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PROPOSAL 1 — APPROVAL OF THE ADOPTION OF THE AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO EFFECT THE REVERSE STOCK SPLIT

At the Special Meeting, stockholders will be asked to adopt an amendment to our certificate of incorporation (“COI”) to effect a reverse stock split of our issued and outstanding Common Stock by a numerical ratio of not less than 1-for-100 and not more than 1-for-200, with the exact ratio, if approved and effected at all, to be ~~held on January 19, 2017: This notice~~set within that range at the discretion of ~~meeting~~the board of directors and publicly announced by Exela during 2023, following approval at the ~~accompany~~Special Meeting (the “Reverse Stock Split”); however, it is expected that such determination and announcement shall promptly follow the Special Meeting to align with the timing of our requested exception from Nasdaq, as discussed further below. The proposed amendment to the COI reflecting the Reverse Stock Split is included in Annex A to this Proxy Statement. By approving this proposal, stockholders would give the board of directors the authority, but not the obligation, to effect the Reverse Stock Split and full discretion to approve the ratio at which shares of Common Stock will be reclassified, from and including a ratio of 1-for-100 and up to and including a ratio of 1-for-200. The ratio (if any) selected by the board of directors for the Reverse Stock Split would be publicly disclosed by Exela to the stockholders during 2023, following approval at the Special Meeting.

We are requesting stockholder approval to effect the Reverse Stock Split at a ratio of not less than 1-for-100 and not more than 1-for-200, with the exact ratio determined by the board of directors and publicly announced by Exela during 2023, following approval at the Special Meeting, to provide the board of directors with the flexibility to determine the appropriate ratio for the Reverse Stock Split based upon our financial results, long-term outlook, corporate strategy, market factors and our perception in the market. However, the board of directors reserves the right to elect not to proceed with the Reverse Stock Split, even if approved, and to abandon the Reverse Stock Split if it determines, in its sole discretion, that the Reverse Stock Split is no longer in the best interests of our stockholders. No further action by the stockholders will be required for the board of directors to either implement or abandon the Reverse Stock Split. For the avoidance of doubt, except as otherwise specified herein, all share and dollar amounts set forth in this proxy statement are ~~available at http://www.cstproxy.com/quinparioacquisitioncorpII/2017.~~

on a pre-Reverse Stock Split basis.

If the board of directors does not effect the Reverse Stock Split during 2023, any authority granted to the board of directors by our stockholders pursuant to this Proposal 1 will terminate.

~~QUINPARIO ACQUISITION CORP. 2~~Reasons for the Reverse Stock Split

~~12935 N. FORTY DRIVE, SUITE 201~~

~~ST. LOUIS, MO 63141~~

~~SPECIAL MEETING OF STOCKHOLDERS~~

~~TO BE HELD JANUARY 19, 2017~~

~~PROXY STATEMENT~~

Our Common Stock is publicly traded and listed on The ~~special meeting~~Nasdaq Capital Market under the symbol “XELA”.

On October 12, 2022, we received a letter from the Listing Qualifications Staff (the ~~“special meeting”~~“Staff”) of ~~stockholders~~Nasdaq notifying us that we were not in compliance with Nasdaq Listing Rule 5550(a)(2) (the “Rule”), as the minimum bid price for our listed securities was less than $1 for the previous 30 consecutive business days. Our Common Stock is listed on The Nasdaq Capital Market, which imposes, among other requirements, a minimum bid requirement

On January 5, 2023, we received notice from the Staff that as of ~~Quinpario Acquisition Corp.~~January 4, 2023, our securities had a closing bid price of $0.10 or less for eleven consecutive trading days triggering application of Nasdaq Listing Rule 5810(c)(3)(A)(iii) which states in part: if during any compliance period specified in Rule 5810(c)(3)(A) a Company’s security has a closing bid price of $0.10 or less for ten consecutive trading days, the Listing Qualifications Department shall issue a Staff Delisting Determination under Rule 5810 with respect to that security. As a result, we are at risk of being delisted from Nasdaq and have submitted a timely appeal to a Hearings Panel.

On March 2, 2023, we met with the Nasdaq Hearings Panel (the ~~“Company,” “we,” “us” or “our”~~“Panel”), and requested an exception through May 19, 2023, to evidence compliance with the minimum bid price and demonstrate compliance with all applicable requirements for continued listing on The Nasdaq Capital Market.

On March 14, 2023, we received a ~~Delaware corporation,~~decision from the Panel granting our requested exception to the Rule until May 19, 2023, by which point we must demonstrate compliance with the Rule. The exception granted by the Panel is expected to maintain the trading of our securities on Nasdaq until at least May 19, 2023, though there can be no assurances that we will ~~be held at 11:00 a.m. EDT~~remain listed on ~~January 19, 2017, at~~Nasdaq through such date.

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The board of directors has authorized the ~~offices~~resolution to seek stockholder approval to effect the Reverse Stock Split because we believe that the Reverse Stock Split will make our Common Stock more attractive to a broader range of institutional and other investors and to satisfy The Nasdaq Capital Market’s continued listing requirements. It is our understanding that the current market price of our Common Stock may affect its acceptability to certain institutional investors, professional investors and other members of the ~~Company’s counsel Graubard Miller, 405 Lexington Avenue, 11~~^th ~~Floor, New York, New York 10174, for~~investing public. It is also our understanding that many brokerage houses and institutional investors have internal policies and practices that either prohibit them from investing in low-priced stocks or tend to discourage individual brokers from recommending low-priced stocks to their customers. In addition, some of those policies and practices may function to make the ~~sole purpose~~processing of ~~considering and voting upon the following proposal:~~

●

a proposal to amend (the “Extension Amendment”) the Company’s amended and restated certificate of incorporation (the “charter”) to extend the date by which the Company has to consummate a business combination (the “Extension”) from January 22, 2017 to July 24, 2017 (the “Extended Date”).

~~The purpose~~trades in low-priced stocks economically unattractive to brokers. Moreover, because brokers’ commissions on low-priced stocks generally represent a higher percentage of the ~~Extension Amendment is to allow~~stock price than commissions on higher-priced stocks, the ~~Company more time to complete an initial business combination.~~

~~The holders~~current average price per share of our Common Stock can result in individual stockholders paying transaction costs representing a higher percentage of their total share value than would be the case if the share price were substantially higher. However, some investors may view the Reverse Stock Split negatively because it reduces the number of shares of ~~common stock issued~~Common Stock available in the ~~Company’s initial~~ public ~~offering (the “IPO”,~~market.

Reducing the number of outstanding shares of our Common Stock through the Reverse Stock Split is intended, absent other factors, to increase the per share market price of our Common Stock. However, other factors, such as our financial results, market conditions, long-term outlook, corporate strategy and ~~such shares sold in~~ the ~~IPO are referred to as~~market perception of our business may adversely affect the ~~“public shares”) who vote either for or against the Extension Amendment may elect to convert their public shares into their pro rata portion~~market price of the funds held in the trust account established at the time of the IPO (the “trust account”) if the Extension is implemented (the “Conversion”). Additionally, holders of public shares who do not vote at all at the special meeting would retain their current right of automatic redemption on January 22, 2017 even if the amendment is adopted and their shares will be redeemed on such date.

~~Approval of the Extension Amendment is~~our Common Stock. As a condition to the implementation of the Extension. In addition, we will not proceed with the Extension if we do not have at least $5,000,001 of net tangible assets following approval of the Extension Amendment proposal, after taking into account the Conversion and holders who do not vote on the Extension Amendment proposal.

If the Extension Amendment is approved, the amount remaining in the trust account may be only a small fraction of the approximately $350 million that was in the trust account as of December 27, 2016. In such event, the Company may need to obtain additional funds to complete a business combination andresult, there can be no assurance that ~~such funds~~the Reverse Stock Split, if completed, will result in the intended benefits described above, that the market price of our Common Stock will increase following the Reverse Stock Split, that the market price of our Common Stock will not decrease in the future, or that our Common Stock will achieve a high enough price per share to permit its continued listing by Nasdaq.

Certain Risks Associated with the Reverse Stock Split

In evaluating the proposed Reverse Stock Split, the board of directors also took into consideration certain risks associated with reverse stock splits generally, including the negative perception of reverse stock splits held by some investors, analysts and other stock market participants, the fact that the stock price of some companies that have effected reverse stock splits has subsequently declined back to pre-reverse stock split levels, and the risks described below.

There can be no assurance that the total market capitalization of our Common Stock (the aggregate value of our Common Stock at the then market price) after the implementation of the Reverse Stock Split will be ~~available on terms acceptable~~equal to or greater than the total market capitalization before the Reverse Stock Split or that the per share market price of our Common Stock following the Reverse Stock Split will increase in proportion to the ~~parties or at all.~~

~~If the Extension Amendment proposal is not approved, as contemplated by our IPO prospectus and~~reduction in ~~accordance with our charter,~~we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including any interest but net of franchise and income taxes payable, divided by the number of ~~then~~shares of our Common Stock outstanding ~~public shares, which redemption~~before the Reverse Stock Split.

There can be no assurance that the market price per share of our Common Stock after the Reverse Stock Split will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subjectremain unchanged or increase in proportion to the ~~approval~~reduction in the number of shares of our ~~remaining stockholders and~~Common Stock outstanding before the Reverse Stock Split. For example, based on the closing price of our Common Stock on March 8, 2023, of $0.07 per share, if the board of directors ~~dissolve~~were to implement the Reverse Stock Split and ~~liquidate, subject (in the case~~utilize a ratio of ~~(ii) and (iii) above) to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law~~.

The Company’s initial stockholders prior to the IPO have waived their rights to participate in any liquidation distribution with respect to the 8,750,000 shares acquired by them prior to the IPO (“insider shares”). As a consequence of such waivers, a liquidating distribution will be made only with respect to the public shares. There will be no distribution from the trust account with respect to the Company’s warrants, which will expire worthless in the event1-for-150, we ~~wind up.~~

If the Company liquidates, Quinpario Partners LLC, an affiliate of certain of the Company’s officers and directors, and Jeffry N. Quinn, the Company’s former chairman of the board, have agreed that they will be liable to pay debts and obligations to third parties or target businesses that are owed money by us for services rendered or contracted for or products sold to us in excess of the net proceeds of this offering not held in the trust account but only if, and to the extent, that the claims would otherwise reduce the amount in the trust account payable to its public stockholders in the event of a liquidation, and only if such a third party or prospective target business did not execute a valid and enforceable waiver. There is no assurance, however, that they will be able to satisfy those obligations. Based on the cash available to the Company outside of its trust account for working capital and the Company’s outstanding expenses owed to all creditors (both those that have signed trust fund waivers and those that have not), it is not anticipated that Quinpario Partners LLC or Mr. Quinn will have any indemnification obligations. Accordingly, regardless of whether an indemnification obligation exists, the per share liquidation price for the public shares is anticipated to be $10.00, plus interest. Nevertheless, the Company cannot assure you that the post-split market price of our Common Stock would be $10.50 (that is, $0.07 multiplied by 150) per share ~~distribution~~or greater. The market price of our Common Stock may fluctuate and potentially decline after the Reverse Stock Split.

Accordingly, the total market capitalization of our Common Stock after the Reverse Stock Split when and if approved and effected may be lower than the total market capitalization before the Reverse Stock Split. Moreover, in the future, the market price of our Common Stock following the Reverse Stock Split may not exceed or remain higher than the market price prior to the Reverse Stock Split.

If the Reverse Stock Split is approved and effected, the resulting per-share market price may not attract institutional investors or investment funds and may not satisfy the investing guidelines of such investors and, consequently, the trading liquidity of our Common Stock may not improve.

While the board of directors believes that a higher stock price may help generate investor interest, there can be no assurance that the Reverse Stock Split will result in a per-share market price that will attract

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institutional investors or investment funds or that such share price will satisfy the investing guidelines of institutional investors or investment funds. As a result, the trading liquidity of our Common Stock may not necessarily improve.

A decline in the market price of our Common Stock after the Reverse Stock Split is approved and effected may result in a greater percentage decline than would occur in the absence of the Reverse Stock Split.

If the Reverse Stock Split is approved and effected and the market price of our Common Stock declines, the percentage decline may be greater than would occur in the absence of the Reverse Stock Split.

The market price of our Common Stock will, however, also be based upon our performance and other factors, which are unrelated to the number of shares of Common Stock outstanding.

The effect of the Reverse Stock Split could make it harder to comply with certain Nasdaq listing requirements.

