UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934
Filed
by the Registrant ☒
Filed
by a Party other than the Registrant ☐
Check
the appropriate box:
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Preliminary
Proxy Statement |
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Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive
Proxy Statement |
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Definitive
Additional Materials |
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Soliciting
Material Pursuant to Section 240.14a-12 |
AI
TRANSPORTATION ACQUISITION CORP
(Name
of Registrant as Specified In Its Charter)
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
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No
fee required. |
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Fee
paid previously with preliminary materials. |
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Fee
computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
AI
TRANSPORTATION ACQUISITION CORP
10
EAST 53RD ST., SUITE 3001
NEW
YORK, NY 10022
+
(86) 1350 1152063
NOTICE
OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS IN LIEU OF THE 2024 ANNUAL GENERAL MEETING
TO
BE HELD ON NOVEMBER 8, 2024
TO
THE SHAREHOLDERS OF AI TRANSPORTATION ACQUISITION CORP:
You
are cordially invited to attend the extraordinary general meeting in lieu of the 2024 annual general meeting, which we refer to
as the “Extraordinary General Meeting,” of shareholders of AI Transportation Acquisition Corp, which we refer to as “we,”
“us,” “our,” “AITR” or the “Company,” to be held at [ ]
a.m. Eastern Time on November 8, 2024 in person at [___________________].
You
will also be able to attend the Extraordinary General Meeting online, vote and submit your questions during the Extraordinary
General Meeting by visiting https://www.cstproxy.com/aitransportation/2024 using Conference ID: 5382572#. If you plan to attend the virtual online Extraordinary General Meeting, you will need your 12-digit
control number to vote electronically at the Extraordinary General Meeting. We are pleased to utilize the virtual shareholder meeting
technology to provide ready access and cost savings for our shareholders and the Company. The virtual meeting format allows attendance
from any location in the world.
Even
if you are planning on attending the Extraordinary General Meeting online, please promptly submit your proxy vote by completing,
dating, signing and returning the enclosed proxy, so your shares will be represented at the Extraordinary General Meeting.
Instructions on voting your shares are on the proxy materials you received for the Extraordinary General Meeting. Even if you plan
to attend the Extraordinary General Meeting, it is strongly recommended you complete and return your proxy card not less than 48
hours before the time for holding the Extraordinary General Meeting to ensure that your shares will be represented
at the Extraordinary General Meeting if you are unable to attend.
The
accompanying proxy statement, which we refer to as the “Proxy Statement,” is dated October 28, 2024, and
is first being mailed to shareholders of the Company on or about October 28, 2024. The sole purpose of the Extraordinary General
Meeting is to consider and vote upon the following proposals:
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a proposal to amend by special resolution the Company’s Amended and Restated Memorandum and Articles of Association, which we refer to as the “existing charter,” in the form set forth in Annex A to the accompanying Proxy Statement, which we refer to as the “Extension Amendment” and such proposal the “Extension Amendment Proposal,” to extend the date by which the Company must (i) consummate a business combination meaning the initial acquisition by the Company, whether through a merger, share reconstruction or amalgamation, asset or share acquisition, exchangeable share transaction, contractual control arrangement or other similar type of transaction with one or more businesses whose value is at least equal to 80% of the balance in the Trust Account (excluding any deferred underwriting fees and any taxes payable on the Trust Account balance) at the time of the execution of a definitive agreement for the business combination, which we refer to as a “business combination,” (ii) cease its operations if it fails to complete such business combination, and (iii) redeem or repurchase 100% of the Company’s redeemable ordinary shares included as part of the units sold in the Company’s initial public offering effective November 10, 2023, which we refer to as the “IPO,” by increasing the number of one-month extensions available to the Company under the existing charter from six one-month extensions from November 10, 2024 (the “Initial Termination Date”), to twelve one-month extensions from the Initial Termination Date, such that, unless the closing of the Company’s initial business combination shall have occurred, which we refer to as the “Extension,” and such later date, the “Extended Date,” and provided that (i) AI Transportation Corp., the Company’s sponsor (the “Sponsor”) (or its affiliates or permitted designees), will deposit into the trust account the lesser of $0.0333 per public share or $50,000 (the “Extension Payment”) for each one-month Extension, and (ii) the procedures relating to any such one-month Extension, as set forth in the Company’s Investment Management Trust Agreement, dated as of November 8, 2023, as amended (the “Trust Agreement”), shall have been complied with, the Company will have the ability to extend the Initial Termination Date to November 10, 2025 (the “Termination Date”). The text of the special resolution is as follows: “RESOLVED, as a special resolution, that, subject to and conditional upon the approval of the Trust Amendment Proposal, the trust account having net tangible assets of at least US$5,000,001 as at the date of this special resolution, the Amended and Restated Memorandum and Articles of Association of the Company be amended by the deletion of the existing Article 35.2 it its entirety and the insertion of the following language in its place:
35.2 The Company has until 12 months from the closing of the IPO to consummate a Business Combination, provided however
that if the board of directors anticipates that the Company may not be able to consummate a Business Combination within 12 months of the
closing of the IPO, the Company may, by resolution of directors if requested by the Sponsor, extend the period of time to consummate a
Business Combination up to twelve times, each by an additional one month (for a total of up to 24 months to complete a Business Combination),
subject to the Sponsor depositing additional funds into the Trust Account in accordance with terms as set out in the trust agreement governing
the Trust Account and referred to in the Registration Statement. In the event that the Company does not consummate a Business Combination
within 12 months from the closing of the IPO or within up to 24 months from the closing of the IPO (subject in the latter case to valid
1 month extensions having been made in each case (such date falling 12 months or up to 24 months, as applicable, after the closing of
the IPO being referred to as the Termination Date)),
such failure shall trigger an automatic redemption of the Public Shares (an Automatic Redemption Event) and the directors of the
Company shall take all such action necessary to (i) cease all operations except for the purpose of winding up (ii) as promptly as reasonably
possible but no more than ten (10) Business Days thereafter to redeem the Public Shares to the holders of Public Shares, on a pro rata
basis, in cash at a per-share amount equal to the applicable Per-Share Redemption Price; and (iii) as promptly as reasonably possible
following such Automatic Redemption Event, subject to the approval of our remaining Members and our directors, liquidate and dissolve
the Company, subject to the Company’s obligations under the Act to provide for claims of creditors and the requirements of other
applicable law. In the event of an Automatic Redemption Event, only the holders of Public Shares shall be entitled to receive pro rata
redeeming distributions from the Trust Account with respect to their Public Shares”; |
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a
proposal to amend the Company’s Trust Agreement, upon approval by the affirmative vote of sixty five percent (65%) of the
then issued and outstanding ordinary shares, in the form set forth in Annex B, by and between the Company and Continental
Stock Transfer & Trust Company (the “Trustee”), allowing the Company to extend the Termination Date from May 10,
2025 until November 10, 2025, by way of twelve one-month extensions to up to November 10, 2025, unless the closing
of the Company’s initial business combination shall have occurred, provided the Extension Payment is made (the “Trust
Amendment Proposal”); |
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a proposal to
amend by special resolution the Company’s Amended and Restated Memorandum and Articles of Association to remove the
requirements limiting the Company’s ability to consummate an initial business combination if it would have less than
$5,000,001 in net tangible assets (the “Redemption Limitation”) prior to or upon consummation of such initial business
combination (the “NTA Proposal”). The text of the special resolution is as follows: “RESOLVED, as a
special resolution, that, subject to and conditional upon the trust account having net tangible assets of at least US$5,000,001 as
at the date of this special resolution, the Amended and Restated Memorandum and Articles of Association of the Company be amended by
the deletion of the existing Article 35.5(c), in its entirety and the insertion of the following language in its place:
In no event
will the Company consummate the Tender Redemption Offer or the Redemption Offer under Article 35.5(a) or 35.5(b) or an Amendment
Redemption Event under Article 35.11 if such redemptions would cause the Company to have net tangible assets of less than any net
tangible asset or cash requirement which may be contained in the agreement relating to the Business Combination”; and |
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a
proposal to approve by ordinary resolution the adjournment of the Extraordinary General Meeting to a later date or dates,
if necessary, to permit further solicitation and vote of proxies if there are insufficient votes for, or otherwise in connection
with, the approval of the Extension Amendment Proposal, Trust Amendment Proposal and the NTA Proposal, which we refer to as the “Adjournment
Proposal.” The Adjournment Proposal will only be presented at the Extraordinary General Meeting if there are not sufficient
votes to approve the Extension Amendment Proposal, Trust Amendment Proposal or the NTA Proposal. |
Each
of the Extension Amendment Proposal, the Trust Amendment Proposal, the NTA Proposal and the Adjournment Proposal (collectively, the “Proposals”)
is more fully described in the accompanying Proxy Statement.
The
purpose of the Extension Amendment Proposal and the Trust Amendment Proposal is to allow us additional time and a lower incremental and
aggregate cost for the Extension to complete the proposed transaction contemplated by that certain Business Combination Agreement (the
“Business Combination Agreement”), dated June 28, 2024, by and among the Company, Electrified Materials Corporation, a Delaware
corporation (“Pubco”), AITR Merger Sub 1 Corp, a Delaware corporation and a wholly-owned subsidiary of Pubco, AITR Merger
Sub 2 Corp, a Delaware corporation and a wholly-owned subsidiary of Pubco, and American Metals LLC, an Indiana limited liability company
(“American Metals”). The transactions contemplated by the Business Combination Agreement are collectively referred to as
the “Business Combination.” For more information about the Business Combination, see our Current Report on Form 8-K filed
with the U.S. Securities Exchange Commission (the “SEC”) on July 1, 2024.
The
purpose of the NTA Proposal and, if necessary, the Adjournment Proposal, is to facilitate the consummation of the initial business combination
by removing certain asset requirements that may otherwise hinder the likelihood of completing the initial business combination. Therefore,
the Board has determined that it is in the best interests of the Company and our shareholders to remove the Company’s net tangible
asset requirement to facilitate the completion of our initial business combination.
While
we are using our best efforts to complete the Business Combination as soon as practicable, our board of directors (the
“Board”) believes that there will not be sufficient time before the Initial Termination Date to complete the
Business Combination without incurring significant cost to extend the Initial Termination Date under the current terms of our
existing charter. Accordingly, the Board believes that to be able to consummate the Business Combination, we will need to obtain the
Extension. Without the Extension, the Board believes that there is significant risk that we might not, despite our best efforts, be
able to complete the Business Combination on or before the Initial Termination Date. If that were to occur, we would be
precluded from completing the Business Combination and would be forced to liquidate even if our shareholders are otherwise in favor
of consummating the Business Combination.
If
the Extension is approved and implemented, subject to satisfaction of the conditions to closing in the Business Combination Agreement
(including, without limitation, receipt of shareholder approval of the Business Combination), we intend to complete the Business Combination
as soon as possible and in any event on or before the Extended Date.
In
connection with the Extension Amendment Proposal, public shareholders may elect to redeem their public shares for a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the trust account (the “Trust Account”), including interest
(which interest shall be net of taxes payable), divided by the number of then outstanding ordinary shares issued in the units issued
in our IPO, which shares we refer to as the “public shares,” and which election we refer to as the “Election,”
regardless of whether such public shareholders vote on the Extension Amendment Proposal. Each unit issued in the IPO is composed of one
ordinary share of the Company, par value $0.0001 per share, and one right entitling the holder thereof to receive one-eighth (1/8th)
of ordinary share upon consummation of an initial business combination
If
the Extension Amendment Proposal is approved by the requisite vote of shareholders, the remaining holders of public shares will retain
their right to redeem their public shares when the Business Combination is submitted to the shareholders, subject to any limitations
set forth in our existing charter as amended by the Extension Amendment and the NTA Proposal. In addition, public shareholders who do not make the
Election would be entitled to have their public shares redeemed for cash if the Company has not completed the Business Combination by
the Extended Date.
To
exercise your redemption rights, you must demand that the Company redeem your public shares for a pro rata portion of the funds held
in the Trust Account and tender your shares to the Company’s transfer agent at least two business days prior to the Extraordinary
General Meeting (or November 6, 2024). You may tender your shares by either delivering your share certificate to the transfer
agent or by delivering your shares electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system.
If you hold your shares in street name, you will need to instruct your bank, broker or other nominee to withdraw the shares from your
account to exercise your redemption rights.
Based
upon the current amount in the Trust Account as of the record date, the Company anticipates that the per-share price at which public
shares will be redeemed from cash held in the Trust Account will be approximately $[ ] at the time of the Extraordinary
General Meeting. The closing price of the Company’s ordinary shares on the record date is $[10.54]. The approximate redemption
price per share to be paid for redemptions is approximately $[ ] per share (the “Redemption Price”)
as of the record date. The Company cannot assure shareholders that they will be able to sell the Company’s ordinary shares in the
open market, even if the market price per share is higher than the Redemption Price, as there may not be sufficient liquidity in its
securities when such shareholders wish to sell their shares.
The
Adjournment Proposal, if adopted, will allow the Chairman to adjourn the Extraordinary General Meeting to a later date or dates to
permit further solicitation of proxies. The Adjournment Proposal will only be presented to our shareholders if there are insufficient
votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal, the Trust Amendment Proposal or the NTA
Proposal.
If
the Extension Amendment Proposal and the Trust Amendment Proposal are not approved, in accordance with our existing charter, we will
(i) cease all operations except for the purpose of winding up (ii) as promptly as reasonably possible but no more than ten business days
thereafter to redeem the public shares to their holders, on a pro rata basis, in cash at a per-share amount equal to the applicable Redemption
Price; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders
and the Board, liquidate and dissolve the Company, subject to the Company’s obligations under the Companies Act (Revised) of the
Cayman Islands, including any statutory modification or re-enactment thereof for the time being in force (the “Act”) to provide
for claims of creditors and the requirements of other applicable law. There will be no distribution from the Trust Account with respect
to our rights, which will expire worthless in the event of our winding up.
If
the NTA Proposal is not approved and there are significant requests for redemption such that the Company’s net tangible assets
would be less than $5,000,001 prior to and upon consummation of the Business Combination, the existing charter would prevent the Company
from being able to consummate the Business Combination even if all other conditions to closing are met or waived. If the NTA Proposal
is approved and the existing charter is amended to remove the net tangible asset requirement and the net tangible asset condition under
the definitive agreement with American Metals LLC is waived, then it is possible that the Business Combination could be consummated even
if the Company’s net tangible assets would be less than $5,000,001 prior to and upon consummation of the Business Combination.
If NTA Proposal and the Extension Proposal are approved, all of the references in this proxy statement to the “existing charter”
shall be deemed to mean the existing charter, as amended by the NTA Proposal.
The
Sponsor currently beneficially owns 1,452,000 Founder Shares (as defined below) of the 1,500,000 Founder Shares that were issued to the Sponsor
prior to the Company’s IPO, and 277,750 private placement units (the “Private Placement Units,”) that were purchased
by the Sponsor in a private placement that closed simultaneously with the closing of the IPO. AITR’s Chief Financial Officer and
independent directors directly own an aggregate of 48,000 Founder Shares, which they purchased from the Sponsor at the original purchase
price. “Founder Shares” refers to the 1,500,000 ordinary shares initially purchased by the Sponsor including those shares
issued to certain of AITR’s officers and directors. In addition, EF Hutton LLC (“EF Hutton”), the representative of
the underwriters in AITR’s IPO, owns an aggregate of 60,000 ordinary shares (the “Representative Shares”) issued in
connection with the IPO, and does not have redemption rights with respect to these shares. In the event of a liquidation, our Sponsor,
directors and officers, and EF Hutton will not receive any monies held in the Trust Account as a result of their ownership of the Founder
Shares, the Private Placement Units or the Representative Shares.
The
Extension Amendment Proposal and the NTA Proposal must each be approved by a special resolution under Cayman Islands law,
being the affirmative vote of at least two-thirds of the holders of the issued and outstanding ordinary shares of the Company, who, being
present in person (including virtually) or represented by proxy at the Extraordinary General Meeting or any adjournment thereof and entitled
to vote on such matter, vote at the Extraordinary General Meeting. As our existing charter
requires resolutions put to the vote of a meeting to be decided
by poll, in accordance with section 60(4) of the Act, regard shall be had to the number of votes
to which each member is entitled to cast when computing whether the requisite approval threshold has been obtained to pass the Extension
Amendment Proposal and the NTA Proposal.
The Trust Amendment Proposal must be approved by the affirmative vote of sixty five percent (65%) of the then issued
and outstanding ordinary shares. The
Adjournment Proposal must be approved by an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of
the issued and outstanding ordinary shares of the Company, who, being present in person (including virtually) or represented by proxy
at the Extraordinary General Meeting or any adjournment thereof and entitled to vote on such matter, vote at the Extraordinary General
Meeting.
Our
Board has fixed the close of business on October 18, 2024 as the date for determining our Company shareholders entitled to receive
notice of and vote at the Extraordinary General Meeting (i.e., the record date) and any adjournment thereof. Only holders of record
of the Company’s ordinary shares on that date are entitled to have their votes counted at the Extraordinary General Meeting or
any adjournment thereof.
You
are not being asked to vote on the Business Combination at this time. If the Extension is implemented and you do not elect to redeem
your public shares, provided that you are a shareholder on the record date for a meeting to consider the Business Combination, you will
retain the right to vote on the Business Combination when it is submitted to shareholders and the right to redeem your public shares
for cash in the event the Business Combination is approved and completed or we have not consummated the Business Combination by the Extended
Date.
After
careful consideration of all relevant factors, the Board has determined that the Extension Amendment Proposal, the Trust Amendment Proposal,
the NTA Proposal and, if presented, the Adjournment Proposal are advisable and recommends that you vote or give instruction to vote “FOR”
such proposals.
Under
the Company’s existing charter, no other business may be transacted at the Extraordinary General Meeting.
Enclosed
is the Proxy Statement containing detailed information concerning the Extension Amendment Proposal, the Trust Amendment Proposal, the
NTA Proposal, the Adjournment Proposal and the Extraordinary General Meeting. Whether or not you plan to attend the Extraordinary General
Meeting, we urge you to read this material carefully and vote your shares.
October 28, 2024 |
By
Order of the Board of Directors |
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/s/
Yongjin Chen |
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Yongjin
Chen |
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Chairman
of the Board and Chief Executive Officer |
Your
vote is important. If you are a shareholder of record, please sign, date and return your proxy card as soon as possible and not less
than 48 hours before the time for holding the Extraordinary General Meeting to make sure that your shares are represented at the
Extraordinary General Meeting. If you are a shareholder of record, you may also cast your vote online at the Extraordinary General Meeting.
If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank how to vote your shares, or
you may cast your vote online at the Extraordinary General Meeting by obtaining a proxy from your brokerage firm or bank. Your failure
to vote or instruct your broker or bank how to vote will have the same effect as voting “AGAINST” the Extension Amendment
Proposal, the Trust Amendment Proposal and the NTA Proposal, and an abstention will have the same effect as voting “AGAINST”
the Extension Amendment Proposal, the Trust Amendment Proposal and the NTA Proposal.
Important
Notice Regarding the Availability of Proxy Materials for the Extraordinary General Meeting of Shareholders to be held on November 8,
2024: This notice of meeting and the accompanying Proxy Statement are available at www.sec.gov.
AI
TRANSPORTATION ACQUISITION CORP
10
EAST 53RD ST., SUITE 3001
NEW
YORK, NY 10022
+
(86) 1350 1152063
NOTICE
OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS IN LIEU OF THE 2024 ANNUAL GENERAL MEETING
TO
BE HELD ON NOVEMBER 8, 2024
PROXY
STATEMENT
The
extraordinary general meeting in lieu of the 2024 annual general meeting, which we refer to as the “Extraordinary General
Meeting,” of shareholders of AI Transportation Acquisition Corp, which we refer to as the “we,” “us,” “our,”
“AITR” or the “Company,” will be held at [ ] a.m. Eastern Time on November 8, 2024,
at [___________________]. You will also be able to attend, vote your shares, and submit questions during the Extraordinary
General Meeting via a live webcast available at https://www.cstproxy.com/aitransportation/2024 using Conference ID: 5382572#.
