special meeting to obtain the stockholder approvals required in connection with a business combination and to complete the closing of a business combination. Without the Extension, if we are
unable to complete a business combination on or before May 8, 2023, we would be precluded from completing our initial business combination and would be forced to liquidate.
If the Extension Amendment Proposal is Not Approved
If the Extension Amendment Proposal is not approved and we do not complete our initial business combination by May 8, 2023, unless our
Sponsor makes a contribution to the Trust Account in accordance with Section 9.1(c) of the Certificate (which it has indicated it does not expect to do), as contemplated by our IPO prospectus and in accordance with our Certificate, we will:
(1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the public shares, at a per-share
price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Company to pay its franchise and income taxes (less up to $100,000 of interest to pay dissolution
expenses), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public stockholders rights as stockholders (including the right to receive further liquidating distributions, if
any) and (3) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for
claims of creditors and the requirements of other applicable law.
There will be no redemption rights or liquidating distributions
with respect to our warrants, which will expire worthless in the event of our winding up. In the event of a liquidation, the holders of our founder shares, including our Sponsor, will not receive any monies held in the Trust Account as a result of
their ownership of the founder shares.
If the Extension Amendment Proposal is Approved
Upon approval of the Extension Amendment Proposal by the requisite number of votes, the amendments to our Certificate that are set forth in
paragraphs 5 and 8 of Annex A hereto will become effective upon filing the amendment to our Certificate with the Secretary of State of the State of Delaware. We will remain a reporting company under the Exchange Act, and our units, public shares and
public warrants will remain publicly traded.
If the Extension Amendment Proposal is approved and the Extension is implemented, the
removal of the Withdrawal Amount from the Trust Account in connection with the Election will reduce the amount held in the Trust Account following the Election. 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 $312.8 million that was in the Trust Account as of April 10, 2023. In such event, we may need
to obtain additional funds to consummate our initial business combination, and there can be no assurance that such funds will be available on acceptable terms or at all.
If the Extension Amendment Proposal is not approved and we do not complete our initial business combination by May 8, 2023, unless our
Sponsor makes a contribution to the Trust Account in accordance with Section 9.1(c) of the Certificate (which it has indicated it does not expect to do), as contemplated by our IPO prospectus and in accordance with our Certificate, we will:
(1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the public shares, at a per-share
price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Company to pay its franchise and income taxes (less up to $100,000 of interest to pay dissolution
expenses), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public stockholders rights as stockholders (including the right to receive further liquidating distributions, if
any) and (3) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for
claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless in the event of our winding up. In the event of a
liquidation, the