUDING THE APPLICABILITY AND EFFECT OF ANY STATE, LOCAL, AND NON-U.S. TAX LAWS.
Redemption as Sale or Distribution
Subject to the PFIC
rules discussed below, in the event that a U.S. Holder’s Class A common stock are redeemed pursuant to a Redemption Election,
the treatment of the transaction for United States federal income tax purposes will depend on whether the redemption qualifies as a
sale of the Class A common stock under Section 302 of the Code. If the redemption qualifies as a sale of Class A common stock,
a U.S. Holder generally will recognize capital gain or loss and any such capital gain or loss generally will be long-term capital
gain or loss if the U.S. Holder’s holding period for such Class A common stock exceeds one year. It is unclear, however,
whether certain redemption rights described in the IPO prospectus may suspend the running of the applicable holding period for this
purpose. If the redemption does not qualify as a sale of the Class A common stock, it will be treated as a corporate distribution.
In that case, the U.S. Holder generally will be required to include in gross income as a dividend the amount of the distribution to
the extent the distribution is paid out of our current or accumulated earnings and profits (as determined under United States
federal income tax principles). To the extent those distributions exceed our current and accumulated earnings and profits, they will
constitute a return of capital, which will first reduce your basis in your shares of the Class A common stock, but not below zero,
and then will be treated as gain from the sale of your Class A common stock.
Whether a redemption pursuant
to a Redemption Election qualifies for sale treatment will depend largely on the total number of Class A common stock treated as held
by the U.S. Holder (including any Class A common stock constructively owned by the U.S. Holder as a result of owning warrants) relative
to all of our shares outstanding both before and after such redemption. The redemption generally will be treated as a sale of Class A
common stock (rather than as a corporate distribution) if such redemption (i) is “substantially disproportionate” with respect
to the U.S. Holder, (ii) results in a “complete termination” of the U.S. Holder’s interest in us or (iii) 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 are satisfied, a U.S. Holder takes into account not only our shares actually owned by the U.S. Holder, but also
our shares that are constructively owned by such holder. A U.S. Holder may constructively own, in addition to shares owned directly, shares
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 shares the U.S. Holder has a right to acquire by exercise of an option, which would generally include shares of the Class
A common stock which could be acquired pursuant to the exercise of the warrants. In order to meet the substantially disproportionate test,
the percentage of our outstanding voting shares actually and constructively owned by the U.S. Holder immediately following the redemption
of Class A common stock must, among other requirements, be less than 80 percent of the percentage of our outstanding voting shares actually
and constructively owned by the U.S. Holder immediately before the redemption.
Prior to the Business Combination,
the Class A common stock may not be treated as voting shares for this purpose and, consequently, this substantially disproportionate test
may not be applicable. There will be a complete termination of a U.S. Holder’s interest if either (i) all of the Class A common
stock actually and constructively owned by the U.S. Holder are redeemed or (ii) all of the Class A common stock 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 Class A common stock owned by certain family members and the U.S. Holder does not constructively own any other of our shares. The redemption
of the Class A common stock will not be essentially equivalent to a dividend if such redemption results in a “meaningful reduction”
of the U.S. Holder’s proportionate interest in us. Whether the redemption will result in a meaningful reduction in a U.S. Holder’s
proportionate interest in us 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 shareholder in a publicly held corporation who exercises
no control over corporate affairs may constitute such a “meaningful reduction.”
If none of the foregoing tests
are satisfied, then the redemption will be treated as a corporate distribution as described above. A U.S. Holder considering exercising
its redemption right should consult its own tax advisor as to whether the redemption will be treated as a sale or as a corporate distribution
under the Code.