Following the effectiveness of any Reverse Stock Split approved by the stockholders, current stockholders will hold fewer shares of Common Stock, with such number of shares dependent on the specific ratio for the Reverse Stock Split. For example, if a 1-for-150 Reverse Stock Split is implemented, a “round-lot” stockholder owning an aggregate of 300 shares of Common Stock prior to the Reverse Stock Split would hold 2 shares of Common Stock following the Reverse Stock Split. This could ultimately lead to fewer round lot holders and jeopardize Exela’s ability to comply with Nasdaq’s listing requirements regarding round lot holders.

We are not currently in compliance with Nasdaq’s continued listing requirements. If we are unable to comply with Nasdaq’s continued listing requirements, our common stock could be delisted, which could affect the price of our Common Stock and liquidity and reduce our ability to raise capital.

Nasdaq has made a determination that we not currently in compliance with continued listing requirements and that our common stock is to be delisted. While we have filed a timely appeal to the Hearings Panel and requested an exception through May 19, 2023, which has been granted, we can provide no assurance that any such action taken by us would be successful, or would allow us to stabilize the market price or improve the liquidity of our common stock, prevent our common stock from dropping below the ~~trust account,~~Nasdaq minimum bid price requirement or prevent future noncompliance with Nasdaq’s listing requirements. Such a delisting or even notification of failure to comply with such requirements would likely have a negative effect on the price of our Common Stock and would impair your ability to sell or purchase our Common Stock when you wish to do so. Furthermore, if our Common Stock were delisted it could adversely affect our ability to obtain financing for the ~~Company liquidates,~~continuation of our operations and our ability to attract and retain employees by means of equity compensation and/or result in the loss of confidence by investors.

Because the number of authorized shares of our Common Stock will not be ~~less than $10.00, plus interest, due~~reduced proportionately, the reverse stock split will increase the Board’s ability to ~~unforeseen claims~~issue authorized and unissued shares without further stockholder action.

Because the number of ~~creditors.~~

~~Under the Delaware General Corporation Law (the “DGCL”), stockholders may be held liable for claims by third parties against a corporation to the extent~~authorized shares of distributions received by them in a dissolution. If the corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution.

~~However, because the Company~~our Common Stock will not be ~~complying with Section 280~~reduced proportionately, the reverse stock split will increase the Board’s ability to issue authorized and unissued shares without further stockholder action. Without taking into account the impact of the ~~DGCL, Section 281(b)~~proposed reverse stock split, we already have a substantial number of authorized but unissued shares of stock, the issuance of which would be dilutive to our existing stockholders and may cause a decline in the trading price of our Common Stock. With respect to authorized but unissued and unreserved shares, we could also use such shares to oppose a hostile takeover attempt or delay or prevent changes in control or changes in or removal of management. Other than the foregoing, there are no existing plans, arrangements or understandings relating to the issuance of any of the ~~DGCL requires us~~authorized, but unissued and unreserved shares, whether available as a result of the proposed reverse stock split or otherwise.

Effecting the Reverse Stock Split; Board Discretion to ~~adopt a plan,~~Implement Reverse Stock Split

If adopted by stockholders at the Special Meeting and the board of directors decides that it is in the best interests of Exela and our stockholders to file the proposed amendment to the COI to effect the Reverse

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Stock Split, the board of directors will establish an appropriate ratio for the Reverse Stock Split based on ~~facts known to us~~several factors existing at such time, ~~that~~Exela will ~~provide for our payment~~publicly announce the ratio selected by the board of ~~all existing~~directors and ~~pending claims or claims that may be potentially brought against us within the subsequent ten years. However, because~~ we ~~are a blank check company, rather than~~will subsequently file an operating company, and our operations have been and will continue to be limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from our vendors (such as lawyers, investment bankers, etc.) or prospective target businesses.

~~If the Extension Amendment proposal is approved, the Company will (i) remove from the trust account an amount (the “Withdrawal Amount”) equal~~amendment to the ~~pro rata portion of funds available~~COI, in the trust account relating to the converted public shares and any public shares that were not voted at all at the special meeting and (ii) deliver to the holders of such converted public shares or unvoted shares, as the case may be, their pro rata portion of the Withdrawal Amount. Subject to the next paragraph, 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 vote at the special meeting and do not convert their public shares now will retain their conversion rights and their ability to vote on a business combination through the Extended Date if the Extension Amendment is approved.

If the Extension Amendment is approved, the approval by holders that voted in favor of the Extension Amendment and did not elect to have their shares converted into a pro rata portion of the funds in the trust account will constitute their consent for the Company to remove from the trust account any interest earned on the funds held in the trust account related to their shares, net of taxes payable, for the Company’s working capital requirements. At the time the Extension Amendment becomes effective, the Company will also amend the trust account agreement to permit the withdrawal of this accumulated interest. Holders that voted and elected to convert their shares or that did not vote at all at the special meeting will still be paid their pro rata portion of the accumulated interest through the date of their conversion or redemption.

The record date for the special meeting is December 27, 2016. Record holders of shares of the Company’s common stock at the close of business on the record date are entitled to vote or have their votes cast at the special meeting. On the record date, there were 43,750,000 outstanding shares of Company common stock, including 35,000,000 outstanding public shares. The Company’s warrants do not have voting rights.

~~This proxy statement contains important information about the special meeting and the proposals. Please read it carefully and vote your shares.~~

~~This proxy statement is dated December 30, 2016 and is first being mailed to stockholders on or about that date.~~

~~QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING~~

These Questions and Answers are only summaries of the matters they discuss. They do not contain all of the information that may be important to you. You should read carefully the entire document, including the annexes to this proxy statement.

~~Why am I receiving this proxy statement?~~

A. The Company is a blank check company formed in 2014 for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities. In January 2015, the Company consummated its IPO from which it derived gross proceeds of $350,000,000. Like most blank check companies, our charter provides for the return of the IPO proceeds held in trust to the holders of shares of common stock sold in the IPO if there is no qualifying business combination(s) consummated on or before a certain date (in our case, January 22, 2017). The board of directors believes that it is in the best interests of the stockholders to continue the Company’s existence until the Extended Date in order to allow the Company more time to complete a business combination and is therefore submitting this proposal to the stockholders to vote upon.

~~What is being voted on?~~

~~A. You are being asked to vote on a proposal to amend the Company’s charter to extend the date by which the Company has to consummate a business combination to the Extended Date.~~

~~Approval of the Extension Amendment is a condition to the implementation of the Extension.~~

If the Extension is implemented, the Company will remove the Withdrawal Amount from the trust account, deliver to the holders of converted public shares or unvoted shares, as the case may be, the pro rata portion of the Withdrawal Amount and retain the remainder of the funds in the trust account for the Company’s use in connection with consummating a business combination on or before the Extended Date.

We will not proceed if we do not have at least $5,000,001 of net tangible assets following approval of the Extension Amendment proposal, after taking into account the Conversion and holders who do not vote on the Extension Amendment proposal.

If the Extension Amendment proposal is approved and the Extension is implemented, the removal of the Withdrawal Amount from the trust account will reduce the Company’s net asset value. The Company cannot predict the amount that will remain in the trust account if the Extension Amendment proposal is approved and the amount remaining in the trust account may be only a small fraction of the approximately $350 million that was in the trust account as of December 27, 2016. In such event, the Company 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 to the parties or at all.

~~If the Extension Amendment proposal is not approved,~~we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including any interest but net of franchise and income taxes payable, divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

The Company’s initial stockholders have waived their rights to participate in any liquidation distribution with respect to their insider shares. There will be no distribution from the trust account with respect to our warrants, which will expire worthless in the event we wind up. The Company will pay the costs of liquidation from its remaining assets outside of the trust account. If such funds are insufficient, Quinpario Partners LLC has agreed to advance it the funds necessary to complete such liquidation (currently anticipated to be no more than approximately $15,000) and has agreed not to seek repayment of such expenses.

~~Why is the Company proposing the Extension Amendment proposal?~~

A. The Company’s charter provides for the return of the IPO proceeds held in trust to the holders of shares of common stock sold in the IPO if there is no qualifying business combination(s) consummated on or before January 22, 2017. As we explain below, the Company will not be able to complete a business combination by that date.

Since the completion of the IPO, we have been dealing with many of the practical difficulties associated with the identification of an initial business combination target, negotiating business terms with potential targets, conducting related due diligence and obtaining the necessary audited financial statements. Commencing promptly upon completion of our IPO, we began to search for an appropriate business combination target. During the process, we relied on numerous business relationships and contacted investment bankers, private equity funds, consulting firms, and legal and accounting firms. Notwithstanding these efforts, we have not yet executed a definitive agreement to acquire a target business, and the Company will not be able to complete an initial business combination by the January 22, 2017 date.

The Company believes a business combination would be in the best interests of the Company’s stockholders, and because the Company will not be able to conclude a business combination within the permitted time period, the Company has determined to seek stockholder approval to extend the date by which the Company has to complete a business combination.

~~Accordingly, the Company’s board of directors is proposing the Extension Amendment to extend the Company’s corporate existence until the Extended Date and to allow for the Conversion.~~

		You are not being asked to vote on any proposed business combination at this time. If the Extension is implemented and you do not elect to convert your public shares, you will retain the right to vote on any proposed business combination when and if it is submitted to stockholders and the right to convert your public shares into a pro rata portion of the trust account in the event a proposed business combination is approved and completed or the Company has not consummated a business combination by the Extended Date.

Q.	*~~Why should I vote for the Extension Amendment?~~*	A. The Company’s board of directors believes stockholders will benefit from the Company consummating a business combination and is proposing the Extension Amendment to extend the date by which the Company has to complete a business combination until the Extended Date and to allow for the Conversion. The Extension would give the Company additional time to complete a business combination. Given the Company’s expenditure of time, effort and money on potential business combinations, circumstances warrant providing those who believe they might find a potential business combination to be an attractive investment with an opportunity to consider such a transaction, inasmuch as the Company is also affording stockholders who wish to convert their public shares as originally contemplated, the opportunity to do so as well. Accordingly, we believe that the Extension is consistent with the spirit in which the Company offered its securities to the public.

Q.	*~~How do the Company’s insiders intend to vote their shares?~~*	A. All of the Company’s directors, executive officers and their respective affiliates are expected to vote any common stock over which they have voting control (including any public shares owned by them) in favor of the Extension Amendment proposal. The Company’s directors, executive officers and their respective affiliates are not entitled to convert any shares in connection with the Extension Amendment. On the record date, the Company’s directors, executive officers and their affiliates beneficially owned and were entitled to vote 8,750,000 insider shares of Company common stock, representing approximately 20% of the Company’s issued and outstanding common stock. The Company’s directors, executive officers and their affiliates did not beneficially own any public shares as of such date. The Company’s directors, executive officers and their affiliates may choose to buy public shares in the open market and/or through negotiated private purchases. In the event that purchases do occur, the purchasers may seek to purchase shares from stockholders who would otherwise have voted against the Extension Amendment and/or elected to convert their shares. Any public shares held by or subsequently purchased by affiliates of the Company will be voted in favor of the Extension Amendment proposal.

Q.	*~~What vote is required to adopt the Extension Amendment?~~*	~~A. Approval of the Extension Amendment will require the affirmative vote of holders of at least 65% of the Company’s outstanding common stock on the record date.~~

Q.	*~~What if I don’t want to vote for the Extension Amendment proposal?~~*	A. If you do not want the Extension Amendment to be approved, you must abstain, not vote, or vote against the proposal. If the Extension Amendment is approved, and the Extension is implemented, then the Withdrawal Amount will be withdrawn from the trust account and paid to the converting or non-voting holders.

Q.	*~~Will you seek any further extensions to liquidate the trust account?~~*	~~A. Other than the extension until the Extended Date as described in this proxy statement, the Company does not currently anticipate seeking any further extension to consummate a business combination.~~

Q.	*~~What happens if the Extension Amendment is not approved?~~*	A. If the Extension Amendment is not approved, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including any interest but net of franchise and income taxes payable, divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Company’s initial stockholders waived their rights to participate in any liquidation distribution with respect to their insider shares. There will be no distribution from the trust account with respect to our warrants which will expire worthless in the event we wind up. The Company will pay the costs of liquidation from its remaining assets outside of the trust account, which it believes are sufficient for such purposes. If such funds are insufficient, Quinpario Partners LLC has agreed to advance the Company the funds necessary to complete such liquidation (currently anticipated to be no more than approximately $15,000) and has agreed not to seek repayment of such expenses.

