UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934
Filed
by the Registrant ☒
Filed
by a Party other than the Registrant ☐
Check
the appropriate box:
☒ |
Preliminary
Proxy Statement |
☐ |
Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
☐ |
Definitive
Proxy Statement |
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Definitive
Additional Materials |
☐ |
Soliciting
Material Pursuant to Section 240.14a-12 |
OMNILIT
ACQUISITION CORP.
(Name
of Registrant as Specified In Its Charter)
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check all boxes that apply):
☐ |
Fee
paid previously with preliminary materials |
☐ |
Fee
computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
PRELIMINARY
PROXY MATERIALS
SUBJECT TO COMPLETION
OMNILIT
ACQUISITION CORP.
1111
Lincoln Road, Suite 500
Miami
Beach, FL 33139
NOTICE
OF SPECIAL MEETING OF STOCKHOLDERS
TO
BE HELD ON [ ], 2022
TO
THE STOCKHOLDERS OF OMNILIT ACQUISITION CORP.:
You
are cordially invited to attend a special meeting of stockholders of OmniLit Acquisition Corp., which we refer to as “we”,
“us”, “our” or the “Company”, to be held at [ ] a.m. Eastern Time on [ ],
2022.
The
Special Meeting will be a completely virtual meeting of stockholders, which will be conducted via live webcast register to attend
at [www.cstproxy.com/omnilitacquistion/2022] and via teleconference using the following dial-in information:
Telephone access (listen-only):
Within the U.S. and Canada:
1-800-450-7155 (toll-free)
Outside of the U.S. and Canada:
1-857-999-9155
(standard rates apply)
Conference ID: [ ]
Please
be sure to follow instructions found on your proxy card.
You will find more information on the matters for voting in the proxy statement on the following pages. If you are a stockholder of record,
you may vote by mail, by toll-free telephone number or, by using the Internet. We are pleased to utilize the virtual stockholder meeting
technology to provide ready access and cost savings for our stockholders and the Company. The virtual meeting format allows attendance
from any location in the world.
To
ask a question pertaining to the business of the Special Meeting, stockholders must submit it in advance of the Special Meeting.
Questions may be submitted until [ ] p.m., Eastern Time, on [ ], 2022. Each stockholder
will be limited to no more than one question.
Even
if you are planning on attending the Special Meeting online, please promptly submit your proxy vote online or by telephone, or, if you
received a printed form of proxy in the mail, by completing, dating, signing and returning the enclosed proxy, so your shares will be
represented at the Special Meeting. Instructions on voting your shares are in the proxy materials you received for the Special Meeting.
The
sole purpose of the Special Meeting is to consider and vote upon the following proposals:
● |
Proposal
1 – Extension Amendment Proposal: A proposal to amend the Company’s amended and restated certificate of incorporation
by allowing us to extend (the “Extension”) the date by which we have to consummate a business combination (the “Combination
Period”) for an additional nine (9) months, from February 12, 2023 (the date which is 15 months from the closing date
of our initial public offering of our units (the “IPO”) to November 12, 2023, (the “Extended Date”),
or such earlier date as determined by the Board, or, if it fails to do so, cease its operations and redeem or repurchase 100% of
the shares of the Company’s common stock issued in the Company’s initial public offering. A copy of the proposed amendment,
which we refer to as the “Extension Amendment”, is set forth in Annex A to the accompanying Proxy Statement. |
● |
Proposal
2 – Trust Amendment Proposal: A proposal to amend the Investment Management Trust Agreement, dated November 8, 2021, (the
“Trust Agreement”), by and between the Company and Continental Stock Transfer & Company (the “Trustee”),
pursuant to an amendment to the Trust Agreement in the form set forth in Annex B of the accompanying proxy statement, to authorize
the Extension and its implementation by the Company. |
● |
Proposal
3 – Adjournment Proposal: A proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary,
to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection
with, the approval of the forgoing proposals. This proposal will only be presented at the Special Meeting if there are not sufficient
votes to approve the Extension Amendment Proposal. |
Each
of the Extension Amendment Proposal and the Trust Amendment Proposal is cross-conditioned on the approval of the other.
Each of the Extension Amendment Proposal, the Trust Amendment Proposal (together the Extension Amendment Proposal, the “Extension
Proposals”), and the Adjournment Proposal is more fully described in the accompanying Proxy Statement. The purpose of these proposals
is to allow us additional time to complete our initial business combination.
Our
IPO prospectus and charter provide that we have 15 months from the date of our IPO (until February 12, 2023) to complete a
merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination
with one or more businesses or entities (a “Business Combination”). Our charter and Trust Agreement provide that we have
the right to extend the period of time to consummate a Business Combination up to two times by an additional three months each time
(for a total of up to 21 months to complete a Business Combination) by depositing into the trust account maintained by Continental
Stock Transfer & Trust Company, acting as trustee, an amount of $0.10 per unit sold to the public in the IPO for each such
three-month extension (resulting in a total deposit of $10.40 per unit sold to the public in the event both extensions are elected)
(each, an “Extension Election”), as described in more detail in our IPO prospectus. If the Extension Amendment
Proposal and the Trust Amendment Proposal are approved, we will not have to rely on an Extension Election, but will instead have the
right to extend the Combination Period for an additional nine (9) months, from February 12, 2023 to November 12, 2023.
While we are currently in discussions regarding a business combination, the board of directors of the Company (the
“Board”) currently believes that there will not be sufficient time before February 12, 2023, to complete a
Business Combination and desires to have the flexibility to extend the Company’s time to complete a Business Combination on
terms other than those set forth in its charter. The purpose of the Extension is to provide the Company more time to complete a
Business Combination, which the Board believes is in the best interests of our stockholders. If the Extension Proposal is
approved, neither the Sponsor nor the Company will be required to deposit additional funds into the trust account in connection with
the Extension.
In
connection with the Extension Proposal, stockholders who own shares of our common stock issued in our IPO (we refer to such stockholders
as “public stockholders” and such shares as “public shares”) may elect to redeem all or a portion of their public
shares even if they vote for, or do not vote on, the Extension Proposal. If such stockholders elect to redeem, the redemption will be
for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Company’s trust account (the “Trust
Account”), including interest (which interest shall be net of taxes payable), divided by the number of then outstanding public
shares. We refer to the election to redeem public shares in connection with the Extension Proposal as the “Election.” If
the Extension Proposal is approved by the requisite vote of stockholders, holders of public shares who do not make the Election will
retain their right to redeem their public shares when the business combination is submitted to the stockholders for approval, subject
to any limitations set forth in our charter as amended by the Extension Amendment. In addition, public stockholders who do not make the
Election would be entitled to have their public shares redeemed for cash if the Company has not completed a business combination by the
Extended Date. For a description of these redemption
rights and the procedure for electing redemption, see “PROPOSAL NO. 1 – THE EXTENSION AMENDMENT PROPOSAL – Redemption
Rights.”
To
exercise your redemption rights, you must demand that the Company redeem all or a portion of your public shares for a pro rata
portion of the funds held in the Trust Account, and tender your shares to the Company’s transfer agent at least two business days
prior to the Special Meeting (or [ ], 2022). You may tender your shares by either delivering your share
certificate to the transfer agent or by delivering your shares electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal
At Custodian) system. If you hold your shares in street name, you will need to instruct your bank, broker or other nominee to withdraw
the shares from your account in order to exercise your redemption rights.
