Public stockholders may elect to redeem all or a portion of their public shares even if they vote against the Amendment Proposals. However, public stockholders will not have their shares
redeemed in connection with the Amendment Proposals unless the Amendment Proposals are approved.
We have determined that it is very
unlikely that the Company will be able to complete an initial Business Combination by either the Original Termination Date or the Amended Termination Date. If (x) the Amendment Proposals are approved, the Amendment Proposals are implemented and
we do not consummate an initial Business Combination by the Amended Termination Date or (y) the Amendment Proposals are not approved and we do not consummate an initial Business Combination by the Original Termination Date, our Charter provides
that we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem all of our public
shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest (net
of taxes payable, and less up to $100,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding public shares, which redemption will completely extinguish rights of the public stockholders (including the
right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholder(s) and the Board in accordance with applicable law,
dissolve and liquidate, subject in each case to the Companys obligations under the General Corporation Law of the State of Delaware to provide for claims of creditors and other requirements of applicable law.
Approval of each of the Amendment Proposals requires the affirmative vote of the holders of at least 65% of the then-outstanding shares of
Class A Common Stock and Class B common stock, par value $0.0001 per share, of the Company (the Class B Common Stock and, together with the Class A Common Stock, the Common Stock) entitled to vote thereon,
voting together as a single class. In addition to the Sponsors shares of Class B Common Stock and private placement shares, we would need 12,284,866, or 55.2%, of the 22,266,185 public shares to be voted in favor of our Amendment Proposal in
order to have such Amendment Proposal approved.
Approval of the Adjournment Proposal requires the affirmative vote of the holders of a
majority of the then-outstanding shares of Common Stock present at the Special Meeting and entitled to vote thereon, voting together as a single class. In addition to the Sponsors shares of Class B Common Stock and private placement shares, we
would need 8,007,158, or 36.0% (assuming all outstanding shares are voted), or 877,645, or 3.9% (assuming only the minimum number of shares representing a quorum are voted), of the 22,266,185 public shares to be voted in favor of our Adjournment
Proposal in order to have such Adjournment Proposal approved.
THE COMPANYS BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE
FOR THE AMENDMENT PROPOSALS AND THE ADJOURNMENT PROPOSAL.
The Board has fixed 10:00 a.m., New York City Time, on
November 9, 2022, as the record date for the Special Meeting (the Record Date). Only stockholders of record on November 9, 2022, are entitled to notice of and to vote at the Special Meeting or any adjournment or postponement
thereof. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement.
You are not being asked to vote on an initial Business Combination at this time. We have determined that it is very unlikely that the
Company will be able to complete an initial Business Combination by either the Original Termination Date or the Amended Termination Date. If the Amendment Proposals are approved and the Amendment Proposals are implemented, we plan to cease all
operations on the Amended Termination Date except for the purpose of winding up and redeem all of our outstanding public shares promptly thereafter, which the Board believes is in the best interests of the Company and our stockholders.
You will be able to attend the Special Meeting online, vote, view the list of stockholders entitled to vote at the Special Meeting and submit
your questions during the Special Meeting by visiting https://www.cstproxy.com/lererhippeauacquisition/2022. To ensure your representation at the Special Meeting, however, you are urged to complete, sign, date and return your proxy card as soon as
possible. If your shares are