Q.	*~~If the Extension Amendment proposal is approved, what happens next?~~*	A. If the Extension Amendment proposal is approved, the Company will have until the Extended Date to complete a business combination. The Company will remain a reporting company under the Securities Exchange Act of 1934 and its units, common stock and warrants will remain publicly traded. If the Extension Amendment proposal is approved, the removal of the Withdrawal Amount from the trust account will reduce the amount remaining in the trust account and increase the percentage interest of Company shares held by the Company’s officers, directors, initial stockholders and their affiliates. Additionally, the approval by holders that voted in favor of the Extension Amendment and did not seek to convert their shares will constitute their consent for the Company to remove from the trust account any interest earned on the funds held in the trust account related to their shares, net of taxes payable, for the Company’s working capital requirements. At the time the Extension Amendment becomes effective, the Company will also amend the trust account agreement to permit the withdrawal of this accumulated interest. Holders that voted and elected to convert their shares or that did not vote at all at the special meeting will still be paid their pro rata portion of the accumulated interest through the date of their conversion or redemption.

Q.	*~~Would I still be able to exercise my conversion rights if I vote against any subsequently proposed business combination?~~*	A. Unless you elect to convert your shares or do not vote at all at the special meeting, you will be able to vote on any subsequently proposed business combination when it is submitted to stockholders. If you disagree with the business combination, you will retain your right to convert your public shares upon consummation of a business combination in connection with the stockholder vote to approve the business combination, subject to any limitations set forth in the amended and restated certificate.

Q.	*~~How do I change my vote?~~*	A. If you have submitted a proxy to vote your shares and wish to change your vote, you may do so by delivering a later-dated, signed proxy card to the Company’s secretary prior to the date of the special meeting or by voting in person at the special meeting. Attendance at the special meeting alone will not change your vote. You also may revoke your proxy by sending a notice of revocation to the Company located at 12935 N. Forty Drive, Suite 201, St. Louis, MO 63141, Attn: Corporate Secretary.

Q.	*~~How are votes counted?~~*	A. Votes will be counted by the inspector of election appointed for the meeting, who will separately count “FOR” and “AGAINST” votes, abstentions and broker non-votes. The Extension Amendment proposal must be approved by the affirmative vote of at least 65% of the outstanding shares of common stock as of the record date. With respect to the Extension Amendment proposal, abstentions and broker non-votes will have the same effect as “AGAINST” votes. If your shares are held by your broker as your nominee (that is, 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. If you do not give instructions to your broker, your broker can vote your shares with respect to “discretionary” items, but not with respect to “non-discretionary” items. Discretionary items are proposals considered routine under the rules of the New York Stock Exchange applicable to member brokerage firms. These rules provide that for routine matters your broker has the discretion to vote shares held in street name in the absence of your voting instructions. On non-discretionary items for which you do not give your broker instructions, the shares will be treated as broker non-votes.

Q.	*~~If my shares are held in “street name,” will my broker automatically vote them for me?~~*	A. No. Your broker can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares. Your broker can tell you how to provide these instructions.

Q.	*~~What is a quorum requirement?~~*	A. A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if at least a majority of the outstanding shares of common stock on the record date are represented by stockholders present at the meeting or by proxy. 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 in person at the special meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, a majority of the votes present at the special meeting may adjourn the special meeting to another date.

Q.	*~~Who can vote at the special meeting?~~*	A. Only holders of record of the Company’s common stock at the close of business on December 27, 2016 are entitled to have their vote counted at the special meeting and any adjournments or postponements thereof. On this record date, 43,750,000 shares of 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 the Company’s transfer agent, Continental Stock Transfer & Trust Company, then you are a stockholder of record. As a stockholder of record, you may vote in person at the special meeting or vote by proxy. Whether or not you plan to attend the special meeting in person, 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 in person at the special meeting unless you request and obtain a valid proxy from your broker or other agent.

Q.	*~~Does the board recommend voting for the approval of the Extension Amendment?~~*	A. Yes. After careful consideration of the terms and conditions of this proposal, the board of directors of the Company has determined that the Extension Amendment is fair to and in the best interests of the Company and its stockholders. The board of directors recommends that the Company’s stockholders vote “FOR” the Extension Amendment.

Q.	*~~What interests do the Company’s directors and officers have in the approval of the proposals?~~*	A. The Company’s 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 insider shares and warrants that may become exercisable in the future, loans by them that will not be repaid in the event of our winding up and the possibility of future compensatory arrangements. See the section entitled “~~The Extension Amendment Proposal—Interests of the Company’s Directors and Officers~~.”

Q.	*~~What if I object to the Extension Amendment? Do I have appraisal rights?~~*	~~A. Company stockholders do not have appraisal rights in connection with the Extension Amendment under the DGCL.~~

Q.	*~~What happens to the Company’s warrants if the Extension Amendment is not approved?~~*	A. If the Extension Amendment is not approved, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including any interest but net of franchise and income taxes payable, divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In such event, your warrants will become worthless.

Q.	*~~What happens to the Company’s warrants if the Extension Amendment proposal is approved?~~*	A. If the Extension Amendment proposal is approved, the Company will continue to attempt to consummate a business combination until the Extended Date. The warrants, by their terms, will remain outstanding in accordance with their terms. The warrants will become exercisable upon the consummation of any business combination on or prior to the Extended Date.

Q.	*~~What do I need to do now?~~*	A. The Company urges 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 a Company 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.

Q.	*~~How do I vote?~~*	A. If you are a holder of record of Company common stock, you may vote in person at the special meeting or by submitting a proxy for the special meeting. Whether or not you plan to attend the special meeting in person, 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 in person if you have already voted by proxy. If your shares of Company common stock are held in “street name” by a broker or other agent, you have the right to direct your broker or other agent on how to vote the 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 in person at the special meeting unless you request and obtain a valid proxy from your broker or other agent.

Q.	*~~How do I convert my shares of Company common stock?~~*	A. If the Extension is implemented, each public stockholder may seek to convert his public shares for a pro rata portion of the funds available in the trust account, less any income taxes owed on such funds but not yet paid. To demand conversion, you must check the box on the proxy card provided for that purpose and return the proxy card in accordance with the instructions provided, and, at the same time, elect either to physically tender your stock certificates to Continental Stock Transfer & Trust Company, the Company’s transfer agent, at Continental Stock Transfer & Trust Company, 17 Battery Place, New York, New York 10004, Attn: Mark Zimkind,~~mzimkind@continentalstock.com~~, prior to the vote for the Extension Amendment or to deliver your shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, which election would likely be determined based on the manner in which you hold your shares. You will only be entitled to receive cash in connection with a conversion of these shares if you continue to hold them until the effective date of the Extension and Conversion.

Q.	*~~What should I do if I receive more than one set of voting materials?~~*	A. 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.

Q.	*~~Who is paying for this proxy solicitation?~~*	A. The Company will pay for the entire cost of soliciting proxies. 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.

Q.	*~~Who can help answer my questions?~~*	~~A. 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:~~ ~~Quinpario Acquisition Corp. 2~~ ~~12935 N. Forty Drive, Suite 201~~ ~~St. Louis, MO 63141~~ ~~Attn: D. John Srivisal~~ ~~Telephone: (314) 548-6200~~ or ~~Morrow Sodali~~ ~~470 West Avenue~~ ~~Stamford CT 06902~~ ~~Tel: (800) 662-5200 or banks and brokers can call collect at (203) 658-9400~~ ~~Email:QPAC.info@morrowsodali.com~~ ~~You may also obtain additional information about the Company from documents filed with the SEC by following the instructions in the section entitled “~~~~Where You Can Find More Information~~.”

~~FORWARD-LOOKING STATEMENTS~~

We believe that some of the information in this proxy statement constitutes forward-looking statements. You can identify these statements by forward-looking words such as “may,” “expect,” “anticipate,” “contemplate,” “believe,” “estimate,” “intends,” and “continue” or similar words. You should read statements that contain these words carefully because they:

●

~~discuss future expectations;~~

●

~~contain projections of future results of operations or financial condition; or~~

●

~~state other “forward-looking” information.~~

We believe it is important to communicate our expectations to our stockholders. However, there may be events in the future that we are not able to predict accurately or over which we have no control. The cautionary language discussed in this proxy statement provide examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations described by us in such forward-looking statements, including, among other things, claims by third parties against the trust account, unanticipated delays in the distribution of the funds from the trust account and the Company’s ability to finance and consummate a business combination following the distribution of funds from the trust account. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this proxy statement.

All forward-looking statements included herein attributable to the Company or any person acting on the Company’s behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except to the extent required by applicable laws and regulations, the Company undertakes no obligation to update these forward-looking statements to reflect events or circumstances after the date of this proxy statement or to reflect the occurrence of unanticipated events.

~~BACKGROUND~~

We are a Delaware company incorporated on July 15, 2014 for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities.

On January 22, 2015, we consummated our IPO of 35,000,000 units, with each unit consisting of one share of common stock and one warrant to purchase one share of common stock. The units were sold at an offering price of $10.00 per unit, generating gross proceeds of $350,000,000.

Prior to our IPO, our officers, directors and their affiliates purchased an aggregate of 8,750,000 insider shares from us for an aggregate purchase price of $25,000, and simultaneously with the consummation of the IPO, the insiders purchased an aggregate of 18,000,000 warrants (the “private warrants”) for an aggregate purchase price of $9,000,000. The net proceeds of the IPO plus the proceeds of the sale of the private warrants were deposited in the trust account. As of the record date, the Company had approximately $350,000,000 of cash in the trust account.

~~The mailing address of the Company’s principal executive office is 12935 N. Forty Drive, Suite 201, St. Louis, MO 63141, and its telephone number is (314) 548-6200.~~

~~THE EXTENSION AMENDMENT PROPOSAL~~

~~The Extension Amendment~~

The Company is proposing to amend its charter to extend the date by which the Company has to consummate a business combination to the Extended Date so as to give the Company more time to complete an initial business combination. Approval of the Extension Amendment is a condition to the implementation of the Extension. A copy of the proposed amendment to ~~the charter of the Company is~~COI attached ~~to this proxy statement as~~in Annex A.

All holders of the Company’s public shares, whether they vote for or against the Extension Amendment, are entitled to convert all or a portion of their public shares into their pro rata portion of the trust account, provided that the Extension is implemented. We will not proceed with the Extension if we do not have at least $5,000,001 of net tangible assets following approval of the Extension Amendment proposal, after taking into account the Conversion. Additionally, holders of public shares who do not vote at all at the special meeting would retain their current right of automatic redemption on January 22, 2017 even if the amendment is adopted and their shares will be redeemed on such date.

A. The Company estimates that the per-share pro rata portion of the trust account will be approximately $10.02 at the time of the special meeting. The closing price of the Company’s common stock on December 27, 2016 was $9.95. Accordingly, if the market price were to remain the same until the date of the meeting, exercising conversion rights would result in a public stockholder receiving $0.07 more than if he sold his stock in the open market. The Company cannot assure stockholders that they will be able to sell their shares of Company common stock in the open market, even if the market price per share is higher than the conversion price stated above, as there may not be sufficient liquidity in its securities when such stockholders wish to sell their shares.

If the Extension Amendment is approved, the approval by holders that voted in favor of the Extension Amendment and did not seek to convert their shares will constitute their consent for the Company to remove from the trust account any interest earned on the funds held in the trust account, net of taxes payable, for the Company’s working capital requirements. At the time the Extension Amendment becomes effective, the Company will also amend the trust account agreement to permit the withdrawal of this accumulated interest. Holders that voted and elected to convert their shares or that did not vote at all at the special meeting will still be paid their pro rata portion of the accumulated interest through the date of their conversion.

~~If the Extension Amendment proposal is not approved,~~we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including any interest but net of franchise and income taxes payable, divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors ~~dissolve~~will consider, among other factors, prevailing market conditions, the likely effect of the Reverse Stock Split on the trading price of our Common Stock and ~~liquidate, subject (in the case of (ii) and (iii) above) to~~on our ~~obligations under Delaware law to provide for claims of creditors~~compliance with applicable Nasdaq listing requirements, and the ~~requirements of other applicable law~~.

~~Reasons for the Proposal~~

~~The Company’s IPO prospectus~~marketability and charter provided that the Company had until January 22, 2017 to complete a business combination. The Company and its officers and directors agreed that it would not seek to amend the Company’s charter to allow for a longer period of time to complete a business combination unless it provided dissenting holders of public shares with the right to seek conversion of their public shares in connection therewith. The Company has determined that it will not be able to consummate a business combination by January 22, 2017. Accordingly, the Company is proposing the Extension Amendment proposal to allow for a longer period of time to complete a business combination and comply with the IPO prospectus.

~~If the Extension Amendment Proposal Is Not Approved~~

~~If the Extension Amendment is not approved,~~we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including any interest but net of franchise and income taxes payable, divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approvalliquidity of our ~~remaining stockholders and our~~Common Stock. The board of directors ~~dissolve and liquidate, subject (in~~will also determine the ~~case of (ii) and (iii) above)~~appropriate timing for filing the amendment to our ~~obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law~~.

