| August 4, 2023 | | | By Order of the Board of Directors | |
| | | | | |
| | | | /s/ Barry Anderson Barry Anderson Chief Executive Officer | |
| August 4, 2023 | | | By Order of the | |
| | | | | |
| | | | /s/ Barry Anderson Barry Anderson Chief Executive Officer | |
| Why am I receiving this Proxy Statement? | | | We are a blank check company incorporated in Delaware on February 8, 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. A total of $117,300,000, comprised of the proceeds from our IPO and proceeds of our private placements that closed on May 11, 2021. Like most blank check companies, our charter provides for the return of our IPO proceeds held in trust to the holders of shares of Class A common stock sold in our IPO if there is no qualifying business combination(s) | |
| | | | The purpose of the Extension Amendment Proposal, the Trust Amendment Proposal and, if necessary, the Adjournment Proposal, is to allow us additional time to complete the Business Combination. For more information about the Business Combination, see our Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 25, 2022 and our Form S-4 filed on July 22, 2022, relating to the Business Combination (the “Registration Statement”), as last amended on August 2, 2023, as may be further amended. | |
| What is being voted on? | | | You are being asked to vote on: | |
| | | | • a proposal to amend our amended charter to extend the date by which we have to consummate a business combination from August 11, 2023, to May 11, 2024, or such earlier date as determined by the Board, in a series of nine (9) one-month extensions; | |
| | | | • a proposal to amend our amended Trust Agreement to allow us to extend the Termination Date to May 11, 2024, or the applicable Extended Date; and | |
| | | | • 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. | |
| | | | The Extension Amendment Proposal and the Trust Amendment Proposal are required for the implementation of our Board’s plan to extend the date that we have to complete our initial business combination at a lower incremental and aggregate cost for each Extension. The purpose of the Extension Amendment and the Trust Amendment is to allow the Company more time to complete the Business Combination. Approval of the Extension Amendment Proposal and the Trust Amendment Proposal is a condition to the implementation of the Extension. | |
| | | | If the Extension Amendment Proposal and the Trust Amendment Proposal are 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 shall remain in the Trust Account and be available for use by the Company to complete a business combination on or before the Extended Date. Holders of public shares who do not redeem their public shares now will retain their redemption rights and their ability to vote on a business combination through the Extended Date if the Extension Amendment Proposal and the Trust Amendment Proposal are approved. | |
| | | | 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 $30,334,715 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. | |
| | | | We reserve the right at any time to cancel the Special Meeting and not to submit to our stockholders the Extension Amendment Proposal or the Trust Amendment Proposal or implement the Extension Amendment or the Trust Amendment. In the event the Special Meeting is cancelled and we do not complete the Business Combination by the Termination Date, we will dissolve and liquidate in accordance with the charter. | |
| | | | If the Extension Amendment Proposal and the Trust Amendment Proposal are not approved and we do not consummate the Business Combination by August 16, 2023, in accordance with our charter, we will incur significant cost to extend the Termination Date under the current terms of the charter or otherwise (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 shares of Class A common stock 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 shares of Class A common stock, which redemption will completely extinguish rights of public stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Company’s obligations under the DGCL 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. In the event of a liquidation, our Sponsor and 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 Units. | |
| Why is the Company proposing the Extension Amendment Proposal, the Trust Amendment Proposal and the Adjournment Proposal? | | | Our charter provides that we have until August 16, 2023 to complete our initial business combination. Our Board has determined that it is in the best interests of our stockholders to approve the Extension Amendment Proposal, the Trust Amendment Proposal and, if necessary, the Adjournment Proposal, to allow for additional time to consummate the Business Combination and a lower incremental and aggregate cost for each Extension. While we are using our best efforts to complete the | |