If you plan to attend the virtual online Extraordinary General Meeting, you will need your 12-digit control number to vote electronically
at the Extraordinary General Meeting. The Extraordinary General Meeting will be held for the sole purpose of considering and voting upon
the following proposals:
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a proposal to amend by special resolution the Company’s Amended and Restated Memorandum and Articles of Association, which we refer to as the “existing charter,” in the form set forth in Annex A to the accompanying Proxy Statement, which we refer to as the “Extension Amendment” and such proposal the “Extension Amendment Proposal,” to extend the date by which the Company must (i) consummate a business combination meaning the initial acquisition by the Company, whether through a merger, share reconstruction or amalgamation, asset or share acquisition, exchangeable share transaction, contractual control arrangement or other similar type of transaction with one or more businesses whose value is at least equal to 80% of the balance in the Trust Account (excluding any deferred underwriting fees and any taxes payable on the Trust Account balance) at the time of the execution of a definitive agreement for the business combination, which we refer to as a “business combination,” (ii) cease its operations if it fails to complete such business combination, and (iii) redeem or repurchase 100% of the Company’s redeemable ordinary shares included as part of the units sold in the Company’s initial public offering effective November 10, 2023, which we refer to as the “IPO,” by increasing the number of one-month extensions available to the Company under the existing charter from six one-month extensions from November 10, 2024 (the “Initial Termination Date”), to twelve one-month extensions from the Initial Termination Date, such that, unless the closing of the Company’s initial business combination shall have occurred, which we refer to as the “Extension,” and such later date, the “Extended Date,” and provided that (i) AI Transportation Corp., the Company’s sponsor (the “Sponsor”) (or its affiliates or permitted designees), will pay the lesser of $0.0333 per public share or $50,000 (the “Extension Payment”) for each one-month Extension, and (ii) the procedures relating to any such one-month Extension, as set forth in the Company’s Investment Management Trust Agreement, dated as of November 8, 2023, as amended (the “Trust Agreement”), shall have been complied with the Company will have the ability to extend the Initial Termination Date to November 10, 2025 (the “Termination Date”). The text of the special resolution is as follows: “RESOLVED, as a special resolution, that, subject to and conditional upon the approval of the Trust Amendment Proposal, and the trust account having net tangible assets of at least US$5,000,001 as at the date of this special resolution, the Amended and Restated Memorandum and Articles of Association of the Company be amended by the deletion of the existing Article 35.2 it its entirety and the insertion of the following language in its place:
35.2 The Company has until 12 months from the closing of the IPO to consummate a Business Combination, provided however
that if the board of directors anticipates that the Company may not be able to consummate a Business Combination within 12 months of the
closing of the IPO, the Company may, by resolution of directors if requested by the Sponsor, extend the period of time to consummate a
Business Combination up to twelve times, each by an additional one month (for a total of up to 24 months to complete a Business Combination),
subject to the Sponsor depositing additional funds into the Trust Account in accordance with terms as set out in the trust agreement governing
the Trust Account and referred to in the Registration Statement. In the event that the Company does not consummate a Business Combination
within 12 months from the closing of the IPO or within up to 24 months from the closing of the IPO (subject in the latter case to valid
1 month extensions having been made in each case (such date falling 12 months or up to 24 months, as applicable, after the closing of
the IPO being referred to as the Termination Date)), such failure shall trigger an automatic redemption of the Public Shares (an
Automatic Redemption Event) and the directors of the Company shall take all such action necessary to (i) cease all operations except
for the purpose of winding up (ii) as promptly as reasonably possible but no more than ten (10) Business Days thereafter to redeem the
Public Shares to the holders of Public Shares, on a pro rata basis, in cash at a per-share amount equal to the applicable Per-Share Redemption
Price; and (iii) as promptly as reasonably possible following such Automatic Redemption Event, subject to the approval of our remaining
Members and our directors, liquidate and dissolve the Company, subject to the Company’s obligations under the Act to provide for
claims of creditors and the requirements of other applicable law. In the event of an Automatic Redemption Event, only the holders of Public
Shares shall be entitled to receive pro rata redeeming distributions from the Trust Account with respect to their Public Shares.”;
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a
proposal to amend the Company’s Trust Agreement, which must be approved by the affirmative vote of sixty five percent (65%)
of the then issued and outstanding ordinary shares, in the form set forth in Annex B, by and between the Company and
Continental Stock Transfer & Trust Company (the “Trustee”), allowing the Company to extend the Termination Date from
May 10, 2025 until November 10, 2025, by way of twelve one-month extensions to up to November 10, 2025, unless the
closing of the Company’s initial business combination shall have occurred, provided the Extension Payment is made (the
“Trust Amendment Proposal”); |
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a proposal to amend, by special resolution the Company’s Amended and Restated Memorandum and Articles of Association to remove the requirements limiting the Company’s ability to consummate an initial business combination if it would have less than $5,000,001 in net tangible assets (the “Redemption Limitation”) prior to or upon consummation of such initial business combination (the “NTA Proposal”). The text of the special resolution is as follows: “RESOLVED, as a special resolution, that, subject to and conditional upon the trust account having net tangible assets of at least US$5,000,001 as at the date of this special resolution, the Amended and Restated Memorandum and Articles of Association of the Company be amended by the deletion of the existing Article 35.5(c), in its entirety and the insertion of the following language in its place:
In no event
will the Company consummate the Tender Redemption Offer or the Redemption Offer under Article
35.5(a) or 35.5(b) or an Amendment Redemption Event under Article 35.11 if such redemptions
would cause the Company to have net tangible assets of less than any net tangible asset or
cash requirement which may be contained in the agreement relating to the Business Combination”;
and |
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a
proposal to approve by ordinary resolution the adjournment of the Extraordinary General Meeting to a later date or dates,
if necessary, to permit further solicitation and vote of proxies if there are insufficient votes for, or otherwise in connection
with, the approval of the Extension Amendment Proposal, Trust Amendment Proposal and the NTA Proposal, which we refer to as the “Adjournment
Proposal.” The Adjournment Proposal will only be presented at the Extraordinary General Meeting if there are not sufficient
votes to approve the Extension Amendment Proposal, the Trust Amendment Proposal or the NTA Proposal. |
The
purpose of the Extension Amendment Proposal and the Trust Amendment Proposal is to allow us additional time and a lower incremental and
aggregate cost for the Extension to complete the proposed transaction contemplated by that certain Business Combination Agreement (the
“Business Combination Agreement”), dated June 28, 2024, by and among the Company, Electrified Materials Corporation, a Delaware
corporation (“Pubco”), AITR Merger Sub 1 Corp, a Delaware corporation and a wholly-owned subsidiary of Pubco, AITR Merger
Sub 2 Corp, a Delaware corporation and a wholly-owned subsidiary of Pubco, and American Metals LLC, an Indiana limited liability company
(“American Metals”). The transactions contemplated by the Business Combination Agreement are collectively referred to as
the “Business Combination.” For more information about the Business Combination, see our Current Report on Form 8-K filed
with the U.S. Securities Exchange Commission (the “SEC”) on July 1, 2024.
The
purpose of the NTA Proposal and, if necessary, the Adjournment Proposal, is to facilitate the consummation of the initial business combination
by removing certain asset requirements that may otherwise hinder the likelihood of completing the initial business combination. Therefore,
the Board has determined that it is in the best interests of the Company and our shareholders to remove the Company’s net tangible
asset requirement to facilitate the completion of our initial business combination.
While
we are using our best efforts to complete the Business Combination as soon as practicable, our board of directors (the
“Board”) believes that there will not be sufficient time before the Initial Termination Date to complete the
Business Combination without incurring significant cost to extend the Initial Termination Date under the current terms of our
existing charter. Accordingly, the Board believes that to be able to consummate the Business Combination, we will need to obtain the
Extension. Without the Extension, the Board believes that there is significant risk that we might not, despite our best efforts, be
able to complete the Business Combination on or before the Initial Termination Date. If that were to occur, we would be
precluded from completing the Business Combination and would be forced to liquidate even if our shareholders are otherwise in favor
of consummating the Business Combination.
If
the Extension is approved and implemented, subject to satisfaction of the conditions to closing in the Business Combination Agreement
(including, without limitation, receipt of shareholder approval of Business Combination), we intend to complete the Business Combination
as soon as possible and in any event on or before the Extended Date.
In
connection with the Extension Amendment Proposal, public shareholders may elect to redeem their public shares for a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the trust account (the “Trust Account”), including interest
(which interest shall be net of taxes payable), divided by the number of then outstanding ordinary shares issued in our IPO, which shares
we refer to as the “public shares,” and which election we refer to as the “Election,” regardless of whether such
public shareholders vote on the Extension Amendment Proposal. We 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
$[ ] that was in the Trust Account as of October 18, 2024, the record date.
If
the Extension Amendment Proposal is approved by the requisite vote of shareholders, the remaining holders of public shares will retain
their right to redeem their public shares when the Business Combination is submitted to the shareholders, subject to any limitations
set forth in our existing charter as amended by the Extension Amendment. In addition, public shareholders who do not make the Election
would be entitled to have their public shares redeemed for cash if the Company has not completed a business combination by the Extended
Date.
The
Sponsor currently beneficially owns 1,452,000 Founder Shares (as defined below) of the 1,500,000 Founder Shares that were
issued to the Sponsor prior to the Company’s IPO, and 277,750 private placement units (the “Private Placement
Units,”) that were purchased by the Sponsor in a private placement that closed simultaneously with the closing of the IPO.
AITR’s Chief Financial Officer and independent directors directly own an aggregate of 48,000 Founder Shares, which they
purchased from the Sponsor at the original purchase price. “Founder Shares” refers to the 1,500,000 ordinary shares
initially purchased by the Sponsor including those shares issued to certain of AITR’s officers and directors. In addition, EF
Hutton LLC (“EF Hutton”), the representative of the underwriters in AITR’s IPO, owns an aggregate of 60,000
ordinary shares (the “Representative Shares”) issued in connection with the IPO, and does not have redemption rights
with respect to these shares. In the event of a liquidation, our Sponsor, directors and officers, and EF Hutton will not receive any
monies held in the Trust Account as a result of their ownership of the Founder Shares, the Private Placement Units or the
Representative Shares.
To
exercise your redemption rights, you must demand that the Company redeem your public shares for a pro rata portion of the funds held
in the Trust Account and tender your shares to the Company’s transfer agent at least two business days prior to the Extraordinary
General Meeting (or November 6, 2024). You may tender your shares by either delivering your share certificate to the transfer
agent or by delivering your shares electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system.
If you hold your shares in street name, you will need to instruct your bank, broker or other nominee to withdraw the shares from your
account to exercise your redemption rights.
Based
upon the current amount in the Trust Account, the Company anticipates that the per-share price at which public shares will be redeemed
from cash held in the Trust Account will be approximately $[ ] at the time of the Extraordinary General Meeting. The
closing price of the Company’s ordinary shares on the record date is $[10.54]. The approximate redemption price per share to be
paid for redemptions is $[ ] per share (the “Redemption Price”) as of the record date. The Company cannot
assure shareholders that they will be able to sell the Company’s ordinary shares in the open market, even if the market price per
share is higher than the Redemption Price, as there may not be sufficient liquidity in its securities when such shareholders wish to
sell their shares.
Approval
of the Extension Amendment Proposal and the Trust Amendment Proposal is a condition to the implementation of the Extension.
If
the Extension Amendment Proposal and the Trust Amendment Proposal are not approved, in accordance with our existing charter, we will
(i) cease all operations except for the purpose of winding up (ii) as promptly as reasonably possible but no more than ten business days
thereafter to redeem the public shares to their holders, on a pro rata basis, in cash at a per-share amount equal to the applicable Redemption
Price; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders
and the Board, liquidate and dissolve the Company, subject to the Company’s obligations under the Companies Act (Revised) of the
Cayman Islands, including any statutory modification or re-enactment thereof for the time being in force (the “Act”) to provide
for claims of creditors and the requirements of other applicable law. There will be no distribution from the Trust Account with respect
to our rights, which will expire worthless in the event of our winding up.
If
the NTA Proposal is not approved and there are significant requests for redemption such that the Company’s net tangible assets
would be less than $5,000,001 prior to and upon consummation of the Business Combination, the existing charter would prevent the Company
from being able to consummate the Business Combination even if all other conditions to closing are met or waived. If the NTA Proposal
is approved and the existing charter is amended to remove the net tangible asset requirement and the net tangible asset condition under
the definitive agreement with American Metals LLC is waived, then it is possible that the Business Combination could be consummated even
if the Company’s net tangible assets would be less than $5,000,001 prior to and upon consummation of the Business Combination.
If NTA Proposal and the Extension Proposal are approved, all of the references in this proxy statement to the “existing charter”
shall be deemed to mean the existing charter, as amended by the NTA Proposal.
In
the event of a liquidation, our Sponsor, directors and officers, and EF Hutton will not receive any monies held in the Trust Account
as a result of their ownership of the Founder Shares, the Private Placement Units or the Representative Shares. As a consequence, a liquidating
distribution will be made only with respect to the public shares. Certain of our executive officers have beneficial interests in the
Sponsor. Certain of AITR’s directors have indirect interest in 1,452,000 Founder Shares and 277,750 Private Placement Units directly
owned by the Sponsor.
Pursuant
to the existing charter, the Sponsor may, but is not obligated to, request that the Board extends the period of time to consummate a
business combination up to six times, each by an additional one month, provided that the Sponsor (or its affiliates or permitted designees)
will deposit additional funds into the Trust Account (the “Extension Payment”) for each such extension. Without the Extension,
the Board believes that there is significant risk that we will not, despite our best efforts, be able to complete the Business Combination
on or before the Initial Termination Date or the Termination Date. If that were to occur, we would incur significant expense in completing
the Business Combination and would be forced to consider liquidation even if our shareholders are otherwise in favor of consummating
the Business Combination.
If
the Company liquidates, the Sponsor has agreed to indemnify us to the extent any claims by a third party for services rendered or products
sold to us, or any claims by a prospective target business with which we have discussed entering into an acquisition agreement, reduce
the amount of funds in the Trust Account to below (i) $10.10 per public share or (ii) such lesser amount per public share held in the
Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case
net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all
rights to seek access to our Trust Account and except as to any claims under our indemnity of the underwriters of our IPO against certain
liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, if an executed
waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such
third-party claims. We cannot assure you, however, that the Sponsor would be able to satisfy those obligations. Based upon the current
amount in the Trust Account, we anticipate that the per-share price at which public shares will be redeemed from cash held in the Trust
Account will be approximately $[ ] based on the Trust Account amount as of the record date. Nevertheless, the Company
cannot assure you that the per share distribution from the Trust Account, if the Company liquidates, will not be less than $10.10, plus
interest, due to unforeseen claims of creditors.
If
the Extension Amendment Proposal and the Trust Amendment Proposal are approved, the Company, pursuant to the terms of the Trust Agreement,
will (i) remove from the Trust Account an amount, which we refer to as the “Withdrawal Amount,” equal to the number of public
shares properly redeemed multiplied by the per-share price, equal to the aggregate amount then on deposit in the Trust Account, including
interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares and (ii) deliver to
the holders of such redeemed public shares their portion of the Withdrawal Amount. The remainder of such funds shall remain in the Trust
Account and be available for use by the Company to complete a business combination on or before the Extended Date. Holders of public
shares who do not redeem their public shares now will retain their redemption rights and their ability to vote on a business combination
through the Extended Date if the Extension Amendment Proposal is approved.
If
the Extension Amendment Proposal and the Trust Amendment Proposal are approved, our Sponsor or its designees has agreed to loan to us
up to $600,000 to fund the Extension Payments, if needed, unless the Closing of the Company’s initial business combination shall
have occurred sooner (the “Extension Loan”), which amount will be deposited into the Trust Account on a monthly basis. The
Extension Loan is conditioned upon the implementation of the Extension Amendment Proposal and the Trust Amendment Proposal. The Extension
Loan will not occur if the Extension Amendment Proposal and the Trust Amendment Proposal are not approved, or the Extension is not completed.
The Extension Loan will not bear interest and will be repayable upon consummation of a Business Combination. If the Sponsor or its designees
advises us that it does not intend to make the Extension Loan, then the Extension Amendment Proposal, the Trust Amendment Proposal, the
NTA Proposal and the Adjournment Proposal will still be put before the shareholders at the Extraordinary General Meeting.
Our
Board has fixed the close of business on October 18, 2024, as the date for determining our Company shareholders entitled to receive
notice of and vote at the Extraordinary General Meeting and any adjournment thereof (the “record date”). Only holders of
record of the Company’s ordinary shares on that date are entitled to have their votes counted at the Extraordinary General Meeting
or any adjournment thereof. On the record date of the Extraordinary General Meeting, there were 6,000,000 redeemable ordinary shares
and 1,837,750 non-redeemable ordinary shares outstanding. The Company’s rights do not have voting rights in connection with the
Extension Amendment Proposal, the Trust Amendment Proposal, the NTA Proposal or the Adjournment Proposal.
This
Proxy Statement contains important information about the Extraordinary General Meeting and the proposals. Please read it carefully and
vote your shares.
We
will pay for the entire cost of soliciting proxies from our working capital. We have engaged Laurel Hill Advisory Group LLC (the
“Proxy Solicitor”) to assist in the solicitation of proxies for the Extraordinary General Meeting. We have agreed to pay
the Proxy Solicitor its customary fee of $8,500. We will also reimburse the Proxy Solicitor for reasonable out-of-pocket expenses and will
indemnify the Proxy Solicitor and its affiliates against certain claims, liabilities, losses, damages and expenses. In addition to these
mailed proxy materials, our directors and officers may also solicit proxies in person, by telephone or by other means of communication.
These parties will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other
agents for the cost of forwarding proxy materials to beneficial owners. While the payment of these expenses will reduce the cash available
to us to consummate an initial business combination if the Extension is approved, we do not expect such payments to have a material effect
on our ability to consummate an initial business combination.
This
Proxy Statement is dated October 28, 2024 and is first being mailed to shareholders on or about October 28, 2024.
October
28, 2024 |
By
Order of the Board of Directors |
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/s/
Yongjin Chen |
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Yongjin
Chen |
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Chairman
of the Board and Chief Executive Officer |
QUESTIONS
AND ANSWERS ABOUT THE EXTRAORDINARY GENERAL 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 carefully read the entire document, including the annexes to this Proxy Statement.
Why
am I receiving this Proxy Statement? |
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We
are a blank check company incorporated in the Cayman Islands on May 9, 2022, for the purpose
of effecting a business combination via the initial acquisition by the company, whether
through a merger, share reconstruction or amalgamation, asset or share acquisition,
exchangeable share transaction, contractual control arrangement or other similar
type of transaction with one or more businesses. A total of $60,600,000, comprised
of the proceeds from the IPO after offering expenses and a portion of the proceeds of the
sale of the 277,750 Private Placement Units, was placed in a U.S.-based trust account maintained
by the Trustee on November 10, 2023.
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Like
most blank check companies, our existing charter provides for the return of our IPO proceeds held in trust to the holders of our
public shares if there is no qualifying business combination(s) consummated on or before a certain date, which was initially November
10, 2024, subject to six one-month extensions to May 10, 2025. Our Board believes that it is in the best interests of the shareholders
to continue our existence until the Extended Date in order to allow us until November 10, 2025 to complete the Business Combination. |
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The
purpose of the Extension Amendment Proposal and the Trust Amendment Proposal is to allow us additional time to complete the Business
Combination. For more information about the Business Combination, see our Current Report on Form 8-K filed with the SEC on July 1,
2024. The purpose of the NTA Proposal and, if necessary, the Adjournment Proposal, is to facilitate the consummation of the initial
business combination by removing certain asset requirements that may otherwise hinder the likelihood of completing the initial business
combination. Therefore, the Board has determined that it is in the best interests of the Company and our shareholders to remove the
Company’s net tangible asset requirement to facilitate the completion of our initial business combination. |
What
is being voted on? |
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You are being
asked to vote on: |
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a
by special resolution to amend the Company’s Amended and Restated Memorandum and Articles of Association, which we refer to
as the “existing charter,” in the form set forth in Annex A to the accompanying Proxy Statement, which we refer to as
the “Extension Amendment” and such proposal the “Extension Amendment Proposal,” to extend the date by which
the Company must (i) consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business
combination involving the Company and one or more businesses, which we refer to as a “business combination,” (ii) cease
its operations if it fails to complete such business combination, and (iii) redeem or repurchase 100% of the Company’s redeemable
ordinary shares included as part of the units sold in the Company’s initial public offering effective November 10, 2023, which
we refer to as the “IPO,” from November 10, 2024 (the “Termination Date”), subject to twelve one-month extensions
to November 10, 2025, unless the closing of the Company’s initial business combination shall have occurred, which we refer
to as the “Extension,” and such later date, the “Extended Date,” provided that (i) AI Transportation Corp.,
the Company’s sponsor (the “Sponsor”) (or its affiliates or permitted designees), will pay the lesser of $0.0333
per public share or $50,000 (the “Extension Payment”) for each Extension, and (ii) the procedures relating to any such
extension, as set forth in the Company’s Investment Management Trust Agreement, dated as of November 8, 2023, as amended (the
“Trust Agreement”), shall have been complied with; |
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a
proposal by special resolution to amend the Company’s Trust Agreement, in the form set forth in Annex B, by and between the
Company and Continental Stock Transfer & Trust Company (the “Trustee”), allowing the Company to extend the Termination
Date until November 10, 2025, subject to twelve one-month extensions to November 10, 2025, unless the closing of the Company’s
initial business combination shall have occurred, provided the Extension Payment is made (the “Trust Amendment Proposal”); |
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a
proposal, by special resolution to remove the requirements limiting the Company’s ability to consummate an initial business
combination if it would have less than $5,000,001 in net tangible assets (the “Redemption Limitation”) prior to or upon
consummation of such initial business combination by amending the Company’s Amended and Restated Memorandum and Articles of
Association (the “NTA Proposal”); and |
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a
proposal to approve the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary, to permit further
solicitation and vote of proxies if there are insufficient votes for, or otherwise in connection with, the approval of the Extension
Amendment Proposal, Trust Amendment Proposal and the NTA Proposal, which we refer to as the “Adjournment Proposal.” The
Adjournment Proposal will only be presented at the Extraordinary General Meeting if there are not sufficient votes to approve the
Extension Amendment Proposal. |
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The
Extension Amendment Proposal and the Trust Amendment Proposal are required for the implementation of our Board’s plan to extend
the date that we must complete our initial business combination at a lower incremental and aggregate cost for the Extension. The
purpose of the Extension Amendment and the Trust Amendment is to allow the Company more time to complete the Business Combination.
