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| Why am I receiving this Proxy Statement? | | | We are a blank check company incorporated on March 30, 2021 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or | |
| | | | | |
| | | | While the Company and the | |
| | | | Amended and Restated Memorandum and Articles |
Public Shareholders will have the right to redeem their Public Shares, subject to any limitations set forth in the | | ||||
| What is being voted on? | | | You are currently being asked to vote on the following proposals: 1. Proposal No. 1 — The Articles Amendment Proposal —A proposal, by special resolution, to amend and restate the Company’s current Memorandum and Articles by adopting the | |
| | | | Date to December 31, 2023 (the “Third Extension” and such date, the “Third Extension Date”), The effectiveness of the |
2. Proposal No. 2 — The Adjournment Proposal — a proposal, by ordinary resolution, to approve the adjournment of the Extraordinary General Meeting to a later date or dates or sine die, if necessary or appropriate, | | ||||
| | | | If the Articles Amendment Proposal is approved by the requisite vote of shareholders and | |
| | | | Second and Third Extensions and interest earned, less taxes and distributions to redeeming shareholders in connection with the extraordinary general meeting that took place on April 19, 2023 and the exercise of the | |
| | | | YOU ARE NOT BEING ASKED TO VOTE ON A BUSINESS COMBINATION AT THIS TIME. | |
| Why is the Company proposing the Articles Amendment Proposal? | | | If we do not consummate a business combination | |
| | | | Accordingly, our Memorandum and Articles currently provide for the return of the funds held in the Trust Account to the holders of Public Shares if there is no qualifying business combination(s) consummated on or before | |
| | | | Following the exercise of the | |
| | | | is, therefore, to amend and restate the Memorandum and Articles, in the form of the | |
| | | | YOU ARE NOT BEING ASKED TO VOTE ON A PROPOSED BUSINESS COMBINATION AT THIS TIME. IF THE ARTICLES AMENDMENT PROPOSAL IS APPROVED AND YOU DO NOT MAKE AN ELECTION TO HAVE YOUR PUBLIC SHARES REDEEMED, YOU WILL RETAIN THE RIGHT TO VOTE ON ANY PROPOSED INITIAL BUSINESS COMBINATION WHEN AND IF ONE IS SUBMITTED TO SHAREHOLDERS (PROVIDED THAT YOU ARE A SHAREHOLDER ON THE APPLICABLE RECORD DATE) AND THE RIGHT TO REDEEM YOUR PUBLIC SHARES AT A |
THE COMPANY HAS NOT CONSUMMATED A BUSINESS COMBINATION BY THE APPLICABLE TIME LIMIT PROVIDED BY THE | | ||||
| Why should I vote “FOR” the Articles Amendment Proposal? | | | Our Board believes shareholders will benefit from the Company consummating an initial business combination and is proposing the Articles Amendment Proposal to provide the Board with the ability to extend the date by which the Company has to complete such a transaction until the | |
| | | | Given our expenditure of time, effort and money to identify potential targets for a potential initial business combination, including the fact that the parties to the Business Combination Agreement are working towards satisfaction of the conditions to the completion of the Business Combination, our Board believes current circumstances warrant providing those who believe the Company might execute a potential business combination that is an attractive investment opportunity with an opportunity to consider such a transaction, inasmuch as we are also affording shareholders who wish to redeem their Public Shares the opportunity to | |
| | | | do so. If you do not elect to redeem your Public Shares, you will retain the right to vote on any proposed initial business combination if and when one is submitted to shareholders in the future (assuming that you are a shareholder on the applicable record date) and the right to redeem your Public Shares in connection with such initial business combination. Whether a holder of Public Shares votes in favor of or against the Articles Amendment Proposal, if such proposal is approved and implemented, 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 and not previously released to the Company to pay its taxes, divided by the number of then outstanding Public Shares by following the procedures set out in this Proxy Statement. The effectiveness of the Articles Amendment Proposal is conditioned on the Company having net tangible assets of at least US$5,000,001 after giving effect to any redemptions of Public Shares which are tendered for redemption in connection with the shareholder vote on the Articles Amendment Proposal. | |
| | | | The Board unanimously recommends that you vote in favor of the Articles Amendment Proposal. | |