| | | | Business Combination as soon as practicable, the Board believes that there will not be sufficient time before the Termination Date to complete the Business Combination without incurring significant cost to extension of the Termination Date under the current terms of the charter. Accordingly, the Board believes that in order to be able to consummate the Business Combination efficiently, we will need to obtain the Extension. Without the Extension, the 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 August 16, 2023, or without incurring significant cost to extension of the Termination Date under the current terms of the charter. If the Business Combination does not occur before the Termination Date or the Termination Date is otherwise extended on the higher-cost terms of the current charter, 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. | |
| | | | 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 stockholder 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 Date. | |
| | | | The Company believes that given its expenditure of time, effort and money on completing the Business Combination, circumstances warrant providing public stockholders an opportunity to consider the Business Combination. Accordingly, the Board is proposing the Extension Amendment Proposal to amend our charter in the form set forth in Annex A hereto to extend the date by which we must (i) consummate a business combination, (ii) cease our operations if we fail to complete such business combination, and (iii) redeem or repurchase 100% of our Class A common stock included as part of the units sold in our IPO from August 16, 2023 to not later than May 11, 2024, by electing to extend the date to consummate a business combination by up to an additional nine (9) months after the Termination Date, until May 11, 2024, unless the closing of the Company’s initial business combination shall have occurred, in a series of up to nine (9) one-month extensions, which we refer to as the “Extension,” and such later date, the “Extended Date,” provided that (i) the Sponsor (or its affiliates or permitted designees), will deposit into the Trust Account the lesser of (x) $75,000 or (y) $0.045 per share for each Public Share outstanding as of the applicable Deadline Date for each such one-month extension and (ii) the procedures relating to any such extension, as set forth in the Trust Agreement, shall have been complied with. | |
| | | | 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 stockholder 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 stockholders 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 Date. | |
| | | | If the Extension Amendment Proposal and the Trust Amendment Proposal are not approved, we 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, the 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 and the Trust Amendment Proposal. | |
| | | | We reserve the right at any time to cancel the Special Meeting and not to submit to our stockholders the Extension Amendment Proposal or the Trust Amendment Proposal or implement the Extension Amendment or Trust Amendment. In the event the Special Meeting is cancelled and we do not complete the Business Combination by the Termination Date, we will dissolve and liquidate in accordance with the charter. | |
| Why should I vote “FOR” the Extension Amendment Proposal and the Trust Amendment Proposal? | | | Our Board believes stockholders will benefit from the consummation of the Business Combination and is proposing the Extension Amendment Proposal and the Trust Amendment Proposal to extend the date by which we have to complete a business combination until the Extended Date in a series of nine (9) one-month extensions. The Extension would give us additional time to complete the Business Combination and a lower incremental and aggregate cost for each Extension. | |
| | | | The Board believes that it is in the best interests of our stockholders that the Extension be obtained to provide additional amount of time to consummate the Business Combination. Without the Extension, we believe that there is substantial risk that we might not, despite our best efforts, be able to complete the Business Combination on or before August 16, 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. | |
| | | | We believe that given our expenditure of time, effort and money on completing the Business Combination, it is in the best interests of our stockholders that we obtain the Extension. Our Board believes the Business Combination will provide significant benefits to our stockholders. For more information about the Business Combination, see our Current Report on Form 8-K filed with the SEC on April 25, 2022 and our Form S-4 filed on July 22, 2022, relating to the Business Combination (the “Registration Statement”), as last amended on August 2, 2023, as may be further amended. | |