Approval of the Extension Amendment Proposal and the Trust Amendment Proposal is a condition to the implementation of the Extension.
The purpose of the NTA Proposal and, if necessary, the Adjournment Proposal, is to facilitate the consummation of the initial business
combination by removing certain asset requirements that may otherwise hinder the likelihood of completing the initial business combination.
Therefore, the Board has determined that it is in the best interests of the Company and our shareholders to remove the Company’s
net tangible asset requirement to facilitate the completion of our initial business combination. |
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If
the Extension Amendment Proposal and the Trust Amendment Proposal are approved, the Company, pursuant to the terms of the Trust Agreement,
will (i) remove from the Trust Account an amount, which we refer to as the “Withdrawal Amount,” equal to the number of
public shares properly redeemed multiplied by the per-share price, equal to the aggregate amount then on deposit in the Trust Account,
including interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares and (ii)
deliver to the holders of such redeemed public shares their portion of the Withdrawal Amount. The remainder of such funds shall remain
in the Trust Account and be available for use by the Company to complete a business combination on or before the Extended Date. Holders
of public shares who do not redeem their public shares now will retain their redemption rights and their ability to vote on a business
combination through the Extended Date if the Extension Amendment Proposal and the Trust Amendment Proposal are approved. |
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We
cannot predict the amount that will remain in the Trust Account if the Extension Amendment Proposal and the Trust Amendment Proposal
are approved and the amount remaining in the Trust Account may be only a small fraction of the approximately $[
] that was in the Trust Account as of the record date. In such event, we may need to obtain additional funds to complete an initial
business combination, and there can be no assurance that such funds will be available on terms acceptable to the parties or at all. |
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If
the Extension Amendment Proposal and the Trust Amendment Proposal are not approved, in accordance
with our existing charter, we will (i) cease all operations except for the purpose of winding
up (ii) as promptly as reasonably possible but no more than ten business days thereafter
to redeem the public shares to their holders, on a pro rata basis, in cash at a per-share
amount equal to the applicable Redemption Price; and (iii) as promptly as reasonably possible
following such redemption, subject to the approval of our remaining shareholders and the
Board, liquidate and dissolve the Company, subject to the Company’s obligations under
the Act to provide for claims of creditors and the requirements of other applicable law.
There will be no distribution from the Trust Account with respect to our rights, which will
expire worthless in the event of our winding up.
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If
the NTA Proposal is not approved and there are significant requests for redemption such that
the Company’s net tangible assets would be less than $5,000,001 prior to and upon consummation
of the Business Combination, the existing charter would prevent the Company from being able
to consummate the Business Combination even if all other conditions to closing are met or
waived. If the NTA Proposal is approved and the existing charter is amended to remove the
net tangible asset requirement and the net tangible asset condition under the definitive
agreement with American Metals LLC is waived, then it is possible that the Business Combination
could be consummated even if the Company’s net tangible assets would be less than $5,000,001
prior to and upon consummation of the Business Combination. If NTA Proposal and the Extension
Proposal are approved, all of the references in this proxy statement to the “existing
charter” shall be deemed to mean the existing charter, as amended by the NTA Proposal.
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In
the event of a liquidation, our Sponsor, directors and officers, and EF Hutton will not receive any monies held in the Trust Account
as a result of their ownership of the Founder Shares, the Private Placement Units or the Representative Shares. |
Why
is the Company proposing the Extension Amendment Proposal, the Trust Amendment Proposal, the NTA Proposal and the Adjournment Proposal? |
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Our
existing charter provides that we have until November 10, 2024, subject to six one-month
extensions to May 10, 2025, to complete our initial business combination. Our Board has determined
that it is in the best interests of our shareholders to approve the Extension Amendment Proposal,
the Trust Amendment Proposal, the NTA Proposal and, if necessary, the Adjournment Proposal.
The approval of the Extension Amendment Proposal and the Trust Amendment Proposal will allow
for additional time to consummate the Business Combination and a lower incremental and aggregate
cost for the Extension. While we are using our best efforts to complete the Business Combination
as soon as practicable, the Board believes that there will not be sufficient time before
the Initial Termination Date to complete the Business Combination without incurring
significant cost to extend the Initial Termination Date under the current terms of
our existing charter. Accordingly, the Board believes that to be able to consummate the Business
Combination efficiently, we will need to obtain the Extension. Without the Extension, the
Board believes that there is significant risk that we will not, despite our best efforts,
be able to complete the Business Combination, or without incurring significant cost to extend
the Initial Termination Date under the current terms of our existing charter. If the
Business Combination does not occur before the Initial Termination Date or the Initial Termination
Date is otherwise extended on the higher-cost terms of the existing charter, we would be
precluded from completing the Business Combination and would be forced to liquidate even
if our shareholders are otherwise in favor of consummating the Business Combination.
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The
purpose of the NTA Proposal and, if necessary, the Adjournment Proposal, is to facilitate the consummation of the initial business
combination by removing certain asset requirements that may otherwise hinder the likelihood of completing the initial business combination.
Therefore, the Board has determined that it is in the best interests of the Company and our shareholders to remove the Company’s
net tangible asset requirement to facilitate the completion of our initial business combination. |
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If
the Extension is approved and implemented, subject to satisfaction of the conditions to closing in the Business Combination Agreement
(including, without limitation, receipt of shareholder approval of the Business Combination), we intend to complete the Business
Combination as soon as possible and in any event on or before the Extended Date. |
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The
Company believes that given its expenditure of time, effort and money on completing the Business Combination, circumstances warrant
providing public shareholders an opportunity to consider the Business Combination. Accordingly, the Board is proposing the Extension
Amendment Proposal to amend our existing charter in the form set forth in Annex A hereto to extend the date by which we must
(i) consummate a business combination, (ii) cease our operations if we fail to complete such business combination, and (iii) redeem
or repurchase 100% of our redeemable ordinary shares included as part of the units sold in our IPO from November 10, 2024, subject
to twelve one-month extensions to up to November 10, 2025, unless the closing of the Company’s initial business
combination shall have occurred, which we refer to as the “Extension,” and such later date, the “Extended
Date,” provided that (i) the Sponsor (or its affiliates or permitted designees), will deposit into the trust account the
lesser of $0.0333 per public share or $50,000 (the “Extension Payment”) for each Extension, and (ii) the procedures
relating to any such extension, as set forth in the Trust Agreement, shall have been complied with. |
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You
are not being asked to vote on the Business Combination at this time. If the Extension is implemented and you do not elect to redeem
your public shares, provided that you are a shareholder on the record date for a meeting to consider the Business Combination, you
will retain the right to vote on the Business Combination when it is submitted to shareholders and the right to redeem your public
shares for cash in the event the Business Combination is approved and completed or we have not consummated a business combination
by the Extended Date. |
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If
the Extension Amendment Proposal and the Trust Amendment Proposal are not approved, we may
put the Adjournment Proposal to a vote to seek additional time to obtain sufficient votes
in support of the Extension. If the Adjournment Proposal is not approved, the Chairman
may not be able to adjourn the Extraordinary General Meeting to a later date or dates if
there are insufficient votes for, or otherwise in connection with, the approval of the Extension
Amendment Proposal and the Trust Amendment Proposal.
If
the NTA Proposal is not approved and there are significant requests for redemption such that the Company’s net tangible assets
would be less than $5,000,001 prior to and upon consummation of the Business Combination, the existing charter would prevent the
Company from being able to consummate the Business Combination even if all other conditions to closing are met or waived. If the
NTA Proposal is approved and the existing charter is amended to remove the net tangible asset requirement and the net tangible asset
condition under the definitive agreement with American Metals LLC is waived, then it is possible that the Business Combination could
be consummated even if the Company’s net tangible assets would be less than $5,000,001 prior to and upon consummation of the
Business Combination. If NTA Proposal and the Extension Proposal are approved, all references in this proxy statement to the “existing
charter” shall be deemed to mean the existing charter, as amended by the NTA Proposal. |
Why
should I vote “FOR” the Extension Amendment Proposal and the Trust Amendment Proposal? |
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Our
Board believes shareholders will benefit from the consummation of the Business Combination
and is proposing the Extension Amendment Proposal and the Trust Amendment Proposal to extend
the date by which we must complete a business combination until the Extended Date. The Extension
would give us additional time to complete the Business Combination and a lower incremental
and aggregate cost for the Extension.
The
Board believes that it is in the best interests of our shareholders that the Extension be obtained to provide additional amount of
time to consummate the Business Combination. Without the Extension, we believe that there is substantial risk that we will not, despite
our best efforts, be able to complete the Business Combination. If that were to occur, we would be precluded from completing the
Business Combination and would be forced to liquidate even if our shareholders are otherwise in favor of consummating the Business
Combination. |
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We
believe that given our expenditure of time, effort and money on completing the Business Combination,
it is in the best interests of our shareholders that we obtain the Extension. Our Board believes
the Business Combination will provide significant benefits to our shareholders. For more
information about the Business Combination, see our Current Report on Form 8-K filed with
the SEC on July 1, 2024.
Our
Board recommends that you vote in favor of the Extension Amendment Proposal and in favor of the Trust Amendment Proposal. |
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Why
should I vote “FOR” the NTA Proposal? |
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The
adoption of the proposed amendments to remove the net asset test limitation from the Company’s
existing charter is being proposed in the
NTA Proposal to facilitate the consummation of the Business Combination, by removing the
limitation on its ability to consummate an initial business combination if the Company would
have less than $5,000,001 in net tangible assets prior to or upon consummation of such initial
business combination. The purpose of the net asset test limitation was initially to ensure
that the Company’s Ordinary Shares are not deemed to be a “penny stock”
pursuant to Rule 3a51-1 under the Exchange Act. Because the Ordinary Shares would not be
deemed to be a “penny stock” pursuant to other applicable provisions of Rule
3a51-1 under the Exchange Act, the Company is presenting the NTA Proposal so that the parties
may consummate the Business Combination even if it does not have at least $5,000,001 in net
tangible assets prior to or upon consummation of the Business Combination.
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If
the Company redeems its public shares in an amount in excess of the current Redemption Limitation and its securities do not meet
Nasdaq’s continued listing requirements, Nasdaq may delist the Company’s securities from trading on its exchange. If
Nasdaq delists any of the Company’s securities from trading on its exchange and it is not able to list such securities on another
approved national securities exchange, the Company expects that such securities could be quoted on an over-the-counter market. If
this were to occur, Company could face significant material adverse consequences, including: (i) a limited availability of market
quotations for the Company’s securities, (ii) reduced liquidity for the Company’s securities, (iii) a determination that
the Company’s public shares are “penny stocks” which will require brokers trading in the Company’s public
shares to adhere to more stringent rules, including being subject to the depository requirements of Rule 419 of the Securities Act,
and possibly result in a reduced level of trading activity in the secondary trading market for the Company’s securities, (iv)
a decreased ability to issue additional securities or obtain additional financing in the future, and (v) a less attractive acquisition
vehicle to a target business in connection with an initial business combination. The National Securities Markets Improvement Act
of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred
to as “covered securities.” The Company’s public shares, units and warrants qualify as covered securities under
such statute. If the Company were no longer listed on Nasdaq, its securities would not qualify as covered securities under such statute
and it would be subject to regulation in each state in which it offers its securities. |
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Why
should I vote “FOR” the Adjournment Proposal?
|
|
If
the Adjournment Proposal is not approved by our shareholders, our Chairman may not be
able to adjourn the Extraordinary General Meeting to a later date if there are insufficient
votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal
and the Trust Amendment Proposal.
|
How
do the Company insiders intend to vote their shares? |
|
The
Sponsor and our directors and officers are expected to vote any ordinary shares over which they have voting control (including any
public shares owned by them) in favor of the Extension Amendment Proposal, the Trust Amendment Proposal and the NTA Proposal. Currently,
our Sponsor and our officers and directors own approximately 22.68% of our issued and outstanding ordinary shares, including 1,500,000
Founder Shares and 277,750 ordinary shares included in the Private Placement Units. Our Sponsor, directors and officers do not intend
to purchase ordinary shares in the open market or in privately negotiated transactions in connection with the shareholder vote on
the Extension Amendment Proposal and the Trust Amendment Proposal. |
What
vote is required to adopt the proposals? |
|
The
approval of the Extension Amendment Proposal and the NTA Proposal will each require
the approval of a special resolution by the affirmative vote of at least two-thirds of the holders of the issued and outstanding ordinary shares, including
the Founder Shares, the ordinary shares included in the Private Placement Units, and the
Representative Shares on the record date
who, being present in person (including virtually) or represented by proxy at the Extraordinary General Meeting or
any adjournment thereof and entitled to vote on such matter, vote at the Extraordinary General Meeting. As
our existing charter requires resolutions put to the vote of a meeting to be decided by poll, in accordance with section 60(4) of the
Act, regard shall be had to the number of votes to which each member is entitled to cast when computing whether the requisite approval
threshold has been obtained to pass the Extension Amendment Proposal and the NTA Proposal.
The Trust Amendment Proposal must be approved by the affirmative vote of sixty five percent (65%) of the then issued
and outstanding ordinary shares. The
Adjournment Proposal must be approved by an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority
of the holders of the issued and outstanding Ordinary Shares of the Company, who, being present in person (including virtually) or
represented by proxy at the Extraordinary General Meeting or any adjournment thereof and entitled to vote on such matter, vote at
the Extraordinary General Meeting. Abstentions and broker non-votes will have no effect on this proposal, assuming that a quorum
is present. |
What
if I don’t want to vote “FOR” the Extension Amendment Proposal, the Trust Amendment Proposal or the NTA Proposal? |
|
If
you do not want the Extension Amendment Proposal, the Trust Amendment Proposal or the NTA Proposal to be approved, you must abstain,
not vote, or vote “AGAINST” such proposal. You will be entitled to redeem your public shares for cash in connection with
this vote whether or not you vote on the Extension Amendment Proposal, the Trust Amendment Proposal or the NTA Proposal so long as
you elect to redeem your public shares for a pro rata portion of the funds available in the Trust Account in connection with the
Extension Amendment. If the Extension Amendment Proposal and the Trust Amendment Proposal are approved, and the Extension is implemented,
then the Withdrawal Amount will be withdrawn from the Trust Account and paid to the redeeming holders. |
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What
happens if the Extension Amendment Proposal and the Trust Amendment Proposal are not approved? |
|
If
the Extension Amendment Proposal and the Trust Amendment Proposal are not approved and we do not consummate the Business Combination
by November 10, 2024, in accordance with our existing charter, we will incur significant cost to extend the Initial
Termination Date or otherwise (i) cease all operations except for the purpose of winding up (ii) as promptly as reasonably
possible but no more than ten business days thereafter to redeem the public shares to their holders, on a pro rata basis, in cash at
a per-share amount equal to the applicable Redemption Price; and (iii) as promptly as reasonably possible following such redemption,
subject to the approval of our remaining shareholders and the Board, liquidate and dissolve the Company, subject to the
Company’s obligations under the Act to provide for claims of creditors and the requirements of other applicable law. There
will be no distribution from the Trust Account with respect to our rights, which will expire worthless in the event of our winding
up.
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In
the event of a liquidation, our Sponsor, directors and officers will not receive any monies held in the Trust Account as a result
of their ownership of the Founder Shares or Private Placement Units. |
If
the Extension Amendment Proposal and the Trust Amendment Proposal are approved, what happens next? |
|
If
the Extension Amendment Proposal and the Trust Amendment Proposal are approved, we will continue to attempt to consummate the Business
Combination until the Extended Date. We expect to seek shareholder approval of the Business Combination. If shareholders approve
the Business Combination, we expect to consummate the Business Combination as soon as possible following such shareholder approval.
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Because
we have only a limited time to complete our initial business combination, even if we are able to effect the Extension, our failure
to complete the Business Combination within the requisite period will require us to liquidate or incur significant cost to extend
the Initial Termination Date under the current terms of our existing charter. If we liquidate, our public shareholders may
only receive $10.10 per share or less, and our rights will expire worthless. Liquidation will also cause you to
lose any potential investment opportunity in a target company and the chance of realizing future gains on your investment through
any price appreciation in PubCo pursuant to the proposed business combination with American Metals LLC. |
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Upon
approval of (i) the Extension Amendment Proposal by a special resolution approved by holders of at least two-thirds of the
holders of the issued and outstanding ordinary shares present and entitled to vote as of the record date and (ii) the Trust Amendment
Proposal, and subject to the trust account having net tangible assets of at least US$5,000,001 as at the date of the special
resolution, we will amend our existing charter in the form set forth in Annex A hereto to extend the time we have
to complete a business combination until the Extended Date. We will remain a reporting company under the Securities Exchange Act
of 1934, as amended (the “Exchange Act”) and our units, ordinary shares and public rights will remain publicly traded. |
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What
happens to the Company’s rights if the Extension Amendment Proposal and the Trust Amendment Proposal are not approved? |
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If
the Extension Amendment Proposal and the Trust Amendment Proposal are not approved and we have not consummated the Business Combination
by the Initial Termination Date, there will be no distribution from the Trust Account with respect to our rights, which will expire
worthless in the event of our winding up. |
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What
happens to the Company’s rights if the Extension Amendment Proposal and the Trust Amendment Proposal are approved? |
|
If
the Extension Amendment Proposal and the Trust Amendment Proposal are approved, we will retain the blank check company restrictions
previously applicable to us and continue to attempt to consummate a business combination until the Extended Date. The public rights
will remain outstanding. |
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What
happens to the Company’s rights if the NTA Proposal is approved? |
|
If
the NTA Proposal is approved and the existing charter is amended to remove the net tangible asset requirement and the net tangible
asset condition under the definitive agreement with American Metals LLC is waived, then it is possible that the Business Combination
could be consummated even if the Company’s net tangible assets would be less than $5,000,001 prior to and upon consummation
of the Business Combination. The public rights will remain outstanding. |
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What
happens to the Company’s rights if the NTA Proposal is not approved? |
|
If
the NTA Proposal is not approved and there are significant requests for redemption such that the Company’s net tangible assets
would be less than $5,000,001 prior to and upon consummation of the Business Combination, the existing charter would prevent the
Company from being able to consummate the Business Combination even if all other conditions to closing are met or waived. If the
NTA Proposal is approved and the existing charter are amended to remove the net tangible asset requirement and the net tangible asset
condition under the definitive agreement with American Metals LLC is waived, then it is possible that the Business Combination could
be consummated even if the Company’s net tangible assets would be less than $5,000,001 prior to and upon consummation of the
Business Combination. |
Am
I able to exercise my redemption rights in connection with the Business Combination? |
|
If
you were a holder of ordinary shares as of the close of business on the record date for a meeting to seek shareholder approval of
the Business Combination, you will be able to vote on the business combination. The Extraordinary General Meeting relating to the
Extension Amendment Proposal, the Trust Amendment Proposal and the NTA Proposal does not affect your right to elect to redeem your
public shares in connection with the Business Combination, subject to any limitations set forth in our existing charter (including
the requirement to submit any request for redemption in connection with the Business Combination on or before the date that is two
business days before the Extraordinary General Meeting of shareholders to vote on the Business Combination). If you disagree
with the Business Combination, you will retain your right to redeem your public shares upon consummation of the Business Combination
in connection with the shareholder vote to approve the Business Combination, subject to any limitations set forth in our existing
charter. |
How
do I attend the meeting? |
|
You may attend the meeting in person or virtually. For virtual participation, you
will need your control number for access. If
you do not have your control number, contact Continental Stock Transfer & Trust Company at the phone number or e-mail address
below. Beneficial investors who hold shares through a bank, broker or other intermediary, will need to contact them and obtain a
legal proxy. Once you have your legal proxy, contact Continental Stock Transfer & Trust Company to have a control number generated.