Passive Foreign Investment Company (“PFIC”)
Rules
A non-U.S. corporation
will be classified as a PFIC for United States federal income tax purposes if either (i) at least 75% of its gross income in a
taxable year, including its pro rata share of the gross income of any corporation in which it is considered to own at least 25% of
the shares by value, is passive income or (ii) at least 50% of its assets in a taxable year (ordinarily determined based on fair
market value and averaged quarterly over the year), including its pro rata share of the assets of any corporation in which it is
considered to own at least 25% of the shares by value, are held for the production of, or produce, passive income. Passive income
generally includes dividends, interest, rents and royalties (other than rents or royalties derived from the active conduct of a
trade or business) and gains from the disposition of passive assets.
Because we are a blank check
company, with no current active business, we believe that it is likely that we met the PFIC asset or income test for our taxable year
ending December 31, 2021 and that we will meet the PFIC asset or income test for our current taxable year ending December 31,
2022. Accordingly, if a U.S. Holder did not make a timely qualified electing fund (“QEF”) election or a mark-to-market election
for our first taxable year as a PFIC in which the U.S. Holder held (or was deemed to hold) shares of the Class A common stock, as described
below, such U.S. Holder generally will be subject to special rules with respect to (i) any gain recognized by the U.S. Holder on the sale
or other disposition of its Class A common stock or warrants, which would include a redemption pursuant to a Redemption Election if such
redemption is treated as a sale under the rules discussed above, and (ii) any “excess distribution” made to the U.S. Holder
(generally, any distributions to such U.S. Holder during a taxable year of the U.S. Holder that are greater than 125% of the average annual
distributions received by such U.S. Holder in respect of the Class A common stock during the three preceding taxable years of such U.S.
Holder or, if shorter, such U.S. Holder’s holding period for the Class A common stock), which may include a redemption pursuant
to a Redemption Election if such redemption is treated as a corporate distribution under the rules discussed above. Under these rules:
|
● |
the U.S. Holder’s gain or excess distribution will be allocated ratably over the U.S. Holder’s holding period for the Class A common stock or warrants; |
|
● |
the amount allocated to the U.S. Holder’s taxable year in which the U.S. Holder recognized the gain or received the excess distribution, or to the period in the U.S. Holder’s holding period before the first day of our first taxable year in which we are a PFIC, will be taxed as ordinary income; |
|
● |
the amount allocated to other taxable years (or portions thereof) of the U.S. Holder and included in its holding period will be taxed at the highest tax rate in effect for that year and applicable to the U.S. Holder; and |
|
● |
an additional tax equal to the interest charge generally applicable to underpayments of tax will be imposed on the U.S. Holder with respect to the tax attributable to each such other taxable year of the U.S. Holder. |
QEF Redemption Election
A U.S. Holder will avoid the
PFIC tax consequences described above in respect to shares of the Class A common stock (but not our warrants) by making a timely and valid
QEF election (if eligible to do so) to include in income its pro rata share of our net capital gains (as long-term capital gain) and other
earnings and profits (as ordinary income), on a current basis, in each case whether or not distributed, in the taxable year of the U.S.
Holder in which or with which our taxable year ends. A U.S. Holder generally may make a separate election to defer the payment of taxes
on undistributed income inclusions under the QEF rules, but if deferred, any such taxes will be subject to an interest charge.
If a U.S. Holder has made
a QEF election with respect to Class A common stock for our first taxable year as a PFIC in which the U.S. Holder holds (or is deemed
to hold) such shares, (i) any gain recognized as a result of a redemption pursuant to a Redemption Election (if such redemption is treated
as a sale under the rules discussed above) generally will be taxable as capital gain and no additional tax will be imposed under the PFIC
rules, and (ii) to the extent such redemption is treated as a distribution under the rules discussed above, any distribution of ordinary
earnings that were previously included in income generally should not be taxable as a dividend to such U.S. Holder. The tax basis of a
U.S. Holder’s shares in a QEF will be increased by amounts that are included in income and decreased by amounts distributed but
not taxed as dividends under the above rules. Similar basis adjustments apply to property if by reason of holding such property, the U.S.
Holder is treated under the applicable attribution rules as owning shares in a QEF.