| Why should I vote “FOR” the Adjournment Proposal? | | | If the Adjournment Proposal is not approved by our shareholders, our Board may not be able to adjourn the Extraordinary General 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 Articles Amendment Proposal. The Company also reserves the right to move to adjourn the Extraordinary General Meeting sine die in the event that the Board determines before the Extraordinary General Meeting that is not necessary or no longer desirable to proceed with the Articles Amendment Proposal. In either case, at the Extraordinary General Meeting the Company will ask its shareholders to vote only upon the Adjournment Proposal and not on the Articles Amendment Proposal. | | ||||
| | | | If presented, our Board unanimously recommends that you vote in favor of the Adjournment Proposal. | |
| How do the Company insiders intend to vote their shares? | | | Our Sponsor and the Company’s directors and officers own an aggregate of 4,250,000 Class B ordinary shares, par value of $0.0001 per share (“Founder Shares”) or “Class B Ordinary Shares” and, together with the Class A Ordinary Shares, the “Ordinary Shares”), representing approximately | |
| | | | In addition, our Sponsor, directors, officers, advisors or any of their affiliates may purchase Public Shares in privately negotiated transactions or in the open market prior to the Extraordinary General Meeting. However, they have no | |
| | | | current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase Public Shares in such transactions. Any such purchases that are completed after the record date for the Extraordinary General Meeting may include an agreement with a selling shareholder that such shareholder, for so long as it remains the record holder of the shares in question, will vote in favor of the Articles Amendment Proposal 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 resolutions to be put to the Extraordinary General Meeting are approved by the requisite number of votes. In the event that such purchases do occur, the purchasers may seek to purchase shares from shareholders who would otherwise have voted against the Articles Amendment Proposal and elected to redeem their shares for a portion of the Trust Account. Any such privately negotiated purchases may be affected 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 Articles Amendment Proposal and the Adjournment Proposal. | |
| What vote is required to approve the Articles Amendment Proposal? | | | Approval of the Articles Amendment Proposal requires a special resolution under Cayman Islands law, being the |
affirmative vote of the holders of at least two-thirds (2/3) of the issued and outstanding Ordinary Shares entitled to vote and who, being present in person or represented by proxy at the Extraordinary General Meeting or any adjournment thereof, vote on such matter. | | ||||
| What vote is required to approve the Adjournment Proposal? | | | Approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the issued and outstanding Ordinary Shares entitled to vote and who, being present in person or represented by proxy at the Extraordinary General Meeting or any adjournment thereof, vote on such matter. | |
| What is a quorum requirement? | | | A quorum of our shareholders is necessary to hold a valid Extraordinary General Meeting. A quorum will be present at the Extraordinary General Meeting if one or more shareholders holding a majority of the issued and outstanding Ordinary Shares entitled to vote at the Extraordinary General Meeting are represented in person or by proxy or if a corporation or other non-natural person by its duly authorized representative or proxy. As of the record date for the Extraordinary General Meeting, the holders of at least Ordinary Shares would be required to achieve 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 attend and | |
| | | | vote in person (including online) at the Extraordinary General Meeting. Abstentions and broker non-votes will be counted towards the quorum requirement, but will not count as a vote cast at the Extraordinary General Meeting. If a quorum is not present within half an hour from the time appointed for the Extraordinary General Meeting to commence or if during the Extraordinary General Meeting a quorum ceases to be present, the Extraordinary General Meeting will stand adjourned to such other day, time and/or place as the Board may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting to commence, the shareholders present will constitute a quorum. | |
| Who can vote at the Extraordinary General Meeting? | | | Only holders of record of our Ordinary Shares at the close of business on | |