Continental Stock Transfer & Trust Company contact information is as follows: 1 State Street Plaza, 30th Floor, New York, New
York 10004, or email proxy@continentalstock.com. |
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Shareholders
will also have the option to listen to the Extraordinary General Meeting by telephone by calling: |
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● |
Within
the U.S. and Canada: +1 800- 450-7155 (toll-free) |
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● |
Outside
the U.S. and Canada: +1 857-999-9155 (standard rates apply) |
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The
passcode for telephone access: 5382572#. You will not be able to vote or submit questions unless you register for and log
in to the Extraordinary General Meeting webcast as described herein. |
How
do I change or revoke my vote? |
|
You
may change your vote by e-mailing a later dated, signed proxy card to proxy@continentalstock.com,
so that it is received by us prior to the Extraordinary General Meeting or by attending the
Extraordinary General Meeting online and voting. You also may revoke your proxy by sending
a notice of revocation to us, which must be received by us prior to the Extraordinary General
Meeting.
Please
note, however, that if on the record date your shares were held, not in your name, but rather in an account at a brokerage firm,
custodian bank, or other nominee, then you are the beneficial owner of shares held in “street name” and these proxy materials
are being forwarded to you by that organization. If your shares are held in street name, and you wish to attend the Extraordinary
General Meeting and vote at the Extraordinary General Meeting, you must follow the instructions included with the enclosed
proxy card. |
How
are votes counted? |
|
Votes
will be counted by the inspector of election appointed for the meeting, who will separately
count “FOR” and “AGAINST” votes and abstentions. The Extension Amendment
Proposal and the Trust Amendment Proposal must be approved by the affirmative vote of sixty
five percent (65%) of the then issued and outstanding ordinary shares, including the
Founder Shares, the ordinary shares included in the Private Placement Units, and the Representative
Shares as of the record date who, being present in person (including virtually) or represented by proxy at the Extraordinary General Meeting or
any adjournment thereof and entitled to vote on such matter, vote at the Extraordinary General Meeting. As
our existing charter requires resolutions put to the vote of a meeting to be decided by poll, in accordance with section 60(4) of the
Act, regard shall be had to the number of votes to which each member is entitled to cast when computing whether the requisite approval
threshold has been obtained to pass the Extension Amendment Proposal and the NTA Proposal. Accordingly, a Company shareholder’s failure
to vote by proxy or to vote online at the Extraordinary General Meeting or an abstention
with respect to the Extension Amendment Proposal, the Trust Amendment Proposal or the NTA
Proposal will have the same effect as a vote “AGAINST” such proposal.
The
approval of the Adjournment Proposal requires the affirmative vote of the majority of the votes cast by shareholders represented
in person or by proxy. Accordingly, a Company shareholder’s failure to vote by proxy or to vote online at the Extraordinary
General Meeting will not be counted towards the number of ordinary shares required to validly establish a quorum, and if a valid
quorum is otherwise established, it will have no effect on the outcome of any vote on the Adjournment Proposal.
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Abstentions
will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the outcome
of the Adjournment Proposal. |
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If
my shares are held in “street name,” will my broker automatically vote them for me? |
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No.
Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with
respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures
provided to you by your broker, bank, or nominee. We believe all the proposals presented to the shareholders will be considered non-discretionary
and therefore your broker, bank, or nominee cannot vote your shares without your instruction. Your bank, broker, or other nominee
can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance
with the directions you provide. If your shares are held by your broker as your nominee, which we refer to as being held in “street
name,” you may need to obtain a proxy form from the institution that holds your shares and follow the instructions included
on that form regarding how to instruct your broker to vote your shares. |
What
is a quorum requirement? |
|
A
quorum of shareholders is necessary to hold a valid meeting. Holders of a majority in voting
power of our ordinary shares on the record date issued and outstanding and entitled to vote
at the Extraordinary General Meeting, present in person or represented by proxy, constitute
a quorum.
Your
shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank
or other nominee) or if you vote online at the Extraordinary General Meeting. Abstentions will be counted towards the quorum requirement.
In the absence of a quorum within 15 minutes of the time appointed for the Extraordinary General Meeting (or if at any time during
the Extraordinary General Meeting, it becomes inquorate), the Extraordinary General Meeting shall stand adjourned to the same
time and place seven days hence, or to such other time or place as is determined by the directors. If a quorum is not present within
15 minutes of the time appointed for the adjourned Extraordinary General Meeting, then the Extraordinary General Meeting shall be
dissolved. As of the record date for the Extraordinary General Meeting, 3,918,876 ordinary shares would be required to achieve
a quorum. |
Who
can vote at the Extraordinary General Meeting? |
|
Only
holders of record of our ordinary shares at the close of business on October 18, 2024,
are entitled to have their vote counted at the Extraordinary General Meeting and any adjournments thereof. On this record date, there are currently 6,000,000 redeemable ordinary
shares and 1,837,750 non-redeemable ordinary shares outstanding and entitled to vote.
Shareholder
of Record: Shares Registered in Your Name. If on the record date your shares were registered directly in your name with our
transfer agent, Continental Stock Transfer & Trust Company, then you are a shareholder of record. As a shareholder of record,
you may vote online at the Extraordinary General Meeting or vote by proxy. Whether or not you plan to attend the Extraordinary
General Meeting, we urge you to fill out and return the enclosed proxy card not less than 48 hours before the time for holding
the Extraordinary General Meeting 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 Extraordinary General Meeting. However, since you are not the shareholder of record, you may not vote your shares online at the
Extraordinary General Meeting unless you request and obtain a valid proxy from your broker or other agent. |
Does
the Board recommend voting for the approval of the Extension Amendment Proposal, the Trust Amendment Proposal, the NTA Proposal and
the Adjournment Proposal? |
|
Yes.
After careful consideration of the terms and conditions of these proposals, our Board has determined that the Extension Amendment,
the Trust Amendment Proposal, the NTA Proposal and, if presented, the Adjournment Proposal are in the best interests of the Company
and its shareholders. The Board recommends that our shareholders vote “FOR” the Extension Amendment Proposal, the Trust
Amendment Proposal, the NTA Proposal and the Adjournment Proposal. |
What
interests do the Company’s Sponsor, directors and officers have in the approval of the proposals? |
|
Our
Sponsor, directors and officers have interests in the proposals that may be different from, or in addition to, your interests as
a shareholder. These interests include ownership of 1,500,000 Founder Shares and 277,750 Private Placement Units, which would expire
worthless if a business combination is not consummated. See the section entitled “The Extension Amendment Proposal —
Interests of our Sponsor, Directors and Officers.” |
Do
I have appraisal rights if I object to the Extension Amendment Proposal and/or the Trust Amendment Proposal? |
|
Our
shareholders do not have appraisal rights in connection with the Extension Amendment Proposal and/or the Trust Amendment Proposal. |
What
do I need to do now? |
|
We
urge you to read carefully and consider the information contained in this Proxy Statement, including the annexes, and to consider
how the proposals will affect you as our shareholder. You should then vote as soon as possible in accordance with the instructions
provided in this Proxy Statement and on the enclosed proxy card. |
How
do I vote? |
|
If
you are a holder of record of our ordinary shares, you may vote online at the Extraordinary
General Meeting or by submitting a proxy for the Extraordinary General Meeting. Whether or
not you plan to attend the Extraordinary General Meeting, we urge you to vote by proxy to
ensure your vote is counted. You may submit your proxy by completing, signing, dating and
returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope
not less than 48 hours before the time for holding the Extraordinary General Meeting. You may still attend the Extraordinary General Meeting and vote if you have
already voted by proxy.
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If
your ordinary shares 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 Extraordinary General Meeting. However,
since you are not the shareholder of record, you may not vote your shares online at the Extraordinary General Meeting unless you
request and obtain a valid proxy from your broker or other agent. |
How
do I redeem my ordinary shares? |
|
If
the Extension is implemented, each of our public shareholders may seek to redeem all or a
portion of its public shares at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the Trust Account, including interest (which interest shall be
net of taxes payable), divided by the number of then outstanding public shares. You will
also be able to redeem your public shares in connection with any shareholder vote to approve
a proposed business combination, or if we have not consummated a business combination by
the Extended Date.
|
|
|
To
exercise your redemption rights, you must, prior to 5:00 p.m. Eastern time on November 6, 2024 (two business days before the
Extraordinary General Meeting) tender your shares physically or electronically and submit a request in writing that we redeem your
public shares for cash to Continental Stock Transfer & Trust Company, our transfer agent, at the following address: |
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Continental
Stock Transfer & Trust Company
1
State Street Plaza, 30th Floor
New
York, New York 10004
Attn:
SPAC Redemptions
E-mail:
spacredemptions@continentalstock.com |
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|
What
should I do if I receive more than one set of voting materials? |
|
You
may receive more than one set of voting materials, including multiple copies of this Proxy Statement and multiple proxy cards or
voting instruction cards, if your shares are registered in more than one name or are registered in different accounts. For example,
if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage
account in which you hold shares. Please complete, sign, date and return each proxy card and voting instruction card that you receive
to cast a vote with respect to all of your Company shares not less than 48 hours before the time for holding the Extraordinary General
Meeting. |
Who
is paying for this proxy solicitation? |
|
We
will pay for the entire cost of soliciting proxies from our working capital. We have engaged Laurel Hill Advisory Group, LLC to assist
in the solicitation of proxies for the Extraordinary General Meeting. We have agreed to pay the Proxy Solicitor their usual and customary
fees. We will also reimburse the Proxy Solicitor for reasonable out-of-pocket expenses and will indemnify the Proxy Solicitor and
its affiliates against certain claims, liabilities, losses, damages and expenses. In addition to these mailed proxy materials, our
directors and officers may also solicit proxies in person, by telephone or by other means of communication. These parties will not
be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the
cost of forwarding proxy materials to beneficial owners. While the payment of these expenses will reduce the cash available to us
to consummate an initial business combination if the Extension is approved, we do not expect such payments to have a material effect
on our ability to consummate an initial business combination. |
|
|
Who
can help answer my questions? |
|
If
you have questions about the Proposals or if you need additional copies of the Proxy Statement or the enclosed proxy card, contact
our Proxy Solicitor: |
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Laurel Hill Advisory Group, LLC |
|
EMAIL:
AITR@laurelhill.com |
|
Call Toll Free: (855) 414-2266 |
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Banks and Brokers Call Collect: (516) 933-3100 |
|
|
You
may also contact us at: |
|
|
AI
TRANSPORTATION ACQUISITION CORP |
|
|
10
EAST 53RD ST., SUITE 3001 |
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|
NEW
YORK, NY 10022 |
|
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+
(86) 1350 1152063 |
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|
You
may also obtain additional information about the Company from documents filed with the SEC by following the instructions in the section
entitled “Where You Can Find More Information.” |
FORWARD-LOOKING
STATEMENTS
Some
of the statements contained in this Proxy Statement constitute forward-looking statements within the meaning of the federal securities
laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends
and similar expressions concerning matters that are not historical facts. Forward-looking statements reflect our current views with respect
to, among other things, the pending Business Combination, our capital resources and results of operations. Likewise, our financial statements
and all of our statements regarding market conditions and results of operations are forward-looking statements. In some cases, you can
identify these forward-looking statements by the use of terminology such as “outlook,” “believes,” “expects,”
“potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,”
“approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates”
or the negative version of these words or other comparable words or phrases.
The
forward-looking statements contained in this Proxy Statement reflect our current views about future events and are subject to numerous
known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause its actual results to differ significantly
from those expressed in any forward-looking statement. We do not guarantee that the transactions and events described will happen as
described (or that they will happen at all).
The
following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated
in the forward-looking statements:
|
● |
our
ability to complete an initial business combination; |
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● |
the
anticipated benefits of an initial business combination; |
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|
● |
the
volatility of the market price and liquidity of our securities; |
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● |
the
use of funds not held in the Trust Account; and |
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● |
the
competitive environment in which our successor will operate following the Business Combination. |
While
forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. We disclaim any obligation
to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information,
data or methods, future events or other changes after the date of this Proxy Statement, except as required by applicable law. For a further
discussion of these and other factors that could cause our future results, performance or transactions to differ significantly from those
expressed in any forward-looking statement, please see the section entitled “Risk Factors” in our Annual Report on
Form 10-K for the year ended December 31, 2023 filed with the SEC on April 5, 2024, and in other reports we file with the SEC. Risks
regarding the Business Combination are also discussed in the Current Report on Form 8-K filed with the SEC on July 1, 2024. You should
not place undue reliance on any forward-looking statements, which are based only on information currently available to us (or to third
parties making the forward-looking statements).
RISK
FACTORS
You
should carefully consider all of the risks described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023
filed with the SEC on April 5, 2024, the last Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024 filed with
the SEC on August 14, 2024, and in the other reports we file with the SEC before making a decision on how to vote on the proposals
at the Extraordinary General Meeting in lieu of the 2024 annual general meeting. Furthermore, if any of the following events
occur, our business, financial condition and operating results may be materially adversely affected or we could face liquidation. In
that event, the trading price of our securities could decline, and you could lose all or part of your investment. The risks and
uncertainties described in the aforementioned filings and below are not the only ones we face. Additional risks and uncertainties
that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our
business, financial condition and operating results or result in our liquidation.
There
are no assurances that the Extension will enable us to complete a business combination.
Approving
the Extension Amendment Proposal involves a number of risks. Even if the Extension Amendment Proposal is approved, the Company can provide
no assurances that the Business Combination will be consummated prior to the Extended Date. Our ability to consummate any business combination
is dependent on a variety of factors, many of which are beyond our control. If the Extension Amendment Proposal is approved, the Company
expects to seek shareholder approval of the Business Combination following the SEC declaring a registration statement on Form S-4 effective,
which will include our preliminary proxy statement/prospectus for the Business Combination (the “Form S-4”). The Form S-4
has not been declared effective by the SEC. The Company cannot complete the Business Combination unless the Form S-4 is declared effective.
As of the date of this Proxy Statement, the Company cannot estimate when, or if, the SEC will declare the Form S-4 effective.
We
are required to offer public shareholders the opportunity to redeem shares in connection with the Extension Amendment Proposal, and we
will be required to offer our remaining public shareholders redemption rights again in connection with any shareholder vote to approve
the Business Combination. Even if the Extension Amendment Proposal or the Business Combination are approved by our shareholders, it is
possible that redemptions will leave us with insufficient cash to consummate the Business Combination on commercially acceptable terms,
or at all. The fact that we will have separate redemption periods in connection with the Extension Amendment Proposal and the Business
Combination vote could exacerbate these risks. Other than in connection with a redemption offer or liquidation, our shareholders may
be unable to recover their investment except through sales of our shares on the open market. The price of our shares may be volatile,
and there can be no assurance that shareholders will be able to dispose of our shares at favorable prices, or at all.
We
may be deemed a “foreign person” under the regulations relating to CFIUS and our failure to obtain any required approvals
within the requisite period may require us to liquidate.
AITR’s
Sponsor is AI Transportation Corp, a BVI company. The Sponsor currently owns Founder Shares and Private Placement Units. Yongjin Chen
is the sole managing member of the Sponsor and a Chinese citizen. The Sponsor is thus controlled by a non-U.S. person. The Sponsor along
with the AITR officers and directors are expected to own approximately 9.6% of Pubco following the Business Combination, assuming none
of the AITR’s public shareholders exercise their redemption rights and all public rights and private rights have been converted
into shares.
If
CFIUS considers us to be a “foreign person” and American Metals a U.S. business that may affect national security, we could
be subject to such foreign ownership restrictions and/or CFIUS review. If the Business Combination with American Metals falls within
the scope of applicable foreign ownership restrictions, we may be unable to consummate the Business Combination. In addition, if the
Business Combination falls within CFIUS’s jurisdiction, we may be required to make a mandatory filing or determine to submit a
voluntary notice to CFIUS, or to proceed with the Business Combination without notifying CFIUS and risk CFIUS intervention, before or
after closing the Business Combination. CFIUS may decide to block or delay the Business Combination, impose conditions to mitigate national
security concerns with respect to the Business Combination, order us to divest all or a portion of a U.S. business of Pubco if we had
proceeded without first obtaining CFIUS clearance, or impose penalties if CFIUS believes that the mandatory notification requirement
applied.
Additionally,
the laws and regulations of other U.S. government entities may impose review or approval procedures on account of any foreign ownership
by the Sponsor. If we were to seek an initial business combination other than the Business Combination, the pool of potential targets
with which we could complete an initial business combination may be limited as a result of any such regulatory restriction. Moreover,
the process of any government review, whether by CFIUS or otherwise, could be lengthy. Because we have only a limited time to complete
the Business Combination, our failure to obtain any required approvals within the requisite period may require us to liquidate. If we
liquidate, our public shareholders may only receive $10.10 per share (based on the approximate amount in the Trust Account on
the record date, October 18, 2024 and net of taxes payable), and our rights will expire worthless. This will also cause you
to lose any potential investment opportunity in American Metals and the chance of realizing future gains on your investment through any
price appreciation in Pubco.
The
SEC has recently adopted final rules (the “SPAC Final Rules”) relating to certain activities of special purpose acquisition
companies. If we are delayed in consummating a business combination past the effective date of the SPAC Final Rules, the SPAC Final Rules
may materially adversely affect our ability to negotiate and complete a business combination and may increase the costs and time related
thereto. Certain of the procedures that we, a potential business combination target or others may determine to undertake in connection
with such SPAC Final Rules may increase our costs and the time needed to complete our initial business combination and may constrain
the circumstances under which we could complete an initial business combination. The need for compliance with the SPAC Final Rules may
cause us to liquidate the funds in the Trust Account or liquidate the Company at an earlier time than we might otherwise choose.
On
January 24, 2024, the SEC adopted final rules relating to, among other items, enhancing disclosures in business combination transactions
involving SPACs and private operating companies; amending the financial statement requirements applicable to transactions involving shell
companies; effectively limiting the use of projections in SEC filings in connection with proposed business combination transactions;
increasing the potential liability of certain participants in proposed business combination transactions; and the extent to which SPACs
could become subject to regulation under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The
SPAC Final Rules are effective as of July 1, 2024. If we are delayed in consummating a business combination past the effective date of
the SPAC Final Rules, the SPAC Final Rules may materially adversely affect our ability to negotiate and complete a business combination
and may increase the costs and time related thereto. Certain of the procedures that we, a potential business combination target, or others
may determine to undertake in connection with the SPAC Final Rules, or pursuant to the SEC’s views expressed in the SPAC Final
Rules, may increase the costs and time of negotiating and completing an initial business combination, and may constrain the circumstances
under which we could complete an initial business combination. The need for compliance with the SPAC Final Rules may cause us to liquidate
the funds in the Trust Account or liquidate the Company at an earlier time than we might otherwise choose. Were we to liquidate, our
rights would expire worthless, and our securityholders would lose the investment opportunity associated with an investment in PubCo,
including any potential price appreciation of our securities.
If
we are deemed to be an investment company for purposes of the Investment Company Act, we would be required to institute burdensome compliance
requirements and our activities would be severely restricted. As a result, in such circumstances, unless we can modify our activities
so that we would not be deemed an investment company, we would expect to abandon our efforts to complete an initial business combination
and instead to liquidate the Company.
As
described further above, the SPAC Final Rules relate, among other matters, to the circumstances in which SPACs such as us could potentially
be subject to the Investment Company Act and the regulations thereunder. The SPAC Final Rules decided not to adopt a safe harbor from
the “investment company” definition under Section 3(a)(1)(A) of the Investment Company Act, for SPACs that complied with
the safe harbor’s conditions regarding SPAC’s asset classes, activities, primary engagement, and duration (including that
to rely on the safe harbor, the SPAC would need to close the deSPAC transaction within 24 months). Rather, the SEC guides that the investment
company determination must be considered in light of the facts and circumstances and provides further guidance regarding what actions
might push a SPAC toward investment company status. The SPAC Final Rules are effective as of July 1, 2024. If we are delayed in consummating
the business combination until the SPAC Final Rules are in effect and/or if we are deemed to be an investment company under the Investment
Company Act, our activities would be severely restricted. In addition, we would be subject to burdensome compliance requirements. We
do not believe that our principal activities will subject us to regulation as an investment company under the Investment Company Act.