If
the Extension Proposals and the Adjournment Proposal are not approved by February 12, 2023, unless there is an Extension Election,
we will dissolve and liquidate in accordance with the amended and restated certificate of incorporation. Our sponsor or its designees
will have the sole discretion whether to continue extending for additional calendar months until the Extended Date and if our Sponsor
determines not to continue extending for additional calendar months, its obligation to make additional contributions will terminate.
Our
Board has fixed the close of business on [ ], 2022 as the date for determining the Company stockholders entitled
to receive notice of and vote at the Special Meeting and any adjournment thereof. Only holders of record of the Company’s common
stock on that date are entitled to have their votes counted at the Special Meeting or any adjournment thereof.
Based
upon the current amount in the Trust Account, the Company anticipates that the per-share price at which public shares will be redeemed
from cash held in the Trust Account will be approximately $[ ] before deduction for taxes payable at the
time of the Special Meeting. The closing price of the Company’s common stock on [ ], 2022 was $[ ].
The Company cannot assure stockholders that they will be able to sell their shares of the Company in the open market, even if the
market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when
such stockholders wish to sell their shares.
You
are not being asked to vote on the business combination at this time. If the Extension is implemented and you do not elect to redeem all
or a portion of your public shares, provided that you are a stockholder on the record date for a meeting to consider the
business combination, you will retain the right to vote on the business combination when it is submitted to stockholders and the
right to redeem all or a portion of your public shares for cash in the event the business combination is approved and
completed, or if we have not consummated a business combination by the Extended Date.
After
careful consideration of all relevant factors, the Board has determined that the Extension Proposals and, if presented, the Adjournment
Proposal are advisable and recommends that you vote or give instruction to vote “FOR” such proposals.
Enclosed
is the Proxy Statement containing detailed information concerning the Extension Proposals, the Adjournment Proposal and the Special Meeting.
Whether or not you plan to attend the Special Meeting, we urge you to read this material carefully and vote your shares.
November
[ ], 2022 |
By
Order of the Board of Directors |
|
|
|
|
|
Al
Kapoor |
|
Chairman
of the Board |
Your
vote is important. If you are a stockholder of record, please vote online or by telephone, or sign, date and return your proxy card as
soon as possible to make sure that your shares are represented at the Special Meeting. If you are a stockholder of record, you may also
cast your vote online at the Special Meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your
broker or bank how to vote your shares, or you may cast your vote online at the Special Meeting by obtaining a proxy from your brokerage
firm or bank. Your failure to vote or instruct your broker or bank how to vote will have the same effect as voting “AGAINST”
the Extension Proposals, and an abstention will have the same effect as voting “AGAINST” the Extension Proposals.
Important
Notice Regarding the Availability of Proxy Materials for the Special Meeting of Stockholders to be held on [ ],
2022: This notice of meeting and the accompanying Proxy Statement are available at [www.cstproxy.com/omnilitacquistion/2022].
PRELIMINARY
PROXY - SUBJECT TO COMPLETION
OMNILIT
ACQUISITION CORP.
1111
Lincoln Road, Suite 500
Miami
Beach, FL 33139
SPECIAL
MEETING OF STOCKHOLDERS
TO
BE HELD ON [ ], 2022
PROXY
STATEMENT
The
Special Meeting of stockholders of OmniLit Acquisition Corp., which we refer to as “we”, “us”, “our”
or the “Company”, will be held at [ ], Eastern Time on [ ], 2022, as a virtual
meeting. The Special Meeting will be a completely virtual meeting of stockholders, which will be conducted via live webcast register
to attend at [www.cstproxy.com/omnilitacquistion/2022] and via teleconference using the following dial-in information:
Telephone
access (listen-only):
Within
the U.S. and Canada:
1-800-450-7155
(toll-free)
Outside
of the U.S. and Canada:
1-857-999-9155
(standard rates apply)
Conference
ID: [ ]
Please be sure to follow instructions
found on your proxy card. You will find more information on the matters for voting in the proxy statement on the following
pages. If you are a stockholder of record, you may vote by mail, by toll-free telephone number or, by using the Internet. The Special
Meeting will be held for the sole purpose of considering and voting upon the following proposals:
● |
Proposal
1: Extension Amendment Proposal to amend the Company’s amended and restated certificate of incorporation by allowing us to
extend (the “Extension”) the date by which we have to consummate a business combination (the “Combination Period”)
for an additional nine (9) months, from February 12, 2023 (the date which is 15 months from the closing date of our initial
public offering of our units (the “IPO”) to November 12, 2023, (the “Extended Date”), or such earlier
date as determined by the Board, or, if it fails to do so, cease its operations and redeem or repurchase 100% of the shares of the
Company’s common stock issued in the Company’s initial public offering. A copy of the proposed amendment, which we refer
to as the “Extension Amendment”, is set forth in Annex A to the accompanying Proxy Statement. |
● |
Proposal
2: The Trust Amendment Proposal to amend the Investment Management Trust Agreement, dated November 8, 2021, (the “Trust Agreement”),
by and between the Company and Continental Stock Transfer & Company (the “Trustee”), pursuant to an amendment to
the Trust Agreement in the form set forth in Annex B of the accompanying proxy statement (the “Trust Amendment”), to
authorize the Extension and its implementation by the Company. |
● |
Proposal
3: The Adjournment Proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further
solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval
of the foregoing proposals. The Adjournment Proposal will only be presented at the Special Meeting if there are not sufficient votes
to approve the Extension Amendment Proposal or the Trust Amendment Proposal. |
Each
of the Extension Amendment Proposal and the Trust Amendment Proposal is cross-conditioned on the approval of the other.
The purpose of the Extension Amendment Proposal, the Trust Amendment Proposal (together the Extension Amendment Proposal, the “Extension
Proposals”), and, if necessary, the Adjournment Proposal, is to allow us additional time to complete our initial business combination.
In
connection with the Extension Amendment Proposal, stockholders who own shares of our common stock issued in our IPO (we refer to such
stockholders as “public stockholders” and such shares as “public shares”) may elect to redeem all or a portion
of their public shares even if they vote for, or do not vote on, the Extension Proposals. If such stockholders elect to redeem, the redemption
will be for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Company’s trust account (the
“Trust Account”), including interest (which interest shall be net of taxes payable), divided by the number of then outstanding
public shares. We refer to the election to redeem public shares in connection with the Extension Amendment Proposal as the “Election.”
If the Extension Amendment Proposal is approved by the requisite vote of stockholders, holders of public shares who do not make the Election
will retain their right to redeem their public shares when the business combination is submitted to the stockholders for approval, subject
to any limitations set forth in our charter as amended by the Extension Amendment. In addition, public stockholders who do not make the
Election would be entitled to have their public shares redeemed for cash if the Company has not completed a business combination by the
Extended Date. The Sponsor and our independent directors collectively own 4,791,667 shares of our common stock that were issued prior
to our IPO, which shares we refer to as “Founder Shares.” The Founder Shares are not subject to redemption pursuant to the
Election.
We
will not proceed with the Extension Amendment or the Trust Amendment if the number of public shares subject to the Election causes us
to have less than $5,000,001 of net tangible assets following approval of the Extension Proposals. To exercise your redemption rights,
you must demand that the Company redeem all or a portion of your public shares for a pro rata portion of the funds held in the
Trust Account, and tender your shares to the Company’s transfer agent at least two business days prior to the Special Meeting (or
[ ], 2022). The redemption rights include the requirement that a stockholder must identify itself in writing
as a beneficial holder and provide its legal name, phone number, and address in order to validly redeem its public shares. You may tender
your shares by either delivering your share certificate to the transfer agent or by delivering your shares electronically using the Depository
Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system. If you hold your shares in street name, you will need to instruct
your bank, broker or other nominee to withdraw the shares from your account in order to exercise your redemption rights.