| What is the difference between a shareholder of record and a beneficial owner of shares held in “street name”? | | | Shareholder of Record. If your shares are registered directly in your name with the Company’s transfer agent, Continental Stock Transfer & Trust Company, you are considered the shareholder of record with respect to those shares, and the proxy materials were sent directly to you by the Company. As a shareholder of record, you may vote in person at the Extraordinary General Meeting or vote by proxy. Whether or not you plan to attend the Extraordinary General Meeting in person (including virtually online), we urge you to fill out and |
return the enclosed proxy card in the postage-paid envelope provided to ensure your vote is counted. Your proxy card must be received by the Proxy Agent by no later than 48 hours before the time appointed for the Extraordinary General Meeting to commence. | | ||||
| | | | Beneficial Owner of Shares Held in Street Name. If your shares are held in an account at a brokerage firm, bank, broker-dealer, or other similar organization, then you are the beneficial owner of shares held in “street name,” and the proxy materials were forwarded to you by that organization. The organization holding your account is considered the shareholder of record for purposes of voting at the Extraordinary General Meeting. As a beneficial owner, you have the right to instruct that organization on how to vote the shares held in your account. Those instructions are contained in a “vote instruction form.” | |
| What is the effect of giving a proxy? | | | Proxies are solicited by and on behalf of the Board. The Proxy Agent (as defined below) has been | |
| | | | Amendment Proposal and, if presented, “FOR” the Adjournment Proposal. If any matters not described in this proxy statement are properly presented at the Extraordinary General Meeting, the proxy holders will use their own judgment to determine how to vote the shares. If the Extraordinary General Meeting is adjourned, the proxy holders can vote the shares on the adjourned Extraordinary General Meeting date as well, unless you have properly revoked your proxy instructions, as described elsewhere herein. | |
| How do I attend the Extraordinary General Meeting? | | | If you are a shareholder of record at the close of business on the record date for the Extraordinary General Meeting, you will receive a proxy | |
| | | | You can pre-register to attend the Extraordinary General Meeting online webcast starting on | |
| | | | Shareholders of record may also attend the Extraordinary General Meeting in person at the offices of | |
| | | | If you are a beneficial owner of shares held in “street name,” you will need to contact Continental to receive a control number. If you plan to vote at the Extraordinary General Meeting either online via the webcast or in person at the offices of Appleby, you will need to have a legal proxy from your bank, broker or other nominee or if you would like to join and not vote, Continental will issue you a guest control number with proof of ownership. In either case, you must contact Continental for specific instructions on how to receive the control number. Continental can be contacted at the number or email address listed under the question “Who can help answer my questions?” below. Please allow up to 72 hours prior to the meeting for processing your control number. Investors should contact their bank, broker or nominee for instructions regarding obtaining a legal proxy. | |
| | | | If you do not have access to Internet, you can listen only to the meeting by dialing +1 800-450-7155 (toll-free) or +1 857-999-9155 (standard rates apply) if you are located outside the United States and Canada (standard rates apply) | |
| | | | and when prompted enter the pin number | |
| | | | A separate conference line to allow participants to communicate with each other during the Extraordinary General Meeting will also be made available. | |
| What if I want to vote against or don’t want to vote for any of the proposals? | | | If you do not want a proposal to be approved, you must vote against such proposal. A shareholder’s failure to vote by proxy or to vote in person (including online) at the Extraordinary General Meeting will not be counted towards the number of Ordinary Shares present required to validly establish a quorum, and if a valid quorum is otherwise established, such failure to vote will have no effect on the outcome of any vote on the Articles Amendment Proposal or the Adjournment Proposal. Abstentions and broker non-votes will be counted in connection with the determination of whether a valid quorum is established but will not count as votes cast and will have no effect on the outcome of any vote on the Articles Amendment Proposal or the Adjournment Proposal. | |
| If the Articles Amendment Proposal is approved, what happens next? | | | If the Articles Amendment Proposal is approved by the requisite number of votes and the Minimum NTA Condition is satisfied, the Adjournment Proposal will not be presented for a vote. | |