| | | | Our Board recommends that you vote in favor of the Extension Amendment Proposal and in favor of the Trust Amendment Proposal. | |
| Why should I vote “FOR” the Adjournment Proposal? | | | If the Adjournment Proposal is not approved by our stockholders, our Board may not be able to adjourn the Special Meeting to a later date in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal and the Trust Amendment Proposal. | |
| | | | We reserve the right at any time to cancel the Special Meeting and not to submit to our stockholders the Extension Amendment Proposal or the Trust Amendment Proposal or implement the Extension Amendment or Trust Amendment. In the event the Special Meeting is cancelled and we are unable to complete the Business Combination by the Termination Date, we will dissolve and liquidate in accordance with the charter. | |
| When would the Board abandon the Extension Amendment Proposal, and the Trust Amendment Proposal? | | | We intend to hold the Special Meeting to approve the Extension Amendment Proposal and the Trust Amendment Proposal and only if the 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 August 16, 2023. If we complete the Business Combination on or before August 16, 2023, we will not implement the Extension. Additionally, our Board will abandon the Extension Amendment and Trust Amendment if our stockholders do not approve the Extension Amendment Proposal and the Trust Amendment Proposal. Notwithstanding stockholder | |
| | | | approval of the Extension Amendment Proposal and the Trust Amendment Proposal, our Board will retain the right to abandon and not implement the Extension Amendment or Trust Amendment at any time without any further action by our stockholders. | |
| How do the Company insiders intend to vote their shares? | | | The Sponsor and all of our directors and officers are expected to vote any common stock over which they have voting control (including any public shares owned by them) in favor of the Extension Amendment Proposal and the Trust Amendment Proposal. Currently, our Sponsor and our officers and directors own approximately 37.9% of our issued and outstanding common stock, including 2,875,000 Founder Shares. Our Sponsor, directors and officers do not intend to purchase common stock in the open market or in privately negotiated transactions in connection with the stockholder vote on the Extension Amendment Proposal and the Trust Amendment Proposal. | |
| What vote is required to adopt the proposals? | | | The approval of the Extension Amendment Proposal and the Trust Amendment Proposal will require the affirmative vote of holders of at least 65% of the Company’s outstanding shares of common stock, including the Founder Shares and the Class A common stock included in the Private Placement Units on the record date. | |
| | | | The approval of the Adjournment Proposal will require the affirmative vote of the majority of the votes cast by stockholders represented in person or by proxy. | |
| What if I don’t want to vote “FOR” the Extension Amendment Proposal or the Trust Amendment Proposal? | | | If you do not want the Extension Amendment Proposal or 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 Extension Amendment Proposal 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. If the Extension Amendment Proposal and the Trust Amendment Proposal are approved, and the Extension is implemented, then the Withdrawal Amount will be withdrawn from the Trust Account and paid to the redeeming holders. | |
| What happens if the Extension Amendment Proposal and the Trust Amendment Proposal are not approved? | | | Our Board will abandon the Extension Amendment and the Trust Amendment if our stockholders do not approve the Extension Amendment Proposal and the Trust Amendment Proposal. | |
| | | | If the Extension Amendment Proposal and the Trust Amendment Proposal are not approved and we do not consummate the Business Combination by August 16, 2023, in accordance with our charter, we will incur significant cost to extend the Termination Date under the current terms of the charter or otherwise (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 shares of Class A common stock 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 shares of Class A common stock, which redemption will completely extinguish rights of public stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Board in accordance with applicable law, dissolve | |
| | | | and liquidate, subject in each case to the Company’s obligations under the DGCL 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, 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 Units. | |
