SCUA Sculptor Acquisition Corp I

PROXY STATEMENT

 

An extraordinary general meeting in lieu of the 2023 annual general meeting (the “Extraordinary General Meeting”) of Sculptor Acquisition Corp I (“Sculptor,” the “Company,” “we,” “us” or “our”), a Cayman Islands exempted company, will be held  virtually at          a.m. Eastern Time on                  , 2023, and will be held online at                   , or at such other time, on such other date and at such other place at which the meeting may be adjourned or postponed. For the purposes of the Company's amended and restated memorandum and articles of association (the “Articles”) the physical place of the meeting will be the offices of Ropes & Gray LLP located at 1211 Avenue of the Americas, New York, New York 10036. Shareholders that wish to listen to the Extraordinary General Meeting via teleconference, but will not be able to participate in the Extraordinary General Meeting or vote, may use the following teleconference dial-in numbers:

 

The purpose of the Extraordinary General Meeting is:

 

 

 

 

The purpose of the Extension is to allow us more time to complete an initial business combination.

 

The Articles provide that we have until the Original Termination Date to complete a business combination. Our Board has determined that it is in the best interests of the Company and its shareholders to amend the Articles, in the form set forth in Annex A, to give us the option to extend the date that we have to consummate a business combination. If the Extension Proposal and Trust Agreement Amendment Proposal are approved, the Company would have the option to extend the Combination Period up to twelve (12) times for an additional one (1) month each time up to the Extended Date to consummate a business combination, provided that the Extension Payment is deposited into the Trust Account on or prior to the date of each applicable deadline, which is a total of up to 30 months to complete a business combination after the IPO, unless the Board otherwise sets an earlier Amended Termination Date.

 

The Articles currently provide that we have the right to extend the term we have to consummate our initial business combination up to three times, each time an additional three months (the “Original Extension Mechanic”). The Extension Proposal would replace the Original Extension Mechanic. Under the Original Extension Mechanic, we may, but are not obligated to, and subject to our sponsor or its affiliates or designees depositing additional funds into the trust account as set out below, extend our time to consummate a business combination up to three times for an additional 3 months each time, for a total of up to 21 months for the first extension, 24 months for the second extension or 27 months for the third extension, subject to our sponsor or its affiliates or designees depositing additional funds into the trust account as set out below. Extensions under the Original Extension Mechanic will be granted by resolution if requested by our sponsor. To extend the time available for us to consummate our initial business combination under the Original Extension Mechanic, our sponsor or its affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the trust account $2,300,000, on or prior to the date of the applicable deadline for each of the available three month extensions, providing a total possible business combination period of 27 months at a total payment value of $6,900,000, in exchange for a non-interest bearing, unsecured promissory note. Such extension loans may be converted into warrants, at a price of $1.00 per warrant, at the option of the lender. Unlike under the Extension Proposal, our public shareholders will not be entitled to vote or redeem their shares in connection with any such paid extension under the Original Extension Mechanic. As a result, we may conduct such an extension even though a majority of our public shareholders do not support such an extension and will not be able to redeem their shares in connection therewith.

 

Notwithstanding our current intentions to hold this Extraordinary General Meeting and our Board’s recommendation that shareholders vote for the Extension Proposal and Trust Agreement Amendment Proposal, if for any reason we do not hold this Extraordinary General Meeting or either the Extension Proposal or Trust Agreement Amendment Proposal are not approved by our shareholders, we may elect to exercise our rights to extend the term we have to consummate our initial business combination under the Original Extension Mechanic, subject to our sponsor or its affiliates or designees depositing additional funds into the trust account. In such case, our public shareholders will not be entitled to vote or redeem their shares in connection with any such paid extension under the Original Extension Mechanic.

 

In connection with the Extension Proposal, public shareholders may elect to redeem their outstanding Class A ordinary shares, which were sold as part of the units in our IPO (the “public shares”), for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account (the “Trust Account”), including interest earned on the funds held in the Trust Account  and not previously released to us to pay our taxes, divided by the number of the then outstanding public shares, and which election we refer to as the “Election.” An Election can be made regardless of whether such public shareholders vote “FOR” or “AGAINST” the Extension Proposal or Trust Agreement Amendment Proposal, and an 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 Extraordinary General Meeting. The public shareholders may make an Election regardless of whether such public shareholders were holders as of the record date. Public shareholders who do not make the Election would be entitled to have their shares redeemed for cash if we have not completed a business combination by the Extended Date or the Amended Termination Date, as applicable. In addition, regardless of whether public shareholders vote “FOR” or “AGAINST” the Extension Proposal or Trust Agreement Amendment Proposal, or do not vote, or do not instruct their broker or bank how to vote, at the Extraordinary General Meeting, if the Extension and Trust Agreement Amendment are implemented and a public shareholder does not make an Election, they will retain the right to vote on a business combination through the Extended Date if the Extension is approved 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  calculated as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the Trust Account (net of taxes payable) and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, in the event a business combination is completed. We are not asking you to vote on a business combination at this time.