The
withdrawal of funds from the Trust Account in connection with the Election will reduce the amount held in the Trust Account following
the Election, and the amount remaining in the Trust Account may be only a small fraction of the approximately $[ ]
million that was in the Trust Account as of [ ], 2022. In such event, the Company may need to obtain additional
funds to complete the business combination or another initial business combination, and there can be no assurance that such funds will
be available on terms acceptable to the parties or at all. If the Extension Proposal is approved, neither the Sponsor nor the Company
will be required to deposit additional funds into the trust account in connection with the Extension.
If
the Extension Proposals and the Adjournment Proposal are not approved by February 12, 2023, unless there is an Extension Election,
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 100% of the public shares of common stock 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, less up to $100,000 of such net interest to pay dissolution expenses), by (B) the
total number of then outstanding public shares of common stock, which redemption will completely extinguish rights of public stockholders
(including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably
possible following such redemption, subject to the approval of the remaining stockholders and the Board in accordance with applicable
law, dissolve and liquidate, subject in each case to the Company’s obligations under the Delaware General Corporation Law, which
we refer to as the “DGCL”, to provide for claims of creditors and other requirements of applicable law.
There
will be no distribution from the Trust Account with respect to the Company’s warrants, which will expire worthless in the event
of our winding up. In the event of a liquidation, the Sponsor and our officers and directors will not receive any monies held in the
Trust Account as a result of their ownership of 4,791,667 Founder Shares that were issued prior to our IPO. As a consequence, a liquidating
distribution will be made only with respect to the public shares.
The
affirmative vote of at least 65% of the Company’s outstanding shares of common stock, including the Founder Shares, will be required
to approve each of the Extension Proposals. Notwithstanding stockholder approval of the Extension Proposals, our Board will retain the
right to abandon and not implement the Extension Amendment or the Trust Amendment at any time without any further action by our stockholders.
Approval
of the Adjournment Proposal requires the affirmative vote of the majority of the votes cast by stockholders represented in person or
by proxy at the Special Meeting.
If
the Company liquidates, the Sponsor has agreed to indemnify us to the extent any claims by a third party for services rendered or products
sold to us, or any claims by a prospective target business with which we have discussed entering into an acquisition agreement, reduce
the amount of funds in the Trust Account to below (i) $10.20 per public share or (ii) such lesser amount per public share held in the
Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case
net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all
rights to seek access to our Trust Account and except as to any claims under our indemnity of the underwriters of our IPO against certain
liabilities, including liabilities under the Securities Act of 1933, as amended, which we refer to as the “Securities Act”.
Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible
to the extent of any liability for such third party claims. We cannot assure you, however, that the Sponsor would be able to satisfy
those obligations. Based upon the current amount in the Trust Account, we anticipate that the per-share price at which public shares
will be redeemed from cash held in the Trust Account will be approximately $[ ] before deduction for taxes
payable. Nevertheless, the Company cannot assure you that the per-share distribution from the Trust Account, if the Company liquidates,
will not be less than $[ ], plus interest, due to unforeseen claims of creditors.
Under
the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by
them in a dissolution. If the corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that
it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be
brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day
waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating
distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder,
and any liability of the stockholder would be barred after the third anniversary of the dissolution.
Because
the Company will not be complying with Section 280 of the DGCL, Section 281(b) of the DGCL requires us to adopt a plan, based on facts
known to us at such time that will provide for our payment of all existing and pending claims or claims that may be potentially brought
against us within the 10 years following our dissolution. However, because we are a blank check company, rather than an operating company,
and our operations have been limited to searching for prospective target businesses to acquire, the only likely claims to arise would
be from our vendors (such as lawyers or investment bankers) or prospective target businesses.
If
the Extension Proposals are approved, the Company, pursuant to the terms of the Trust Agreement, will (i) remove from the Trust Account
an amount, which we refer to as the “Withdrawal Amount”, equal to the number of public shares properly redeemed multiplied
by the per-share price (such per-share price being equal to the aggregate amount then on deposit in the Trust Account, including interest
(which interest shall be net of taxes payable), divided by the number of then outstanding public shares) and (ii) deliver to the holders
of such redeemed public shares their portion of the Withdrawal Amount. The remainder of such funds shall remain in the Trust Account
and be available for use by the Company to complete a business combination on or before the Extended Date. Holders of public shares who
do not redeem their public shares now will retain their redemption rights and their ability to vote on a business combination through
the Extended Date if the Extension Proposals are approved.
Our
Board has fixed the close of business on [ ], 2022 as the date for determining the Company stockholders entitled
to receive notice of and vote at the Special Meeting and any adjournment thereof. Only holders of record of the Company’s common
stock on that date are entitled to have their votes counted at the Special Meeting or any adjournment thereof. On the record date for
the Special Meeting, there were [ ] shares of common stock outstanding. The Company’s warrants do not have
voting rights in connection with the Extension Proposals or the Adjournment Proposal.
This
Proxy Statement contains important information about the Special Meeting and the proposals. Please read it carefully and vote your shares.
We
have retained Morrow Sodali LLC, a proxy solicitation firm, for assistance in connection with the solicitation of proxies for the special
meeting. Any customary fees of Morrow Sodali LLC will be paid by us. We estimate that our proxy solicitor fees will be approximately
$30,000 plus reasonable out of pocket expenses. In addition to these mailed proxy materials, our directors and officers may also solicit
proxies in person, by telephone or by other means of communication. These parties will not be paid any additional compensation for soliciting
proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.
This
Proxy Statement is dated [ ], 2022 and is first being mailed to stockholders on or about November [ ],
2022.
QUESTIONS
AND ANSWERS ABOUT THE SPECIAL MEETING
These
Questions and Answers are only summaries of the matters they discuss. They do not contain all of the information that may be important
to you. You should read carefully the entire document, including the annex to this Proxy Statement.
Why
am I receiving this Proxy Statement? |
|
We
are a blank check company formed in Delaware for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock
purchase, reorganization or similar business combination with one or more businesses. In November 2021, we consummated our IPO from
which we derived aggregate gross proceeds of $143.7 million. The amount in the Trust Account was initially $10.20 per public share.
Like most blank check companies, our charter provides for the return of our IPO proceeds held in trust to the holders of shares of
common stock sold in our IPO if there is no qualifying business combination consummated on or before a certain date (in our case,
February 12, 2023, unless there is an Extension Election). Our Board believes that it is in the best interests of the stockholders
to continue our existence until the Extended Date in order to allow us more time to complete the business combination. |
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The
purpose of the Extension Amendment Proposal, the Trust Amendment Proposal (together with the Extension Amendment Proposal, the “Extension
Proposals”) and, if necessary, the Adjournment Proposal, is to allow us additional time to complete a business combination. |
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What
is being voted on? |
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You
are being asked to vote on: |
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● |
a
proposal to amend our charter to extend the date by which we have to consummate a business combination for an initial period from
February 12, 2023 to November 12, 2023 (or such earlier date as determined by the Board), |
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● |
a
proposal to amend the Trust Agreement to authorize the Extension and its implementation by the Company; and |
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● |
a
proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation
and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension
Proposals. |
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Why
is the Company proposing the Extension Proposals and the Adjournment Proposal? |
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The
purpose of the Extension Proposals and, if necessary, the Adjournment Proposal, is to allow
us additional time to complete a business combination. However, even if the Extension Proposals
are approved, there is no assurance that the Company will be able to consummate a business
combination, given the actions that must occur prior to closing of a business combination.
