What vote is required to adopt the Charter Amendment and Trust Amendment?
Approval of each of the Charter Amendment and Trust Amendment will require the affirmative vote of holders of a majority of the Companys outstanding
common stock, including those shares held as a constituent part of our units, on the record date.
If the Charter Amendment and Trust Amendment are
approved, any holder of public shares may redeem all or a portion of their public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as
of two business days prior to such approval, including interest earned on the Trust Account deposits (which interest shall be net of taxes payable), divided by the number of then outstanding public shares. However, the Company may not redeem our
public shares in an amount that would cause our net tangible assets to be less than $5,000,001.
What happens if I sell my common stock or units of
the Company before the special meeting?
The August 1, 2022 record date is earlier than the date of the special meeting. If you transfer your
public shares, including those shares held as a constituent part of our units, after the record date, but before the special meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the
special meeting. If you transfer your shares of common stock prior to the record date, you will have no right to vote those shares at the special meeting.
What if I dont want to vote for the Charter Amendment Proposal and Trust Amendment Proposal?
If you do not want the Charter Amendment and Trust Amendment to be approved, you must abstain, not vote, or vote against the proposal. If the Charter Amendment
and Trust Amendment are approved, and the Updated Extension Terms are implemented, then the Withdrawal Amount will be withdrawn from the Trust Account and paid to the redeeming holders.
Will you seek any further extensions to liquidate the Trust Account?
Other than the extension until the Extended Date as described in this proxy statement, the Company does not currently anticipate seeking any further extension
to consummate a Business Combination.
What happens if the Charter Amendment and Trust Amendment are not approved?
If the Charter Amendment and Trust Amendment are not approved, and we do not consummate an initial business combination by August 21, 2022, we will be
required to either (i) dissolve and liquidate our Trust Account by returning the then remaining funds in such account to the public stockholders and our Private Placement Units will expire worthless, or (ii) extend the Combination Period
for three months each time by depositing $2,090,000 (or $0.10 for each public share) to the Trust Account.
The Companys initial stockholders
have waived their rights to participate in any liquidation distribution with respect to their Founder Shares. There will be no distribution from the Trust Account with respect to the Companys warrants or rights, which will expire worthless in
the event we wind up. The Company will pay the costs of liquidation from its remaining assets outside of the Trust Account. If such funds are insufficient, the Sponsor has agreed to advance the funds necessary to complete such liquidation
(currently anticipated to be no more than approximately $100,000) and have agreed not to seek repayment of such expenses.
If both the Charter
Amendment Proposal and Trust Amendment Proposal is approved, what happens next?
Upon approval by a majority of the common stock (including those
shares held as a constituent part of our units) outstanding as of the record date of the Charter Amendment Proposal and Trust Amendment Proposal, the Company will file an amendment to the charter with the Secretary of State of the State of Delaware
in the form
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