However, if we are deemed to be an investment company and subject to compliance with and regulation under the Investment Company Act,
we would be subject to additional regulatory burdens and expenses for which we have not allotted funds. As a result, unless we can modify
our activities so that we would not be deemed an investment company, we may be unable to consummate the initial business combination
and instead be required to liquidate.
To
mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, in the near future
we may instruct the trustee to liquidate the securities held in the Trust Account and instead to hold the funds in the Trust Account
in cash in an interest-bearing bank deposit account until the earlier of the consummation of our initial business combination or our
liquidation. As a result of the liquidation of securities in the Trust Account, we will likely receive minimal interest, if any, on the
funds held in the Trust Account, which may reduce the dollar amount our public shareholders would receive upon any redemption or liquidation
of the Company.
The
funds in the Trust Account have, since our initial public offering, been held only in U.S. government treasury obligations with a maturity
of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions
under Rule 2a-7 under the Investment Company Act. However, to mitigate the risk of us being deemed to be an unregistered investment company
(including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment
Company Act, in the near future, before the 24-month anniversary of the closing of our initial business combination, we may instruct
Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account, to liquidate the U.S. government treasury
obligations or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in cash in an interest-bearing
bank deposit account until the earlier of consummation of our initial business combination or liquidation of the Company. Following such
liquidation, we will likely receive minimal interest, if any, on the funds held in the Trust Account as a result of such instruction.
However, interest previously earned on the funds held in the Trust Account still may be released to us to pay our taxes, if any, and
certain other expenses as permitted. As a result, the decision to liquidate the securities held in the Trust Account and thereafter to
hold all funds in the Trust Account in cash may reduce the dollar amount our public shareholders would receive upon any redemption or
liquidation of the Company.
In
addition, even if we instruct the trustee to liquidate the securities held in the Trust Account prior to the 24-month anniversary, we
may still be deemed to be an investment company. The longer that the funds in the Trust Account were held in short-term U.S. government
treasury obligations or in money market funds invested exclusively in such securities, even prior to the 24-month anniversary, the greater
the risk that we may be considered an unregistered investment company, in which case we may be required to liquidate the Company. By
holding all funds in the Trust Account in cash, the dollar amount our public shareholders would receive upon any redemption or liquidation
of the Company may be reduced.
Since
the Sponsor and our directors and officers will lose their entire investment in us if an initial business combination is not completed,
they may have a conflict of interest in the approval of the proposals at the Extraordinary General Meeting.
There
will be no distribution from the Trust Account with respect to the Company’s Founder Shares or Private Placement Units or their
respective underlying rights, which will expire worthless in the event of our winding up. In the event of a liquidation, our Sponsor
and our officers and directors will not receive any monies held in the Trust Account as a result of their ownership of 1,500,000 Founder
Shares that were issued to the Sponsor prior to our IPO and 277,750 Private Placement Units that were purchased by the Sponsor in a private
placement which occurred simultaneously with the completion of our IPO. Such persons have waived their rights to liquidating distributions
from the Trust Account with respect to these securities, and all of such investments would expire worthless if an initial business combination
is not consummated. Additionally, such persons can earn a positive rate of return after an initial business combination, even if other
holders of our shares experience a negative rate of return, due to the Sponsor having initially purchased the Founder Shares for an aggregate
of $25,000 and our officers and directors acquiring their Founder Shares from the Sponsor at the initial purchase price. The personal
and financial interests of our Sponsor, directors and officers may have influenced their motivation in identifying and selecting American
Metals for its target business combination and consummating the Business Combination to close the Business Combination and therefore
may have interests different from, or in addition to, your interests as a shareholder in connection with the proposals at the Extraordinary
General Meeting.
To
finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor, or the
Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital
Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation
of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon consummation
of a Business Combination into additional Private Placement Units at a price of $10.00 per Unit. If a Business Combination does not close,
the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in
the Trust Account would be used to repay the Working Capital Loans. As of June 30, 2024, no amounts under such loans have been drawn.
We
have incurred and expect to incur significant costs associated with the Business Combination. Whether or not the Business Combination
is completed, the incurrence of these costs will reduce the amount of cash available to be used for other corporate purposes by us if
the Business Combination is not completed.
We
and American Metals expect to incur significant transaction and transition costs associated with the Business Combination and operating
as a public company following the closing of the Business Combination. We and American Metals may also incur additional costs to retain
key employees. Certain transaction expenses incurred in connection with the Business Combination Agreement, including all legal, accounting,
consulting, investment banking and other fees, expenses and costs, will be paid by PubCo following the closing of the Business Combination.
These expenses will reduce the amount of cash available to be used for other corporate purposes by us if the Business Combination is
not completed.
BACKGROUND
We
are a blank check company incorporated in the Cayman Islands on May 9, 2022, for the purpose of effecting a business combination via the initial acquisition by the company, whether through a merger, share reconstruction
or amalgamation, asset or share acquisition, exchangeable share transaction, contractual control arrangement or other similar type of
transaction with one or more businesses.
There
are currently 6,000,000 redeemable ordinary shares,1,837,750 non-redeemable ordinary shares, 750,000 public rights, and 34,718 private
rights outstanding. Each right will entitle the holder to receive one-eighth (1/8) of one ordinary share upon consummation of the Business
Combination, even if the holder of such right redeemed all shares held by it in connection with the Business Combination, provided that
no fractional shares will be issued upon exchange of the rights.
A
total of $60,600,000, comprised of the proceeds from the IPO after offering expenses and a portion of the proceeds of the sale of the
277,750 Private Placement Units, was placed in our Trust Account in the United States on November 10, 2023 and have been invested in
U.S. “government securities,” within the meaning of Section 2(a)(16) of the Investment Company Act, with a maturity of 185
days or less or in any open-ended investment company that holds itself out as a money market fund selected by us meeting the conditions
of Rule 2a-7 of the Investment Company Act. The funds will remain in the Trust Account until the earlier of: (i) the consummation of
a business combination or (ii) the distribution of the proceeds in the Trust Account as described below.
Approximately
$[ ] was held in the Trust Account as of the record date. The mailing address of the Company’s principal executive
office is 10 East 53rd St., Suite 3001, New York, NY 10022.
The
Business Combination
As
previously announced, we entered into the Business Combination Agreement on June 28, 2024. Pursuant to the Business Combination Agreement,
the parties agreed, subject to the terms and conditions of the Business Combination Agreement, to effect the Business Combination. For
more information about the Business Combination, see our Current Report on Form 8-K filed with the SEC on July 1, 2024.
We
are not aware of any material regulatory approvals or actions that are required for completion of the Business Combination. It is presently
contemplated that if any such additional regulatory approvals or actions are required, those approvals or actions will be sought. There
can be no assurance, however, that any additional approvals or actions will be obtained. This includes any potential review by a U.S.
government entity, such as CFIUS, on account of certain foreign ownership restrictions on U.S. businesses.
While
we are using our best efforts to complete the Business Combination as soon as practicable, the Board believes that there will not be
sufficient time before the Initial Termination Date to complete the Business Combination. Accordingly, the Board believes that
to be able to consummate the Business Combination, we will need to obtain the Extension. Without the Extension, the Board believes that
there is significant risk that we will not, despite our best efforts, be able to complete the Business Combination on or before November
10, 2024 or May 10, 2025. If that were to occur, we would be precluded from completing the Business Combination and would be forced
to liquidate even if our shareholders are otherwise in favor of consummating the Business Combination.
Because
we have only a limited time to complete our initial business combination, even if we are able to effect the Extension, our failure to
complete the Business Combination within the requisite period may require us to liquidate. If we liquidate, our public shareholders
may only receive $10.10 per share, and our rights will expire worthless. This will also cause you to lose any
potential investment opportunity in a target company and the chance of realizing future gains on your investment through any price appreciation
in PubCo.
You
are not being asked to vote on the Business Combination at this time. If the Extension is implemented and you do not elect to redeem
your public shares, provided that you are a shareholder on the record date for a meeting to consider the Business Combination, you will
retain the right to vote on the Business Combination when it is submitted to shareholders and the right to redeem your public shares
for cash in the event the Business Combination is approved and completed or we have not consummated the Business Combination by the Extended
Date.
THE
EXTENSION AMENDMENT PROPOSAL
The
Company is proposing to amend its existing charter to extend the date by which the Company must consummate an initial business combination
to the Extended Date by providing the Company with the ability to approve twelve one-month extensions on the Initial Termination Date to November 10,
2025, unless the closing of the Company’s initial business combination shall have occurred, which we refer to as the “Extension,”
and such later date, the “Extended Date,” provided that (i) AI Transportation Corp., the Company’s sponsor (the “Sponsor”)
(or its affiliates or permitted designees), will deposit into the trust account the lesser of $0.0333 per public share or $50,000 (the
“Extension Payment”) for each Extension, and (ii) the procedures relating to any such extension, as set forth in the Company’s
Investment Management Trust Agreement, dated as of November 8, 2023, as amended (the “Trust Agreement”), shall have been
complied with.
The
Extension Amendment Proposal and the Trust Amendment Proposal are required for the implementation of the Board’s plan to allow
the Company more time to complete the Business Combination.
If
the Extension Amendment Proposal and the Trust Amendment Proposal are not approved, in accordance with our existing charter, we will
incur significant cost to extend the Initial Termination Date or otherwise (i) cease all operations except for the purpose of
winding up (ii) as promptly as reasonably possible but no more than ten business days thereafter to redeem the public shares to
their holders, on a pro rata basis, in cash at a per-share amount equal to the applicable Redemption Price; and (iii) as promptly as
reasonably possible following such redemption, subject to the approval of our remaining shareholders and the Board, liquidate and
dissolve the Company, subject to the Company’s obligations under the Act to provide for claims of creditors and the
requirements of other applicable law. There will be no distribution from the Trust Account with respect to our rights, which will
expire worthless in the event of our winding up.
The
Board believes that given our expenditure of time, effort and money on the Business Combination, circumstances warrant providing public
shareholders an opportunity to consider the Business Combination and that it is in the best interests of our shareholders that we obtain
the Extension. The Board believes that the Business Combination will provide significant benefits to our shareholders. For more information
about the Business Combination, see Company’s Current Report on Form 8-K filed with the SEC on July 1, 2024.
A
copy of the proposed amendment to the existing charter of the Company is attached to this Proxy Statement in Annex A.
Reasons
for the Extension Amendment Proposal
The
Company’s existing charter provides that the Company has until November 10, 2024, subject to six one-month extensions to May 10,
2025, to complete the purposes of the Company. The purpose of the Extension Amendment and the Trust Amendment is to allow the Company
more time to complete its initial business combination and at a lower incremental and aggregate cost for the Extension. The purpose of
the NTA Proposal and, if necessary, the Adjournment Proposal, is to facilitate the consummation of the initial business combination by
removing certain asset requirements that may otherwise hinder the likelihood of completing the initial business combination. Therefore,
the Board has determined that it is in the best interests of the Company and our shareholders to remove the Company’s net tangible
asset requirement to facilitate the completion of our initial business combination.
As
previously announced, we entered into the Business Combination Agreement on June 28, 2024. Pursuant to the Business Combination Agreement,
the parties agreed, subject to the terms and conditions of the Business Combination Agreement, to effect the Business Combination. While
we are using our best efforts to complete the Business Combination as soon as practicable, the Board believes that there will not be
sufficient time before the Initial Termination Date to complete the Business Combination. Accordingly, the Board believes that
to be able to consummate the Business Combination, we will need to obtain the Extension. Without the Extension, the Board believes that
there is significant risk that we will not, despite our best efforts, be able to complete the Business Combination on or before the Initial Termination Date or the Termination Date. If that were to occur, we would be precluded from completing the Business Combination and
would be forced to liquidate even if our shareholders are otherwise in favor of consummating the Business Combination.
If
the Extension is approved and implemented, subject to satisfaction of the conditions to closing in the Business Combination Agreement
(including, without limitation, receipt of shareholder approval of the Business Combination), we intend to complete the Business Combination
as soon as possible and in any event on or before the Extended Date.
The
Company’s IPO prospectus and existing charter provide that the affirmative vote of at least two-thirds of the holders of
the issued and outstanding ordinary shares, including the Founder Shares, the ordinary shares included in the Private Placement Units
and the Representative Shares, who, being present in person (including virtually) or represented by proxy at the Extraordinary General
Meeting or any adjournment thereof and entitled to vote on such matter, vote at the Extraordinary General Meeting is required to
extend our corporate existence, except in connection with, and effective upon, consummation of a business combination. As our existing charter requires resolutions put to the vote of a meeting to be decided by poll, in accordance with
section 60(4) of the Act, regard shall be had to the number of votes to which each member is entitled to cast when computing whether the
requisite approval threshold has been obtained to pass the Extension Amendment Proposal. Additionally,
our IPO prospectus and charter provide for all public shareholders to have an opportunity to redeem their public shares in the case our
corporate existence is extended as described above. Because we continue to believe that a business combination would be in the best interests
of our shareholders, and because we will not be able to conclude a business combination within the permitted period, the Board has determined
to seek shareholder approval to extend the date by which we have to complete a business combination to the Extended Date. We intend to
hold another shareholder meeting prior to the Extended Date to seek shareholder approval of the Business Combination.
We
believe that the foregoing charter provision was included to protect our Company shareholders from having to sustain their investments
for an unreasonably long period if the Company failed to find a suitable business combination in the timeframe contemplated by our existing
charter. We also believe that, given the Company’s expenditure of time, effort and money on finding a business combination and
our entry into the Business Combination Agreement with respect to the Business Combination, circumstances warrant providing public shareholders
an opportunity to consider the Business Combination.
If
the Extension Amendment Proposal is Not Approved
Shareholder
approval of the Extension Amendment and the Trust Amendment Proposal are required for the implementation of our Board’s plan to
extend the date by which we must consummate our initial business combination.
If
the Extension Amendment Proposal and the Trust Amendment Proposal are not approved, in accordance with our existing charter, we will
incur significant cost to extend the Initial Termination Date or otherwise (i) cease all operations except for the purpose of
winding up (ii) as promptly as reasonably possible but no more than ten business days thereafter to redeem the public shares to
their holders, on a pro rata basis, in cash at a per-share amount equal to the applicable Redemption Price; and (iii) as promptly as
reasonably possible following such redemption, subject to the approval of our remaining shareholders and the Board, liquidate and
dissolve the Company, subject to the Company’s obligations under the Act to provide for claims of creditors and the
requirements of other applicable law. There will be no distribution from the Trust Account with respect to our rights, which will
expire worthless in the event of our winding up.
There
will be no distribution from the Trust Account with respect to the Company’s rights, which will expire worthless in the event we
wind up. In the event of a liquidation, our Sponsor, directors and officers will not receive any monies held in the Trust Account as
a result of their ownership of the Founder Shares or the Private Placement Units.
If
the Extension Amendment Proposal Is Approved
If
the Extension Amendment Proposal and the Trust Amendment Proposal are approved, the Company will amend its existing charter in the form
set forth in Annex A hereto to provide the Board with the ability to extend the time it must complete a business combination
until the Extended Date. The Company will remain a reporting company under the Exchange Act and its units, ordinary shares and public
rights will remain publicly traded. The Company will then continue to work to consummate the Business Combination by the Extended Date.
You
are not being asked to vote on the Business Combination at this time. If the Extension is implemented and you do not elect to redeem
your public shares, provided that you are a shareholder on the record date for a meeting to consider the Business Combination, you will
retain the right to vote on the Business Combination when it is submitted to shareholders and the right to redeem your public shares
for cash in the event the Business Combination is approved and completed or we have not consummated a business combination by the Extended
Date.
Redemption
Rights
If
the Extension Amendment Proposal is approved, and the Extension is implemented, each public shareholder may seek to redeem its public
shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest
(which interest shall be net of taxes payable), divided by the number of then outstanding public shares. Holders of public shares who
do not elect to redeem their public shares in connection with the Extension will retain the right to redeem their public shares in connection
with any shareholder vote to approve a proposed business combination, or if the Company has not consummated a business combination by
the Extended Date.
TO
EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST SUBMIT A REQUEST IN WRITING THAT WE REDEEM YOUR PUBLIC SHARES FOR CASH TO CONTINENTAL STOCK
TRANSFER & TRUST COMPANY AT THE ADDRESS BELOW, AND, AT THE SAME TIME, ENSURE YOUR BANK OR BROKER COMPLIES WITH THE REQUIREMENTS IDENTIFIED
ELSEWHERE HEREIN, INCLUDING DELIVERING YOUR SHARES TO THE TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE EXTRAORDINARY
GENERAL MEETING (OR NOVEMBER 6, 2024.
In
connection with tendering your shares for redemption, prior to 5:00 p.m. Eastern time on November 6, 2024 (two business days before
the Extraordinary General Meeting), you must elect either to physically tender your share certificates to Continental Stock Transfer
& Trust Company, 1 State Street Plaza, 30th Floor, New York, New York 10004, Attn: SPAC Redemptions, e-mail: spacredemptions@continentalstock.com,
or to deliver your shares to the transfer agent electronically using DTC’s DWAC system, which election would likely be determined
based on the manner in which you hold your shares. The requirement for physical or electronic delivery prior to 5:00 p.m. Eastern time
on November 6, 2024 (two business days before the Extraordinary General Meeting) ensures that a redeeming holder’s election
is irrevocable once the Extension Amendment Proposal is approved. In furtherance of such irrevocable election, shareholders making the
election will not be able to tender their shares after the vote at the Extraordinary General Meeting.
Through
the DWAC system, this electronic delivery process can be accomplished by the shareholder, whether or not it is a record holder or its
shares are held in “street name,” by contacting the transfer agent or its broker and requesting delivery of its shares through
the DWAC system. Delivering shares physically may take significantly longer. To obtain a physical share certificate, a shareholder’s
broker and/or clearing broker, DTC, and the Company’s transfer agent will need to act together to facilitate this request. There
is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through
the DWAC system. The transfer agent will typically charge the tendering broker $100 and the broker would determine whether or not to
pass this cost on to the redeeming holder. It is the Company’s understanding that shareholders should generally allot at least
two weeks to obtain physical certificates from the transfer agent. The Company does not have any control over this process or over the
brokers or DTC, and it may take longer than two weeks to obtain a physical share certificate. Such shareholders will have less
time to make their investment decision than those shareholders that deliver their shares through the DWAC system. Shareholders who request
physical share certificates and wish to redeem may be unable to meet the deadline for tendering their shares before exercising
their redemption rights and thus will be unable to redeem their shares.
Certificates
that have not been tendered in accordance with these procedures prior to 5:00 p.m. Eastern time on November 6, 2024 (two business
days before the Extraordinary General Meeting) will not be redeemed for cash held in the Trust Account on the redemption date. If a public
shareholder tenders its shares and decides prior to the vote at the Extraordinary General Meeting that it does not want to redeem its
shares, the shareholder may withdraw the tender. If you delivered your shares for redemption to our transfer agent and decide prior to
the vote at the Extraordinary General Meeting not to redeem your public shares, you may request that our transfer agent return the shares
(physically or electronically). You may make such request by contacting our transfer agent at the address listed above. If a public shareholder
tenders shares and the Extension Amendment Proposal is not approved, these shares will not be redeemed and the physical certificates
representing these shares will be returned to the shareholder promptly following the determination that the Extension Amendment Proposal
will not be approved. The Company anticipates that a public shareholder who tenders shares for redemption in connection with the vote
to approve the Extension Amendment Proposal would receive payment of the Redemption Price for such shares soon after the completion of
the Extension Amendment. The transfer agent will hold the certificates of public shareholders that make the election until such shares
are redeemed for cash or returned to such shareholders.
If
properly demanded, the Company will redeem each public share for a per-share price, payable in cash, equal to the aggregate amount then
on deposit in the Trust Account, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding
public shares. Based upon the current amount in the Trust Account, the Company anticipates that the per-share price at which public shares
will be redeemed from cash held in the Trust Account will be approximately $[ ] at the time of the Extraordinary General Meeting based
on the total amount of $[ ] in the Trust Account as of the record date. The closing price of the Company’s ordinary shares on the
record date is $[10.54].
If
you exercise your redemption rights, you will be exchanging your redeemable ordinary shares for cash and will no longer own the shares.
You will be entitled to receive cash for these shares only if you properly demand redemption and tender your share certificate(s)
to the Company’s transfer agent prior to 5:00 p.m. Eastern time on November 6, 2024 (two business days before the Extraordinary
General Meeting). The Company anticipates that a public shareholder who tenders shares for redemption in connection with the vote to
approve the Extension Amendment Proposal would receive payment of the Redemption Price for such shares soon after the completion of the
Extension.