| | | | Upon approval of the Articles Amendment Proposal by the requisite number of votes and subject to the Company having net tangible assets of at least $5,000,001 after taking into account any redemption of Public Shares, the |
Third Amended and Restated Memorandum and Articles will become effective. The Board will have the | | ||||
| | | | If the Articles Amendment Proposal is approved by the requisite number of votes and the Minimum NTA Condition is satisfied, and the Board elects to exercise the | |
| | | | If the Articles 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 interest of our Ordinary Shares held by our Sponsor and our independent directors as a result of their ownership of the Founder Shares. | |
| | | | If the Articles Amendment Proposal is approved and the Board exercises the | |
| | | | (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 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 in each case to our obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. We cannot assure you that the per share distribution from the Trust Account, if we liquidate, will not be less than $10.10 due to unforeseen claims of creditors. | |
| What happens to the Company’s outstanding warrants if the Articles Amendment Proposal is not approved? | | | If the Articles Amendment Proposal is not approved and we have not consummated a business combination within the applicable time limits outlined in the current Memorandum and Articles (currently until |
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 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 in each case to our obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the 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 our Founder Shares, including our Sponsor and our independent directors, will not receive any monies held in the Trust Account as a result of their ownership of the Founder Shares. | |
| What happens to the Company’s outstanding Public Warrants if the Articles Amendment Proposal is approved? | | | If the Articles Amendment Proposal is approved and implemented, all Public Warrants will remain outstanding and will become exercisable for one Class A Ordinary Share 30 days after the completion of an initial business combination at an initial exercise price of $11.50 per warrant for a period of five years, provided we have an effective registration statement under the Securities Act of 1933 (the “Securities Act”) covering the Class A Ordinary Shares | |
| | | | 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). | |
| Do I need to request that my shares be redeemed whether I vote for or against the Articles Amendment Proposal? | | | Yes. Whether you vote for or against the Articles Amendment Proposal or if you vote at all, and regardless of whether you are a holder of Public Shares on the record date for the Extraordinary General Meeting, you may elect to redeem your Public Shares. However, you will need to submit a redemption request for your Public Shares. See “How do I redeem my Public Shares?” for more information about the procedures to follow to redeem your Public Shares. | |
| If I do not exercise my redemption rights now, would I still be able to exercise my redemption rights in connection with a proposed business combination? | | | Unless you elect to redeem all of your Public Shares at this time, you will be able to exercise redemption rights in respect of any future initial business combination, subject to any limitations set forth in the | |
| How do I change my vote? | | | If you are a shareholder of record at the close of business on the record date for the Extraordinary General Meeting, you may change your vote after you have mailed a signed proxy by sending a later-dated, signed proxy card to our Proxy Agent, Morrow Sodali LLC, at 333 Ludlow Street, 5th Floor, South Tower, Stamford, CT 06902 so that it is received no later than |
48 hours before the time appointed for the Extraordinary General Meeting to commence or by attending the Extraordinary General Meeting in person (including online) and voting. You also may revoke your proxy by sending a notice of revocation to the same address, which must be received by our Proxy Agent | | ||||
| | | | Please note, however, that if on the record date for the Extraordinary General Meeting 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, you must contact your broker, bank or other nominee to change your voting instructions or, if you wish to attend the Extraordinary General Meeting in person (including online) and vote at the Extraordinary General Meeting, you must obtain 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 and e-mail a copy (a legible photograph is sufficient) of your proxy to Continental Stock Transfer & Trust Company, the transfer agent, at proxy@continentalstock.com no later than 72 hours prior to the Extraordinary General Meeting. Beneficial owners who e-mail a valid legal proxy will be issued a 12-digit meeting control number that will allow them to register to attend and participate in the Extraordinary General Meeting. | |