The
Company believes that given its expenditure of time, effort and money on finding a business combination, circumstances warrant providing
public stockholders an opportunity to consider a business combination. Accordingly, the Board is proposing the Extension Proposals
to amend our charter and Trust Agreement in the form set forth in Annex A and Annex B hereto, respectively, to extend
the date by which we must (i) consummate a business combination, (ii) cease our operations if we fail to complete such business combination,
and (iii) redeem or repurchase 100% of our common stock included as part of the units sold in our IPO for an initial period from
February 12, 2023 to November 12, 2023 (or such earlier date as determined by the Board). |
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Are
the proposals conditioned on one another? |
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Each
of the Extension Amendment Proposal and the Trust Amendment Proposal is cross-conditioned
on the approval of the other. The Adjournment Proposal is not conditioned upon the approval
of any other proposal. If, based upon the tabulated vote at the time of the Stockholder Meeting,
there are insufficient votes from the holders of Common Stock to approve the Extension Amendment
Proposal and/or the Trust Amendment Proposal, The Company may move to adjourn the Stockholder
Meeting to such later date or dates to permit further solicitation and vote of proxies. The
Company also reserves the right to move to adjourn the Stockholder Meeting sine die in the
event that the Board determines before the Stockholder Meeting that is not necessary or no
longer desirable to proceed with the Extension Amendment Proposal and/or the Trust Amendment
Proposal. In those events, at the Stockholder Meeting the Company will ask its stockholders
to vote only upon the Adjournment Proposal and not on the Extension Amendment Proposal or
the Trust Amendment Proposal. If the Extension Amendment Proposal and the Trust Amendment
Proposal are approved at the Stockholder Meeting, the Adjournment Proposal will not be presented. |
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You
are not being asked to vote on a business combination at this time. If the Extension is implemented and you do not elect to redeem
all or a portion of your public shares, provided that you are a stockholder on the record date for a meeting to consider the
business combination, you will retain the right to vote on the business combination when it is submitted to stockholders and the
right to redeem all or a portion of your public shares for cash in the event the business combination is approved and completed.
You will also be entitled to receive your share of the funds in the Trust Account if we have not consummated a business combination
by the Extended Date. |
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Why
should I vote “FOR” the Extension Proposals? |
|
Our
Board believes that our stockholders should have an opportunity to consider a business combination.
Accordingly, the Extension is intended to give our stockholders that opportunity, and to
give the Company the opportunity to complete a business combination.
Moreover,
voting FOR the Extension Proposals will not affect your right to seek redemption of your public shares in connection with the vote
to approve the business combination. Our charter provides that if our stockholders approve an amendment to our charter that would
affect the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our business combination
before February 12, 2023, we will provide our public stockholders with the opportunity to redeem all or a portion of their
public shares upon such approval at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust
Account, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares.
We believe that this charter provision was included to protect our stockholders from having to sustain their investments for an unreasonably
long period if we failed to find a suitable business combination in the timeframe contemplated by the charter.
Our
Board recommends that you vote in favor of each of the Extension Amendment Proposal and the Trust Amendment Proposal, which together
comprise the Extension Proposals. |
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If
the Extension Proposals are approved and the Extension is implemented, we will, pursuant
to the Trust Agreement, remove the Withdrawal Amount from the Trust Account, deliver to the
holders of redeemed public shares their portions of the Withdrawal Amount and retain the
remainder of the funds in the Trust Account for our use in connection with consummating a
business combination on or before the Extended Date. The removal of the Withdrawal Amount
from the Trust Account in connection with the redemption of public shares 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 is implemented, and the amount remaining
in the Trust Account may be only a small fraction of the approximately $[ ]
million that was in the Trust Account as of [ ], 2022. In
such event, we may need to obtain additional funds to complete an initial business combination,
and there can be no assurance that such funds will be available on terms acceptable to the
parties or at all. If the Extension Proposal is approved, neither the Sponsor nor the
Company will be required to deposit additional funds into the trust account in connection
with the Extension.
We
will not proceed with the Extension Amendment or the Trust Amendment if redemptions of our public shares cause us to have less than
$5,000,001 of net tangible assets following approval of the Extension Proposals.
If
the Extension Proposals are not approved, there is no Extension Election, and we have not consummated the business combination by
February 12, 2023, 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 100% of the public shares of
common stock 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, less up to $100,000 of such net interest to
pay dissolution expenses), by (B) the total number of then outstanding public shares of common stock, which redemption will completely
extinguish rights of public stockholders (including the right to receive further liquidating distributions, if any), subject to applicable
law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders
and the Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Company’s obligations
under the DGCL to provide for claims of creditors and other requirements of applicable law. |
Would
I still be able to exercise my redemption rights if I vote “AGAINST” the business combination? |
|
Yes.
Unless you elect to redeem all or a portion of your public shares in connection with the Extension, you will be able to vote
on any business combination when it is submitted to stockholders if you are a stockholder on the record date for a meeting to seek
stockholder approval of the business combination. You will retain your right to redeem all or a portion of your public shares
upon consummation of the business combination in connection with the stockholder vote to approve the business combination, subject
to any limitations set forth in our charter. |
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How
do I redeem my shares of common stock in connection with the Extension Proposals? |
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In
order to exercise your redemption rights, you must, prior to [ ]
p.m. Eastern time on [ ], 2022 (two business days before the Special Meeting)
tender your shares electronically or physically and submit a request in writing that we redeem
all or a portion of your public shares for cash to Continental Stock Transfer &
Trust Company, our transfer agent, at the following address:
Continental
Stock Transfer & Trust Company
1
State Street Plaza, 30th Floor
New
York, New York 10004
Attn:
Mark Zimkind
E-mail:
mzimkind@continentalstock.com
The
redemption rights include the requirement that a stockholder must identify itself in writing as a beneficial holder and provide its
legal name, phone number, and address in order to validly redeem its public shares. |
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Will
the Sponsor or the Company be depositing additional funds in the Trust Account if the Extension Proposals are approved? |
|
If
the Extension Proposal is approved, neither the Sponsor nor the Company will be required to deposit additional funds into the trust
account in connection with the Extension. |
|
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When
would the Board abandon the Extension Proposals? |
|
Our
Board will abandon the Extension if our stockholders do not approve the Extension Proposals. In addition, notwithstanding stockholder
approval of the Extension Proposals, our Board will retain the right to abandon and not implement the Extension at any time without
any further action by our stockholders. |
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Why
should I vote “FOR” the Adjournment Proposal? |
|
If
the Adjournment Proposal is not approved by our stockholders, our Board may not be able to adjourn the Special Meeting to a later
date in the event that there are insufficient votes for, or otherwise in connection with, the approval of any of the Extension Proposals. |
When
would the Board abandon the Extension Proposals? |
|
Our
Board will abandon the Extension Amendment and the Trust Amendment if our stockholders do not approve both of the Extension Proposals.
In addition, notwithstanding stockholder approval of the Extension Proposals, our Board will retain the right to abandon and not
implement the Extension Amendment or the Trust Amendment at any time without any further action by our stockholders. |
How
do the Company insiders intend to vote their shares? |
|
All
of our directors, executive officers and their respective affiliates are expected to vote all shares of common stock over which they
have voting control (including any public shares owned by them) in favor of the Extension Proposals. Currently, our Sponsor and our
officers and directors own 4,791,667 Founder Shares, representing approximately 25% of our issued and outstanding shares of common
stock. Our Sponsor and our directors, executive officers and their affiliates do not intend to purchase shares of common stock in
the open market or in privately negotiated transactions in connection with the stockholder vote on the Extension Proposals. |
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What
vote is required to adopt the proposals? |
|
The
approval of the Extension Amendment Proposal and the Trust Amendment Proposal will each require
the affirmative vote of holders of at least 65% of our shares of common stock outstanding
on the record date.