| If the Extension Amendment Proposal and the Trust Amendment Proposal are approved, what happens next? | | | If the Extension Amendment Proposal and the Trust Amendment Proposal are approved, we will continue to attempt to consummate the Business Combination until the Extended Date. We expect to seek stockholder approval of the Business Combination. If stockholders approve the Business Combination, we expect to consummate the Business Combination as soon as possible following such stockholder approval. 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 complete the Business Combination within the requisite time period will require us to liquidate or incur significant cost to extension of the Termination Date under the current terms of the charter. If we liquidate, our public stockholders may only receive $11.06 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. | |
| | | | Upon approval of the Extension Amendment Proposal and the Trust Amendment Proposal by holders of at least 65% of the common stock of the Company present and entitled to vote as of the record date, we will amend our charter in the form set forth in Annex A hereto to extend the time it has to complete a business combination until the Extended Date. We will remain a reporting company under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and our units, Class A common stock and public warrants will remain publicly traded. | |
| What happens to the Company’s warrants if the Extension Amendment Proposal and the Trust Amendment Proposal are not approved? | | | If the Extension Amendment Proposal and the Trust Amendment Proposal are 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 the shares of Class A common stock 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 shares of Class A common stock, which redemption will completely extinguish rights of public stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Board in accordance with applicable law, dissolve and liquidate, subject in each case to the 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? | | | 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 Date. The public warrants will remain outstanding and only become exercisable until the later of 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 shares of 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). | |
| Am I able to exercise my redemption rights in connection with the Business Combination? | | | If you were a holder of common stock as of the close of business on the record date for a meeting to seek stockholder approval of the Business Combination, you will be able to vote on the 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 our charter (including the requirement to submit any request for redemption in connection with the Business Combination on or before the date that is one business day before the special meeting of stockholders to vote on the Business Combination). If you disagree with the Business Combination, you will retain your right to redeem your public shares upon consummation of the Business Combination in connection with the stockholder vote to approve the Business Combination, subject to any limitations set forth in our charter. | |
| How do I attend the meeting? | | | You will need your control number for access. 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: 1 State Street Plaza, 30th Floor, New York, New York 10004, or email proxy@continentalstock.com. | |
| | | | Stockholders will also have the option to listen to the Special Meeting by telephone by calling: | |
| | | | • Within the U.S. and Canada: +1 800- 450-7155 (toll-free) | |
| | | | • Outside of the U.S. and Canada: +1 857-999-9155 (standard rates apply) | |
| | | | The passcode for telephone access: 3136780#. 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. | |
| How do I change or revoke my vote? | | | You may change your vote by e-mailing a later dated, signed proxy card to proxy@continentalstock.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. | |
| | | | 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 follow the instructions included with the enclosed proxy card. | |
| How are votes counted? | | | Votes will be counted by the inspector of election appointed for the meeting, who will separately count “FOR” and “AGAINST” votes and abstentions. The Extension Amendment Proposal and the Trust Amendment Proposal must be approved by the affirmative vote of holders of at least 65% of the Company’s outstanding shares of common stock, including the Founder Shares and the Class A common stock included in the Private Placement Units as of the record date. Accordingly, a Company stockholder’s failure to vote by proxy or to vote online at the Special Meeting or an abstention with respect to the Extension Amendment Proposal or the Trust Amendment Proposal will have the same effect as a vote “AGAINST” such proposal. | |