The QEF election is made
on a shareholder-by-shareholder basis and, once made, can be revoked only with the consent of the IRS. A U.S. Holder may not make a
QEF election with respect to its warrants to acquire shares of the Class A common stock. A U.S. Holder generally makes a QEF
election by attaching a completed IRS Form 8621 (Information Return by a Shareholder of a Passive Foreign Investment Company or
Qualified Electing Fund), including the information provided in a PFIC annual information statement, to a timely filed United States
federal income tax return for the tax year to which the election relates. Retroactive QEF elections generally may be made only by
filing a protective statement with such return and if certain other conditions are met or with the consent of the IRS. U.S. Holders
should consult their tax advisors regarding the availability and tax consequences of a retroactive QEF election under their
particular circumstances.
If a U.S. Holder makes a QEF
election after our first taxable year as a PFIC in which the U.S. Holder held (or was deemed to hold) Class A common stock, the adverse
PFIC tax consequences (with adjustments to take into account any current income inclusions resulting from the QEF election) will continue
to apply with respect to such shares of the Class A common stock unless the U.S. Holder makes a purging election under the PFIC rules.
Under the purging election, the U.S. Holder will be deemed to have sold such Class A common stock at their fair market value and any gain
recognized on such deemed sale will be treated as an excess distribution, taxed under the PFIC rules described above. As a result of the
purging election, the U.S. Holder will have a new basis and holding period in such Class A common stock for purposes of the PFIC rules.
In order to comply with the requirements of a QEF
election, a U.S. Holder must receive a PFIC annual information statement from us. There is no assurance that we will timely provide such
required information statement.
Mark-to-Market Redemption Election
If we are a PFIC and Class
A common stock constitute marketable stock, a U.S. Holder may avoid the adverse PFIC tax consequences discussed above if such U.S. Holder,
at the close of the first taxable year in which it holds (or is deemed to hold) Class A common stock, makes a mark-to-market election
with respect to such shares for such taxable year. Such U.S. Holder generally will include for each of its taxable years as ordinary income
the excess, if any, of the fair market value of its Class A common stock at the end of such year over its adjusted basis in its Class
A common stock. The U.S. Holder also will recognize an ordinary loss in respect of the excess, if any, of its adjusted basis of its Class
A common stock over the fair market value of its Class A common stock at the end of its taxable year (but only to the extent of the net
amount of previously included income as a result of the mark-to-market election). The U.S. Holder’s basis in its Class A common
stock will be adjusted to reflect any such income or loss amounts, and any further gain recognized on a sale or other taxable disposition
of its Class A common stock will be treated as ordinary income. Currently, a mark-to-market election may not be made with respect to warrants.
The mark-to-market election
is available only for marketable stock, generally, stock that is regularly traded on a national securities exchange that is registered
with the Securities and Exchange Commission, including Nasdaq, or on a foreign exchange or market that the IRS determines has rules sufficient
to ensure that the market price represents a legitimate and sound fair market value. U.S. Holders should consult their own tax advisors
regarding the availability and tax consequences of a mark-to-market election in respect to our shares under their particular circumstances.
A U.S. Holder that owns (or
is deemed to own) shares in a PFIC during any taxable year of the U.S. Holder, may have to file an IRS Form 8621 (whether or not
a QEF or mark-to-market election is made) and such other information as may be required by the U.S. Treasury Department. Failure to do
so, if required, will extend the statute of limitations until such required information is furnished to the IRS.
The rules dealing with PFICs
and with the QEF and mark-to-market elections are very complex and are affected by various factors in addition to those described above.
Accordingly, U.S. Holders of Class A common stock or warrants should consult their own tax advisors concerning the application of the
PFIC rules under their particular circumstances.
Information Reporting and Backup Withholding
Dividend payments with
respect to Class A common stock and proceeds from the sale, exchange or redemption of Class A common stock may be subject to
information reporting to the IRS and possible United States 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 a 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. U.S. Holders are urged to consult their own tax advisors
regarding the application of backup withholding and the availability of and procedure for obtaining an exemption from backup withholding
in their particular circumstances.