Vote
Required for Approval
The
Extension Amendment Proposal must be approved by a special resolution under Cayman Islands law, being the affirmative vote of at
least two-thirds of the holders of the issued and outstanding Ordinary Shares of the Company, who, being present in person
(including virtually) or represented by proxy at the Extraordinary General Meeting or any adjournment thereof and entitled to vote
on such matter, vote at the Extraordinary General Meeting. As our existing charter requires resolutions put to the vote of a
meeting to be decided by poll, in accordance with section 60(4) of the Act, regard shall be had to the number of votes to which each
member is entitled to cast when computing whether the requisite approval threshold has been obtained to pass the Extension Amendment
Proposal. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count
as votes cast and will have no effect on the outcome of the vote on the Extension Amendment Proposal. Failure to vote by proxy or to
vote in person at the Extraordinary General Meeting will have no effect on the outcome of the vote on the Extension Amendment
Proposal.
If
the Extension Amendment Proposal and the Trust Amendment Proposal are not approved, in accordance with our existing charter, we will
incur significant cost to extend the Initial Termination Date or otherwise (i) cease all operations except for the purpose of winding
up (ii) as promptly as reasonably possible but no more than ten business days thereafter to redeem the public shares to their holders,
on a pro rata basis, in cash at a per-share amount equal to the applicable Redemption Price; and (iii) as promptly as reasonably possible
following such redemption, subject to the approval of our remaining shareholders and the Board, liquidate and dissolve the Company, subject
to the Company’s obligations under the Act to provide for claims of creditors and the requirements of other applicable law.
Shareholder
approval of the Extension Amendment is required for the implementation of our Board’s plan to extend the date by which we must
consummate our initial business combination.
Our
initial shareholders and all of our directors, officers and their affiliates are expected to vote any Ordinary Shares owned by them in
favor of the Extension Amendment Proposal. The Sponsor, and our directors and officers, collectively own 1,500,000 Founder Shares that
were issued to the Sponsor prior to the Company’s IPO, and 277,750 Private Placement Units that were purchased by the Sponsor in
a private placement that closed simultaneously with the closing, representing approximately 22.68% of the Company’s issued and
outstanding ordinary shares. Our Sponsor and directors do not intend to purchase ordinary shares in the open market or in privately negotiated
transactions in connection with the shareholder vote on the Extension Amendment.
Interests
of our Sponsor, Directors and Officers
When
you consider the recommendation of our Board, you should keep in mind that our Sponsor, directors and officers have interests that may
be different from, or in addition to, your interests as a shareholder. These interests include, among other things:
|
● |
the
fact that the Sponsor directly owns an aggregate of (i) 1,452,000 Founder Shares, which it
purchased at a price of $0.017 per share prior to the consummation of the IPO, and (ii) 277,750
Private Placement Units containing 277,750 ordinary shares and 277,750 private rights, which
it purchased at a price of $10.00 per unit simultaneously with the consummation of the IPO.
Certain of AITR’s directors and officers are members of the Sponsor and therefore have
an indirect interest in the Founder Shares and private rights held by the Sponsor. AITR’s
Chief Executive Officer and Director, Yongjin Chen, is the sole manager of the Sponsor and
has voting and dispositive power over the securities owned by the Sponsor. AITR’s independent
directors collectively have a 2.0% interest in the Sponsor. In addition, AITR’s other
officers and directors, directly own an aggregate of 48,000 Founder Shares, which they purchased
from the Sponsor at the original purchase price.
Based
on the closing price of public shares of $[10.54] on Nasdaq, which is much higher than the initial purchase price, and the closing
price of the public rights of [$0.1600] on Nasdaq on October 18, 2024, the record date for the Extraordinary General
Meeting, the Founder Shares, ordinary shares underlying the Private Placement Units and private rights held by the Sponsor and AITR’s
directors and officers have an aggregate market value of approximately $5,270,000, $2,927,485 and $44,440,
respectively.
If
the Business Combination is completed, based on the difference between the purchase price of $0.017 that the Sponsor and AITR’s
officers and directors paid for the Founder Shares and the purchase price of $10.00 per unit sold in the IPO, they may earn a positive
rate of return even if the Pubco’s share price falls below the price initially paid for the units in the IPO and the AITR’s
public shareholders experience a negative rate of return following the Closing, and they are likely to be able to recoup their investment
in AITR and make a substantial profit on that investment even if their Pubco shares have lost significant value. For example, based
on the difference between the purchase price of $0.017 that the Sponsor and AITR’s officers and directors paid for the Founder
Shares and the closing price of $[10.54] per share of AITR’s ordinary shares on the record date, October 18,
2024, the Sponsor and AITR’s directors and officers may receive potential profits of more than $149,985 in connection with
its 277,750 private placement shares purchased for $10.00 per share and $15,785,000 in connection with the 1,500,000 Founder
Shares purchased for $25,000.
On
the other hand, if the Business Combination with American Metals or another business combination is not consummated by November 10,
2024, subject to six one-month extensions to May 10, 2025, AITR will cease all operations except for the purpose of winding up, redeeming
100% of the issued and outstanding public shares for cash and, subject to the approval of its remaining shareholders and its board
of directors, dissolving and liquidating. In such event, the 1,500,000 Founder Shares, 277,750 ordinary shares underlying the Private
Placement Units and 277,750 private rights would be worthless because the Sponsor and AITR’s officers and directors are not
entitled to participate in any redemption or distribution with respect to such securities. |
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the
fact that, if the Trust Account is liquidated, including in the event we are unable to complete an initial business combination within
the required time period, the Sponsor has agreed to indemnify us to ensure that the proceeds in the Trust Account are not reduced
below $10.10 per public share, or such lesser per public share amount as is in the Trust Account on the liquidation date, by the
claims of prospective target businesses with which we have entered into an acquisition agreement or claims of any third party for
services rendered or products sold to us, but only if such a third party or target business has not executed a waiver of any and
all rights to seek access to the Trust Account; and |
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the
fact that none of our officers or directors has received any cash compensation for services rendered to the Company, and all of the
current members of our Board are expected to continue to serve as directors at least through the date of the extraordinary general
meeting to vote on a proposed business combination and may even continue to serve following any potential business combination and
receive compensation thereafter. |
See
our Current Report on Form 8-K filed with the SEC on July 1, 2024, for more information about the interests of our Sponsor, directors,
and officers in the Business Combination.
The
Board’s Reasons for the Extension Amendment Proposal and Its Recommendation
As
discussed below, after careful consideration of all relevant factors, our Board has determined that the Extension Amendment is in the
best interests of the Company and its shareholders. Our Board has approved and declared advisable adoption of the Extension Amendment
Proposal and recommends that you vote “FOR” such proposal.
Our
existing charter provides that the Company has until November 10, 2024, subject to six one-month extensions to May 10, 2025, to complete
the purposes of the Company. As previously announced, we entered into the Business Combination Agreement on June 28, 2024. Pursuant to
the Business Combination Agreement, the parties agreed, subject to the terms and conditions of the Business Combination Agreement, to
effect the Business Combination. While we are using our best efforts to complete the Business Combination as soon as practicable, the
Board believes that there will not be sufficient time before the Initial Termination Date to complete the Business Combination.
Accordingly, the Board believes that to be able to consummate the Business Combination, we will need to obtain the Extension. Without
the Extension, the Board believes that there is significant risk that we will not, despite our best efforts, be able to complete the
Business Combination on or before November 10, 2024 or May 10, 2025. If that were to occur, we would incur significant expense
in completing the Business Combination and would be forced to consider liquidation even if our shareholders are otherwise in favor of
consummating the Business Combination. For more information about the Business Combination, see our Current Report on Form 8-K filed
with the SEC on July 1, 2024.
Our
existing charter states that if the Company’s shareholders approve an amendment to the Company’s charter that would affect
the substance or timing of the Company’s obligation to redeem 100% of the Company’s public shares if it does not complete
a business combination before November 10, 2024, subject to six one-month extensions to May 10, 2025, the Company will provide its public
shareholders with the opportunity to redeem all or a portion of their public shares upon such approval at a per share price, payable
in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes
payable), divided by the number of then outstanding public shares. We believe that this existing charter provision was included to protect
our Company shareholders from having to sustain their investments for an unreasonably long period if the Company failed to find a suitable
business combination in the timeframe contemplated by its existing charter.
In
addition, the Company’s IPO prospectus and existing charter provide that the affirmative vote of at least two-thirds of
the holders of the issued and outstanding ordinary shares present and entitled to vote, including the Founder Shares and ordinary shares
included in the Private Placement Units, who, being present in person (including virtually) or represented by proxy at the Extraordinary
General Meeting or any adjournment thereof and entitled to vote on such matter, vote at the Extraordinary General Meeting is required
to extend our corporate existence, except in connection with, and effective upon the consummation of, a business combination. As our existing charter requires resolutions put to the vote of a meeting to be decided by poll, in accordance with
section 60(4) of the Act, regard shall be had to the number of votes to which each member is entitled to cast when computing whether the
requisite approval threshold has been obtained to pass the Extension Amendment Proposal and the NTA Proposal. We
believe that, given the Company’s expenditure of time, effort and money on finding a business combination and our entry into the
Business Combination Agreement with respect to the Business Combination, circumstances warrant providing public shareholders an opportunity
to consider the Business Combination. Because we continue to believe that a Business Combination would be in the best interests of our
shareholders, the Board has determined to seek shareholder approval to extend the date by which we have to complete a business combination
to the Extended Date, in the event we cannot consummate the Business Combination by November 10, 2024 or May 10, 2025.
The Company is not asking you to vote on the
Business Combination at this time. If the Extension Amendment Proposal is implemented and you do not elect to redeem your public shares,
you will retain the right to vote on the Business Combination in the future and the right to redeem your public shares at a per-share
price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall
be net of taxes payable), divided by the number of then outstanding public shares, in the event the Business Combination is approved
and completed or the Company has not consummated another business combination by the Extended Date. For more information about the Business
Combination, see our Current Report on Form 8-K filed with the SEC on July 1, 2024.
After
careful consideration of all relevant factors, the Board determined that the Extension Amendment is in the best interests of the Company
and its shareholders.
Full
Text of the Resolution
Please
see Annex A for the full text of the resolution to be proposed at the Extraordinary General Meeting in respect of the Extension
Amendment Proposal.
Recommendation
of the Board
Our
Board unanimously recommends that our shareholders vote “FOR” the approval of the Extension Amendment Proposal.
UNITED
STATES FEDERAL INCOME TAX CONSIDERATIONS
The
following discussion is a summary of certain United States federal income tax considerations for holders of our ordinary shares with
respect to the exercise of redemption rights in connection with the approval of the Extension Amendment Proposal. This summary is based
upon the Internal Revenue Code of 1986, as amended, which we refer to as the “Code,” the regulations promulgated by the U.S.
Treasury Department, current administrative interpretations and practices of the Internal Revenue Service, which we refer to as the “IRS,”
and judicial decisions, all as currently in effect and all of which are subject to differing interpretations or to change, possibly with
retroactive effect. No assurance can be given that the IRS would not assert, or that a court would not sustain a position contrary to
any of the tax considerations described below. This summary does not discuss all aspects of United States federal income taxation that
may be important to particular investors in light of their individual circumstances, such as investors subject to special tax rules (e.g.,
financial institutions, insurance companies, mutual funds, pension plans, S corporations, broker-dealers, traders in securities that
elect mark-to-market treatment, regulated investment companies, real estate investment trusts, trusts and estates, partnerships and their
partners, and tax-exempt organizations (including private foundations)) and investors that will hold ordinary shares as part of a “straddle,”
“hedge,” “conversion,” “synthetic security,” “constructive ownership transaction,” “constructive
sale,” or other integrated transaction for United States federal income tax purposes, investors subject to the alternative minimum
tax provisions of the Code, U.S. Holders (as defined below) that have a functional currency other than the United States dollar, U.S.
expatriates, investors that actually or constructively own 5 percent or more of the ordinary shares of the Company, and Non-U.S. Holders
(as defined below, and except as otherwise discussed below), all of whom may be subject to tax rules that differ materially from those
summarized below. In addition, this summary does not discuss any state, local, or non-United States tax considerations, any non-income
tax (such as gift or estate tax) considerations, alternative minimum tax or the Medicare tax. In addition, this summary is limited to
investors that hold our ordinary shares as “capital assets” (generally, property held for investment) under the Code.
If
a partnership (including an entity or arrangement treated as a partnership for United States federal income tax purposes) holds our ordinary
shares, the tax treatment of a partner in such partnership will generally depend upon the status of the partner, the activities of the
partnership and certain determinations made at the partner level. If you are a partner of a partnership holding our ordinary shares,
you are urged to consult your tax advisor regarding the tax consequences of a redemption.
WE
URGE HOLDERS OF OUR ORDINARY SHARES CONTEMPLATING EXERCISE OF THEIR REDEMPTION RIGHTS TO CONSULT THEIR OWN TAX ADVISORS CONCERNING THE
UNITED STATES FEDERAL, STATE, LOCAL, AND FOREIGN INCOME AND OTHER TAX CONSEQUENCES THEREOF.
U.S.
Federal Income Tax Considerations to U.S. Holders
This
section is addressed to U.S. Holders of our ordinary shares that elect to have their ordinary shares of the Company redeemed for cash.
For purposes of this discussion, a “U.S. Holder” is a beneficial owner that so redeems its ordinary shares of the Company
and is:
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an
individual who is a United States citizen or resident of the United States; |
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a
corporation (including an entity treated as a corporation for United States federal income tax purposes) created or organized in
or under the laws of the United States, any state thereof or the District of Columbia; |
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an
estate the income of which is includible in gross income for United States federal income tax purposes regardless of its source;
or |
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a
trust (a) the administration of which is subject to the primary supervision of a United States court and which has one or more United
States persons (within the meaning of the Code) who have the authority to control all substantial decisions of the trust or (b) that
has in effect a valid election under applicable Treasury regulations to be treated as a United States person. |
Redemption
of Ordinary Shares
If
a U.S. Holder’s ordinary shares of the Company is redeemed, the treatment of the transaction for U.S. federal income tax purposes
will depend on whether the redemption qualifies as a sale of the ordinary shares under Section 302 of the Code. Whether the redemption
qualifies for sale treatment will depend largely on the total number of the Company’s ordinary shares treated as held by the U.S.
Holder (including any stock constructively owned by the U.S. Holder as a result of owning rights) relative to all of our shares both
before and after the redemption. The redemption of ordinary shares generally will be treated as a sale of the ordinary shares (rather
than as a distribution) if the redemption (i) is “substantially disproportionate” with respect to the U.S. Holder, (ii) results
in a “complete termination” of the U.S. Holder’s interest in us or (iii) is “not essentially equivalent to a
dividend” with respect to the U.S. Holder. These tests are explained more fully below.
In
determining whether any of the foregoing tests are satisfied, a U.S. Holder takes into account not only ordinary shares actually
owned by the U.S. Holder, but also our ordinary shares that are constructively owned by it. A U.S. Holder may constructively own, in
addition to ordinary shares owned directly, ordinary shares owned by certain related individuals and entities in which
the U.S. Holder has an interest or that have an interest in such U.S. Holder, as well as any ordinary shares the U.S. Holder has
a right to acquire by exercise of an option, which would generally include ordinary shares which could be acquired pursuant to the exercise
of the rights. To meet the substantially disproportionate test, the percentage of our outstanding voting ordinary shares actually
and constructively owned by the U.S. Holder immediately following the redemption of ordinary shares must, among other requirements, be
less than 80% of our outstanding voting ordinary shares actually and constructively owned by the U.S. Holder immediately before
the redemption. There will be a complete termination of a U.S. Holder’s interest if either (i) all of our ordinary shares actually
and constructively owned by the U.S. Holder are redeemed or (ii) all of our ordinary shares actually owned by the U.S. Holder are redeemed
and the U.S. Holder is eligible to waive, and effectively waives in accordance with specific rules, the attribution of ordinary shares
owned by certain family members and the U.S. Holder does not constructively own any other ordinary shares. The redemption
of the ordinary shares will not be essentially equivalent to a dividend if a U.S. Holder’s conversion results in a “meaningful
reduction” of the U.S. Holder’s proportionate interest in us. Whether the redemption will result in a meaningful reduction
in a U.S. Holder’s proportionate interest in us will depend on the particular facts and circumstances. However, the IRS has indicated
in a published ruling that even a small reduction in the proportionate interest of a small minority shareholder in a publicly held corporation
who exercises no control over corporate affairs may constitute such a “meaningful reduction.”
If
none of the foregoing tests are satisfied, then the redemption will be treated as a distribution and the tax effects will be as described
below under “U.S. Federal Income Tax Considerations to U.S. Holders — Taxation of Distributions.”
U.S.
Holders of our ordinary shares considering exercising their redemption rights should consult their own tax advisors as to whether the
redemption of their ordinary shares of the Company will be treated as a sale or as a distribution under the Code.
Gain
or Loss on a Redemption of Ordinary Shares Treated as a Sale
If
the redemption qualifies as a sale of ordinary shares, a U.S. Holder must treat any gain or loss recognized as capital gain or loss.
Any such capital gain or loss will be long-term capital gain or loss if the U.S. Holder’s holding period for the ordinary shares
so disposed of exceeds one year. Generally, a U.S. Holder will recognize gain or loss in an amount equal to the difference between (i)
the amount of cash received in such redemption (or, if the ordinary shares is held as part of a unit at the time of the disposition,
the portion of the amount realized on such disposition that is allocated to the ordinary shares based upon the then fair market values
of the ordinary shares and right included in the unit) and (ii) the U.S. Holder’s adjusted tax basis in its ordinary shares so
redeemed. A U.S. Holder’s adjusted tax basis in its ordinary shares generally will equal the U.S. Holder’s acquisition cost
less any prior distributions treated as a return of capital. Long-term capital gain realized by a non-corporate U.S. Holder generally
will be taxable at a reduced rate. The deduction of capital losses is subject to limitations.
Taxation
of Distributions
If
the redemption does not qualify as a sale of ordinary shares, the U.S. Holder will be treated as receiving a distribution. In general,
any distributions to U.S. Holders generally will constitute dividends for United States federal income tax purposes to the extent paid
from our current or accumulated earnings and profits, as determined under United States federal income tax principles. Distributions
more than current and accumulated earnings and profits will constitute a return of capital that will be applied against and reduce (but
not below zero) the U.S. Holder’s adjusted tax basis in our ordinary shares. Any remaining excess will be treated as gain realized
on the sale or other disposition of the ordinary shares and will be treated as described under “U.S. Federal Income Tax Considerations
to U.S. Holders — Gain or Loss on a Redemption of ordinary shares Treated as a Sale.” Dividends we pay to a U.S. Holder
that is a taxable corporation generally will qualify for the dividends received deduction if the requisite holding period is satisfied.
With certain exceptions, and provided certain holding period requirements are met, dividends we pay to a non-corporate U.S. Holder generally
will constitute “qualified dividends” that will be taxable at a reduced rate.
U.S.
Federal Income Tax Considerations to Non-U.S. Holders
This
section is addressed to Non-U.S. Holders of our ordinary shares that elect to have their ordinary shares of the Company redeemed for
cash. For purposes of this discussion, a “Non-U.S. Holder” is a beneficial owner (other than a partnership) that so redeems
its ordinary shares of the Company and is not a U.S. Holder.
Redemption
of Ordinary Shares
The
characterization for United States federal income tax purposes of the redemption of a Non-U.S. Holder’s ordinary shares generally
will correspond to the United States federal income tax characterization of such a redemption of a U.S. Holder’s ordinary shares,
as described under “U.S. Federal Income Tax Considerations to U.S. Holders.”
Non-U.S.
Holders of our ordinary shares considering exercising their redemption rights should consult their own tax advisors as to whether the
redemption of their ordinary shares of the Company will be treated as a sale or as a distribution under the Code.
Gain
or Loss on a Redemption of Ordinary Shares Treated as a Sale
If
the redemption qualifies as a sale of ordinary shares, a Non-U.S. Holder generally will not be subject to United States federal income
or withholding tax in respect of gain recognized on a sale of its ordinary shares of the Company, unless:
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the
gain is effectively connected with the conduct of a trade or business by the Non-U.S. Holder within the United States (and, under
certain income tax treaties, is attributable to a United States permanent establishment or fixed base maintained by the Non-U.S.