| | | | The approval of the Adjournment Proposal requires the affirmative vote of the majority of the votes cast by stockholders represented in person or by proxy. Accordingly, a Company stockholder’s failure to vote by proxy or to vote online at the Special Meeting will not be counted towards the number of common stock required to validly establish a quorum, and if a valid quorum is otherwise established, it will have no effect on the outcome of any vote on the Adjournment Proposal. | |
| | | | Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the outcome of the Adjournment Proposal. | |
| If my shares are held in “street name,” will my broker automatically vote them for me? | | | 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 stockholders 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. | |
| What is a quorum requirement? | | | A quorum of stockholders is necessary to hold a valid meeting. Holders of a majority in voting power of our common stock on the record date issued and outstanding and entitled to vote at the Special Meeting, present in person or represented by proxy, constitute a quorum. | |
| | | | Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote online at the Special Meeting. Abstentions will be counted towards the quorum requirement. In the absence of a quorum, the chairman of the meeting has power to adjourn the Special Meeting. As of the record date for the Special Meeting, 2,808,878 shares of our common stock would be required to achieve a quorum. | |
| Who can vote at the Special Meeting? | | | Only holders of record of our common stock at the close of business on July 27, 2023, are entitled to have their vote counted at the Special Meeting and any adjournments or postponements thereof. On this record date, 2,731,544 shares of our Class A common stock and 2,875,000 shares of our Class B common stock were outstanding and entitled to vote. | |
| | | | Stockholder 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 stockholder of record. As a stockholder 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. | |
| | | | 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 stockholder 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 Board recommend voting for the approval of the Extension Amendment Proposal, the Trust Amendment Proposal and the Adjournment Proposal? | | | Yes. After careful consideration of the terms and conditions of these proposals, our Board has determined that the Extension Amendment, the Trust Amendment Proposal and, if presented, the Adjournment Proposal are in the best interests of the Company and its stockholders. The Board recommends that our stockholders vote “FOR” the Extension Amendment Proposal, the Trust Amendment Proposal and the Adjournment Proposal. | |
| What interests do the Company’s Sponsor, directors and officers have in the approval of the proposals? | | | Our Sponsor, directors and officers have interests in the proposals that may be different from, or in addition to, your interests as a stockholder. These interests include ownership of 2,875,000 Founder Shares and 585,275 Private Placement Units, which would expire worthless if a business combination is not consummated. See the section entitled “The Extension Amendment Proposal — 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? | | | Our stockholders do not have appraisal rights in connection with the Extension Amendment Proposal and/or the Trust Amendment Proposal. | |
| What do I need to do now? | | | 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 stockholder. You should then vote as soon as possible in accordance with the instructions provided in this Proxy Statement and on the enclosed proxy card. | |
| How do I vote? | | | If you are a holder of record of our common stock, you may vote online at the Special Meeting or by submitting a proxy for 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. | |
| | | | If your common stock is held in “street name” by a broker or other agent, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the Special Meeting. However, since you are not the stockholder 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. | |
| How do I redeem my shares of Class A common stock? | | | If the Extension is implemented, each of our public stockholders may seek to redeem all or a portion of its public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares. You will also be able to redeem your public shares in connection with any stockholder vote to approve a proposed business combination, or if we have not consummated a business combination by the Extended Date. | |
| | | | In order to exercise your redemption rights, you must, prior to 5:00 p.m. Eastern time on August 9, 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 Attn: SPAC Redemptions E-mail: spacredemptions@continentalstock.com | |
| What should I do if I receive more than one set of voting materials? | | | You may receive more than one set of voting materials, including multiple copies of this Proxy Statement and multiple proxy cards or voting instruction cards, if your shares 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. | |
