PROPOSAL NO. 1 THE EXTENSION AMENDMENT PROPOSAL
Background
We are a blank
check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase reorganization or similar business combination with one or more businesses. We were incorporated in Delaware on August 12,
2020. In connection with our formation, we issued an aggregate of 7,500,000 founder shares to our Sponsor for an aggregate purchase price of $25,000.
On
December 11, 2020, we consummated our IPO of 30,000,000 units, including 3,900,000 units issued to the underwriters based on a partial exercise of their over-allotment option. Each unit consists of one share of Class A common stock and one-half of one redeemable public warrant, with each whole warrant entitling the holder thereof to purchase one share of Class A common stock for $11.50 per share. The units were sold at a price
of $10.00 per unit, generating gross proceeds of $300,000,000.
Simultaneously with the consummation of the IPO, we completed the private sale of an
aggregate of 8,000,000 private placement warrants to our Sponsor at a purchase price of $1.00 per warrant, generating gross proceeds of $8,000,000.
The
prospectus for our IPO and our charter originally provided that we had until June 11, 2022, or 18 months after the closing of our IPO, to complete a business combination. We were not able to consummate an initial business combination by
such date and on June 10, 2022, our stockholders approved an amendment to the charter to provide that we would have until October 11, 2022. In connection with this amendment, the Company offered public stockholders the right to have their
public shares converted into a pro rata portion of the trust account and stockholders holding an aggregate of 24,944,949 public shares exercised their right to redeem their shares at a redemption price of approximately $10.01 per share, or a total
of $249,614,847 of the funds held in the Companys trust account.
The Company was also unable to complete a qualifying business combination by
October 11, 2022 and on October 6, 2022 the Companys stockholders approved an amendment to the charter to provide that the Company would have until April 11, 2023 to complete a business combination. In connection with such
amendment, the Company offered public stockholders right to have their public shares converted into a pro rata portion of the trust account and stockholders holding an aggregate of 3,382,949 public shares exercised their right to redeem their shares
at a redemption price of approximately $10.05 per share, or a total of $34,009,688.61 of the funds held in the Companys trust account.
On
December 5, 2022, to mitigate the risk of being viewed as operating as an unregistered investment company, we instructed Continental Trust Stock Transfer and 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 an interest-bearing bank deposit account. Such funds will be held in trust, Accordingly, as of the Record Date,
the Company has approximately $16,851,595.93 of cash in the trust account.
The Extension Amendment
The Company is proposing to amend its charter to extend the date by which the Company must consummate a business combination. The Extension Amendment would
allow us, without another stockholder vote, to elect to extend the Outside Date on a monthly basis eight (8) additional times until December 11, 2023, or a total of up to eight (8) months after the Current Outside Date by resolution of the
Board, if requested by the Sponsor, and upon five days advance notice prior to the Outside Date. .
The purpose of the Extension Amendment
Proposal is to provide the Company with sufficient time to complete a business combination. The Companys prospectus for its IPO and its charter initially provided that the Company
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