 

Based upon the amount in the Trust Account as of March 31, 2023, which was approximately $         , we anticipate that the per-share price at which public shares will be redeemed from cash held in the Trust Account will be approximately $          at the time of the Extraordinary General Meeting. The closing price of the public shares on the New York Stock Exchange (the “NYSE”) on                    , 2023, the most recent practicable closing price prior to the mailing of this Proxy Statement, was $         . 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.

 

The withdrawal of funds from the Trust Account in connection with the Election will reduce the amount held in the Trust Account following the Election, and the amount remaining in the Trust Account may be only a small fraction of the approximately $          that was in the Trust Account as of March 31, 2023. In such event, we may need to obtain additional funds to complete a business combination, and there can be no assurance that such funds will be available on terms acceptable or at all. Prior to the 18-month anniversary of the consummation of our IPO, or if we announce a business combination, prior to the 24-month anniversary of the consummation of our IPO, we will instruct Continental Stock Transfer & Trust Company, the trustee with respect to the trust account (“Continental”), to liquidate the U.S. government treasury obligations or money market funds held in the trust account and thereafter to hold all funds in the trust account in cash (i.e., in one or more bank accounts) until the earlier of the completion of a business combination or our liquidation.

 

If the Extension Proposal and Trust Agreement Amendment Proposal are not approved and we do not consummate an initial business combination by the Original Termination Date, as contemplated by our IPO prospectus and in accordance with our Articles, we will either (A) exercise our rights to extend the term we have to complete our initial business combination under the Original Extension Mechanic or (B) (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 liquidation expenses and net of taxes payable), 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 liquidation 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 in each case to our obligations under Cayman Islands law to provide for claims of creditors and subject to the requirements of other applicable law.

 

There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire and become worthless in the event of our winding up. In the event of a liquidation, holders of our Class B ordinary shares (the “founder shares” and, together with the public shares, the “shares” or “ordinary shares”), including Sculptor Acquisition Sponsor I, a Cayman Islands limited liability company (the “Sponsor”) and our independent directors, will not receive any monies held in the Trust Account as a result of their ownership of founder shares.

 

Continental serves as trustee of our Trust Account pursuant to the Trust Agreement. Continental’s role as trustee of the Trust Account is subject to the terms and conditions of the Trust Agreement. The Trust Agreement currently provides that Continental shall commence liquidation of the Trust Account only and promptly (x) after its receipt of the applicable instruction letter delivered by Sculptor in connection with either a closing of an initial business combination or Sculptor’s inability to effect an initial business combination within the time frame specified in the Articles or (y) upon the date that is the later of the Original Termination Date, such later date as may be effectuated pursuant to the terms of the Trust Agreement, and such later date as may be approved by the Company’s shareholders in accordance with the Certificate of Incorporation, if the aforementioned termination letter has not been received by Continental prior to such date.

 

The Adjournment Proposal, if adopted, will allow our Board to adjourn the Extraordinary General 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 Proposal or Trust Agreement Amendment Proposal.

 

The approval of the Extension Proposal requires a special resolution under the Articles, being the affirmative vote of at least a two-thirds majority of the votes cast by the holders of the then issued and outstanding ordinary shares who, being present and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting.

 

The approval of the Trust Agreement Amendment Proposal requires an ordinary resolution under the Articles, being the affirmative vote of the majority of the votes cast by shareholders present in person or by proxy and entitled to vote at the Extraordinary General Meeting.

 

The approval of the Adjournment Proposal requires an ordinary resolution under the Articles, being the affirmative vote of the majority of the votes cast by shareholders present in person or by proxy and entitled to vote at the Extraordinary General Meeting.

 

Our Board has fixed the close of business on May 9, 2023 as the record date for determining the shareholders entitled to receive notice of and vote at the Extraordinary General Meeting and any adjournment or postponement thereof. Only holders of record of the ordinary shares on that date are entitled to have their votes counted at the Extraordinary General Meeting or any adjournment or postponement thereof. On the record date of the Extraordinary General Meeting, there were                     ordinary shares outstanding, of which                     were public shares and                     were founder shares. The founder shares carry voting rights in connection with the Extension Proposal. We have been informed by our Sponsor and independent directors that they hold                     founder shares and public shares in the aggregate, which they intend to vote in favor of the Extension Proposal and Trust Agreement Amendment Proposal.