The Company’s initial stockholders have waived their rights to participate in any liquidation distribution with respect to their insider shares. There will be no distribution from the trust account with respect to the Company’s warrants which will expire worthless in the event we wind up. The Company will pay the costs of liquidation from its remaining assets outside of the trust account. If such funds are insufficient, Quinpario Partners LLC has agreed to advance it the funds necessary to complete such liquidation (currently anticipated to be no more than approximately $15,000) and has agreed not to seek repayment of such expenses.

~~If the Extension Amendment Is Approved~~

~~If the Extension Amendment is approved, the Company will file an amendment to the charter~~COI with the Secretary of State of the State of Delaware to effect the Reverse Stock Split. If, for any reason, the board of directors deems it advisable, the board of directors in its sole discretion, may abandon the ~~form of~~~~Annex A~~ ~~hereto to extend the~~Reverse Stock Split at any time it has to complete a business combination until the Extended Date. The Company will then continue to work to consummate a business combination by the Extended Date. The Company will remain a reporting company under the Securities Exchange Act of 1934 and its units, common stock and warrants will remain publicly traded. The warrants will remain outstanding in accordance with their terms. The warrants, by their terms, become exercisable upon the consummation of any business combination on or prior to the ~~Extended Date.~~

You are not being asked to vote on any proposed business combination at this time. If the Extension is implemented and you do not elect to convert your public shares, you will retain the right to vote on any proposed business combination when and if it is submitted to stockholders and the right to convert your public shares into a pro rata portion of the trust account in the event the proposed business combination is approved and completed or the Company has not consummated a business combination by the Extended Date.

If the Extension Amendment proposal is approved, and the Extension is implemented, the removal of the Withdrawal Amount from the trust account will reduce the Company’s net asset value. The Company cannot predict the amount that will remain in the trust account if the Extension Amendment proposal is approved, and the amount remaining in the trust account may be only a small fraction of the approximately $350 million that was in the trust account as of December 27, 2016. However, we will not proceed if we do not have at least $5,000,001 of net tangible assets following approval of the Extension Amendment proposal, after taking into account the Conversion and holders who do not vote on the Extension Amendment proposal.

~~Conversion Rights~~

If the Extension Amendment proposal is approved, and the Extension is implemented, each public stockholder may seek to convert his public shares for a pro rata portion of the funds available in the trust account, less any taxes owed on such funds but not yet paid.

To demand conversion, you must check the box on the proxy card provided for that purpose and return the proxy card in accordance with the instructions provided, and, at the same time, elect either to physically tender your stock certificates to Continental Stock Transfer & Trust Company, the Company’s transfer agent, at Continental Stock Transfer & Trust Company, 17 Battery Place, New York, New York 10004, Attn: Mark Zimkind, Mzimkind@continentalstock.com, prior to the vote for the Extension Amendment or to deliver your shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System. You will only be entitled to receive cash in connection with a conversion of these shares if you continue to hold them until the effective date of the Extension Amendment and Conversion. The requirement for physical or electronic delivery prior to the vote at the special meeting ensures that a converting holder’s election is irrevocable once the Extension Amendment is approved. In furtherance of such irrevocable election, stockholders making the election will not be able to tender their shares after the vote at the special meeting.

Through the DWAC system, this electronic delivery process can be accomplished by the stockholder, whether or not it is a record holder or its shares are held in “street name,” by contacting the transfer agent or its broker and requesting delivery of its shares through the DWAC system. Delivering shares physically may take significantly longer. In order to obtain a physical stock certificate, a stockholder’s broker and/or clearing broker, DTC, and the Company’s transfer agent will need to act together to facilitate this request. There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker $45 and the broker would determine whether or not to pass this cost on to the redeeming holder. It is the Company’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. The Company does not have any control over this process or over the brokers or DTC, and it may take longer than two weeks to obtain a physical stock certificate. Such stockholders will have less time to make their investment decision than those stockholders that deliver their shares through the DWAC system. Stockholders who request physical stock certificates and wish to convert may be unable to meet the deadline for tendering their shares before exercising their conversion rights and thus will be unable to convert their shares.

Certificates that have not been tendered in accordance with these procedures prior to the vote for the Extension Amendment will not be converted into a pro rata portion of the funds held in the trust account. In the event that a public stockholder tenders its shares and decides prior to the vote at the special meeting that it does not want to convert its shares, the stockholder may withdraw the tender. If you delivered your shares for conversion to our transfer agent and decide prior to the vote at the special meeting not to convert your shares, you may request that our transfer agent return the shares (physically or electronically). You may make such request by contacting our transfer agent at address listed above. In the event that a public stockholder tenders shares and the Extension Amendment is not approved or is abandoned, these shares will not be converted and the physical certificates representing these shares will be returned to the stockholder promptly following the determination that the Extension Amendment will not be approved or will be abandoned. The Company anticipates that a public stockholder who tenders shares for conversion in connection with the vote to approve the Extension Amendment would receive payment of the conversion price for such shares soon after the completion of the Extension Amendment. The transfer agent will hold the certificates of public stockholders that make the election until such shares are converted for cash or returned to such stockholders.

If properly demanded, the Company will convert each public share for a pro rata portion of the funds available in the trust account, less any income taxes owed on such funds but not yet paid, calculated as of two days prior to the filingeffectiveness of the amendment to the charter. As of the record date, this would amount to approximately $10.02 per share. The closing price of the Company’s common stock on December 27, 2016 was $9.95. Accordingly, if the market price were to remain the same until the date of the meeting, exercising conversion rights would result in a public stockholder receiving $0.07 more than if he sold his stock in the open market.

If you exercise your conversion rights, you will be exchanging your shares of the Company’s common stock for cash and will no longer own the shares. You will be entitled to receive cash for these shares only if you properly demand conversionour COI, without further action by ~~tendering your stock certificate(s) to~~our stockholders. Assuming the Company’s transfer agent prior to the vote for the Extension Amendment. If the Extension Amendment is not approved or if it is abandoned, these shares will be redeemed in accordance with the terms of the charter promptly following the meeting as described elsewhere herein.

~~The Special Meeting~~

~~Date, Time and Place~~~~. The special meeting of the Company’s stockholders will be held at 11:00 a.m., EDT on January 19, 2017, at the offices of the Company’s counsel, Graubard Miller, at 405 Lexington Avenue, 11~~^th ~~Floor, New York, NY 10174.~~

~~Voting Power; Record Date~~. You will be entitled to vote or direct votes to be cast at the special meeting, if you owned Company common stock at the close of business on December 27, 2016, the record date for the special meeting. At the close of business on the record date, there were 43,750,000 outstanding shares of Company common stock each of which entitles its holder to cast one vote per proposal. Company warrants do not carry voting rights.

If you do not want the Extension Amendment approved, you must abstain, not vote, or vote against the Extension Amendment. If you want to obtain your pro rata portion of the trust account in the event the Extension is implemented, which will be paid shortly after the stockholder meeting which is scheduled for January 19, 2017, you must demand conversion of your shares.

~~Proxies; Board Solicitation~~~~. Your proxy is being solicited by the Company’s~~ board of directors ~~on the proposal to approve the Extension Amendment being presented to stockholders at the special meeting. No recommendation~~determines that it is being made as to whether you should elect to convert your shares. Proxies may be solicited in person or by telephone. If you grant a proxy, you may still revoke your proxy and vote your shares in person at the special meeting.

~~Required Vote~~

The affirmative vote by holders of at least 65% of the Company’s outstanding common stock voting for the Extension Amendment is required to approve the Extension Amendment. All of the Company’s directors, executive officers and their affiliates are expected to vote any common stock owned by them in favor of the Extension Amendment. On the record date, directors and executive officers of the Company and their affiliates beneficially owned and were entitled to vote 8,750,000 shares of Company common stock representing approximately 20.0% of the Company’s issued and outstanding common stock.

In addition, the Company’s directors, executive officers and their affiliates may choose to buy shares of Company public common stock in the open market and/or through negotiated private purchases. In the event that purchases do occur, the purchasers may seek to purchase shares from stockholders who would otherwise have voted against the Extension Amendment proposal and elected to convert their shares into a portion of the trust account. Any shares of Company public common stock purchased by affiliates will be voted in favor of the Extension Amendment proposal.

~~Interests of the Company’s Directors and Officers~~

When you consider the recommendation of the Company’s board of directors, you should keep in mind that the Company’s executive officers and members of the Company’s board of directors have interests that may be different from, or in addition to, your interests as a stockholder. These interests include, among other things:

●

If the Extension Amendment is not approved and we do not consummate a business combination by January 22, 2017 as contemplated by our IPO prospectus and in accordance with our charter, the 8,750,000 shares of common stock held by the Company’s officers, directors and affiliates and their permitted transferees, which were acquired prior to the IPO for an aggregate purchase price of $25,000, will be worthless (as the holders have waived liquidation rights with respect to such shares), as will the 18,000,000 warrants that were acquired simultaneously with the IPO for an aggregate purchase price of $9,000,000 (as they will expire). Such common stock and warrants had an aggregate market value of approximately $90,302,500 based on the last sale price of $9.95 and $0.18, respectively, on Nasdaq on December 27, 2016;

●

In connection with the IPO, Quinpario Partners LLC, an affiliate of certain of the Company’s executive officers, and Jeffry N. Quinn, the Company’s former chairman of the board, have agreed that they will be liable under certain circumstances to ensure that the proceeds in the trust account are not reduced by certain claims of target businesses or vendors or other entities that are owed money by the Company for services rendered, contracted for or products sold to the Company;

●

All rights specified in the Company’s charter relating to the right of officers and directors to be indemnified by the Company, and of the Company’s officers and directors to be exculpated from monetary liability with respect to prior acts or omissions, will continue after a business combination. If the business combination is not approved and the Company liquidates, the Company will not be able to perform its obligations to its officers and directors under those provisions;

●

None of the Company’s executive officers or directors has received any cash compensation for services rendered to the Company. All of the current members of the Company’s board of directors are expected to continue to serve as directors at least through the date of the special meeting and may continue to serve following any potential business combination and receive compensation thereafter;

●

The Company’s officers, directors, initial stockholders and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on the Company’s behalf, such as identifying and investigating possible business targets and business combinations. As described elsewhere in this proxy statement, if the Extension Amendment is approved, the Company will be able to utilize certain interest earned on the funds held in the trust account for working capital purposes. The Company may utilize such interest to repay the reimbursable out-of-pocket expenses. Although as of the record date, the Company’s officers, directors, initial stockholders and their affiliates had not incurred any unpaid reimbursable expense, they may incur such expenses in the future.

~~Board Recommendation~~

~~After careful consideration of all relevant factors, the Company’s board of directors determined that the Extension Amendment is fair to and~~ in the best interests of Exela and our stockholders to proceed with the ~~Company and its stockholders.~~

~~The Board of Directors recommends that you vote “FOR”~~Reverse Stock Split, the ~~Extension Amendment proposal. The Board of Directors expresses no opinion as to whether you should convert your public shares.~~

~~BENEFICIAL OWNERSHIP OF SECURITIES~~

~~The following table sets forth certain information regarding the beneficial ownership of the Company’s common stock~~Reverse Stock Split will be effective as of the ~~record~~ date ~~by:~~

●

~~each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock;~~

●

~~each of our officers, directors and senior advisors; and~~

●

~~all our officers and directors as a group.~~

~~As of the record date, there were a total of 43,750,000 shares of common stock (including 35,000,000 public shares). Unless otherwise indicated, all persons named~~and time set forth in the ~~table have sole voting and investment power with respect~~amendment to ~~all shares of common stock beneficially owned by them.~~

Name and Address of Beneficial Owner⁽¹⁾ Amount and Nature of Beneficial Ownership Percent of Class

Jeffry N. Quinn 8,254,910 ⁽²⁾ 18.87 %

Paul J. Berra, III 0 ⁽³⁾ 0 %

D. John Srivisal 0 ⁽³⁾ 0 %

A. Craig Ivey 0 ⁽³⁾ 0 %

Edgar G. Hotard 50,000 *

W. Thomas Jagodinski 50,000 *

Ilan Kaufthal 50,000 *

Roberto Mendoza 50,000 *

Dr. John Rutledge 50,000 *

Shlomo Yanai 50,000 *

Quinpario Partners 2, LLC 8,254,910 18.87 %

All directors and executive officers as a group (10 individuals) 8,554,910 19.55 %

BlueMountain Capital Management, LLC⁽⁴⁾
3,443,088 7.89 %

TD Asset Management, Inc.⁽⁵⁾
3,359,100 7.68 %

Fir Tree Inc.⁽⁶⁾
2,610,000 6.0 %

Deutsche Bank AG⁽⁷⁾
3,027,926 6.92 %

AQR Capital Management, LLC⁽⁸⁾
3,500,000 7.58 %

Weiss Asset Management LP⁽⁹⁾
3,824,400 8.74 %

* Less than one percent.