THE special meeting
Overview
Date, Time and Place. The
special meeting of the Company’s shareholders will be held at [●] [a.m./p.m.] Eastern Time on April [●], 2023 via live webcast.
You will be able to attend, vote your shares and submit questions during the special meeting via a live webcast available at https://www.cstproxy.com/libertyresourcesacquisition/2023.
If you plan to attend the virtual online special meeting, you will need your 12-digit control number to vote electronically at the special
meeting. Only shareholders who own shares as of the close of business on the record date will be entitled to attend the meeting.
Voting Power; record date.
You will be entitled to vote or direct votes to be cast at the special meeting, if you owned the Company’s shares at the close of
business on March 16, 2023, the record date for the special meeting. You will have one vote per proposal for each of the Company’s
shares you owned at that time. The Company’s warrants do not carry voting rights.
Votes Required. Approval
of the Extension Amendment Proposal will require the affirmative vote of holders of at least 65% of the Company’s outstanding common stock, including the
Founder Shares and the Class A common stock included in the Private Placement Units, who, being present and entitled to vote at the special meeting, vote
on the Extension Amendment Proposal at the special meeting, and the Trust Amendment Proposal will require the affirmative vote of holders
of at least 65% of the outstanding Company’s common stock, including the Class common stock and the Founder Shares.
If you are the record holder
of your shares and you do not sign and return your proxy or attend the special meeting in person, your shares will not be counted in connection
with the determination of whether a valid quorum is established. If you hold your shares in “street name” through an account
at a brokerage firm, custodian bank, or other nominee and you do not instruct your broker, bank or nominee on how to vote your shares,
your shares will be counted as present at the special meeting for purposes of determining whether a quorum is present, but your broker,
bank or nominee will not be able to vote your shares and your shares will count as broker non-votes.
Abstentions, broker non-votes
and the failure of a record holder to appear at the special meeting either in person or by proxy will have the same effect as votes “AGAINST”
the Extension Amendment Proposal and the Trust Amendment Proposal. If a quorum is present at the special meeting, abstentions and broker
non-votes will have no effect on the vote to approve the Adjournment Proposal.
At the close of business on
the record date of the special meeting, there were 14,905,275 common stock outstanding, each of which entitles its holder to cast one
vote per proposal. The presence of holders of a majority of the outstanding shares either in person or represented by proxy is necessary
to constitute a quorum for the special meeting.
If you do not want the
Extension Amendment Proposal approved, you must abstain, not vote or vote “AGAINST” the Extension Amendment. If you do
not want the Trust Amendment Proposal approved, you must abstain, not vote, or vote “AGAINST” the Trust Amendment. You
will be entitled to redeem your public shares for cash in connection with this vote whether or not you vote on the Extension
Amendment Proposal and/or the Trust Amendment Proposal so long as you elect to redeem your public shares for a pro rata portion of
the funds available in the Trust Account in connection with the Extension Amendment Proposal. The Company anticipates that a public
shareholder 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 Proposal.
The special meeting; Proxies;
Board Solicitation; Proxy Solicitor. The special meeting will be held via live webcast. You will be able to attend the special meeting
online, vote and submit your questions during the special meeting by visiting https://www.cstproxy.com/libertyresourcesacquisition/2023.
To access the virtual online special meeting, you will need your 12 digit control number to vote electronically at the special meeting.
Your vote or your proxy is being solicited by the Liberty Board on the proposals being presented to shareholders at the special meeting.
The Company has engaged Laurel Hill Advisory Group, LLC to assist in the solicitation of proxies for the special meeting. No recommendation
is being made as to whether you should elect to redeem your public shares. Proxies may be solicited in person or by telephone. If you
grant a proxy, you may still revoke your proxy and vote your shares online at the special meeting if you are a holder of record of the
Company’s shares. You may contact the Proxy Solicitor at 855-414-2266 (toll free) or by email to Liberty@LaurelHill.com.