Holder), in which case the Non-U.S. Holder will generally be subject to the same treatment as a U.S. Holder with respect to the redemption,
and a corporate Non-U.S. Holder may be subject to the branch profits tax at a 30% rate (or lower rate as may be specified by an applicable
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the
Non-U.S. Holder is an individual who is present in the United States for 183 days or more in the taxable year in which the redemption
takes place and certain other conditions are met, in which case the Non-U.S. Holder will be subject to a 30% tax on the individual’s
net capital gain for the year; or |
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we
are or have been a “U.S. real property holding corporation” for United States federal income tax purposes at any time
during the shorter of the five-year period ending on the date of disposition or the period that the Non-U.S. Holder held our ordinary
shares, and, in the case where our ordinary shares are regularly traded on an established securities market, the Non-U.S. Holder
has owned, directly or constructively, more than 5% of our ordinary shares at any time within the shorter of the five-year period
preceding the disposition or such Non-U.S. Holder’s holding period for our ordinary shares. We do not believe we are or have
been a U.S. real property holding corporation. |
Taxation
of Distributions
If
the redemption does not qualify as a sale of ordinary shares, the Non-U.S. Holder will be treated as receiving a distribution. In general,
any distributions we make to a Non-U.S. Holder of our ordinary shares, to the extent paid out of our current or accumulated earnings
and profits (as determined under United States federal income tax principles), will constitute dividends for U.S. federal income tax
purposes and, provided such dividends are not effectively connected with the Non-U.S. Holder’s conduct of a trade or business within
the United States, we will be required to withhold tax from the gross amount of the dividend at a rate of 30%, unless such Non-U.S. Holder
is eligible for a reduced rate of withholding tax under an applicable income tax treaty and provides proper certification of its eligibility
for such reduced rate. Any distribution not constituting a dividend will be treated first as reducing (but not below zero) the Non-U.S.
Holder’s adjusted tax basis in its ordinary shares of our Company and, to the extent such distribution exceeds the Non-U.S. Holder’s
adjusted tax basis, as gain realized from the sale or other disposition of the ordinary shares, which will be treated as described under
“U.S. Federal Income Tax Considerations to Non-U.S. Holders — Gain on Sale, Taxable Exchange or Other Taxable Disposition
of Ordinary Shares.”
Dividends
we pay to a Non-U.S. Holder that are effectively connected with such Non-U.S. Holder’s conduct of a trade or business within the
United States generally will not be subject to United States withholding tax, provided such Non-U.S. Holder complies with certain certification
and disclosure requirements. Instead, such dividends generally will be subject to United States federal income tax, net of certain deductions,
at the same graduated individual or corporate rates applicable to U.S. Holders (subject to an exemption or reduction in such tax as may
be provided by an applicable income tax treaty). If the Non-U.S. Holder is a corporation, dividends that are effectively connected income
may also be subject to a “branch profits tax” at a rate of 30% (or such lower rate as may be specified by an applicable income
tax treaty).
As
previously noted above, the foregoing discussion of certain material U.S. federal income tax consequences is included for general information
purposes only and is not intended to be, and should not be construed as, legal or tax advice to any shareholder. We once again urge you
to consult with your own tax adviser to determine the tax consequences to you (including the application and effect of any U.S. federal,
state, local or foreign income or other tax laws) of the receipt of cash in exchange for shares in connection with the Extension Amendment
Proposal.
THE
TRUST AMENDMENT PROPOSAL
The
Trust Amendment
The
proposed Trust Amendment would amend our existing Trust Agreement, dated as of November 8, 2023 by and between the Company and Continental
Stock Transfer & Trust Company, to allow the Company to extend the business combination period from May 10, 2025 to not later
than November 10, 2025 (the “Trust Amendment”). A copy of the proposed Trust Amendment is attached to this Proxy Statement
as Annex B. All shareholders are encouraged to read the proposed amendment in its entirety for a more complete description of
its terms.
Reasons
for the Trust Amendment
The
purpose of the Trust Amendment is to give the Company the right to extend the business combination period from November 10, 2024, subject
to twelve one-month extensions to up to November 10, 2025.
The
Company’s current Trust Agreement provides that the Company has until November 10, 2024, subject to six one-month extensions to
May 10, 2025, and such later day as may be approved by the Company’s shareholders in accordance with the Company’s Amended
and Restated Memorandum and Articles of Association to terminate the Trust Agreement and liquidate the Trust Account. The Trust Amendment
will make it clear that the Company has until the Extended Date, as defined in the Extension Amendment, to terminate the Trust Agreement
and liquidate the Trust Account.
If
the Trust Amendment is not approved, we will be required to dissolve and liquidate our Trust Account by returning the then remaining
funds (less up to $100,000 of the net interest to pay dissolution expenses) in such account to the public shareholders, and our rights
will expire worthless.
If
the Trust Amendment Is Approved
If
the Extension Amendment Proposal and the Trust Amendment Proposal are approved, and subject to and conditional upon the trust account
having net tangible assets of at least US$5,000,001 as at the date of this special resolution, the amendment to the Trust Agreement
in the form of Annex B hereto will be executed and the Trust Account will not be disbursed except in connection with our completion
of the Business Combination or in connection with our liquidation if we do not complete an initial business combination by the applicable
termination date. The Company will then continue to attempt to consummate a business combination until the applicable Extended Date or
until the Board determines in its sole discretion that it will not be able to consummate an initial business combination by the applicable
Extended Date and does not wish to seek an extension.
Vote
Required for Approval
The
Trust Amendment Proposal must be approved by the affirmative vote of sixty five percent (65%) of the then issued and outstanding ordinary
shares. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes
cast and will have no effect on the outcome of the vote on the Trust Amendment Proposal. Failure to vote by proxy or to vote in person
at the Extraordinary General Meeting will have no effect on the outcome of the vote on the Trust Amendment Proposal.
Our
Sponsor and all of our directors and officers are expected to vote any ordinary shares owned by them in favor of the Trust Amendment
Proposal. On the record date, our Sponsor, directors and officers beneficially owned and were entitled to vote an aggregate of 1,500,000
Founder Shares and 277,750 ordinary shares included in the Private Placement Units, representing approximately 22.68% of the Company’s
issued and outstanding ordinary shares. Our Sponsor and directors do not intend to purchase ordinary shares in the open market or in
privately negotiated transactions in connection with the shareholder vote on the Trust Amendment.
You
are not being asked to vote on any business combination at this time. If the Trust Amendment is implemented and you do not elect to redeem
your public shares now, you will retain the right to vote on a proposed business combination when it is submitted to shareholders and
the right to redeem your public shares into a pro rata portion of the Trust Account in the event a business combination is approved and
completed (as long as your election is made at least two (2) business days prior to the meeting at which the shareholders’ vote
is sought) or the Company has not consummated the business combination by the Extended Date.
Full
Text of the Resolution
“RESOLVED, by the affirmative vote of holders of at least 65% of the issued and outstanding Ordinary Shares that
the Company is authorized to enter into an amendment to the Investment Management Trust Agreement by and between the Company and Continental
Stock Transfer & Trust Company, a New York corporation, in substantially the form set forth in Annex B to the proxy statement
for this meeting.”
Recommendation
of the Board
OUR
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT OUR SHAREHOLDERS VOTE “FOR” THE TRUST AMENDMENT PROPOSAL.
PROPOSAL
THREE — THE NTA PROPOSAL
The
Company is asking its shareholders to approve the NTA Proposal. The purpose of the NTA Proposal is to facilitate the consummation of
the initial business combination by removing certain asset requirements that would otherwise hinder the likelihood of completing the
initial business combination. Therefore, the Board has determined that it is in the best interests of the Company and our shareholders
to remove the Company’s net tangible asset requirement to facilitate the consummation of the Business Combination.
Consequences
if the NTA Proposal is Not Approved
The
Company’s shareholders are being asked to adopt the proposed amendments to the existing charter prior to the Closing, which,
in the judgment of the Company’s board of directors, may facilitate the consummation of the Business Combination. The existing
charter limits the Company’s ability to consummate an initial business combination if it would have less than $5,000,001 in net
tangible assets prior to or upon consummation of such initial business combination. The purpose of such limitation was initially to ensure
that the Company’s ordinary shares not deemed to be a “penny stock” pursuant to Rule 3a51-1 under the Exchange Act.
Because the Company’s ordinary shares would not be deemed to be a “penny stock” pursuant to other applicable
provisions of Rule 3a51-1 under the Exchange Act, the Company is presenting the NTA Proposal to facilitate the consummation of the Business
Combination.
If
the NTA Proposal is not approved and there are significant requests for redemption such that the Company’s net tangible assets
would be less than $5,000,001 prior to and upon consummation of the Business Combination, the existing charter would prevent the Company
from being able to consummate the Business Combination even if all other conditions to closing are met or waived.
If
the NTA Proposal is approved and the existing charter is amended to remove the net tangible asset requirement and the net tangible
asset condition under the definitive agreement with American Metals, LLC is waived, then it is possible that the Business Combination
could be consummated even if the Company’s net tangible assets would be less than $5,000,001 prior to and upon consummation of
the Business Combination. If NTA Proposal and the Extension Proposal are approved, all the references in this proxy statement to the
“existing charter” shall be deemed to mean the existing charter as amended by the amendments contained in this NTA
Proposal.
Consequences
if the NTA Proposal is Approved
If
the Company redeems its public shares in an amount in excess of the current redemption limitation and its securities do not meet Nasdaq’s
continued listing requirements, Nasdaq may delist the Company’s securities from trading on its exchange. If Nasdaq delists any
of the Company’s securities from trading on its exchange and it is not able to list such securities on another approved national
securities exchange, the Company expects that such securities could be quoted on an over-the-counter market. If this were to occur, the
Company could face significant material adverse consequences, including: (i) a limited availability of market quotations for the Company’s
securities, (ii) reduced liquidity for the Company’s securities, (iii) a determination that the Company’s public shares are
“penny stocks” which will require brokers trading in the Company’s public shares to adhere to more stringent rules,
including being subject to the depository requirements of Rule 419 of the Securities Act, and possibly result in a reduced level of trading
activity in the secondary trading market for the Company’s securities, (iv) a decreased ability to issue additional securities
or obtain additional financing in the future, and (v) a less attractive acquisition vehicle to a target business in connection with an
initial business combination.
The
National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the
sale of certain securities, which are referred to as “covered securities.” The Company’s public shares, units and warrants
qualify as covered securities under such statute. If the Company were no longer listed on Nasdaq, its securities would not qualify as
covered securities under such statute and it would be subject to regulation in each state in which it offers its securities.
Vote
Required for Approval
The
approval of the NTA Proposal requires a special resolution under the Cayman Islands Companies Act, which requires the affirmative vote
of at least two-thirds (2/3) of the holders of the issued ordinary shares present in person or represented by proxy at the Extraordinary
General Meeting and entitled to vote on such matter. As our existing charter requires resolutions put to the vote of a meeting
to be decided by poll, in accordance with section 60(4) of the Act, regard shall be had to the number of votes to which each member is
entitled to cast when computing whether the requisite approval threshold has been obtained to pass the NTA Proposal. Abstentions
and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the Extraordinary
General Meeting, and otherwise will have no effect on the proposal.
Full
Text of the Resolution
Please
see Annex A for the full text of the resolution to be proposed at the Extraordinary General Meeting in respect of the NTA Proposal.
Recommendation
of the Board
Our
Board unanimously recommends that our shareholders vote “FOR” the approval of the NTA Proposal. Our Board expresses no opinion
as to whether you should redeem your public shares.
THE
ADJOURNMENT PROPOSAL
Overview
The
Adjournment Proposal, if adopted, will allow our Chairman to adjourn the Extraordinary General Meeting to a later date or dates
to permit further solicitation of proxies. The Adjournment Proposal will only be presented to our shareholders if there are insufficient
votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal, the Trust Amendment Proposal or
the NTA Proposal.
Consequences
if the Adjournment Proposal is Not Approved
If
the Adjournment Proposal is not approved by our shareholders, our Chairman may not be able to adjourn the Extraordinary General
Meeting to a later date if there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment
Proposal, the Trust Amendment Proposal or the NTA Proposal.
Vote
Required for Approval
The
approval of the Adjournment Proposal requires the affirmative vote of the majority of the votes cast by shareholders represented in person
or by proxy at the Extraordinary General Meeting. Accordingly, if a valid quorum is otherwise established, a shareholder’s failure
to vote by proxy or online at the Extraordinary General Meeting will have no effect on the outcome of any vote on the Adjournment Proposal.
Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on
the outcome of the Adjournment Proposal.
Full
Text of the Resolution
“RESOLVED,
as an ordinary resolution, that the adjournment of the extraordinary general meeting to a time and place to be confirmed by the chairman
of the extraordinary general meeting be ratified, approved and confirmed in all respects.”
Recommendation
of the Board
Our
Board unanimously recommends that our shareholders vote “FOR” the approval of the Adjournment Proposal.
THE
EXTRAORDINARY GENERAL MEETING IN LIEU OF THE 2024 ANNUAL GENERAL MEETING
Overview
Date,
Time and Place. The Extraordinary General Meeting of the Company’s shareholders, in lieu of the 2024 annual general meeting,
will be held at [ ] a.m. Eastern Time on November 8, 2024, at _______________ (the “Extraordinary
General Meeting”). You will also be able to attend, vote your shares and submit questions during the Extraordinary
General Meeting via a live webcast by visiting https://www.cstproxy.com/aitransportation/2024 using Conference ID: 5382572#. If
you plan to attend the virtual online Extraordinary General Meeting, you will need your 12-digit control number to vote electronically
at the Extraordinary General Meeting. The meeting will be held virtually over the internet by means of a live audio webcast. Only shareholders
who own our ordinary shares as of the close of business on the record date will be entitled to attend the Extraordinary General
Meeting.
To
register for the Extraordinary General Meeting, please follow these instructions as applicable to the nature of your ownership
of our ordinary shares.
If
your shares are registered in your name with our transfer agent and you wish to attend the Extraordinary General Meeting via live
webcast, go to https://www.cstproxy.com/aitransportation/2024 using Conference ID: 5382572# and
enter the control number you received on your proxy card and click on the “Click here” to preregister for the online meeting
link at the top of the page. Just prior to the start of the meeting you will need to log back into the meeting site using your control
number. Pre-registration is recommended but is not required to attend.
Beneficial
shareholders who wish to attend the Extraordinary General Meeting via live webcast must obtain a legal proxy by
contacting their account representative at the bank, broker, or other nominee that holds their shares and e-mail a copy (a legible
photograph is sufficient) of their legal proxy to proxy@continentalstock.com. Beneficial shareholders who e-mail a valid
legal proxy will be issued a meeting control number that will allow them to register to attend and participate in the online-only
meeting. After contacting our transfer agent, a beneficial holder will receive an e-mail prior to the meeting with a link and
instructions for entering the virtual meeting. Beneficial shareholders should contact our transfer agent no later than 72 hours
prior to the meeting date.
Shareholders
will also have the option to listen to the Extraordinary General Meeting by telephone by calling:
|
● |
Within
the U.S. and Canada: +1 800-450-7155 (toll-free) |
|
|
|
|
● |
Outside
of the U.S. and Canada: +1 857-999-9155 (standard rates apply) |
The
passcode for telephone access, please use Conference ID: 5382572#. You will not be able to vote or submit questions unless
you register for and log in to the Extraordinary General Meeting webcast as described herein.
Voting
Power; record date. You will be entitled to vote or direct votes to be cast at the Extraordinary General Meeting, if you owned the
Company’s ordinary shares at the close of business on October 18, 2024, the record date for the Extraordinary General Meeting.
You will have one vote per proposal for each share of the Company’s ordinary shares you owned at that time. The Company’s
rights do not carry voting rights.
Votes
Required. Approval of the Extension Amendment Proposal and the Trust Amendment Proposal will require the affirmative vote at least
two-thirds of the holders of the issued and outstanding ordinary shares present and entitled to vote on the record date, including the
Founder Shares and ordinary shares included in the Private Placement Units who, being present in person (including virtually) or represented
by proxy at the Extraordinary General Meeting or any adjournment thereof and entitled to vote on such matter, vote at the Extraordinary
General Meeting. As our existing charter requires resolutions put to the vote of a meeting to be decided by poll, in accordance with
section 60(4) of the Act, regard shall be had to the number of votes to which each member is entitled to cast when computing whether
the requisite approval threshold has been obtained to pass the Extension Amendment Proposal and the NTA Proposal. If you do not vote
or if you abstain from voting on a proposal, your action will have the same effect as an “AGAINST” vote. Broker non-votes
will have the same effect as “AGAINST” votes.
At
the close of business on the record date of the Extraordinary General Meeting, there were 6,000,000 redeemable ordinary shares and 1,837,750
non-redeemable ordinary shares outstanding, each of which entitles its holder to cast one vote per proposal.
If
you do not want the Extension Amendment Proposal, the Trust Amendment Proposal or the NTA Proposal approved, you must abstain, not vote,
or vote “AGAINST” such proposal. You will be entitled to redeem your public shares for cash in connection with this vote
whether or not you vote on the Extension Amendment Proposal so long as you elect to redeem your public shares for a pro rata portion
of the funds available in the Trust Account in connection with the Extension Amendment Proposal or the NTA Proposal. The Company
anticipates that a public shareholder who tenders shares for redemption in connection with the vote to approve the Extension Amendment
Proposal or the NTA Proposal would receive payment of the Redemption Price for such shares soon after the completion of the Extension
Amendment Proposal or the NTA Proposal.
Proxies;
Board Solicitation; Proxy Solicitor. Your proxy is being solicited by the Board on the proposals being presented to shareholders
at the Extraordinary General Meeting. The Company has engaged Laurel Hill Advisory Group, LLC to assist in the solicitation of
proxies for the Extraordinary General Meeting. No recommendation is being made as to whether you should elect to redeem your public shares.
Proxies may be solicited in person or by telephone. If you grant a proxy, you may still revoke your proxy and vote your shares online
at the Extraordinary General Meeting if you are a holder of record of the Company’s ordinary shares. You may contact the Proxy
Solicitor at (855) 414-2266 (toll-free within the U.S. or Canada), or for banks and brokers, by calling (516) 933-3100 (collect),
or by sending an email to AITR@laurelhill.com.
BENEFICIAL
OWNERSHIP OF SECURITIES
The
following table sets forth information regarding the beneficial ownership of the Company’s ordinary shares as of the record date
based on information obtained from the persons named below, with respect to the beneficial ownership of the Company’s ordinary
shares, by:
|
● |
each
person known by us to be the beneficial owner of more than 5% of our outstanding ordinary shares; |
|
|
|
|
● |
each
of our executive officers and directors that beneficially owns ordinary shares; and |
|
|
|
|
● |
all
our officers and directors as a group. |
As
of the record date, there were 6,000,000 redeemable ordinary shares and 1,837,750 non-redeemable ordinary shares outstanding. Unless
otherwise indicated, all persons named in the table have sole voting and investment power with respect to all ordinary shares beneficially
owned by them.