| How are votes counted? | | | Voting on all resolutions at the Extraordinary General Meeting will be conducted by way of a poll rather than on a show of hands. On a poll, votes are counted according to the number of shares registered in each shareholder’s name which are voted, with each Ordinary Share carrying one vote. | |
| | | | Votes will be counted by the inspector of election appointed for the Extraordinary General Meeting, who will separately count “FOR” and “AGAINST” votes, abstentions and broker non-votes. The Articles Amendment Proposal must be approved as a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least two-thirds (2/3) of the issued and outstanding Ordinary Shares entitled to vote and who, being present in person or represented by proxy at the Extraordinary General Meeting or any adjournment thereof, vote on such matter. The Adjournment Proposal requires approval by an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the issued and outstanding Ordinary Shares entitled to vote and who, being present in person or represented by proxy at the Extraordinary General Meeting or any adjournment thereof, vote on such matters. | |
| | | | Accordingly, a shareholder’s failure to vote by proxy or to vote in person at the Extraordinary General Meeting means that such shareholder’s Ordinary Shares will not count |
towards the quorum requirement for the Extraordinary General 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 Extraordinary General Meeting. | | ||||
| 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 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 or, if you wish to attend the Extraordinary General Meeting in person (including online) and vote at the Extraordinary General Meeting, you must obtain 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 and e-mail a copy (a legible photograph is sufficient) of your proxy to Continental Stock Transfer & Trust Company, the transfer agent, at proxy@continentalstock.com no later than 72 hours prior to the Extraordinary General Meeting. Beneficial owners who e-mail a valid legal proxy will be issued a 12-digit meeting control number that will allow them to | |
| | | | register to attend and participate in the Extraordinary General Meeting. | |
| 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 shareholder. These interests include ownership, including indirect 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 Articles Amendment Proposal — Interests of our Sponsor, Directors and Officers.” | |
| Do I have appraisal rights if I object to the Articles Amendment Proposal? | | | No. Our shareholders do not have appraisal rights in connection with the Articles Amendment Proposal under Cayman Islands law. | |
| What do I need to do now? | | | We urge you to read carefully and consider the information contained in this Proxy Statement, including Annexes A and B, and to consider how the proposals will affect you as a 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 or, if you hold your shares in “street name” through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee. | |
| How do I vote? | | | Shareholder of Record: If you are a |
• Online by virtually attending the Extraordinary General Meeting: You may vote online by virtually attending the Extraordinary General Meeting and using the 12-digit control number found on your proxy card or notice of the Extraordinary General Meeting. Please see the question “How do I attend the Extraordinary General Meeting?” above for further information on how to virtually attend the Extraordinary General Meeting. • In person at the Extraordinary General Meeting: You may attend the Extraordinary General Meeting and vote in person at the offices of • By | |
| | | | one proxy card, it is an indication that your shares are held in multiple accounts. Please sign, date and return all proxy cards to ensure that all of your shares are voted. Votes submitted by mail must be received by | |
| | | | Whether or not you plan to attend the Extraordinary General Meeting, 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. | |
| | | | If your Ordinary Shares are held in “street name” by a broker, bank or other nominee, you have the right to direct your broker, bank or other nominee on how to vote the shares in your account. Your broker, bank or other nominee may have an earlier deadline by which you must provide instructions to it as to how to vote your shares, so you should read carefully the materials provided to you by your broker, bank or other nominee or intermediary. You are also invited to attend the |