| Who is paying for this proxy solicitation? | | | 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 their usual and customary fees. 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. | |
| Who can help answer my questions? | | | 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: | |
| | | | Laurel Hill Advisory Group, LLC 2 Robbins Lane, Suite 201 Jericho, NY 11753 855-414-2266 Email: DKDC@laurelhill.com | |
| | | | You may also contact us at: | |
| | | | DATA KNIGHTS ACQUISITION CORP. Unit G6, Frome Business Park, Manor Road Frome, United Kingdom, BA11 4FN 011-44 203 833 4000 | |
| | | | 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.” | |
| | Class A Common Stock | | Class B Common Stock(2) | | | Approximate Percentage of Outstanding Common Stock | | | Class A Common Stock | | Class B Common Stock | | Approximate | | |||||||||||||||||||||||||||||||||||||||||||||||
Name and Address of Beneficial Owner | | Number of Shares Beneficially Owned | | Approximate Percentage of Class | | Number of Shares Beneficially Owned | | Approximate Percentage of Class | | | Number of Shares Beneficially Owned | | Approximate Percentage of Class | | Number of Shares Beneficially Owned(2) | | Approximate Percentage of Class | | Percentage of Outstanding Common Stock | | ||||||||||||||||||||||||||||||||||||||||||
Barry Anderson | | | | 585,275 | | | | | 4.8% | | | | | 2,845,000 | | | | | 99.0% | | | | | 22.9% | | | ||||||||||||||||||||||||||||||||||||
Firdauz Edmin bin Mokhtar | | | | 585,275 | | | | | 4.8% | | | | | 2,845,000 | | | | | 99.0% | | | | | 22.9% | | | ||||||||||||||||||||||||||||||||||||
Directors and Executive Officers: | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||
Barry Anderson(1) | | | | 585,275 | | | | | 17.6% | | | | | 2,845,000 | | | | | 66.9% | | | | | — | | | ||||||||||||||||||||||||||||||||||||
Firdauz Edmin bin Mokhtar(1) | | | | 585,275 | | | | | 17.6% | | | | | 2,845,000 | | | | | * | | | | | — | | | ||||||||||||||||||||||||||||||||||||
Syed Musheer Ahmed | | | | | | | | | | | | | | 5,000 | | | | | * | | | | | * | | | | | | — | | | | | — | | | | | 5,000 | | | | | * | | | | | — | | | ||||||||||
Julianne Huh | | | | | | | | | | | | | | 5,000 | | | | | * | | | | | * | | | | | | — | | | | | — | | | | | 5,000 | | | | | * | | | | | — | | | ||||||||||
Annie Damit Undikai | | | | | | | | | | | | | | 5,000 | | | | | * | | | | | * | | | | | | — | | | | | — | | | | | 5,000 | | | | | * | | | | | — | | | ||||||||||
All directors and executive officers as a group (5 individuals) | | | | 585,275 | | | | | 4.8% | | | | | 2,875,000 | | | | | 100.0% | | | | | 23.1% | | | ||||||||||||||||||||||||||||||||||||
Other 5% Shareholders | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||
Data Knights, LLC(3) | | | | 585,275 | | | | | 4.8% | | | | | 2,830,000 | | | | | 98.4% | | | | | 22.8% | | | ||||||||||||||||||||||||||||||||||||
All officers and directors as a group | | | | 585,275 | | | | | 17.6% | | | | | 2,875,000 | | | | | 100% | | | | | — | | | ||||||||||||||||||||||||||||||||||||
5% Holders: | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||
Data Knights, LLC(1) | | | | 585,275 | | | | | 17.6% | | | | | 2,830,000 | | | | | 66.5% | | | | | 45.1% | | | ||||||||||||||||||||||||||||||||||||
Westchester Capital Management, LLC(3) | | | | 504,457 | | | | | 15.2% | | | | | — | | | | | — | | | | | 6.7% | | | ||||||||||||||||||||||||||||||||||||
Shaolin Capital Management LLC(4) | | | | 400,000 | | | | | 12.1% | | | | | — | | | | | — | | | | | 5.3% | | | ||||||||||||||||||||||||||||||||||||
ARC Group Limited | | | | — | | | | | — | | | | | 1,378,517 | | | | | 32.4% | | | | | 18.2% | | |
| Proposal 1 — Extension Amendment Proposal Amend the Company’s Amended and Restated Certificate to extend the date by which the Company has to complete a business combination from August 11, 2023 to May 11, 2024, or such earlier date as determined by the Board of Directors, in a series of up to nine (9) one-month extensions, which we refer to as the “Extension Amendment Proposal.” | | | FOR ☐ | | | AGAINST ☐ | | | ABSTAIN ☐ | |
| Proposal 2 — Trust Amendment Proposal Amend the Company’s Investment Management Trust Agreement, dated as of August 16, 2021, by and between the Company and Continental Stock Transfer & Trust Company, (i) allowing the Company to extend the business combination period from August 11, 2023 to May 11, 2024 in a series of up to nine (9) one-month extensions, and (ii) updating certain defined terms in the Trust Agreement, which we refer to as the “Trust Amendment Proposal.”. | | | FOR ☐ | | | AGAINST ☐ | | | ABSTAIN ☐ | |
| Proposal 3 — Adjournment Proposal 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.” | | | FOR ☐ | | | AGAINST ☐ | | | ABSTAIN ☐ | |
| Dated: August 11, 2023 | | | | |
| Stockholder’s Signature | | | | |
| Stockholder’s Signature | | | | |