The
approval of the Adjournment Proposal will require the affirmative vote of the majority of the votes cast by stockholders represented
in person or by proxy. |
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What
if I don’t want to vote “FOR” the Extension Proposals? |
|
If
you do not want the Extension Proposals to be approved, you must abstain, not vote, or vote “AGAINST” such proposal.
You will be entitled to redeem all or a portion of your public shares for cash in connection with the Extension Amendment
Proposal whether or not you vote on the Extension Proposals so long as you make a timely election to redeem all or a portion of
your public shares as described under “How do I redeem my shares of common stock in connection with the Extension Proposals?”.
If the Extension Proposals are approved, and the Extension is implemented, then the Withdrawal Amount will be withdrawn from the
Trust Account and paid to the redeeming holders. |
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What
happens if the Extension Proposals are not approved? |
|
Our
Board will abandon the Extension if our stockholders do not approve the Extension Proposals.
If
the Extension Proposals are not approved, there is no Extension Election, and we have not consummated the business combination by
February 12, 2023, 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 100% of the public shares of
common stock 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, less up to $100,000 of such net interest to
pay dissolution expenses), by (B) the total number of then outstanding public shares of common stock, which redemption will completely
extinguish rights of public stockholders (including the right to receive further liquidating distributions, if any), subject to applicable
law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders
and the Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Company’s obligations
under the DGCL to provide for claims of creditors and other requirements of applicable law.
There
will be no distribution from the Trust Account with respect to our warrants, which will expire worthless in the event we wind up.
In the event of a liquidation, our Sponsor, officers and directors will not receive any monies held in the Trust Account as a result
of their ownership of the Founder Shares and warrants. |
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If
the Extension Proposals are approved, what happens next? |
|
We
are seeking the Extension to provide us time to complete the business combination. Our efforts to complete the business combination
will involve: |
|
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●
negotiating and executing a definitive agreement and related agreements;
●
completing proxy materials;
●
establishing a meeting date and record date for considering the business combination, and distributing proxy materials to
stockholders; and
●
holding a special meeting of stockholders to consider the business combination.
We
are seeking approval of the Extension Proposals because we will not be able to complete all of the tasks listed above prior to February
12, 2023. If the Extension Proposals are approved, we expect to seek stockholder approval of a business combination at a later
date.
Upon
approval of each of the Extension Proposals by holders of at least 65% of the common stock outstanding as of the record date, we
will file an amendment to the charter with the Secretary of State of the State of Delaware in the form set forth in Annex A
hereto, and will enter into an amendment to Continental Stock Transfer & Trust Company in for form set forth in Annex B
hereto. We will remain a reporting company under the Exchange Act and our common stock, public warrants will remain publicly traded.
We
cannot predict the amount that will remain in the Trust Account following the redemption if the Extension Proposals are approved,
and the amount remaining in the Trust Account may be only a small fraction of the approximately $[ ]
million that was in the Trust Account as of the Record Date. In such event, we may need to obtain additional funds to complete
an initial business combination, and there can be no assurance that such funds will be available on terms acceptable to the parties
or at all.
If
the Extension Proposals are approved, the removal of the Withdrawal Amount from the Trust Account will reduce the amount remaining
in the Trust Account and increase the percentage interest of our common stock held by our Sponsor, our directors and our officers
as a result of their ownership of the Founder Shares. If the Extension Proposal is approved, neither the Sponsor nor the Company
will be required to deposit additional funds into the trust account in connection with the Extension.
Notwithstanding
stockholder approval of the Extension Proposals, our Board will retain the right to abandon and not implement the Extension at any
time without any further action by our stockholders. |
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What
happens to the Company’s warrants if the Extension Proposals are not approved? |
|
If
the Extension Proposals are not approved and we have not consummated the business combination by February 12, 2023, there
will be no distribution from the Trust Account with respect to our warrants, which will expire worthless in the event of our winding
up. |
What
happens to the Company’s warrants if the Extension Proposals are approved? |
|
If
the Extension Proposals are approved, we will retain the blank check company restrictions previously applicable to us and continue
to attempt to consummate a business combination until the Extended Date. The public warrants will remain outstanding and only become
exercisable 30 days after the completion of a business combination, provided there is an effective registration statement under the
Securities Act covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to them
is available (or we permit holders to exercise warrants on a cashless basis). |
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How
do I attend the meeting? |
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The
Special Meeting will be a completely virtual meeting of stockholders, which will be conducted via live webcast register to attend
at [www.cstproxy.com/omnilitacquistion/2022] and via teleconference using the following dial-in information:
Telephone
access (listen-only):
Within
the U.S. and Canada:
1-800-450-7155
(toll-free)
Outside
of the U.S. and Canada:
1-857-999-9155
(standard rates apply)
Conference
ID: [ ]
Please
be sure to follow instructions found on your proxy card.
You will find more information on the matters for voting in the proxy statement on the following pages. If you are a stockholder of record,
you may vote by mail, by toll-free telephone number or, by using the Internet. If you are a beneficial owner who holds shares in “street
name” through a bank, broker or other nominee and wishes to obtain a legal proxy in order to cast a vote during the meeting,
you will need to contact the record holder (that is, your bank, broker or other nominee) to obtain a legal proxy. |
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How
do I change or revoke my vote? |
|
You
may change your vote by timely submitting a proxy with new voting instructions online or by telephone or by timely delivering a later-dated,
signed proxy card so that it is received prior to the Special Meeting, or by attending the Special Meeting online and voting. You
also may revoke your proxy by sending a notice of revocation to our Secretary, which must be received by our Secretary prior to the
Special Meeting. |
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How
are votes counted? |
|
Votes
will be counted by the inspector of election appointed for the meeting, who will separately count “FOR” and “AGAINST”
votes and abstentions. The Extension Proposals must be approved by the affirmative vote of at least 65% of the shares of our common
stock outstanding as of the record date, including the Founder Shares. Accordingly, a Company stockholder’s failure to vote
by proxy or online at the Special Meeting or an abstention with respect to any of the Extension Proposals will have the same effect
as a vote “AGAINST” such proposal. |
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The
approval of the Adjournment Proposal requires the affirmative vote of the majority of the votes cast by stockholders represented
in person or by proxy. Accordingly, a Company stockholder’s failure to vote by proxy or online at the Special Meeting will
not be counted towards the number of shares of common stock required to establish a quorum, and if a valid quorum is otherwise established,
it will have no effect on the outcome of any vote on the Adjournment Proposal. |
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Abstentions
will be counted in determining whether a valid quorum is established but will have no effect on the outcome of the vote on the Adjournment
Proposal. |
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If
my shares are held in “street name,” will my broker automatically vote them for me? |
|
No.
Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with
respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures
provided to you by your broker, bank, or nominee. We believe both of the proposals presented to the stockholders at the Special Meeting
will be considered non-discretionary and therefore your broker, bank, or nominee cannot vote your shares without your instruction.