~~(1)~~

~~Unless otherwise indicated, the business address of each of the individuals is 12935 N. Forty Drive, Suite 201, St. Louis, MO 63141.~~

~~(2)~~

Represents shares held by Quinpario Partners 2, LLC, our sponsor. Quinpario Partners LLC is the managing member of Quinpario Partners 2, LLC. Jeffry N. Quinn, our former Chairman of the Board, is the sole managing member of Quinpario Partners LLC. Consequently, Mr. Quinn may be deemed the beneficial owner of the securities held by our sponsor and has sole voting and dispositive control over such securities. Mr. Quinn disclaims beneficial ownership over any securities owned by our sponsor in which he does not have any pecuniary interest.

~~(3)~~

~~Does not include any shares indirectly owned by this individual as a result of his membership interest in our sponsor.~~

~~(4)~~

~~The business address of BlueMountain Capital Management, LLC is 280 Park Avenue, 12~~^th~~Floor, New York, NY 10017. Information derived from a Schedule 13G filed on February 6, 2015.~~

~~(5)~~

The business address of TD Asset Management Inc. is Canada Trust Tower, BCE Place, 161 Bay Street, 35th Floor, Toronto, Ontario, M5J 2T2. Information derived from a Schedule 13G filed on February 11, 2016.

~~(6)~~

~~The business address of Fir Tree Inc. is 505 Fifth Avenue, 23~~^rd ~~Floor, New York, NY 10017. Information derived from a Schedule 13G filed on February 16, 2016.~~

~~(7)~~

~~The business address of Deutsche Bank AG is Taunusanlage 12, 60325 Frankfurt am Main, Federal Republic of Germany. Information derived from a Schedule 13G filed on February 16, 2016.~~

~~(8)~~

~~The business address of AQR Capital Management, LLC is Two Greenwich Plaza, Greenwich, CT 06830. Information derived from a Schedule 13G filed on February 16, 2016.~~

~~(9)~~

~~The business address of Weiss Asset Management LP is 222 Berkeley St., 16th floor, Boston, Massachusetts 02116. Information derived from a Schedule 13G filed on August 17, 2016.~~

The holders of the insider shares outstanding prior to the Company’s IPO have agreed not to transfer, assign or sell any of the insider shares (except to certain permitted transferees) until (1) with respect to 80% of the insider shares, the earlier of one year after the date of the consummation of an initial business combination or if after 150 days after our initial business combination the closing price of the Company’s shares of common stock equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after an initial business combination, or earlier if, subsequent to an initial business combination, the Company consummates a liquidation, merger, share exchange or other similar transaction which results in all of the Company stockholders having the right to exchange their shares for cash, securities or other property, and (2) with respect to the remaining 20% of the insider shares, the date of the consummation of an initial business combination.

If the Company is unable to effect a business combination and must liquidate the trust account, none of the initial stockholders will receive any portion of the liquidation proceeds with respect to their insider shares.

~~STOCKHOLDER PROPOSALS~~

If the Extension Amendment proposal is approved, the Company’s 2017 annual meeting of stockholders will likely be held on or about July 20, 2017, unless the date is changed by the Company’s board of directors. If you are a stockholder and you want to include a proposal in the proxy statement for the year 2017 annual meeting, you need to provide it to the Company by no later than approximately February 21, 2017. You should direct any proposals to the Company’s secretary at the Company’s principal office. If you are a stockholder and you want to present a matter of business to be considered or nominate a director to be elected at the year 2017 annual meeting, under the Company’s bylaws you must give timely notice of the matter or the nomination, in writing, to the Company’s secretary. To be timely, the notice has to be given between 60 and 90 days before the annual meeting date (or between April 21, 2017 and May 10, 2017, if the 2017 annual meeting is held on July 20, 2017).

~~If the Extension Amendment proposal is not approved, there will be no annual meeting in 2017.~~

~~DELIVERY OF DOCUMENTS TO STOCKHOLDERS~~

Pursuant to the rules of the SEC, the Company and its agents that deliver communications to its stockholders are permitted to deliver to two or more stockholders sharing the same address a single copy of the Company’s proxy statement. Upon written or oral request, the Company will deliver a separate copy of the proxy statement to any stockholder at a shared address who wishes to receive separate copies of such documents in the future. Stockholders receiving multiple copies of such documents may likewise request that the Company deliver single copies of such documents in the future. Stockholders may notify the Company of their requests by calling or writing the Company at the Company’s principal executive offices at 12935 N. Forty Drive, Suite 201, St. Louis, MO 63141.

~~WHERE YOU CAN FIND MORE INFORMATION~~

The Company files reports, proxy statements and other information with the SEC as required by the Securities Exchange Act of 1934, as amended. You may read and copy reports, proxy statements and other information filed by the Company with the SEC at its public reference room located at 100 F Street, N.E., Washington, D.C. 20549-1004. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. You may also obtain copies of the materials described above at prescribed rates by writing to the SEC, Public Reference Section, 100 F Street, N.E., Washington, D.C. 20549-1004. The Company files its reports, proxy statements and other information electronically with the SEC. You may access information on the Company at the SEC website containing reports, proxy statements and other information at http://www.sec.gov. This proxy statement describes the material elements of relevant contracts, exhibits and other information attached as annexes to this proxy statement. Information and statements contained in this proxy statement are qualified in all respects by reference to the copy of the relevant contract or other document included as an annex to this document.

~~This proxy statement contains important business and financial information about us~~COI that is ~~not included in or delivered~~filed with this document. You may obtain this additional information, or additional copies of this proxy statement, at no cost, and you may ask any questions you may have about the Extension Amendment by contacting us at the following address, telephone number or facsimile number:

~~Quinpario Acquisition Corp. 2~~

~~12935 N. Forty Drive, Suite 201~~

~~St. Louis, MO 63141~~
~~Tel: (314) 548-6200~~

~~In order to receive timely delivery of the documents in advance of the special meeting, you must make your request for information no later than January 9, 2017.~~

~~ANNEX A~~

~~PROPOSED AMENDMENT~~

~~TO THE~~

~~AMENDED AND RESTATED~~

~~CERTIFICATE OF INCORPORATION~~

~~QUINPARIO ACQUISITION CORP. 2~~

~~Pursuant to Section 245 of the~~

~~Delaware General Corporation Law~~

~~The undersigned, being a duly authorized officer of~~~~QUINPARIO ACQUISITION CORP. 2~~~~(the “Corporation”), a corporation existing under the laws of the State of Delaware, does hereby certify as follows:~~

~~1. The name of the Corporation is Quinpario Acquisition Corp. 2.~~

~~2. The Corporation’s Certificate of Incorporation was filed in the office of~~ the Secretary of State of the State of Delaware (the “Effective Time”).

At the Effective Time, without any further action on ~~July 15, 2014,~~the part of Exela or our stockholders, the outstanding shares of Common Stock held by stockholders of record as of the Effective Time will be reclassified and ~~an Amended~~combined into a lesser number of shares of Common Stock based on the ratio selected by the board of directors and ~~Restated Certificate~~publicly announced by the Company. For example, if the board of ~~Incorporation was filed~~directors approves a ratio of 1-for-150, a stockholder who holds 1,500 shares of Common Stock as of the Effective Time will hold 10 shares of Common Stock following the Reverse Stock Split.

Effect on Outstanding Shares, Options, and Certain Other Securities

If the Reverse Stock Split is adopted and effected, the number of shares of our Common Stock owned by each stockholder will be reduced in the ~~office~~same proportion as the reduction in the total number of shares outstanding, such that the percentage of our Common Stock owned by each stockholder will remain unchanged, except for any de minimis change resulting from the treatment of any fractional shares that such stockholder would have received as a result of the ~~Secretary~~Reverse Stock Split. The number of ~~State~~shares of Common Stock that may be received upon conversion, exercise or exchange, as the ~~State~~case may be, of ~~Delaware on January 15, 2015.~~

~~3. This Amendment to~~outstanding options or other securities convertible into, or exercisable or exchangeable for, shares of our Common Stock, and the ~~Amended and Restated Certificate of Incorporation amends the Amended and Restated Certificate of Incorporation of the Corporation.~~

4. This Amendment to the Amended and Restated Certificate of Incorporation was duly adopted by the affirmative vote of the holders of at least 65% of the stock entitled to vote at a meeting of stockholdersexercise or conversion prices for these securities, will also be adjusted in accordance with ~~ARTICLE SIXTH~~their terms, as of the ~~Amended~~Effective Time.

Effect on Registration and ~~Restated Certificate~~Stock Trading

Our Common Stock is currently registered under Section 12(b) of ~~Incorporation~~the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and we are subject to the periodic reporting and other requirements of the Exchange Act. The proposed Reverse Stock Split will not affect the registration of our Common Stock under the Exchange Act. If the Reverse Stock Split is approved and effected, our Common Stock will receive a new CUSIP number.

Mechanics of Reverse Split

If this Proposal 1 is approved by the stockholders at the Special Meeting and the ~~provisions~~board of ~~Sections 242~~directors decides that it is in the best interests of Exela and ~~245~~our stockholders to effect the Reverse Stock Split, our stockholders will be notified of the ratio for the Reverse Stock Split selected by the board of directors and that the Reverse Stock Split has been approved and effected. The mechanics of the Reverse Stock Split will differ depending upon whether a stockholder holds its shares of Common Stock in brokerage accounts or “street name” or whether the shares are registered directly in a stockholder’s name and held in book-entry form.

•

Our stockholders who hold shares of Common Stock in “street name” through a nominee (such as a bank or broker) will be treated in the same manner as stockholders whose shares are registered in their names, and nominees will be instructed to effect the Reverse Stock Split for their beneficial holders. However, nominees may have different procedures for processing the reverse stock split and stockholders holding shares in “street name” are encouraged to contact their nominees.

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•

Our registered stockholders may hold some or all of their shares of Common Stock electronically in book-entry form under the direct registration system for securities. These stockholders will not have stock certificates evidencing their ownership of our Common Stock. They are, however, provided with a statement reflecting the number of shares registered in their accounts. Stockholders holding registered shares of our Common Stock in book-entry form need not take any action to receive post-Reverse Stock Split shares as a transaction statement will automatically be sent to the stockholder’s address of record indicating the number of shares held.

Treatment of Fractional Shares

Stockholders who would otherwise hold fractional shares because the number of shares of Common Stock they hold before the Reverse Stock Split is not evenly divisible, based on the Reverse Stock Split ratio approved by our board of directors, will be entitled to receive cash (without interest or deduction) in lieu of such fractional shares from our transfer agent, upon receipt by our transfer agent of a properly completed and duly executed transmittal letter and, in an amount per share equal to the product obtained by multiplying (a) the closing price per share of our Common Stock on the effective date for the Reverse Stock Split as reported on the Nasdaq Stock Market, after giving effect to the Reverse Stock Split, by (b) the fraction of the share owned by the stockholder, without interest. The ownership of a fractional share interest will not give the holder any voting, dividend or other rights, except to receive the above-described cash payment.

Effect on Authorized but Unissued Shares of Capital Stock

Currently, we are authorized to issue up to a total of 1,600,000,000 shares of Common Stock, of which 1,159,583,529 shares were issued and outstanding as of the Record Date and 20,000,000 shares of Preferred Stock, of which 6,808,011 shares were issued and outstanding as of the Record Date (consisting of 2,778,111 Series A Perpetual Convertible Preferred Stock, 3,029,900 6.00% Series B Cumulative Convertible Perpetual Preferred Stock and Tandem Preferred Stock and 1,000,000 Special Voting Stock). The Reverse Stock Split, if approved and effected, will not have any effect on the authorized number of shares of our Common Stock or Preferred Stock.

Accounting Consequences

The Reverse Stock Split will not affect the par value of our Common Stock per share, which will remain $0.0001 par value per share. As a result, as of the Effective Time, the total of the stated capital attributable to Common Stock and the additional paid-in capital account on our balance sheet will not change due to the Reverse Stock Split. Reported per share net income or loss will be higher because there will be fewer shares of Common Stock outstanding.

No Going Private Transaction

Notwithstanding the decrease in the number of outstanding shares following the implementation of the Reverse Stock Split, the board of directors does not intend for this transaction to be the first step in a “going private transaction” within the meaning of Rule 13e-3 of the Exchange Act, and the implementation of the proposed Reverse Stock Split will not cause the Company to go private.

No Dissenters’ Rights

Under the General Corporation Law of the State of Delaware (the ~~“GCL”~~“DGCL”).

5. , stockholders will not be entitled to dissenters’ rights with respect to the proposed amendment to our COI to effect the Reverse Stock Split, and we do not intend to independently provide stockholders with any such right.