 

This Proxy Statement contains important information about the Extraordinary General 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 Advantage Proxy, Inc. (“Advantage”), to assist in the solicitation of proxies for the Extraordinary General Meeting. We have agreed to pay Advantage its customary fee and out-of-pocket expenses. We will also reimburse Advantage for reasonable out-of-pocket expenses and will indemnify Advantage 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.

 

This Proxy Statement is dated                  , 2023 and is first being mailed to shareholders on or about that date.

 

 

FORWARD-LOOKING STATEMENTS

 

Some of the statements contained in this Proxy Statement may constitute “forward-looking statements” for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements.

 

The words “anticipate,” “believe,” “continue,” “could,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Proxy Statement may include, for example, statements about:

 

 

 

 

 

The forward-looking statements contained in this Proxy Statement are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under “Item 1A. Risk Factors” of the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2023 and in other reports the Company files with the SEC. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

 

RISK FACTORS

 

You should consider carefully all of the risks described in our Annual Report on Form 10-K filed with the SEC on March 31, 2023 and in the other reports we file with the SEC before making a decision to invest in our securities. Furthermore, if any of the following events occur, our business, financial condition and operating results may be materially adversely affected or we could face liquidation. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. The risks and uncertainties described in the aforementioned filings and below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business, financial condition and operating results or result in our liquidation.

 

If we are deemed to be an investment company for purposes of the Investment Company Act, we may be forced to abandon our efforts to complete an initial business combination and instead be required to liquidate the Company. To mitigate the risk of that result, prior to the 18-month anniversary of the consummation of our IPO, or if we announce a business combination, prior to the 24-month anniversary of the consummation of our IPO, we will instruct Continental to liquidate the securities held in the trust account and instead hold all funds in the trust account in cash. As a result, following such change, we will likely receive minimal, if any, interest, on the funds held in the trust account, which would reduce the dollar amount that our public shareholders would receive upon any redemption or liquidation of the Company.

 

As indicated above, the Company completed its IPO in December 2021 and has operated as a blank check company searching for a target business with which to consummate an initial business combination since such time. On March 30, 2022, the SEC issued the SPAC Rule Proposals, relating, among other matters, to the circumstances in which SPACs such as us could potentially be subject to the Investment Company Act. The SPAC Rule Proposals would provide a safe harbor for such companies from the definition of “investment company” under Section 3(a)(1)(A) of the Investment Company Act, provided that a SPAC satisfies certain criteria. To comply with the duration limitation of the proposed safe harbor, a SPAC would have a limited time period to announce and complete a business combination. Specifically, to comply with the safe harbor, the SPAC Rule Proposals would require a SPAC to file a Current Report on Form 8-K announcing that it has entered into an agreement with a target company for an initial business combination no later than 18 months after the effective date of the registration statement for its initial public offering. The SPAC would then be required to complete its initial business combination no later than 24 months after the effective date of its IPO registration statement.

 

There is currently uncertainty concerning the applicability of the Investment Company Act to a SPAC, including a company like ours, that does not complete its initial business combination within the proposed time frame set forth in the proposed safe harbor rule. As a result, it is possible that a claim could be made that we have been operating as an unregistered investment company if the SPAC Rule Proposals are adopted as proposed. If we were deemed to be an investment company for purposes of the Investment Company Act, we might be forced to abandon our efforts to complete an initial business combination and instead be required to liquidate the Company. If we are required to liquidate the Company, our investors would not be able to realize the benefits of owning shares in a successor operating business, including the potential appreciation in the value of our shares and warrants or rights following such a transaction, and our warrants or rights would expire and become worthless.

 

The funds in the trust account have, since our IPO, been held only in U.S. “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. To mitigate the risk of us being deemed to have been operating as an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act), prior to the 18-month anniversary of the consummation of our IPO, or if we announce a business combination, prior to the 24-month anniversary of the consummation of our IPO, we will instruct Continental, the trustee with respect to the trust account, to liquidate the U.S. government treasury obligations or money market funds held in the trust account and thereafter to hold all funds in the trust account in cash (i.e., in one or more bank accounts) until the earlier of the completion of a business combination or our liquidation. This means that the amount available for redemption will not increase in the future, and those shareholders who elect not to redeem their public shares in connection with the Extension Proposal and Trust Amendment Agreement Proposal will receive no more than the same per share amount, without additional interest, if they redeem their public shares in connection with a business combination or if the Company is liquidated in the future, in each case as compared with the per share amount they would have received if they had redeemed their public shares in connection with the Extension Proposal and Trust Amendment Agreement Proposal.