You should instruct your broker to vote your shares in accordance with directions you provide. If your shares are held by your broker
as your nominee, which we refer to as being held in “street name”, you may need to obtain a proxy form from the institution
that holds your shares and follow the instructions included on that form regarding how to instruct your broker to vote your shares. |
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What
is a quorum requirement? |
|
A
quorum of stockholders is necessary to hold a valid meeting. Holders of a majority in voting power of our common stock on the record
date issued and outstanding and entitled to vote at the Special Meeting, present in person or represented by proxy, constitute a
quorum. |
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Your
shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank
or other nominee) or if you vote online at the Special Meeting. Abstentions will be counted towards the quorum requirement. In the
absence of a quorum, the chairman of the meeting has power to adjourn the Special Meeting. As of the record date for the Special
Meeting, 9,583,334 shares of our common stock would be required to achieve a quorum. |
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Who
can vote at the Special Meeting? |
|
Only
holders of record of our common stock at the close of business on [ ], 2022, are entitled to have their vote counted
at the Special Meeting and any adjournments or postponements thereof. On this record date, [ ] shares of our common
stock were outstanding and entitled to vote. |
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Stockholder
of Record: Shares Registered in Your Name. If on the record date your shares were registered directly in your name with our transfer
agent, Continental Stock Transfer & Trust Company, then you are a stockholder of record. As a stockholder of record, you may
vote online at the Special Meeting or vote by proxy. Whether or not you plan to attend the Special Meeting online, we urge you to
submit your proxy vote either online, by telephone, or by filling out and returning the enclosed proxy card to ensure your vote is
counted. |
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Beneficial
Owner: Shares Registered in the Name of a Broker or Bank. If on the record date your shares were held, not in your name, but
rather in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares
held in “street name” and these proxy materials are being forwarded to you by that organization. As a beneficial owner,
you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend
the Special Meeting. However, since you are not the stockholder of record, you may not vote your shares online at the Special Meeting
unless you request and obtain a valid proxy from your broker or other agent. |
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Does
the Board recommend voting for the approval of the Extension Proposals and the Adjournment Proposal? |
|
Yes.
After careful consideration of the terms and conditions of these proposals, our Board has determined that the Extension Proposals
and, if presented, the Adjournment Proposal are in the best interests of the Company and its stockholders. The Board recommends that
our stockholders vote “FOR” the Extension Proposals and the Adjournment Proposal. |
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What
interests do the Company’s Sponsor, directors and officers, and the Representatives have in the approval of the proposals? |
|
Our
Sponsor, directors and officers, and the Representatives have interests in the proposals that may be different from, or in addition
to, your interests as a stockholder. These interests include ownership of 4,791,667 Founder Shares (purchased for $25,000), which
unlike public shares have no redemption rights, 6,920,500 warrants (purchased for $6,920,500), which unlike public shares have no
redemption rights. These Founder Shares, warrants, and Representative Shares would expire worthless if a business combination is
not consummated. See the section entitled “PROPOSAL NO 1 – THE EXTENSION AMENDMENT PROPOSAL — Interests of our
Sponsor, Directors and Officers”. |
Do
I have appraisal rights if I object to the Extension Proposals? |
|
Our
stockholders do not have appraisal rights in connection with the Extension Proposals under the DGCL. |
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|
What
do I need to do now? |
|
We
urge you to read carefully and consider the information contained in this Proxy Statement, including the annex, and to consider how
the proposals will affect you as our stockholder. You should then vote as soon as possible in accordance with the instructions provided
in this Proxy Statement and on the enclosed proxy card. |
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How
do I vote? |
|
If
you are a holder of record of our common stock, you may vote online at the Special Meeting or by submitting a proxy for the Special
Meeting. Whether or not you plan to attend the Special Meeting online, we urge you to vote by proxy to ensure your vote is counted.
You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed
postage paid envelope. You may still attend the Special Meeting and vote online if you have already voted by proxy. |
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If
your shares of our common stock are held in “street name” by a broker or other agent, you have the right to direct your
broker or other agent on how to vote the shares in your account. You are also invited to attend the Special Meeting. However, since
you are not the stockholder of record, you may not vote your shares online at the Special Meeting unless you request and obtain a
valid proxy from your broker or other agent. |
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What
should I do if I receive more than one set of voting materials? |
|
You
may receive more than one set of voting materials, including multiple copies of this Proxy Statement and multiple proxy cards or
voting instruction cards, if your shares are registered in more than one name or are registered in different accounts. For example,
if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage
account in which you hold shares. Please complete, sign, date and return each proxy card and voting instruction card that you receive
in order to cast a vote with respect to all of your Company shares. |
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Who
is paying for this proxy solicitation? |
|
We
will pay for the entire cost of soliciting proxies from our working capital. Any customary fees of Morrow Sodali LLC will be paid
by us. We estimate that our proxy solicitor fees will be approximately $30,000 plus reasonable out of pocket expenses. In addition
to these mailed proxy materials, our directors and officers may also solicit proxies in person, by telephone or by other means of
communication. These parties will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage
firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners. While the payment of these expenses
will reduce the cash available to us to consummate an initial business combination if the Extension Proposals are approved, we do
not expect such payments to have a material effect on our ability to consummate an initial business combination. |
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|
Who
can help answer my questions? |
|
If
you have questions about the proposals or if you need additional copies of the Proxy Statement or the enclosed proxy card you should
contact our proxy solicitor, Morrow Sodali LLC, at (800) 662-5200 (toll free), or brokers and banks may call collect at (203)
658-9400. You may contact Morrow Sodali by email at OLIT@investor.morrowsodali.com. |
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You
may also obtain additional information about the Company from documents filed with the SEC
by following the instructions in the section entitled “Where You Can Find More Information”.
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RISK
FACTORS
You
should consider carefully all of the risks described in our Annual Report on Form 10-K filed with the SEC on April 1, 2022, any
subsequent Quarterly Report on Form 10-Q filed with the SEC and in the other reports we file with the SEC before making a decision to
invest in our securities. Furthermore, if any of the following events occur, our business, financial condition and operating results
may be materially adversely affected or we could face liquidation. In that event, the trading price of our securities could decline,
and you could lose all or part of your investment. The risks and uncertainties described in the aforementioned filings and below are
not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material,
may also become important factors that adversely affect our business, financial condition and operating results or result in our liquidation.
If
the Extension Amendment is approved, neither the Sponsor nor the Company will be required to contribute additional funds to the Company's
trust account, and the Company's stockholders may therefore be entitled to less funds if they redeem their shares after the Extension.
Our
charter currently provides that, upon a request from our Sponsor, our Board may extend the period of time to consummate a business combination
by an additional three months up to twice (for a total of up to 21 months or until August 12, 2023), subject to the Sponsor depositing
$0.10 per share into the Company's trust account for each three month extension. If the Extension Proposal is approved, neither the Sponsor
nor the Company will be required to make any additional deposits in connection with the full nine month Extension, and the Company's
shareholders will not be entitled to any such funds should they redeem their shares following the Extension that they otherwise would
be under our current charter.
A
new 1% U.S. federal excise tax could be imposed on us in connection with redemptions by us of our shares.
On
August 16, 2022, President Biden signed into law the Inflation Reduction Act (the “IRA”), which, among other things,
imposes a 1% excise tax on the fair market value of stock repurchased by “covered corporations” beginning in 2023, with certain
exceptions. Such excise tax is imposed on the repurchasing corporation itself, not its stockholders from which the stock is repurchased.
Because we are a Delaware corporation and our securities are trading on The Nasdaq Stock Market, we are a “covered corporation”
for this purpose. The amount of such excise tax is generally 1% of the fair market value of the shares repurchased at the time of the
repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value
of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain
exceptions apply to the excise tax. The U.S. Department of Treasury has been given authority to provide regulations and other guidance
to carry out, and prevent the abuse or avoidance of the excise tax; however, no guidance has been issued to date. It is uncertain whether,
and/or to what extent, the excise tax could apply to any redemptions of our public shares after December 31, 2022, including any
redemptions in connection with an initial business combination or in the event we do not consummate an initial business combination by
the Extended Date.