Reservation of Right to Abandon the Amendment to our COI

The ~~text~~board of directors reserves the right to abandon the proposed amendment to our COI described in this Proposal 1 without further action by our stockholders at any time before the Effective Time, even if stockholders approve this Proposal 1 at the Special Meeting. By voting in favor of the ~~introductory paragraph of ARTICLE SIXTH is hereby amended and restated to read in full as follows:~~

The introduction and the following provisions (A) through (H) of this Article Sixth shall apply during the period commencing upon the filing of this Certificate of Incorporation and terminating upon the consummation of any “Business Combination” and may not be amended prior to the consummation of a Business Combination unless holders of at least 65%adoption of the ~~then outstanding~~Reverse

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Stock Split, stockholders are also expressly authorizing the board of directors to determine not to proceed with, and abandon, the Reverse Stock Split if it should so decide.

Material U.S. Federal Income Tax Consequences of the Reverse Stock Split

The following discussion is a summary of the material U.S. federal income tax consequences of the proposed Reverse Stock Split to U.S. Holders (as defined below) of our Common ~~Stock approve such amendment. If~~Stock. This discussion is based on the ~~Corporation seeks to amend such provisions prior to~~Internal Revenue Code of 1986, as amended (the “Code”), U.S. Treasury Regulations promulgated thereunder, judicial decisions, and published rulings and administrative pronouncements of the consummation of a Business Combination, the Corporation will provide holders of IPO Shares (defined below) who do not approve of such amendment the opportunity to convert their IPO Shares into cash at the Conversion/Redemption Price (defined below); provided, however, that the calculation of such price shall be madeU.S. Internal Revenue Service (the “IRS”), in each case in effect as of the date of this proxy statement. These authorities may change or be subject to differing interpretations. Any such change or differing interpretation may be applied retroactively in a manner that could adversely affect a U.S. Holder. We have not sought and will not seek any rulings from the IRS regarding the matters discussed below and there can be no assurance the IRS or a court will not take a contrary position to that discussed below regarding the tax consequences of the proposed Reverse Stock Split.

For purposes of this discussion, a “U.S. Holder” is a beneficial owner of our Common Stock that, for U.S. federal income tax purposes, is or is treated as (i) an individual who is a citizen or resident of the United States; (ii) a corporation (or any other entity or arrangement treated as a corporation) created or organized under the laws of the United States, any state thereof, or the District of Columbia; (iii) an estate, the income of which is ~~two~~subject to U.S. federal income tax regardless of its source; or (iv) a trust if (1) its administration is subject to the primary supervision of a court within the United States and all of its substantial decisions are subject to the control of one or more “United States persons” (within the meaning of Section 7701(a)(30) of the Code), or (2) it has a valid election in effect under applicable U.S. Treasury regulations to be treated as a United States person.

This discussion is limited to U.S. Holders who hold our Common Stock as a “capital asset” within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all U.S. federal income tax consequences relevant to the particular circumstances of a U.S. Holder, including the impact of the Medicare contribution tax on net investment income. In addition, it does not address consequences relevant to U.S. Holders that are subject to special rules, including, without limitation, financial institutions, insurance companies, real estate investment trusts, regulated investment companies, grantor trusts, tax-exempt organizations, brokers, dealers or traders in securities, commodities or currencies, stockholders who hold our Common Stock as part of a position in a straddle or as part of a hedging, conversion or integrated transaction for U.S. federal income tax purposes, U.S. Holders that have a functional currency other than the U.S. dollar, or U.S. Holders who actually or constructively own 10% or more of our voting stock.

If a partnership (or other entity treated as a partnership for U.S. federal income tax purposes) is the beneficial owner of our Common Stock, the U.S. federal income tax treatment of a partner in the partnership will generally depend on the status of the partner and the activities of the partnership. Accordingly, partnerships (and other entities treated as partnerships for U.S. federal income tax purposes) holding our Common Stock and the partners in such entities should consult their own tax advisors regarding the U.S. federal income tax consequences of the proposed Reverse Stock Split to them.

In addition, the following discussion does not address the U.S. federal estate and gift tax, alternative minimum tax, or state, local and non-U.S. tax law consequences of the proposed Reverse Stock Split. Furthermore, the following discussion does not address any tax consequences of transactions effectuated before, after or at the same time as the proposed Reverse Stock Split, whether or not they are in connection with the proposed Reverse Stock Split.

Each stockholder should consult his, her or its own tax advisors concerning the particular U.S. federal tax consequences of the Reverse Stock Split, as well as the consequences arising under the laws of any other taxing jurisdiction, including any state, local or foreign income tax consequences.

The proposed Reverse Stock Split is intended to be treated as a “recapitalization” for U.S. federal income tax purposes pursuant to Section 368(a)(1)(E) of the Code. As a result, a U.S. Holder generally should not recognize gain or loss upon the proposed Reverse Stock Split for U.S. federal income tax purposes.

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A U.S. Holder’s aggregate adjusted tax basis in the shares of our Common Stock received pursuant to the proposed Reverse Stock Split should equal the aggregate adjusted tax basis of the shares of our Common Stock exchanged therefor. The U.S. Holder’s holding period in the shares of our Common Stock received pursuant to the proposed Reverse Stock Split should include the holding period in the shares of our Common Stock exchanged therefor. U.S. Treasury Regulations provide detailed rules for allocating the tax basis and holding period of shares of Common Stock surrendered in a recapitalization to shares received in the recapitalization. U.S. Holders of shares of our Common Stock acquired on different dates and at different prices should consult their tax advisors regarding the allocation of the tax basis and holding period of such shares.

A U.S. Holder that, pursuant to the proposed Reverse Stock Split, receives cash in lieu of a fractional share of our Common Stock should recognize capital gain or loss in an amount equal to the difference, if any, between the amount of cash received and the portion of the U.S. Holder’s aggregate adjusted tax basis in the shares of our Common Stock surrendered that is allocated to such fractional share. Such capital gain or loss will be short term if the pre-Reverse Stock Split shares were held for one year or less at the effective time of the Reverse Stock Split and long term if held for more than one year. No gain or loss will be recognized by us as a result of the proposed Reverse Stock Split.

Payments of cash made in lieu of a fractional share of our Common Stock may, under certain circumstances, be subject to information reporting and backup withholding. To avoid backup withholding, each holder of our Common Stock that does not otherwise establish an exemption should furnish its taxpayer identification number and comply with the applicable certification procedures. Backup withholding is not an additional tax and amounts withheld will be allowed as a credit against the holder’s U.S. federal income tax liability and may entitle such holder to a refund, provided the required information is timely furnished to the IRS. Holders of our Common Stock should consult their own tax advisors regarding the application of the information reporting and backup withholding rules to them.

The U.S. federal income tax discussion set forth above does not discuss all aspects of U.S. federal income taxation that may be relevant to a particular stockholder in light of such stockholder’s circumstances and income tax situation. Accordingly, we urge you to consult with your own tax advisor with respect to all of the potential U.S. federal, state, local and foreign tax consequences to you of the Reverse Stock Split.

Consequences if the Reverse Split is Not Approved

In the event that the Reverse Stock Split is not approved, there is a significant likelihood that we will be delisted from the Nasdaq Capital Market. If we are unable to achieve an increase in our stock price and our Common Stock is subsequently delisted, it could significantly and negatively affect our ability to obtain debt or equity financing in order to support Company operations.

Required Vote of Stockholders

The vote required to approve Proposal 1 is the affirmative vote of holders of a majority in voting power of the outstanding shares of Common Stock, Tandem Preferred Stock, and Special Voting Stock entitled to vote thereon, voting together as a single class. The holders of Common Stock have the right to cast one (1) vote per share of Common Stock on this proposal. The holders of Tandem Preferred Stock have the right to cast one (1) vote per share of Tandem Preferred Stock on this proposal. The holder of the Special Voting Stock has the right to cast 75,000 votes per share of Special Voting Stock on this proposal. The holder of the Special Voting Stock, GP-HGM LLC, has entered into a voting agreement, providing that it will vote all shares of Special Voting Stock on Proposal 1 (the Reverse Stock Split Proposal) in the same proportion as the votes cast on Proposal 1 (the Reverse Stock Split Proposal) by the holders of Common Stock and Tandem Preferred Stock (excluding abstentions). By way of example, if holders of 40% in voting power of the outstanding shares of Common Stock and Tandem Preferred Stock, voting together as a single class, attend the meeting and, of that 40%, holders of 80% in voting power of the shares of Common Stock and Tandem Preferred Stock present vote in favor of Proposal 1, and holders of 20% in voting power of the shares of Common Stock and Tandem Preferred Stock present vote against Proposal 1, then the holder of the Special Voting Stock vote will cause 80% of the voting power of the outstanding shares of Special Voting Stock to be voted in favor of Proposal 1 and 20% of the voting power of the Special Voting Stock to be voted against Proposal 1. The Special Voting Stock and the related voting agreement mean that the

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Reverse Stock Split Proposal could be approved if a majority in voting power of the shares of Common Stock and Tandem Preferred Stock, voting together as a single class, voting at the Annual Meeting vote in favor of the Reverse Stock Split Proposal, even if less than a majority in voting power of the outstanding shares of Common Stock and Tandem Preferred Stock, voting together as a single class, vote in favor of the Reverse Stock Split Proposal. Because the affirmative vote of holders of a majority in voting power of the outstanding shares of Common Stock, Tandem Preferred Stock, and Special Voting Stock entitled to vote thereon, voting together as a single class, is required for this proposal, abstentions will have the same effect as votes against this proposal. Broker non-votes will not occur in connection with this proposal because brokers, banks, trustees and other nominees have discretionary voting authority to vote shares on this proposal under stock exchange rules without specific instructions from the beneficial owner of such shares.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” PROPOSAL 1 TO ADOPT THE AMENDMENT TO EFFECT THE REVERSE STOCK SPLIT AT A RATIO OF NOT LESS THAN 1-FOR-100 AND NOT GREATER THAN 1-FOR-200, WITH THE EXACT RATIO, IF APPROVED AND EFFECTED AT ALL, TO BE SET WITHIN THAT RANGE AT THE DISCRETION OF THE BOARD OF DIRECTORS AND PUBLICLY ANNOUNCED BY THE COMPANY ON OR BEFORE THE EFFECTIVENESS OF THE REVERSE STOCK SPLIT, WITHOUT FURTHER APPROVAL OR AUTHORIZATION OF OUR STOCKHOLDERS

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PROPOSAL 2 — APPROVAL TO ADJOURN THE SPECIAL MEETING, IF NECESSARY,
TO SOLICIT ADDITIONAL PROXIES

Overview

The Adjournment Proposal, if adopted, will instruct the presiding officer of the Special Meeting to adjourn the Special Meeting, on one or more occasions, to a later date or dates to permit further solicitation of proxies. The Adjournment Proposal will only be presented to Exela’s stockholders in the event, based on the tabulated votes, there are not sufficient votes at the time of the Special Meeting to approve the Reverse Stock Split (Proposal 1).

Consequences if the Adjournment Proposal is Not Approved

If the Adjournment Proposal is not approved by Exela’s stockholders, the presiding officer of the Special Meeting has the power under the Bylaws of Exela to adjourn the Special Meeting to a later date in the event, based on the tabulated votes, there are not sufficient votes at the time of the Special Meeting to approve the Reverse Stock Split (Proposal 1). The effect of the Adjournment Proposal is to require the presiding officer to undertake this action, rather than to leave it to his or her discretion.

Required Vote of Stockholders

The vote required to approve Proposal 2 is the affirmative vote at the Special Meeting of the holders of a majority in voting power of the shares of our Common Stock and Tandem Preferred Stock represented in person or by proxy and entitled to vote thereat. Abstentions will have the effect of votes against the proposal.

The board of directors unanimously recommends that the stockholders vote “FOR” Proposal 2 to approve the Adjournment Proposal, without further approval or authorization of our stockholders.

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OWNERSHIP OF EQUITY SECURITIES

Principal Holders of Common Stock

Based upon public filings and other information available to the Company, as of March 8, 2023, the Company is not aware of any person who may be deemed to be a beneficial owner of 5% or more of the outstanding shares of Common Stock because they possessed or shared voting or investment power with respect to the shares of Common Stock.

Common Stock Ownership by Directors and Executive Officers

The following table presents the number of shares of Common Stock beneficially owned by the directors, the nominees for director, the named executive officers and all directors, nominees for director and named executive officers as a group as of March 8, 2023. Individuals have sole voting and dispositive power over the stock unless otherwise indicated in the footnotes.

