THE SECOND 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
May 22, 2020. In connection with our formation, we issued an aggregate of 8,625,000 founder shares to our Sponsor for an aggregate purchase price of $25,000.
On July 27, 2020, we consummated our IPO of 30,000,000 units. On August 25, 2020, we consummated the full exercise of the
underwriters 4,500,000 unit 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 $345,000,000. 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 price of $1.00 per warrant, generating gross proceeds of $8,000,000. Simultaneously with the consummation of the full exercise of the underwriters over-allotment
option, we completed the private sale of an additional 900,000 private placement warrants to our Sponsor at a price of $1.00 per warrant, generating additional gross proceeds of $900,000.
A total of $345,000,000 of the net proceeds from our initial public offering (including the over-allotment) and the private placement with the
Sponsor were deposited in a trust account established for the benefit of the Companys public stockholders.
On July 25, 2022,
the Company entered into an extension note with the Sponsor, pursuant to which the Sponsor agreed to contribute to the Company as a loan $0.033 for each public share that was not redeemed in connection with the stockholder vote to approve the
extension of the date by which the Company must complete an initial business combination from July 27, 2022 to January 27, 2023 (which extension was approved at the special meeting of the Company on July 25, 2022), for each month
until the earlier of (i) the date of consummation of the Companys initial business combination and (ii) the date of liquidation of the Company. Such contributions will be deposited into the trust account. Additionally, in connection
with the stockholder approval of such extension in July 2022, certain stockholders elected to redeem an aggregate of 24,781,028 public shares, or approximately 71.83% of the then outstanding public shares. Such redemption demands have been completed
and such shares have been redeemed and, in relation thereto, we paid cash from the trust account in the aggregate amount of approximately $248,087,256.06, or approximately $10.01 per share, to redeeming stockholders. As a result, approximately
$97,939,800.60 remained in the trust account after paying such redeeming holders in connection with the first extension stockholder vote. As of the record date, there is $[●] remaining in the trust account, which includes an aggregate of
$[●] deposited pursuant to the first extension.
On August 30, 2022, the Company, LMA Merger Sub, Abacus Merger Sub, LMA and
Abacus entered into the Merger Agreement, as amended on October 14, 2022, pursuant to which, subject to the satisfaction or waiver of certain conditions precedent in the Merger Agreement, (i) LMA Merger Sub will merge with and into LMA,
with LMA surviving such merger as a direct wholly owned subsidiary of the Company, and (ii) Abacus Merger Sub will merge with and into Abacus, with Abacus surviving such merger as a direct wholly owned subsidiary of the Company, such mergers
constituting the Business Combination. The Business Combination is expected to be consummated in the first half of 2023, subject to the fulfillment of certain conditions.
The Company is in the process of preparing and finalizing the Business Combination Proxy Statement with the SEC for the purpose of soliciting
stockholder approval of the proposed Business Combination at a special meeting of the Companys stockholders as promptly as possible. If the Business Combination is approved at a special meeting for such purpose, the Company would consummate
the Business Combination shortly thereafter. For additional information regarding the Business Combination, see the Companys Current Reports on Form 8-K filed on August 30, 2022 and October 14,
2022, and the Business Combination Proxy Statement.
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