Registration. To register
for the virtual meeting, please follow these instructions as applicable to the nature of your ownership of our shares:
If your shares are registered
in your name with our transfer agent and you wish to attend the meeting virtually, go to https://www.cstproxy.com/libertyresourcesacquisition/2023
and enter the control number you received on your proxy card and click on the “Click here” to preregister for the online meeting
link at the top of the page. Just prior to the start of the meeting you will need to log back into the meeting site using your control
number. Pre-registration is recommended but is not required in order to attend.
Beneficial shareholders who
wish to attend the special meeting must obtain a legal proxy by contacting their account representative at the bank, broker, or other
nominee that holds their shares and e-mail a copy (a legible photograph is sufficient) of their legal proxy to proxy@continentalstock.com.
Beneficial shareholders who e-mail a valid legal proxy will be issued a meeting control number that will allow them to register to attend
and participate in the online-only meeting. After contacting our transfer agent, a beneficial holder will receive an e-mail prior to the
meeting with a link and instructions for entering the virtual meeting. Beneficial shareholders should contact our transfer agent no later
than 72 hours prior to the meeting date. Shareholders will also have the option to listen to the special meeting by telephone by calling:
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Within the U.S. and Canada: +1 800-450-7155 (toll-free) |
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Outside of the U.S. and Canada: +1 857-999-9155 (standard rates apply) |
The passcode for telephone access: [●]#.
You will not be able to vote or submit questions unless you register for and log in to the special meeting webcast as described herein.
Recommendation of the Board.
After careful consideration, the Liberty Board determined that each of the proposals is fair to and in the best interests of the Company
and its shareholders. The Liberty Board has approved and declared advisable and recommends that you vote or give instructions to vote
“FOR” each of these proposals.
Vote Required for Approval
The affirmative vote of
holders of at least 65% of the Company’s outstanding common stock, including the Class A common stock and the Founder Shares,
will be required to approve both the Extension Amendment Proposal and the Trust Amendment Proposal. If the Extension Amendment
Proposal and the Trust Amendment Proposal are not approved, the Extension Amendment and the Trust Amendment will not be implemented.
If the Business Combination has not been consummated by May 8, 2023, the Company will be required by the Existing Company Charter to
(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 public 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, including interest (net of taxes payable, less up to $100,000 of such net interest to pay dissolution expenses), by (B) the
total number of then outstanding public shares, which redemption will completely extinguish rights of public shareholders (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 shareholders and the Liberty Board in accordance with
applicable law, dissolve and liquidate, subject in each case to the Company’s obligations to provide for claims of creditors
and other requirements of applicable law.
Shareholder approval of both
the Extension Amendment and the Trust Amendment is required for the implementation of the Liberty Board’s plan to change the structure
and cost of the Company’s right to extend the date by which the Company must consummate an initial business combination. Therefore,
the Liberty Board will abandon and not implement such amendment unless our shareholders approve the Extension Amendment Proposal and the
Trust Amendment Proposal.
On the record date, our Sponsor’s
shareholders beneficially owned and were entitled to vote an aggregate of 2,875,000 Founder Shares and 530,275 shares of the Class A common
stock underlying the Private Placement Units, representing approximately [●]% of the Company’s issued and outstanding shares. Our
Sponsor and our directors and officers do not intend to purchase shares of the Class A common stock in the open market or in privately
negotiated transactions in connection with the shareholder vote on the Extension Amendment and/or the Trust Amendment. We expect all of
the Sponsor’s shareholders to vote in favor of the Extension Amendment Proposal, the Trust Amendment Proposal and the Adjournment
Proposal, though they are not required to do so.