Common as
Converted

Common %(1)

Par S. Chadha(2)

676,721

Sharon Chadha(3)

676,721

James G. Reynolds(4)

60,781

Martin P. Akins(5)

5,814

Marc A. Beilinson(6)

5,038

J. Coley Clark(7)

3,998

William L. Transier(8)

8,233

Ronald C. Cogburn(9)

8,961

Shrikant Sortur(10)

6,632

All directors, named executive officers and other executive officers as a group (13 persons)

809,700

Represents holdings of less than one percent.

(1)

Percent of class refers to percentage of class beneficially owned as the term “beneficial ownership” is defined in Rule 13d-3 under the Securities Exchange Act of 1934 and is based upon the 1,159,583,529 shares of Common Stock outstanding as of the Record Date. Shares of our Common Stock issuable upon exercise of options, warrants, vesting of restricted stock units or other rights or the conversion of other convertible securities beneficially owned that are exercisable or convertible within 60 days are deemed outstanding for the purpose of computing the percentage ownership of the person holding such securities and rights and all executive officers and directors as a group. For purposes of this table, Series A Perpetual Convertible Preferred Stock (“Series A Preferred Stock”) converting at a rate of 0.0267849 per share and 6.00% Series B Preferred Stock converting at a rate of 1.0265033 per share as of the Record Date and held by the applicable holder are reported on an as converted to Common Stock basis.

(2)

Mr. Chadha individually owns 70,921 shares. Mr. Chadha is a member of HGM (as defined below) or its affiliates and may be deemed to beneficially own the shares of Common Stock, Series A Preferred Stock and Series B Preferred Stock beneficially owned by HandsOn Global Management, LLC and its affiliates, including Adesi 234 LLC, HandsOn 3, LLC, HOF 2 LLC, and HOVS LLC (collectively, “HGM”) under Rule 13d-3. By virtue of his control of HGM, Mr. Chadha, may be deemed to beneficially own, and the table above reflects, shares of Common Stock attributable to HGM, in addition to 37,844 shares of Common Stock issuable upon conversion of 1,412,897 shares of the Series A Preferred Stock and 535,262 shares of the Series B Preferred Stock held by HGM. In addition, Mr. Chadha may also be deemed to beneficially own the shares beneficially owned by Mrs. Chadha, which shares are also included in his total in the table above.

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(3)

Mrs. Chadha individually owns 1,515 shares of Common Stock and is eligible to receive 1,515 shares upon vesting RSUs at the next annual meeting. Her shares may be deemed to be included in the numbers of shares attributed to Mr. Chadha due to their marriage (and have been included in his total above), and due to their marriage, Mrs. Chadha may be deemed to beneficially own the shares controlled by him, thus she reports the same number of shares as Mr. Chadha without duplication in the total.

(4)

Shares reported include shares issuable upon conversion of 114,770 shares of Series A Preferred Stock and 37,500 shares of Series B Preferred Stock. Except for any shares of common stock owned individually by Mr. Reynolds and vested options to purchase 2,590 shares of common stock, shares are held by SoNino LLC, which Mr. Reynolds controls.

(5)

Shares reported include shares issuable upon conversion of 1,270 shares of Series B Preferred Stock. Mr. Akins owns certain shares of Common Stock jointly with his spouse, which he is deemed to beneficially own.

(6)

Shares reported include shares issuable upon conversion of 1,425 shares of Series B Preferred Stock.

(7)

Shares reported include shares issuable upon conversion of 1,131 shares of Series B Preferred Stock.

(8)

Shares reported include shares issuable upon conversion of 2,000 shares of Series B Preferred Stock. Shares reported were purchased through T2 Interests, Ltd., a limited partnership of which Mr. Transier and his spouse are the sole limited partners and of which T2 GP, Inc., an entity wholly owned by them, is the sole general partner.

(9)

Shares reported include vested options to purchase 2,590 shares of common stock and shares issuable upon conversion of 10,494 shares of Series A Preferred Stock and 3,847 shares of Series B Preferred Stock.

(10)

Shares reported include vested options to purchase 1,792 shares of common stock and shares issuable upon conversion of 393 shares of Series A Preferred Stock and 1,366 shares of Series B Preferred Stock.

Series A Preferred Stock

The following table presents the number of shares of Series A Preferred Stock beneficially owned by the directors, the named executive officers and all directors, named executive officers as a group as of March 8, 2023. Individuals have sole voting and dispositive power over the stock unless otherwise indicated in the footnotes.

	Series A		Series A %(1)
Par S. Chadha(2)		1,412,897		50.9%
Sharon Chadha(2)		1,412,897		50.9%
James G. Reynolds(3)		114,770		4.1%
Martin P. Akins		—		—
Marc A. Beilinson		—		—
J. Coley Clark		—		—
William L. Transier(4)		—		—
Ronald C. Cogburn		10,494		*
Shrikant Sortur		393		*
All directors, named executive officers and other executive officers as a group (13 persons)		1,559,795		56.1%

Represents holdings of less than one percent.

(1)

Percent of class refers to percentage of class beneficially owned as the term “beneficial ownership” is defined in Rule 13d-3 under the Exchange Act and is based upon the 2,778,111 shares of Series A Preferred Stock outstanding as of the Record Date.

(2)

Includes 1,412,897 shares owned by HGM.

(3)

Shares are held by SoNino LLC, which Mr. Reynolds controls.

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Series B Preferred Stock and Tandem Preferred Stock

The following table presents the number of shares of Series B Preferred Stock and Tandem Preferred Stock beneficially owned by the directors, the named executive officers and all directors, named executive officers as a group as of March 8, 2023. Individuals have sole voting and dispositive power over the stock unless otherwise indicated in the footnotes.

	Series B		Series B %(1)
Par S. Chadha(2)		550,340		18.2%
Sharon Chadha(2)		550,340		18.2%
James G. Reynolds(3)		37,500		1.2%
Martin P. Akins		1,270		*
Marc A. Beilinson		1,425		*
J. Coley Clark		1,131		*
William L. Transier(4)		2,000		*
Ronald C. Cogburn		3,847		*
Shrikant Sortur		1,366		*
All directors, named executive officers and other executive officers as a group (13 persons)		613,198		20.2%

Represents holdings of less than one percent.

(1)

Percent of class refers to percentage of class beneficially owned as the term “beneficial ownership” is defined in Rule 13d-3 under the Exchange Act and is based upon the 3,029,900 shares of Series B Preferred Stock outstanding as of the Record Date.

(2)

Includes 535,262 shares owned by HGM.

(3)

Shares are held by SoNino LLC, which Mr. Reynolds controls.

(4)

Shares reported were purchased through T2 Interests, Ltd., a limited partnership of which Mr. Transier and his spouse are the sole limited partners and of which T2 GP, Inc., an entity wholly owned by them, is the sole general partner.

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OWNERSHIP OF SPECIAL VOTING STOCK

As of the Record Date, all of the Special Voting Stock was held by GP-HGM LLC, an affiliate of HGM and an entity controlled by Mr. Chadha. The terms of the Special Voting Stock are set forth in a Certificate of Designation filed with the Secretary of State of the State of Delaware. The Special Voting Stock has an aggregate liquidation preference equal to its par value and is not entitled to vote on any matters other than Proposal 1 (the Reverse Stock Split Proposal) and as required by Delaware law. All of the outstanding shares of Special Voting Stock will be redeemed for their par value following the Special Meeting.

The holder of the Special Voting Stock, GP-HGM LLC, has entered into a voting agreement, providing that it will vote all shares of Special Voting Stock on Proposal 1 (the Reverse Stock Split Proposal) in the same proportion as the votes cast by holders of Common Stock and Tandem Preferred Stock on Proposal 1 (excluding abstentions and, if applicable, broker non-votes). By way of example, if holders of 40% in voting power of the outstanding shares of Common Stock and Tandem Preferred Stock attend the meeting and, of that 40%, holders of 80% in voting power of the shares of Common Stock and Tandem Preferred Stock present vote in favor of Proposal 1, and holders of 20% in voting power of the shares of Common Stock and Tandem Preferred Stock present vote against Proposal 1, then the holder of the Special Voting Stock will cause 80% of the voting power of the outstanding shares of Special Voting Stock to be voted in favor of Proposal 1 and 20% of the voting power of the outstanding shares of Special Voting Stock to be voted against Proposal 1.

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OTHER MATTERS

Solicitation of Proxies

Exela pays all of the costs of soliciting proxies. The Company has engaged Morrow Sodali LLC, Inc., to assist in the solicitation of proxies for the Special Meeting. We will bear the entire cost of proxy solicitation, including the preparation, assembly, printing, mailing and distribution of the proxy materials. Exela will pay Morrow Sodali LLC, a fee of $20,000.00. Exela will also reimburse Morrow Sodali LLC, for reasonable out-of-pocket costs and other agreed-upon expenses and will indemnify Morrow Sodali LLC, and its affiliates against certain claims, liabilities, losses, damages and expenses. In addition, we will reimburse brokerage firms and other persons representing beneficial owners of our shares for their reasonable expenses in forwarding the Notice, paper copies of our proxy materials as requested by beneficial owners, and other soliciting materials to the beneficial owners.

Stockholder Proposals for 2023 Annual Meeting

Any stockholder who intends to present a proposal for inclusion in our proxy materials for our 2023 Annual Meeting of Stockholders pursuant to Rule 14a-8 under the Securities Exchange Act of 1934 must deliver the proposal to the Corporate Secretary of Exela at our principal executive offices, located at 2701 E. Grauwyler Rd., Irving, Texas 75061, not less than one hundred and twenty (120) days prior to the ~~record~~ date of the Company’s proxy statement for the previous year’s annual meeting. However, if the date of next year’s Annual Meeting is changed by more than thirty (30) days from the date of this year’s meeting, ~~called~~then the deadline is a reasonable time before Exela begins to print and send its proxy materials.

Any stockholder who intends to nominate a candidate for director election at the 2023 Annual Meeting of Stockholders or who intends to submit a proposal pursuant to our Bylaws without including such proposal in ~~connection~~our proxy materials pursuant to Rule 14a-8 must deliver timely notice of the nomination or the proposal to the Corporate Secretary of the Company at our principal executive offices, located at 2701 E. Grauwyler Rd., Irving, Texas 75061, in the form provided in, and by the date required by, our Bylaws. To be timely, a stockholder’s notice must be delivered to or mailed and received by the Secretary not more than ninety (90) days and not less than sixty (60) days prior to our 2023 Annual Meeting; provided, however, that in the event that the date of annual meeting is more than thirty (30) days before or more than sixty (60) days after the one-year anniversary of the date of the preceding year’s annual meeting, notice by a stockholder, to be timely, must be delivered to or mailed and received by the Secretary no later than the ninetieth (90th) day prior to such annual meeting or, if later, the close of business on the tenth (10th) following the day on which the public announcement of the date of the annual meeting was first made. The written notice must include certain information and satisfy the requirements set forth in our Bylaws, a copy of which will be sent to any stockholder upon written request to the Corporate Secretary of the Company.

Communications with the Board

Stockholders and other interested parties wishing to communicate with the Board of Directors, the non-management directors or with an individual Board member concerning Exela may do so by writing to the Board, to the non-management directors or to the particular Board member and mailing the correspondence to Exela Technologies, Inc., 2701 E. Grauwyler Rd., Irving, Texas 75061, Attention: Secretary. If from a stockholder, the envelope should indicate that it contains a stockholder communication. All such communication will be forwarded to the director or directors to whom the communications are addressed.

Householding

Under SEC rules, a single set of proxy statements and annual reports may be sent to any household at which two or more stockholders reside if they appear to be members of the same family. Each stockholder continues to receive a separate proxy card. This procedure, referred to as “householding,” reduces the volume of duplicate information stockholders receive and reduces mailing and printing expenses. At the present time, we do not “household” for any of our stockholders of record. If a stockholder holds shares in street name, however, such ~~vote. A “Business Combination” shall mean any merger, capital stock exchange, asset, stock purchase, reorganization~~beneficial holder’s bank, broker or other ~~similar business combination involving~~nominee may be delivering only one copy of our Proxy Statement and Annual Report on Form 10-K to multiple stockholders of the ~~Corporation~~same household who

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share the same address, and may continue to do so, unless such stockholder’s bank, broker or other nominee has received contrary instructions from one or more ~~businesses or entities (“Target Business”). The “Target Business Acquisition Period” shall mean the period from the effectiveness~~ of the ~~registration statement~~affected stockholders in the household. We will deliver promptly, upon written or oral request, a separate copy of this Proxy Statement and our Annual Report on Form ~~S-1 (“Registration Statement”~~10-K to a stockholder at a shared address to which a single copy of the documents was delivered. A beneficial holder who wishes to receive a separate copy of our Proxy Statement and Annual Report on Form 10-K, now or in the future, should submit this request by writing to Exela Technologies, Inc., 2701 E. Grauwyler Rd., Irving, Texas, Attention: Investor Relations Department, or by calling our Investor Relations Department at (844) 935-2832. Beneficial holders sharing an address who are receiving multiple copies of proxy materials and annual reports and who wish to receive a single copy of such materials in the future should contact their bank, broker or other nominee directly to request that only a single copy of each document be mailed to all stockholders at the shared address in the future. Stockholders of record receiving multiple copies of our Proxy Statement and Annual Report on Form 10-K may request householding by contacting our Investor Relations Department either in writing or by telephone at the above address or phone number.