As
described under “Proposal No. 1 — Extension Amendment Proposal,” if the Original Termination Date
(currently February 12, 2023) is extended, our public stockholders will have the right to require us to redeem their public shares. Because
any redemption that occurs in connection with the approval of the Charter Amendment Proposal would occur before December 31, 2022,
we would not be subject to the excise tax as a result of any redemptions in connection with the approval of the Extension Amendment Proposal.
However, if our stockholders approve the Extension Amendment Proposal, then any redemption or other repurchase that we make that occurs
after December 31, 2022 may be subject to the excise tax. Whether and to what extent we would be subject to the excise tax would
depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with our initial
business combination, (ii) the structure of the business combination, (iii) the nature and amount of any private investment
in public equity (“PIPE”) or other equity issuances in connection with the business combination (or otherwise issued not
in connection with the business combination but issued within the same taxable year of the business combination) and (iv) the content
of regulations and other guidance from the U.S. Department of the Treasury. In addition, because the excise tax would be payable by us,
and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could
cause a reduction in the cash available on hand to complete a business combination and limit our ability to complete a business combination
and could potentially reduce the per-share amount that public stockholders would otherwise be entitled to receive.
If
we are deemed to be an investment company for purposes of the Investment Company Act, we may be forced to abandon our efforts to complete
an initial business combination and instead be required to liquidate the Company. To mitigate the risk of that result, on or prior to
the 24-month anniversary of the effective date of the registration statement relating to the IPO, we will instruct Continental Stock
Transfer & Trust Company to liquidate the securities held in the Trust Account and instead hold all funds in the trust account in
cash. As a result, following such change, we will likely receive minimal, if any, interest, on the funds held in the Trust Account, which
would reduce the dollar amount that our public stockholders would have otherwise received upon any redemption or liquidation of the Company
if the assets in the trust account had remained in U.S. government securities or money market funds.
On
March 30, 2022, the SEC issued the SPAC Rule Proposals, relating, among other things, to circumstances in which special purpose
acquisition companies (“SPACs”) such as us could potentially be subject to the Investment Company Act and the regulations
thereunder. The SPAC Rule Proposals would provide a safe harbor for such companies from the definition of “investment company”
under Section 3(a)(1)(A) of the Investment Company Act, provided that a SPAC satisfies certain criteria. To comply with the duration
limitation of the proposed safe harbor, a SPAC would have a limited time period to announce and complete a business combination
transaction. Specifically, to comply with the safe harbor, the SPAC Rule Proposals would require a company to file a report on Form 8-K
announcing that it has entered into an agreement with a target company for an initial business combination no later than 18 months after
the effective date of the registration statement for its initial public offering (“IPO Registration Statement”). The
company would then be required to complete its initial business combination no later than 24 months after the date of the registration
statement for its initial public offering. We understand that the SEC has recently been taking informal positions regarding the Investment
Company Act consistent with the SPAC Rule Proposals.
There
is currently uncertainty concerning the applicability of the Investment Company Act to a SPAC, including a company like ours,
which does not complete its initial business combination within the proposed time frame set forth in the proposed safe harbor
rule. As indicated above, we completed the IPO in November 2021 and have operated as a blank check company searching for a target business
with which to consummate an initial business combination since such time (or approximately 13 months after the effective date
of the IPO, as of the date of this proxy statement). As a result, it is possible that a claim could be made that we have been
operating as an unregistered investment company if the SPAC Rule Proposals are adopted as proposed. If we were deemed to be an
investment company for purposes of the Investment Company Act, we might be forced to abandon our efforts to complete an initial business
combination and instead be required to liquidate the Company. If we are required to liquidate the Company, our investors would not be
able to realize the benefits of owning shares in a successor operating business, including the potential appreciation in the value
of our shares and warrants or rights following such a transaction, and our warrants or rights would expire worthless.
The
funds in the Trust Account have, since the IPO, been held only in U.S. government securities, within the meaning set forth
in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in money market funds investing
solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act.
As of September 30, 2022, amounts held in trust account included approximately $844,087 of accrued interest. To mitigate
the risk of us being deemed to have been operating as an unregistered investment company under the Investment Company Act, we will, on
or prior to the 24-month anniversary
of the effective date of the IPO Registration Statement, instruct Continental Stock Transfer & Trust Company, the trustee with respect to the Trust
Account, to liquidate the U.S. government securities or money market funds held in the Trust Account and thereafter to hold all
funds in the Trust Account in cash (i.e., in one or more bank accounts) until the earlier of the consummation of a
business combination or our liquidation. Following such liquidation of the assets in the Trust Account, we will
likely receive minimal interest, if any, on the funds held in the Trust Account, which would reduce the dollar amount our public stockholders
would have otherwise received upon any redemption or liquidation of the Company if the assets in the trust account had remained
in U.S. government securities or money market funds. This means that the amount available for redemption will not increase in the future,
and those stockholders who elect not to redeem all or a portion of their public shares in connection with the approval of the Extension
Amendment Proposal will receive no more than the same per share amount, without additional interest, if they redeem all or a portion
of their public shares in connection with a business combination or if the Company is liquidated in the future, in each case as compared
with the per share amount they would have received if they had redeemed all or a portion of their public shares in connection with the
approval of the Extension Amendment Proposal.
In
addition, even prior to the 24-month anniversary of the effective date of the IPO Registration Statement, we may be deemed to
be an investment company. The longer that the funds in the Trust Account are held in short-term U.S. government securities or
in money market funds invested exclusively in such securities, even prior to the 24-month anniversary of the effective date of the
IPO Registration Statement, there is a greater risk that we may be considered an unregistered
investment company, in which case we may be required to liquidate. Accordingly, we may determine, in our discretion, to liquidate the
securities held in the trust account at any time, even prior to the 24-month anniversary of the effective date of the IPO Registration
Statement, and instead hold all funds in the trust account in cash, which would further reduce the dollar amount our public
stockholders would receive upon any redemption or our liquidation.
FORWARD-LOOKING
STATEMENTS
This
Proxy Statement includes “forward-looking statements” within the meaning of the federal securities laws that are not historical
facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All
statements, other than statements of historical fact included in this Proxy Statement including, without limitation, statements regarding
the pending business combination and the Company’s financial position, business strategy and the plans and objectives of management
for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,”
“intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify
such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s
current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ
materially from the events, performance and results discussed in the forward-looking statements. For information identifying important
factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please see the
section entitled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the
SEC on April 1, 2022, our Quarterly Report on Form 10-Q filed with the SEC on October 25, 2022, and in other reports we file with the
SEC. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise
any forward-looking statements whether as a result of new information, future events or otherwise.
THE
SPECIAL MEETING
Overview
Date, Time and Place. The Special Meeting
of the Company’s stockholders will be held at [ ] a.m. Eastern Time on [ ], 2022,
as a virtual meeting. The Special Meeting will be a completely virtual meeting of stockholders, which will be conducted via
live webcast register to attend at [www.cstproxy.com/omnilitacquistion/2022] and via teleconference using the following dial-in
information:
Telephone access (listen-only):
Within the U.S. and Canada:
1-800-450-7155 (toll-free)
Outside of the U.S. and Canada:
1-857-999-9155 (standard rates apply)
Conference ID: [ ]
Please be sure to follow instructions found on
your proxy card. You will find more information on the matters for voting in the proxy statement on the following pages. If you are a
stockholder of record, you may vote by mail, by toll-free telephone number or, by using the Internet. Only stockholders who own shares
of our common stock as of the close of business on the record date will be entitled to attend the Special Meeting.