Extraordinary General Meeting. However, since you are not the shareholder of record, you may not vote your shares in person at the Extraordinary General Meeting unless you request and obtain a valid proxy from your broker, bank or other nominee. Please see the questions “How do I attend the Extraordinary General Meeting?” and “If my shares are held in “street name,” will my broker automatically vote them for me” above for further information on the procedure to be followed by beneficial owners of shares held in “street name”. | | ||||
| How do I redeem my Public Shares? | | | Each of our Public Shareholders may submit an election that, if the Articles Amendment Proposal is approved and implemented, such Public Shareholder elects to redeem all or a portion of its, his or her Public Shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by the number of then outstanding Public Shares, provided that the Company shall not redeem Public Shares in an amount that would cause the Company’s net tangible assets to be less than US$5,000,001 following such redemption. If you exercise your redemption rights, you will be exchanging your Public Shares for cash and will no longer own the shares. However, the effectiveness of the Articles Amendment Proposal is conditioned on the Company having net tangible assets of at least US$5,000,001 after giving effect to any | |
| | | | redemptions of Public Shares which are tendered for redemption in connection with the shareholder vote on the Articles Amendment Proposal. | |
| | | | In order to tender your Public Shares for redemption in connection with the Articles Amendment Proposal, you must: i. (a) hold Public Shares or (b) hold Public Shares as part of Units and elect to separate such Units into the underlying Public Shares and Public Warrants prior to exercising your redemption rights with respect to the Public Shares; and ii. prior to 5:00 p.m., Eastern Time, on | |
| | | | Holders of Units must elect to separate the underlying Public Shares and Public Warrants prior to exercising redemption rights with respect to the Public Shares. If holders hold their |
Units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the Units into the underlying Public Shares and Public Warrants, or if a holder holds Units registered in its, his or her own name, the holder must contact the transfer agent directly and instruct it to do so. | | ||||
| | | | Through DTC’s DWAC (Deposit Withdrawal At Custodian) 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. 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 The Depository Trust Company, and it may take longer than two weeks to obtain a physical share certificate. Such shareholders will have less time to make their investment 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. | |
| | | | There is a nominal cost associated with the | |
| | | | Public Shareholders may elect to redeem Public Shares regardless of if or how they vote in respect of the Articles Amendment Proposal, and regardless of whether they hold Public Shares on the record date for the Extraordinary General Meeting. If the Articles Amendment Proposal is not approved, or if the Articles Amendment Proposal is not implemented because the condition that the Company has net tangible assets of at least US$5,000,001 after giving effect to any redemptions of Public Shares which are tendered for redemption is not satisfied, the Public Shares will be returned to the respective holder, broker or bank. | |
| | | | Any demand for redemption, once made, may be withdrawn |
at any time until the deadline for exercising redemption requests and thereafter, with the Company’s consent, until a vote is taken with respect to the Articles Amendment Proposal, if any. If you delivered your shares for redemption to the transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that Continental return the shares (physically or electronically). Such requests may be made by contacting Continental at the at the number or email address listed under the question “Who can help answer my questions?” below. | | ||||
| | | | If you exercise your redemption rights, your Public Shares will cease to be outstanding and will only represent the right to receive a pro rata share of the aggregate amount then on deposit in the Trust Account. You will have no right to participate in, or have any interest in, the future growth of the Company, if any. You will be entitled to receive cash for your Public Shares only if you properly and timely demand redemption. | |