Interests of our Sponsor, Directors and Officers
When you consider the recommendation
of the Liberty Board, you should keep in mind that our Sponsor, our Sponsor’s shareholders and members of the Liberty Board have
interests that may be different from, or in addition to, your interests as a shareholder. These interests include, among other things:
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the Sponsor paid an aggregate of $25,000 for the 2,875,000 Liberty Class B Common Stock currently owned by the Sponsor’s shareholders and our directors and officers, and such securities will have a significantly higher value after the Business Combination. As of March 16, 2023, the most recent practicable date prior to the date of this proxy statement/prospectus, the aggregate market value of these shares, if unrestricted and freely tradable, would be $30,446,250, based upon a closing price of $10.59 per public share on Nasdaq on March 16, 2023 (and will have zero value if neither the Business Combination nor any other business combination is completed on or before the Final Redemption Date); |
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the Sponsor owns 530,275 Private Placement Units (purchased for $5,302,750), which include warrants that may become exercisable in the future if a business combination is consummated but would expire worthless if a business combination is not consummated; |
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the Sponsor extended to us a line of credit of up to $300,000 pursuant to a Convertible Promissory Note dated April 22, 2021 (the “Sponsor Working Capital Loan”), which is to either be repaid upon the consummation of a business combination, without interest, or, at the Sponsor’s discretion, up converted upon consummation of a business combination into additional Private Placement Units at a price of $10.00 per Unit. In the event that a Business Combination does not close, we may use a portion of proceeds held outside the Trust Account to repay the Sponsor Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Sponsor Working Capital Loans. As of September 30, 2022, the amount under the Sponsor Working Capital Loan was $178,198; |
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on November 8, 2022, we extended the date by which the Company has to consummate a business combination from November 8, 2022 to February 8, 2023 (the “First Extension”). On February 8, 2023, we further extended the date by which the Company has to consummate a business combination from February 8, 2023 to May 8, 2023 (the “Second Extension”). The First Extension and Second Extension were both permitted under the Existing Company Charter. In connection with the First Extension and Second Extension, the Sponsor deposited an aggregate of $2,300,000 (representing $0.10 per public share) into the Trust Account on November 8, 2022 and February 8, 2023, respectively, and we issued to the Sponsor a non-interest bearing, unsecured promissory note in that amount. In the event that a business combination does not close, we may use a portion of proceeds held outside the Trust Account to repay this loan, but no proceeds held in the Trust Account would be used to repay this loan; |
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our directors and officers have agreed to waive their redemption rights with respect to Company shares (other than public shares) held by them for no consideration; |
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with respect to redemptions, holders of Founder Shares may have different incentives than holders of the Company’s Class A common stock with respect to the completion of any proposed business combination and/or the exercise of a right to redeem. In particular, holders of Founder Shares are not entitled to participate in any redemption with respect to such shares. The value of the Founder Shares is dependent on our consummation of a business combination. In the event that we do not consummate a business combination, the Founder Shares would be rendered valueless. Holders of the Company’s Class A common stock, on the other hand, will ultimately be entitled to exercise redemption rights and receive the value of their redeemed shares even if we do not complete a business combination. Therefore, the interests of holders of Founder Shares and Class A common stock may not be aligned; |
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the Sponsor’s shareholders and our officers and directors will lose their entire investment in the Company and will not be reimbursed for any out-of-pocket expenses if we do not consummate an initial business combination by the Final Redemption Date; |
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if the Trust Account is liquidated, including in the event that we are
unable to complete an initial business combination, the Sponsor has agreed that it will indemnify the Company if and to the extent
that any claims by a third party (other than the independent public accounting firm) 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)
$[●] 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 $[●] per public share due to reductions in the value of the trust assets, less taxes
payable, provided that such indemnification 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; and |
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our directors and officers may enter into future compensatory arrangements with Caspi and/or Markmore or any other business combination target after the closing of the Business Combination. |
Liberty Board’s Reasons for the Extension Amendment Proposal
and Trust Amendment Proposal and Its Recommendation
As discussed below, after
careful consideration of all relevant factors, the Liberty Board has determined that the Extension Amendment and Trust Amendment are in
the best interests of the Company and its shareholders. The Liberty Board has approved and declared advisable adoption of the Extension
Amendment Proposal and the Trust Amendment Proposal and recommends that you vote “FOR” such proposals.