 

Following such liquidation of the assets in the Trust Account, we will likely receive minimal interest, if any, on the funds held in the Trust Account, which would reduce the dollar amount our public shareholders would have otherwise received upon any redemption or liquidation of the Company if the assets in the trust account had remained in U.S. government treasury obligations or money market funds. In addition, even prior to the 18-month anniversary of the effective date of the registration statement relating to the IPO, 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 securities or in money market funds invested exclusively in such securities, even prior to the 18-month anniversary of the effective date of the registration statement relating to the IPO, there is a greater risk that we may be considered an unregistered investment company, in which case we may be required to liquidate. Accordingly, we may determine, in our discretion, to liquidate the securities held in the trust account at any time, even prior to the 18-month anniversary of the effective date of the registration statement relating to the IPO, 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 our liquidation.

 

The NYSE may delist our securities from trading on its exchange following redemptions by our shareholders in connection with approval of the Extension Proposal and Trust Agreement Amendment Proposal, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

 

Our Class A ordinary shares, units and warrants are listed on the NYSE. After the Extraordinary General Meeting, we may be required to demonstrate compliance with the NYSE’s continued listing requirements in order to maintain the listing of our securities on the NYSE. Such continued listing requirements for our securities include:

 

 

 

 

 

 

 

Additionally, we expect that if our Class A ordinary shares fail to meet the NYSE’s continued listing requirements, our units and warrants will fail to meet the NYSE’s continued listing requirements for those securities. We cannot assure you that any of our Class A ordinary shares, units or warrants will be able to meet any of the NYSE’s continued listing requirements following the Extraordinary General Meeting and any related shareholder redemptions of our Class A ordinary shares. If our securities do not meet the NYSE’s continued listing requirements, the NYSE may delist our securities from trading on its exchange.

 

If the NYSE delists any of our securities from trading on its exchange and we are not able to list such securities on another national securities exchange, we expect such securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including:

 

 

 

 

 

 

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Our Class A ordinary shares, units and warrants qualify as covered securities under such statute. Although the states are preempted from regulating the sale of covered securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by special purpose acquisition companies, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed on the NYSE, our securities would not qualify as covered securities under such statute and we would be subject to regulation in each state in which we offer our securities.

 

If the Extension Proposal is approved, you will not be entitled to the same amount of additional funds that would have been contributed to the Company’s trust account, if the Company had exercised its rights under the Original Extension Mechanic and you subsequently elected to redeem your shares following the Extension or upon liquidation.

The Articles currently provide that we have the right to extend the term we have to consummate our initial business combination up to three times, each time an additional three months, subject to our sponsor or its affiliates or designees depositing $2,300,00 into the Company's trust account. If the Extension Amendment Proposal is approved, our sponsor or its affiliates or designees will only be required to make an additional deposit to the Company’s trust account equal to the lesser of (i)                 and (ii)                 per share in connection with each one month extension of the Combination Period. As such, if the Extension Proposal is approved, the Company's shareholders will be entitled to less funds should they elect to redeem their shares following the Extension (or upon liquidation) than they otherwise would under the Original Extension Mechanic, if the Company were to exercise its rights to extend the Combination Period thereunder.

If we do not hold this Extraordinary General Meeting or either the Extension Proposal or Trust Agreement Amendment Proposal are not approved by our shareholders, we may elect to exercise our rights under the Original Extension Mechanic.

BACKGROUND

 

We are a blank check company incorporated on March 8, 2021 as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.

 

On December 13, 2021, we consummated our initial public offering of 23,000,000 units, which included the full exercise by the underwriters of the over-allotment option to purchase an additional 3,000,000 units, at $10.00 per unit, generating gross proceeds of $230,000,000 (before underwriting discounts and commissions and offering expenses). Each unit consists of one Class A ordinary share of the Company, $0.0001 par value, and one-half of one redeemable warrant (the “public warrants”). Each whole public warrant entitles the holder thereof to purchase one Class A Ordinary Share for $11.50 per share. Simultaneously with the closing of our IPO, we consummated the sale of an aggregate of 11,200,000 private placement warrants to our sponsor at a price of $1.00 per warrant, generating gross proceeds of $11,200,000 (the “private placement warrants”).