| | | | If the Articles Amendment Proposal is approved and implemented, you will also be able to redeem your Public Shares (i) | |
| 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 shares. | |
| Who is paying for this proxy solicitation? | | | We will pay for the entire cost of soliciting proxies. We have engaged Morrow Sodali LLC (“Proxy Agent”) to assist in the solicitation of proxies for the Extraordinary General Meeting. We have agreed to pay the Proxy Agent its customary fee and out-of-pocket expenses. We will also reimburse the Proxy Agent for reasonable out-of- pocket expenses and will indemnify the Proxy Agent 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. | |
| Who can help answer my questions? | | | If you have questions about the Extraordinary General Meeting or the proposals to be presented thereat or if you need additional copies of the Proxy Statement or the enclosed proxy card you should contact our Proxy Agent at: |
Individuals call toll-free: +1 (800) 662-5200 Banks and brokerages, please call: +1 (203) 658-9400 Email: If you have questions regarding the certification of your position or delivery of your ordinary shares, please contact: Continental Stock Transfer & Trust Company One State Street Plaza, 30th Floor New York, NY 10004 Attn: SPAC Redemption Team E-mail: spacredemptions@continentalstock.com You may also obtain additional information about us from documents we file with the SEC by following the instructions in the section entitled “Where You Can Find More Information.” | |
| | Class B Ordinary Shares | | Class A Ordinary Shares | | | Approximate Percentage of Outstanding Ordinary Shares(2) | | | Class B Ordinary Shares | | Class A Ordinary Shares | | | Approximate Percentage of Outstanding Ordinary Shares | | ||||||||||||||||||||||||||||||||||||||||||||||
| | 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 | | Number of Shares Beneficially Owned | | Approximate Percentage of Class | | ||||||||||||||||||||||||||||||||||||||||||||
Name and Address of Beneficial Owner (1) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||
Pegasus Digital Mobility Sponsor LLC (our sponsor) (3) | | | | 3,406,250 | | | | | 60.6% | | | | | — | | | | | — | | | | | — | | | | | | 3,406,250 | | | | | 60.6% | | | | | — | | | | | — | | | | | — | | | ||||||||||
Sir Dr. Ralph Speth | | | | 337,500 | | | | | 6.0% | | | | | — | | | | | — | | | | | — | | | | | | 337,500 | | | | | 6.0% | | | | | — | | | | | — | | | | | — | | | ||||||||||
F. Jeremey Mistry | | | | 140,625 | | | | | 2.5% | | | | | — | | | | | — | | | | | — | | | | | | 140,625 | | | | | 2.5% | | | | | — | | | | | — | | | | | — | | | ||||||||||
Dr. Stefan Berger | | | | 140,625 | | | | | 2.5% | | | | | — | | | | | — | | | | | — | | | | | | 140,625 | | | | | 2.5% | | | | | — | | | | | — | | | | | — | | | ||||||||||
Florian Wolf | | | | 56,250 | | | | | 1.0% | | | | | — | | | | | — | | | | | — | | | | | | 56,250 | | | | | 1.0% | | | | | — | | | | | — | | | | | — | | | ||||||||||
Steve Norris | | | | 56,250 | | | | | 1.0% | | | | | — | | | | | — | | | | | — | | | | | | 56,250 | | | | | 1.0% | | | | | — | | | | | — | | | | | — | | | ||||||||||
Jeff Foster | | | | 56,250 | | | | | 1.0% | | | | | — | | | | | — | | | | | — | | | | | | 56,250 | | | | | 1.0% | | | | | — | | | | | — | | | | | — | | | ||||||||||
John Doherty | | | | 56,250 | | | | | 1.0% | | | | | — | | | | | — | | | | | — | | | | | | 56,250 | | | | | 1.0% | | | | | — | | | | | — | | | | | — | | | ||||||||||
All directors and officers as a group (9 individuals) | | | | 4,250,000 | | | | | 75.6% | | | | | — | | | | | — | | | | | — | | | | | | 4,250,000 | | | | | 75.6% | | | | | — | | | | | — | | | | | — | | | ||||||||||
Adage Capital Partners, L.P.(4) | | | | 125,000 | | | | | 2.2% | | | | | 1,800,000 | | | | | 8.0% | | | | | 6.8% | | | | | | 125,000 | | | | | 2.2% | | | | | 1,800,000 | | | | | 8.0% | | | | | 6.8% | | | ||||||||||
Atlas Diversified Master Fund, Ltd.(5) | | | | 125,000 | | | | | 2.2% | | | | | 1,925,000 | | | | | 8.6% | | | | | 7.3% | | | | | | 125,000 | | | | | 2.2% | | | | | 1,925,000 | | | | | 8.6% | | | | | 7.3% | | | ||||||||||
Polar Asset Management Partners Inc.(6) | | | | 125,000 | | | | | 2.2% | | | | | 2,069,124 | | | | | 9.2% | | | | | 7.4% | | | | | | 125,000 | | | | | 2.2% | | | | | 2,069,124 | | | | | 9.2% | | | | | 7.4% | | | ||||||||||
Saba Capital Management, L.P. (7) | | | | — | | | | | — | | | | | 1,653,989 | | | | | 7.4% | | | | | 5.9% | | | | | | — | | | | | — | | | | | 1,653,989 | | | | | 7.4% | | | | | 5.9% | | | ||||||||||
Glazer Capital, LLC(8) | | | | — | | | | | — | | | | | 1,031,620 | | | | | 4.6% | | | | | 3.7% | | | ||||||||||||||||||||||||||||||||||||
Radcliffe Capital Management, L.P.(9) | | | | — | | | | | — | | | | | 475,006 | | | | | 2.1% | | | | | 1.7% | | |