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ANNEX A

THIRD CERTIFICATE OF AMENDMENT
TO THE
SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
EXELA TECHNOLOGIES, INC.

Exela Technologies, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”) ~~filed~~, hereby certifies that:

The name of the Corporation is Exela Technologies, Inc. The date of filing of the Corporation’s original Certificate of Incorporation with the ~~Securities and Exchange Commission (“Commission”) in connection with~~Secretary of State of the ~~Corporation’s initial public offering (“IPO”) up to and including~~State of Delaware was July 15, 2014, under the ~~first to occur~~name Quinpario Acquisition Corp. 2.

This Third Certificate of ~~(a) a Business Combination or (b) July 24, 2017 (the “Termination Date”).~~

~~IN WITNESS WHEREOF, I have signed this~~ Amendment to the Second Amended and Restated Certificate of Incorporation ~~this 19~~^th ~~day~~was duly authorized and adopted by the Corporation’s Board of ~~January, 2017.~~

	~~Name:~~
	~~Title:~~

~~PROXY~~

~~Quinpario Acquisition Corp. 2~~

~~12935 N. Forty Drive, Suite 201~~

~~St. Louis, MO 63141~~

~~SPECIAL MEETING OF STOCKHOLDERS~~

~~JANUARY 19, 2017~~

~~YOUR VOTE IS IMPORTANT~~

~~FOLD AND DETACH HERE~~

~~QUINPARIO ACQUISITION CORP. 2~~

~~THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS~~

~~FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON~~

~~JANUARY 19, 2017~~

~~The undersigned, revoking any previous proxies relating to these shares, hereby acknowledges receipt~~Directors and stockholders in accordance with Section 242 of the ~~Notice~~General Corporation Law of the State of Delaware and ~~Proxy Statement, dated December 30, 2016,~~amends the provisions of the Company’s Second Amended and Restated Certificate of Incorporation.

The amendment to the existing Second Amended and Restated Certificate of Incorporation being effected hereby is as follows:

Add the following paragraph at the end of Article FOURTH as a new paragraph E.:

“E. 2023 Reverse Stock Split. Upon this Amendment to the Second Amended and Restated Certificate becoming effective pursuant to the GCL (the “2023 Effective Time”), each one hundred (100) to two hundred (200) shares of Common Stock issued and outstanding immediately prior to the Effective Time shall automatically be reclassified and combined into one (1) validly issued, fully paid and non-assessable share of Common Stock, the exact ratio within the foregoing range to be determined by the Board and publicly announced by the Corporation prior to the Effective Time, without any further action by the Corporation or the holder thereof (the “2023 Reverse Stock Split”). No fractional shares shall be issued in connection with the ~~Special~~Reverse Stock Split. Stockholders who otherwise would be entitled to receive fractional shares of Common Stock shall be entitled to receive cash (without interest or deduction) from the Corporation’s transfer agent in lieu of such fractional share interests upon the submission of a transmission letter by a stockholder and, where shares are held in certificated form, the surrender of the applicable certificate, in an amount equal to the product obtained by multiplying (a) the closing price per share of the Common Stock as reported on the Nasdaq Capital Market as of the date of the Effective Time (after giving effect to the 2023 Reverse Stock Split) by (b) the fraction of one share owned by the stockholder.”

This Third Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation shall be effective immediately upon filing with the Delaware Secretary of State.

****

A-1

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THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date SCAN TO VIEW MATERIALS & VOTE 0 0 0 0 0 0 0000600152_1 R1.0.0.6 EXELA TECHNOLOGIES, INC. 2701 E. GRAUWYLER ROAD IRVING, TEXAS 75061 VOTE BY INTERNET — www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. ET on 05/03/2023. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting — Go to www.virtualshareholdermeeting.com/XELA2023SM You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE — 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 P.M. ET on 05/03/2023. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. The Board of Directors recommends you vote FOR proposals 1 and 2. For Against Abstain 1. Proposal to adopt an amendment to Exela’s certificate of incorporation to effect a reverse split of Exela’s outstanding common stock at a ratio in the range of 1-for-100 to 1-for-200, to be ~~held at 11:00 a.m. EST on January 19, 2017~~determined at the ~~offices~~discretion of ~~Graubard Miller, 405 Lexington Avenue, New York, NY 10174,~~Exela’s Board of Directors and ~~hereby appoints Paul J. Berra III~~publicly announced during 2023, whereby each outstanding 100 to 200 shares would be combined, converted and ~~D. John Srivisal, and each~~changed into 1 share of ~~them (with full power~~Exela’s common stock. 2. Proposal to ~~act alone), the attorneys and proxies~~approve one or more adjournments of the undersigned, with power of substitution to each, to vote all shares of the common stock, of Quinpario Acquisition Corp. 2 (the “Company”) registered in the name provided, which the undersigned is entitled to vote at the Special Meeting, if necessary or appropriate, if a quorum is present, to permit further solicitation of ~~Stockholders, and~~proxies if there are not sufficient votes at the time of the meeting to approve Proposal 1. NOTE: To transact such other business as may properly come before the meeting or any ~~adjournments thereof, with all the powers the undersigned would have if personally present. Without limiting the general authorization hereby given, said proxies are, and~~adjournment thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each ~~of them is, instructed to vote~~sign personally. All holders must sign. If a corporation or ~~act as follows on the proposals set forth~~partnership, please sign in ~~this Proxy Statement.~~

~~THIS PROXY, WHEN EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” THE EXTENSION AMENDMENT CONSISTING~~full corporate or partnership name by authorized officer.

TABLE OF ~~PROPOSAL 1.~~

CONTENTS

~~THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL 1.~~

0000600152_2 R1.0.0.6 Important Notice Regarding the Availability of Proxy Materials for the Special Meeting: The Proxy Statement is/are available at www.proxyvote.com EXELA TECHNOLOGIES, INC. Special Meeting of Stockholders May 4, 2023 9:00 AM, CT This proxy is solicited by the Board of Directors The stockholder(s) hereby appoint(s) Vincent Kondaveeti and Erik Mengwall, or either of them, as proxies, each with the power to appoint his substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot and upon such other business as may properly come before the meeting, all of the shares of Common Stock of Exela Technologies, Inc. that the stockholder(s) is/are entitled to vote at the Special Meeting of Stockholders to be held at 9:00 AM, CT, on ~~January 19, 2017~~:May 4, 2023, virtually via the Internet by visiting www.virtualshareholdermeeting.com/XELA2023SM, and any adjournment or postponement thereof. This ~~notice of meeting and the accompany~~ proxy, ~~statement are available at http://www.cstproxy.com/quinparioacquisitioncorpII/2017.~~

~~Proposal 1 –Extension of Corporate Life~~

~~Amend the Company’s amended and restated certificate of incorporation to extend the date that the Company has to consummate a business combination to July 24, 2017.~~

~~FOR~~

☐

~~AGAINST~~

☐

~~ABSTAIN~~

☐

~~Only if you hold shares of the Corporation’s common stock issued~~when properly executed, will be voted in the Corporation’s initial public offering, or public shares, may you exercise your conversion rights with respect to all or a portion of your public shares by marking the “Exercise Conversion Right” box below and indicating how many public shares for which you are exercisingmanner directed herein. If no such ~~conversion rights in the space provided. If you exercise your conversion rights, then you~~direction is made, this proxy will be ~~exchanging~~voted in accordance with the ~~indicated number~~Board of ~~your public shares for cash~~Directors’ recommendations. Continued and ~~you will no longer own such public shares.You will only~~to be entitled to receive cash for those public shares if you tender your stock certificates representing such converted public shares to the Corporation’s duly appointed agent PRIOR TO THE VOTE AT SUCH MEETING.signed on reverse side

~~EXERCISE CONVERSION RIGHTS ☐~~

~~CONVERT _____________ PUBLIC SHARES OF THE CORPORATION~~

	~~Dated:~~	~~_________________________ 2017~~


	~~Stockholder’s Signature~~


	~~Stockholder’s Signature~~

Signature should agree with name printed hereon. If stock is held in the name of more than one person, EACH joint owner should sign. Executors, administrators, trustees, guardians, and attorneys should indicate the capacity in which they sign. Attorneys should submit powers of attorney.

PLEASE SIGN, DATE AND RETURN THE PROXY IN THE ENVELOPE ENCLOSED TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY. THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” THE PROPOSAL SET FORTH IN PROPOSAL 1 AND WILL GRANT DISCRETIONARY AUTHORITY~~TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENTS THEREOF. THIS PROXY WILL REVOKE ALL PRIOR PROXIES SIGNED BY YOU.~~

☐	~~Preliminary Proxy Statement~~	☐	~~Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))~~
☒	~~Definitive Proxy Statement~~
☐	~~Definitive Additional Materials~~
☐	~~Soliciting Material Pursuant to Section 240.14a-12~~

☒	~~No fee required.~~
☐	~~Fee computed on table below per Exchange Act Rules 14a-6(i) (1) and 0-11.~~

~~December 30, 2016~~	~~By Order of the Board of Directors~~

	~~Paul J. Berra III~~
	~~Chairman of the Board~~

	Page
PROXY STATEMENT		1
Questions and Answers About the Special Meeting and Voting		1
Why did I receive this proxy statement?		1
Who is entitled to vote?		1
How many votes do I have?		1
What am I voting on?		1
What is the purpose of Special Voting Stock?		2
How do I vote?		2
What if I return my proxy or voting instruction card but do not mark it to show how I am voting?		2
May I change my vote after I return my proxy or voting instruction card?		3
What does it mean if I receive more than one proxy or voting instruction card?		3
What constitutes a quorum?		3
What vote is required in order to approve Proposals 1 and 2?		3
May my broker vote my shares?		4
How will voting on any other business be conducted?		4
Who will count the votes?		4
How can I find out the results of voting at the Special Meeting?		4
Whom should I contact with other questions?		4
How do I attend the Special Meeting?		5
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting to Be Held on May 4, 2023		5
PROPOSAL 1 – APPROVAL OF THE ADOPTION OF THE AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO EFFECT THE REVERSE STOCK SPLIT		6
PROPOSAL 2 – APPROVAL TO ADJOURN THE SPECIAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES		14
OWNERSHIP OF EQUITY SECURITIES		15
OWNERSHIP OF SPECIAL VOTING STOCK		18
OTHER MATTERS		19
Solicitation of Proxies		19
Stockholder Proposals for 2023 Annual Meeting		19
Communications with the Board		19
Householding		19

	~~(1)~~	~~Title of each class of securities to which transaction applies:~~

	~~(2)~~	~~Aggregate number of securities to which transaction applies:~~

	~~(3)~~	~~Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):~~

Name and Address of Beneficial Owner⁽¹⁾	Amount and Nature of Beneficial Ownership			Percent of Class

Jeffry N. Quinn		8,254,910	⁽²⁾		18.87	%

Paul J. Berra, III		0	⁽³⁾		0	%

D. John Srivisal		0	⁽³⁾		0	%

A. Craig Ivey		0	⁽³⁾		0	%

Edgar G. Hotard		50,000			*

W. Thomas Jagodinski		50,000			*

Ilan Kaufthal		50,000			*

Roberto Mendoza		50,000			*

Dr. John Rutledge		50,000			*

Shlomo Yanai		50,000			*

Quinpario Partners 2, LLC		8,254,910			18.87	%

All directors and executive officers as a group (10 individuals)		8,554,910			19.55	%

BlueMountain Capital Management, LLC⁽⁴⁾		3,443,088			7.89	%

TD Asset Management, Inc.⁽⁵⁾		3,359,100			7.68	%

Fir Tree Inc.⁽⁶⁾		2,610,000			6.0	%

Deutsche Bank AG⁽⁷⁾		3,027,926			6.92	%

AQR Capital Management, LLC⁽⁸⁾		3,500,000			7.58	%

Weiss Asset Management LP⁽⁹⁾		3,824,400			8.74	%

	~~(4)~~	~~Proposed maximum aggregate value of transaction:~~

	~~(5)~~	~~Total fee paid:~~

	~~(1)~~	~~Amount Previously Paid:~~

	~~(3)~~	~~Filing Party:~~