 

Prior to the consummation of our IPO, on March 15, 2021, our sponsor paid $25,000 to cover certain of our expenses in consideration of 7,187,500 Class B ordinary shares, par value $0.0001 (the “founder shares”). In March 2021, our sponsor transferred 25,000 Class B ordinary shares to each of our independent directors as of our initial public offering. In October 2021, our sponsor surrendered to us for no consideration an aggregate of 1,437,500 Class B ordinary shares, which we accepted and cancelled. Of the 5,750,000 Class B ordinary shares outstanding at the time of our initial public offering, an aggregate of up to 750,000 shares were subject to forfeiture by our sponsor to the extent that the underwriters did not exercise their over-allotment option. As a result of the underwriters’ election to fully exercise their over-allotment option, such founder shares are no longer subject to forfeiture.

 

We have until 18 months from the closing of our IPO to complete an initial business combination. If we anticipate that we may not be able to consummate our initial business combination within 18 months from the closing of our IPO, we may, but are not obligated to, extend the period of time to consummate a business combination three times by an additional three months each time, for a total of up to 21 months for the first extension, 24 months for the second extension or 27 months for the third extension, subject to our sponsor or its affiliates or designees depositing additional funds into the Trust Account as set out below. Extensions will be granted by resolution of our board if requested by our sponsor. Pursuant to the terms of our Articles and the Trust Agreement, in order to extend the time available for us to consummate our initial business combination as set forth in the preceding sentence, our sponsor or its affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the Trust Account for each three-month extension $2,300,000, on or prior to the date of the applicable deadline for each of the available three month extensions, providing a total possible business combination period of 27 months for a total payment value of $6,900,000. Any such payments would be in exchange for a non-interest bearing, unsecured promissory note. Such extension loans may be converted into warrants, at a price of $1.00 per warrant at the option of the lender. The terms of the warrants would be identical to the terms of the private placement warrants. Any such loans that are not converted to warrants will be non-interest bearing and payable upon the consummation of our initial business combination. If we complete our initial business combination, we would repay such loaned amounts out of the proceeds of the Trust Account released to us. If we do not complete a business combination, we will not repay such loans. Furthermore, the letter agreement with our initial shareholders contains a provision pursuant to which our sponsor has agreed to waive its right to be repaid for such loans out of the funds held in the Trust Account in the event that we do not complete a business combination. Our sponsor and its affiliates or designees are not obligated to fund the Trust Account to extend the Combination Period. Our public shareholders will not be entitled to vote or redeem their shares in connection with any such paid extension. As a result, we may conduct such an extension even though a majority of our public shareholders do not support such an extension and will not be able to redeem their shares in connection therewith. In the event that we receive notice from our sponsor or its affiliates or designees five days prior to the deadline of its wish for us to effect an extension, we intend to issue a press release announcing such intention at least three days prior to the deadline. In addition, we intend to issue a press release the day after the deadline announcing whether or not the funds have been timely deposited. We refer to (i) the 18-month period from the closing of our IPO in which we must complete an initial business combination, which may be extended up to three times by an additional three months each time for a total of 21 months, 24 months or 27 months from the closing of our IPO, and (ii) such other time period in which we must consummate an initial business combination pursuant to an amendment to our amended and restated memorandum and articles of association, as the “Combination Period.”

 

A total of $234,600,000 from the proceeds we received from our IPO and the sale of the private placement warrants was placed in the Trust Account. The amounts held in the Trust Account are invested in permitted United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act, having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act that invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds in the Trust Account that may be released to us to pay our income taxes, the funds held in the Trust Account will not be released from the Trust Account (1) to us, until the completion of our initial business combination, or (2) to our public shareholders, until the earliest of (a) the completion of our initial business combination, and then only in connection with those Class A ordinary shares that such shareholders properly elected to redeem, subject to the limitations described herein, (b) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within the Combination Period or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares, and (c) the redemption of our public shares if we have not consummated our initial business combination within the Combination Period, subject to applicable law. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (b) in the preceding sentence shall not be entitled to funds from the Trust Account upon the subsequent completion of an initial business combination or liquidation if we have not consummated an initial business combination within the Combination Period, with respect to such Class A ordinary shares so redeemed. The proceeds deposited in the Trust Account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders.

 

Our Sponsor, 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 ownership of founder shares and warrants that may become exercisable in the future and the possibility of future compensatory arrangements. See the section entitled “The Extension Proposal and Trust Agreement Amendment Proposal — Interests of our Sponsor, Directors and Officers.”

 

On the record date of the Extraordinary General Meeting, there were                  ordinary shares outstanding, of which                  were public shares and                  were founder shares. The founder shares carry voting rights in connection with the Extension Proposal. We have been informed by our Sponsor and directors that they hold                  founder shares  and public shares in the aggregate, which they intend to vote in favor of the Extension Proposal.

 

Our principal executive offices are located at 9 West 57th Street, 39th Floor, New York, NY 10019 and our telephone number is (212) 790-0000.