The Existing Company
Charter provides that the Company has until May 8, 2023 to complete the purposes of the Company including, but not limited to,
effecting a business combination under its terms. The Existing Company Charter states that if the Company’s shareholders
approve an amendment to the Existing Company Charter that would affect the substance or timing of the Company’s obligation to
redeem 100% of the Company’s public shares if it does not complete a business combination before May 8, 2023, the Company will
provide its public shareholders with the opportunity to redeem all or a portion of their public shares upon such approval at a per
share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest
shall be net of taxes payable), divided by the number of then outstanding public shares. We believe that this provision in the
Existing Company Charter was included to protect the Company public shareholders from having to sustain their investments for an
unreasonably long period if the Company failed to find a suitable initial business combination in the timeframe contemplated by the
Existing Company Charter.
If the Extension Amendment
and the Trust Amendment are approved and implemented, the Company may, but is not obligated to, extend the period in which the Company
must complete the Initial Business Combination up to nine more times, each by an additional one month, for an aggregate of up to nine
additional months, provided that the Company or the Sponsor (or any of either of their affiliates or designees) will deposit, on or prior
to the Deadline Date, into the Trust Fund the lesser of (x) $150,000 or (y) $0.05 per share for each Public Share outstanding as of the
applicable Deadline Date for each extension.
We believe that, given the
Company’s expenditure of time, effort and money on finding an initial business combination and our entry into the Business Combination
Agreement with Caspi with respect to the Business Combination, circumstances warrant providing public shareholders an opportunity to consider
the Business Combination. Because we continue to believe that the Business Combination would be in the best interests of our shareholders,
the Liberty Board has determined to seek shareholder approval of the Extension Amendment.
The Company is not asking
you to vote on the Business Combination at this time. If the Extension is implemented and you do not elect to redeem your public shares,
you will retain the right to vote on the Business Combination in the future and the right to redeem your public shares at a per-share
price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be
net of taxes payable), divided by the number of then outstanding public shares, in the event the Business Combination is approved and
completed or the Company has not consummated another business combination by the Extended Deadline. After careful consideration of all
relevant factors, the Liberty Board determined that the Extension Amendment and the Trust Amendment are in the best interests of the Company
and its shareholders.
The Liberty Board unanimously
recommends that our shareholders vote “FOR” the approval of both the Extension Amendment Proposal and the Trust Amendment
Proposal.
THE ADJOURNMENT PROPOSAL
Overview
The Adjournment Proposal,
if adopted, will allow the Liberty Board to adjourn the special meeting to a later date or dates to permit further solicitation of proxies.
The Adjournment Proposal will only be presented to our shareholders in the event that there are insufficient votes for, or otherwise in
connection with, the approval of the Extension Amendment Proposal and the Trust Amendment Proposal. In no event will the Liberty Board
adjourn the special meeting beyond [●], 2023.
Consequences if the Adjournment Proposal is
Not Approved
If the Adjournment Proposal
is not approved by our shareholders, the Liberty 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 Extension Amendment Proposal and the Trust Amendment
Proposal.
Full Text of the Resolution to be Approved
“RESOLVED THAT, the
adjournment of the special meeting to a later date or dates to be determined by the chairman of the special meeting to permit further
solicitation of proxies be confirmed, adopted, approved and ratified in all respects.”
Vote Required for Approval
The Adjournment Proposal must
be approved by the affirmative vote of the holders of a majority of the then issued and outstanding shares of the common stock of the
Company who, being present and entitled to vote at the special meeting, vote on the Adjournment Proposal at the special meeting. An abstention
or broker non-vote will be counted towards the quorum requirement but will not count as a vote cast at the special meeting and will have
no effect on the vote to approve the Adjournment Proposal.
Recommendation of the Liberty Board
If presented, our board unanimously recommends
that our shareholders vote “FOR” the approval of the Adjournment Proposal.