Name and Address of Beneficial Owner(1) | |
Ordinary Shares Number of Shares Beneficially Owned | | |
Approximate Percentage of Outstanding Ordinary Shares | |
AI Transportation Corp(1) | |
| 1,729,750 | | |
| 22.07 | % |
Yongjin Chen(1)(3) | |
| 1,729,750 | | |
| 22.07 | % |
Yun Wu | |
| 12,000 | | |
| — | |
Wong Ping Kuen | |
| 12,000 | | |
| — | |
Ka Cheong Leung | |
| 12,000 | | |
| — | |
Dick Wai Mak | |
| 12,000 | | |
| — | |
All executive officers and directors as a group (five individuals) | |
| 1,777,750 | | |
| 22.68 | % |
Other 5% Shareholders | |
| | | |
| — | |
Glazer Capital, LLC(4) | |
| 564,941 | | |
| 11.2 | % |
Kerry Propper and Antonio Ruiz-Gimenez(5) | |
| 477,150 | | |
| 5.7 | % |
Karpus Investment Management(6) | |
| 906,474 | | |
| 11.6 | % |
Harraden Circle Investments, LLC(7) | |
| 657,267 | | |
| 9.96 | % |
(1) |
Unless
otherwise indicated, the business address of each of the individuals is c/o AITR, 10 East 53rd
Street, Suite 3001, New York, NY 10022. |
|
|
(2) |
Represents
Founder Shares. |
|
|
(3) |
Yongjin
Chen is the sole managing member of our Sponsor. As a result, Mr. Chen may be deemed to have voting and investment discretion with
respect to the AITR Ordinary Shares held by our Sponsor. |
|
|
(4) |
According
to the Schedule 13G/A filed with the SEC on April 10, 2024, these shares are held by certain funds and managed accounts to which
Glazer Capital, LLC, a Delaware limited liability company (“Glazer Capital”), serves as investment manager. Mr. Paul
J. Glazer serves as the Managing Member of Glazer Capital. The address of the business office of Glazer Capital and Mr. Paul J. Glazer
is 50 West 55th Street, Suite 30A, New York, New York 10019. |
|
|
(5) |
According
to the Schedule 13G filed with the SEC on February 14, 2024, these shares are held in the form of units by private funds managed
by registered investment advisers whose managing members are Kerry Propper and Antonio Ruiz-Gimenez. The address of the principal
office or residence of Kerry Propper and Antonio Ruiz-Gimenez is 17 State Street, Suite 2130, New York, New York 10004. |
|
|
(6) |
According
to the Schedule 13G/A filed with the SEC on February 12, 2024, these shares are owned directly by the accounts managed by Karpus
Management, Inc., d/b/a Karpus Investment Management (“Karpus”). Karpus is a registered investment adviser under Section
203 of the Investment Advisers Act of 1940. Karpus is controlled by City of London Investment Group plc (“CLIG”), which
is listed on the London Stock Exchange. However, in accordance with SEC Release No. 34-39538 (January 12, 1998), effective informational
barriers have been established between Karpus and CLIG such that voting and investment power over the subject securities is exercised
by Karpus independently of CLIG, and, accordingly, attribution of beneficial ownership is not required between Karpus and CLIG. The
address of the principal business office of Karpus is 183 Sully’s Trail, Pittsford, New York 14534. |
|
|
(7) |
According
to the Schedule 13G filed with the SEC on January 31, 2024, these shares are directly beneficially owned by Harraden Circle Investors,
LP (“Harraden Fund”). Harraden Circle Investors GP, LP (“Harraden GP”) is the general partner to Harraden
Fund, and Harraden Circle Investors GP, LLC (“Harraden LLC”) is the general partner of Harraden GP. Harraden Circle Investments,
LLC (“Harraden Adviser”) serves as investment manager to Harraden Fund and other high net worth individuals. Frederick
V. Fortmiller, Jr. (“Mr. Fortmiller”) is the managing member of each of Harraden LLC and Harraden Adviser. In such capacities,
each of Harraden GP, Harraden LLC, Harraden Adviser and Mr. Fortmiller may be deemed to indirectly beneficially own the Shares reported
herein directly beneficially owned by Harraden Fund. The address of the principal business office of Harraden GP, Harraden LLC, Harraden
Adviser and Mr. Fortmiller is 299 Park Avenue, 21st Floor, New York, NY 10171. |
HOUSEHOLDING
INFORMATION
Unless
we have received contrary instructions, we may send a single copy of this Proxy Statement to any household at which two or more shareholders
reside if we believe the shareholders are members of the same family. This process, known as “householding,” reduces the
volume of duplicate information received at any one household and helps to reduce our expenses. However, if shareholders prefer to receive
multiple sets of our disclosure documents at the same address this year or in future years, the shareholders should follow the instructions
described below. Similarly, if an address is shared with another shareholder and together both of the shareholders would like to receive
only a single set of our disclosure documents, the shareholders should follow these instructions:
|
● |
If
the shares are registered in the name of the shareholder, the shareholder should contact us at + (86) 1350 1152063 to inform us of
his or her request; or |
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|
|
|
● |
If
a bank, broker or other nominee holds the shares, the shareholder should contact the bank, broker or other nominee directly. |
WHERE
YOU CAN FIND MORE INFORMATION
We
file reports, proxy statements and other information with the SEC as required by the Exchange Act. You can read the Company’s SEC
filings, including this Proxy Statement, over the Internet at the SEC’s website at http://www.sec.gov.
If
you would like additional copies of this Proxy Statement or if you have questions about the proposals to be presented at the Extraordinary
General Meeting, you should contact the Company’s proxy solicitation agent at the following address, telephone number and email:
Laurel
Hill Advisory Group, LLC |
EMAIL:
AITR@laurelhill.com |
Call
Toll Free: (855) 414-2266
Banks and Brokers Call Collect: (516) 933-3100
You
may also obtain these documents by requesting them from the Company at:
AI
TRANSPORTATION ACQUISITION CORP
10
EAST 53RD ST., SUITE 3001
NEW
YORK, NY 10022
+
(86) 1350 1152063
If
you are a shareholder of the Company and would like to request documents, please do so by 5:00 pm ET on November 6, 2024,
to receive them before the Extraordinary General Meeting. If you request any documents from us, we will mail them to you by first
class mail, or another equally prompt means.
ANNEX
A
PROPOSED
AMENDMENT
TO
THE
AMENDED
AND RESTATED MEMORANDUM AND ARTICLES
OF
ASSOCIATION
OF
AI
TRANSPORTATION ACQUISITION CORP
Extension
Amendment Proposal
“RESOLVED,
as a special resolution, that, subject to and conditional upon the approval of the Trust Amendment Proposal, and the trust account having net tangible
assets of at least US$5,000,001 as at the date of this special resolution, the Amended and Restated Memorandum and Articles of Association of the Company be amended by
the deletion of the existing Article 35.2 it its entirety and the insertion of the following language in its place:
35.2
The Company has until 12 months from the closing of the IPO to consummate a Business Combination, provided however that if the board
of directors anticipates that the Company may not be able to consummate a Business Combination within 12 months of the closing of the
IPO, the Company may, by resolution of directors if requested by the Sponsor, extend the period of time to consummate a Business Combination
up to twelve times, each by an additional one month (for a total of up to 24 months to complete a Business Combination), subject
to the Sponsor depositing additional funds into the Trust Account in accordance with terms as set out in the trust agreement governing
the Trust Account and referred to in the Registration Statement. In the event that the Company does not consummate a Business Combination
within 12 months from the closing of the IPO or within up to 24 months from the closing of the IPO (subject in the latter case to valid
1 month extensions having been made in each case (such date falling 12 months or up to 24 months, as applicable, after the closing of
the IPO being referred to as the Termination Date)), such failure shall trigger an automatic redemption of the Public Shares (an
Automatic Redemption Event) and the directors of the Company shall take all such action necessary to (i) cease all operations
except for the purpose of winding up (ii) as promptly as reasonably possible but no more than ten (10) Business Days thereafter to redeem
the Public Shares to the holders of Public Shares, on a pro rata basis, in cash at a per-share amount equal to the applicable Per-Share
Redemption Price; and (iii) as promptly as reasonably possible following such Automatic Redemption Event, subject to the approval of
our remaining Members and our directors, liquidate and dissolve the Company, subject to the Company’s obligations under the Act
to provide for claims of creditors and the requirements of other applicable law. In the event of an Automatic Redemption Event, only
the holders of Public Shares shall be entitled to receive pro rata redeeming distributions from the Trust Account with respect to their
Public Shares.
NTA
Proposal
“RESOLVED,
as a special resolution, that, subject to and conditional upon the trust account having net tangible assets of at least US$5,000,001
as at the date of this special resolution, the Amended and Restated Memorandum and Articles of Association of the Company be amended
by the deletion of the existing Article 35.5(c), in its entirety and the insertion of the following language in its place:
In
no event will the Company consummate the Tender Redemption Offer or the Redemption Offer under Article 35.5(a) or 35.5(b) or an Amendment
Redemption Event under Article 35.11 if such redemptions would cause the Company to have net tangible assets of less than any net tangible
asset or cash requirement which may be contained in the agreement relating to the Business Combination.”
ANNEX
B
FORM
OF AMENDMENT NO. 1
TO
INVESTMENT
MANAGEMENT TRUST AGREEMENT
AMENDMENT
NO. 1 TO INVESTMENT MANAGEMENT TRUST AGREEMENT
THIS
AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of November 8,
2024, by and between AI Transportation Acquisition Corp, a Cayman Islands exempted corporation (the “Company”),
and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee” and together with
the Company, the “Parties”). Capitalized terms contained in this Amendment, but not specifically defined in
this Amendment, shall have the meanings ascribed to such terms in the Original Agreement (as defined below).
WHEREAS,
on November 8, 2023, the Company consummated its initial public offering of units of the Company (the “Units”),
each of which is composed of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary Share”),
and one right entitling the holder thereof to receive one-eighth (1/8th) of Ordinary Share upon consummation of an initial business combination,
subject to adjustment (such initial public offering hereinafter referred to as the “Offering”);
WHEREAS,
$60,600,000 of the gross proceeds of the Offering and sale of the private placement units were delivered to the Trustee to be deposited
and held in the segregated Trust Account located in the United States for the benefit of the Company and the holders of Ordinary Shares
included in the Units issued in the Offering pursuant to the Investment Management Trust Agreement made effective as of November 8, 2023,
by and between the Company and the Trustee (the “Original Agreement”);
WHEREAS,
the Company has sought and received the requisite approval of the holders of its Ordinary Shares at an Extraordinary General Meeting
held on November 8, 2024 to: (i) extend the date before which the Company must complete a business combination from November 10,
2024, subject to twelve one-month extensions to November 10, 2025 (or such earlier date after November 10, 2024 as determined by the
Company’s board of directors) (the “Extension Amendment”) and (ii) extend the date before which the Company
must complete a business combination from November 10, 2024, subject to twelve one-month extensions to November 10, 2025 (or such earlier
date after November 10, 2024 as determined by the Company’s board of directors) by depositing into the trust account the lesser
of $0.0333 per public share or $50,000 (the “Trust Amendment”); and
WHEREAS,
the Parties desire to amend the Amended Agreement to, among other things, reflect amendments to the Amended Agreement contemplated by
the Trust Amendment.
NOW,
THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:
1.
Amendments to Trust Agreement.
1.1
The following Section 1(i) is hereby amended and restated to read in its entirety as follows:
(i)
Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter
from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit
B, as applicable, signed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer, President, Secretary or Chairman
of the board of directors of the Company (the “Board”) or other authorized officer of the Company, and complete the liquidation
of the Trust Account and distribute the Property in the Trust Account, including interest not previously released to the Company to pay
its taxes (less up to $50,000 of interest that may be released to the Company to pay dissolution expenses), only as directed in the Termination
Letter and the other documents referred to therein, or (y) upon the date which is, the later of (1) 24 months after the closing of the
Offering and (2) such later date as may be approved by the Company’s shareholders in accordance with the Company’s amended
and restated memorandum and articles of association if a Termination Letter has not been received by the Trustee prior to such date,
in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as
Exhibit B and the Property in the Trust Account, including interest not previously released to the Company to pay its taxes (less up
to $50,000 of interest that may be released to the Company to pay dissolution expenses) shall be distributed to the Public Shareholders
of record as of such date; provided, however, that in the event the Trustee receives a Termination Letter in a form substantially similar
to Exhibit B hereto, or if the Trustee begins to liquidate the Property because it has received no such Termination Letter by the date
specified in clause (y) of this Section 1(i) the Trustee shall keep the Trust Account open until twelve (24) months following the date
the Property has been distributed to the Public Shareholders.
1.3
The following last sentence of the second paragraph of Exhibit B of the Original Agreement is here by amended and restated to read in
its entirety as follows:
The
Company has selected 24 months from the closing of this offering as the effective date for the purpose of determining when the Public
Shareholders will be entitled to receive their share of the liquidation proceeds.
All
other provisions of the Trust Agreement shall remain unaffected by the terms hereof.
2.
Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original and all of which
shall be deemed to be one and the same instrument, with the same effect as if the signatures thereto and hereto were upon the same instrument.
A facsimile signature or electronic signature shall be deemed to be an original signature for purposes of this Amendment.
3.
Compliance with Amendments. This Amendment is intended to be in full compliance with the requirements for an Amendment to the
Trust Agreement and every defect in fulfilling such requirements for an effective amendment to the Trust Agreement is hereby ratified,
intentionally waived and relinquished by all parties hereto.
4.
Governance. This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York, without
giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.
IN
WITNESS WHEREOF, the parties have duly executed this Amendment to the Investment Management Trust Agreement as of the date first written
above.
CONTINENTAL
STOCK TRANSFER & TRUST COMPANY, as Trustee |
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By: |
|
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Name: |
Francis
Wolf |
|
Title: |
Vice
President |
|
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|
AI
TRANSPORTATION ACQUISITION CORP |
|
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|
By: |
|
|
Name: |
Yongjin
Chen |
|
Title: |
Chief
Executive Officer |
|
AI
TRANSPORTATION ACQUISITION CORP
10
EAST 53RD ST., SUITE 3001
NEW
YORK, NY 10022
+
(86) 1350 1152063
EXTRAORDINARY
GENERAL MEETING OF SHAREHOLDERS IN LIEU OF THE 2024 ANNUAL GENERAL MEETING
October
28, 2024
YOUR
VOTE IS IMPORTANT
THIS
PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
FOR
THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS IN LIEU OF THE 2024
ANNUAL
GENERAL MEETING TO BE HELD ON NOVEMBER 8,
2024
The
undersigned, revoking any previous proxies relating to these shares, hereby acknowledges receipt of the Notice and Proxy Statement, dated
October 28, 2024, in connection with the extraordinary general meeting to be held at [ ] a.m. Eastern Time
on November 8, 2024 at [________________] in lieu of the 2024 annual general meeting (the “Extraordinary General
Meeting”) for the sole purpose of considering and voting upon the following proposals, and appoints Yongjin Chen (with full power
to act alone), the proxy of the undersigned, to vote all ordinary shares of the Company registered in the name provided, which the undersigned
is entitled to vote at the Extraordinary General Meeting and at any adjournments thereof, with all the powers the undersigned would have
if personally present. Without limiting the general authorization hereby given, said proxy is instructed to vote or act as follows on
the proposals set forth in the accompanying Proxy Statement. You will also be able to attend the Extraordinary General Meeting online,
vote and submit your questions during the Extraordinary General Meeting by visiting https://www.cstproxy.com/aitransportation/2024 using
Conference ID: 5382572#. If you plan to attend the virtual online Extraordinary General Meeting, you will need your 12-digit control
number to vote electronically at the Extraordinary General Meeting.
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 PROPOSAL (PROPOSAL 1), “FOR” THE TRUST AMENDMENT PROPOSAL (PROPOSAL 2), “FOR” THE NTA
PROPOSAL (PROPOSAL 3), AND “FOR” THE ADJOURNMENT PROPOSAL (PROPOSAL 4). THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”
ALL PROPOSALS.
Important
Notice Regarding the Availability of Proxy Materials for the Extraordinary General Meeting in lieu of the 2024 annual general
meeting of Shareholders to be held on November 8, 2024: This notice of meeting and the accompanying proxy statement are available
at www.sec.gov.
Proposal
1 — Extension Amendment Proposal |
FOR |
AGAINST |
ABSTAIN |
A proposal to amend by special resolution the
Company’s Amended and Restated Memorandum and Articles of Association, which we refer to as the “existing charter,”
in the form set forth in Annex A to the accompanying Proxy Statement, which we refer to as the “Extension Amendment”
and such proposal the “Extension Amendment Proposal,” to extend the date by which the Company must (i) consummate a business
combination meaning the initial acquisition by the Company, whether through a merger, share reconstruction or amalgamation, asset or
share acquisition, exchangeable share transaction, contractual control arrangement or other similar type of transaction with one or more
businesses whose value is at least equal to 80% of the balance in the Trust Account (excluding any deferred underwriting fees and any
taxes payable on the Trust Account balance) at the time of the execution of a definitive agreement for the business combination, which
we refer to as a “business combination,” (ii) cease its operations if it fails to complete such business combination, and
(iii) redeem or repurchase 100% of the Company’s redeemable ordinary shares included as part of the units sold in the Company’s
initial public offering effective November 10, 2023, which we refer to as the “IPO,” by increasing the number of one-month
extensions available to the Company under the existing charter from six one-month extensions from November 10, 2024 (the “Initial
Termination Date”), to twelve one-month extensions from the Initial Termination Date, such that, unless the closing of the Company’s
initial business combination shall have occurred, which we refer to as the “Extension,” and such later date, the “Extended
Date,” and provided that (i) AI Transportation Corp., the Company’s sponsor (the “Sponsor”) (or its affiliates
or permitted designees), will deposit into the trust account the lesser of $0.0333 per public share or $50,000 (the “Extension
Payment”) for each one-month Extension, and (ii) the procedures relating to any such one-month Extension, as set forth in the Company’s
Investment Management Trust Agreement, dated as of November 8, 2023, as amended (the “Trust Agreement”), shall have been
complied with, the Company will have the ability to extend the Initial Termination Date to November 10, 2025 (the “Termination Date”).
The text of the special resolution is as follows: “RESOLVED, as a special resolution, that, subject to and conditional upon the
approval of the Trust Amendment Proposal, the trust account having net tangible assets of at least US$5,000,001 as at the date of this
special resolution, the Amended and Restated Memorandum and Articles of Association of the Company be amended by the deletion of the
existing Article 35.2 it its entirety and the insertion of the following language in its place:
35.2 The Company has until 12 months from the closing of the IPO to consummate a Business Combination, provided however
that if the board of directors anticipates that the Company may not be able to consummate a Business Combination within 12 months of the
closing of the IPO, the Company may, by resolution of directors if requested by the Sponsor, extend the period of time to consummate a
Business Combination up to twelve times, each by an additional one month (for a total of up to 24 months to complete a Business Combination),
subject to the Sponsor depositing additional funds into the Trust Account in accordance with terms as set out in the trust agreement governing
the Trust Account and referred to in the Registration Statement. In the event that the Company does not consummate a Business Combination
within 12 months from the closing of the IPO or within up to 24 months from the closing of the IPO (subject in the latter case to valid
1 month extensions having been made in each case (such date falling 12 months or up to 24 months, as applicable, after the closing of
the IPO being referred to as the Termination Date)), such failure shall trigger an automatic redemption of the Public Shares (an
Automatic Redemption Event) and the directors of the Company shall take all such action necessary to (i) cease all operations except
for the purpose of winding up (ii) as promptly as reasonably possible but no more than ten (10) Business Days thereafter to redeem the
Public Shares to the holders of Public Shares, on a pro rata basis, in cash at a per-share amount equal to the applicable Per-Share Redemption
Price; and (iii) as promptly as reasonably possible following such Automatic Redemption Event, subject to the approval of our remaining
Members and our directors, liquidate and dissolve the Company, subject to the Company’s obligations under the Act to provide for
claims of creditors and the requirements of other applicable law. In the event of an Automatic Redemption Event, only the holders of Public
Shares shall be entitled to receive pro rata redeeming distributions from the Trust Account with respect to their Public Shares.”;
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Proposal
2 — Trust Amendment Proposal |
FOR |
AGAINST |
ABSTAIN |
A
proposal to amend the Company’s Investment Management Trust Agreement, dated as of November 8, 2023, between the Company
and Continental Stock Transfer & Trust Company, to provide the Company with the ability to extend the business combination
period by twelve one-month extensions to up to November 10, 2025. |
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Proposal
3 — NTA Proposal |
FOR |
AGAINST |
ABSTAIN |
A
proposal to amend by special resolution the Company’s Amended and Restated Memorandum and Articles of Association to
remove the requirements limiting the Company’s ability to consummate its initial business combination if it would have less than
$5,000,001 in net tangible assets prior to or upon the closing of our initial business combination. The text of the special resolution
is as follows: “RESOLVED, as a special resolution, that, subject to and conditional upon the trust account having net tangible
assets of at least US$5,000,001 as at the date of this special resolution, the Amended and Restated Memorandum and Articles of Association
of the Company be amended by the deletion of the existing Article 35.5(c), in its entirety and the insertion of the following language
in its place:
In no event will the Company consummate the Tender Redemption Offer or the Redemption Offer under Article 35.5(a)
or 35.5(b) or an Amendment Redemption Event under Article 35.11 if such redemptions would cause the Company to have net tangible assets
of less than any net tangible asset or cash requirement which may be contained in the agreement relating to the Business Combination”
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Proposal
4 — Adjournment Proposal |
FOR |
AGAINST |
ABSTAIN |
A
proposal to approve by ordinary resolution the adjournment of the Extraordinary General Meeting to a later date or
dates, if necessary, to permit further solicitation and vote of proxies if there are insufficient votes for, or otherwise in connection
with, the approval of the Extension Amendment Proposal, the Trust Amendment Proposal or the NTA Proposal. |
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Dated:
_____________, 2024 |
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Shareholder’s
Signature |
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Shareholder’s
Signature |
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Signature
should agree with name printed hereon. If a share 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 SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” THE
EXTENSION AMENDMENT PROPOSAL (PROPOSAL 1), “FOR” THE TRUST AMENDMENT PROPOSAL (PROPOSAL 2), “FOR” THE NTA PROPOSAL
(PROPOSAL 3), AND “FOR” THE ADJOURNMENT PROPOSAL (PROPOSAL 4), IF PRESENTED AT THE EXTRAORDINARY GENERAL MEETING. THIS
PROXY WILL REVOKE ALL PRIOR PROXIES SIGNED BY YOU.
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