To
attend the Special Meeting, please follow these instructions as applicable to the nature of your ownership of our common stock.
If
your shares are registered in your name with our transfer agent and you wish to attend the Special Meeting, you may register to do so
as described above.
Beneficial
owners who wish to vote during the Special Meeting must obtain a legal proxy by contacting their account representative at the bank,
broker, or other nominee that holds their shares to obtain a legal proxy. After contacting our transfer agent a beneficial owner will
receive an e-mail prior to the meeting with a link and instructions for entering the virtual meeting. Beneficial owners should contact
our transfer agent at least five business days prior to the meeting date. All holders can register to attend the meeting with their voting
control number.
Voting
Power; Record Date. You will be entitled to vote or direct votes to be cast at the Special Meeting, if you owned the Company’s
common stock at the close of business on [ ], 2022, the record date for the Special Meeting. You will have one vote per proposal
for each share of the Company’s common stock you owned on the record date. The Company’s warrants do not carry voting rights.
At the close of business on the record date for the Special Meeting, there were 14,375,000 shares of common stock outstanding, each of
which entitles its holder to cast one vote per proposal.
Proxies;
Board Solicitation; Proxy Solicitor. Your proxy is being solicited by the Board on the proposals being presented to stockholders
at the Special Meeting. The Company has engaged Morrow Sodali to assist in the solicitation of proxies for the Special Meeting. No recommendation
is being made as to whether you should elect to redeem all or a portion of your public shares. Proxies may be solicited
in person or by telephone. If you grant a proxy, you may still revoke your proxy and vote your shares online at the Special Meeting if
you are a holder of record of the Company’s common stock. You may contact Morrow Sodali LLC at (800) 662-5200 (toll free),
or brokers and banks may call collect at (203) 658-9400.
You may contact Morrow Sodali by email at OLIT@investor.morrowsodali.com.
BACKGROUND
We
are a blank check company incorporated on May 20, 2021 as a Delaware corporation and formed for the purpose of effecting a merger,
capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.
Our principal executive offices are located at 1111 Lincoln Road, Suite 500, Miami Beach, FL 33139.
There
are currently 14,375,000 shares of our common stock issued and outstanding. In addition, there are outstanding warrants to purchase an
aggregate of 6,920,500 shares of common stock at an exercise price of $11.50 per share.
Following
the closing of the IPO on November 12, 2020, an amount of $143,750,000 ($10.20 per unit) from the net proceeds of the sale
of the units in the IPO and the sale of the private placement warrants was placed in a trust account (the “Trust Account”),
which have been invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act
of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company
that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act. Based upon the amount
in the Trust Account as of [ ], 2022, which was approximately $[ ] million, we anticipate that the
per-share price at which public shares will be redeemed from cash held in the Trust Account will be approximately $[ ]
at the time of the Special Meeting.
To
mitigate the risk of us being deemed to have been operating as an unregistered investment company (including under the subjective test
of Section 3(a)(1)(A) of the Investment Company Act of 1940, as amended), we will, on or prior to the 24-month anniversary of the effective
date of the closing of our IPO, instruct CST, the trustee with respect to the Trust Account, to liquidate the U.S. government securities
held in the Trust Account and thereafter to hold all funds in the Trust Account in cash until the earlier of consummation of our initial
business combination or liquidation. As a result, following such liquidation, we will likely receive minimal interest, if any, on the
funds held in the Trust Account, which would reduce the dollar amount our public stockholders would receive upon any redemption or liquidation
of the Company. Our Sponsor, directors and officers have interests in the proposals that may be different from, or in addition to, your
interests as a stockholder. These interests include, among other things, direct or indirect ownership of Class B common stock and warrants
that may become exercisable in the future. See the section entitled “The Special Meeting — Interests of
our Sponsor, Directors and Officers”.
Pursuant
to the terms of our Amended and Restated Certificate of Incorporation, if our initial business combination is not consummated by February
12, 2023, then we will dissolve and liquidate in accordance with the amended and restated certificate of incorporation, and we
will distribute all amounts in the Trust Account, unless the Company extends the period of time to consummate a business combination
as detailed in our final prospectus related to our IPO filed with the SEC on November 10, 2021.
The
Board currently believes that there will not be sufficient time before February 12, 2023, to complete a business combination.
Accordingly, the Board believes that in order to be able to consummate a business combination, we will need to obtain the Extension and
that, without the Extension, we would be precluded from completing a business combination and would be forced to liquidate even if our
stockholders are otherwise in favor of consummating a business combination.
You
are not being asked to vote on any business combination at this time. If the Extension is implemented and you do not elect to redeem
all or a portion of your public shares, provided that you are a stockholder on the record date for a meeting to consider the business
combination, you will be entitled to vote on the business combination when it is submitted to stockholders and will retain the right
to redeem all or a portion of your public shares for cash in the event the business combination is approved and completed or we
have not consummated a business combination by the Extended Date.
PROPOSAL
NO. 1 – THE EXTENSION AMENDMENT PROPOSAL
The
Company is proposing to amend its charter to extend the date by which the Company has to consummate a business combination to the Extended
Date to allow the Company more time to complete our initial business combination.
The
Company believes that given its expenditure of time, effort and money on finding a business combination, circumstances warrant providing
public stockholders an opportunity to consider a business combination. As of the date of this proxy statement, we are not a party to
any agreements in connection with a business combination.
A
copy of the proposed amendment to the charter of the Company is attached to this Proxy Statement as Annex A.
The
Company’s public stockholders will have an opportunity to have their public shares redeemed in accordance with the Company’s
charter either upon enactment of the Extension Amendment or, whether or not the Extension Amendment Proposal is approved, upon consummation
of an initial business combination or in connection with the winding up of the Company. See “Redemption Rights” below.
Reasons
for the Extension Amendment Proposal
The
Company’s charter provides that the Company has until February 12, 2023 to complete the purposes of the Company, including
effecting a business combination under its terms. The purpose of the Extension Amendment is to allow the Company more time to complete
its initial business combination.
The
Company’s charter provides that the affirmative vote of the holders of at least 65% of all outstanding shares of common stock,
including the Founder Shares, is required to amend the charter to extend our corporate existence, except in connection with, and effective
upon, consummation of a business combination. Because we continue to believe that a business combination would be in the best interests
of our stockholders, and because we do not expect to be able to conclude a business combination before February 12, 2023, the
Board has determined to seek stockholder approval to extend the date by which we have to complete a business combination until the Extended
Date. We intend to hold another stockholder meeting prior to the Extended Date in order to seek stockholder approval of the business
combination.
We
believe that the foregoing charter provision was included to protect Company stockholders from having to sustain their investments for
an unreasonably long period if the Company failed to find a suitable business combination in the timeframe contemplated by the charter.
We also believe that, given the Company’s expenditure of time, effort and money on finding a business combination with respect
to the business combination, circumstances warrant providing public stockholders an opportunity to consider a business combination.
If
the Extension Amendment Proposal Is Not Approved
If
the Extension Amendment Proposal is not approved, we will not amend our charter to extend the deadline for effecting a business combination.
If that deadline is not extended, it is highly unlikely that we will consummate a business combination by February 12, 2023. If
we have not consummated the business combination by February 12, 2023, and there is no Extension Election, 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 100% of the public shares of common stock 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, less up to $100,000 of such net interest to pay dissolution expenses), by (B) the total number of then
outstanding public shares of common stock, which redemption will completely extinguish rights of public stockholders (including the right
to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following
such redemption, subject to the approval of the remaining stockholders and the Board in accordance with applicable law, dissolve and
liquidate, subject in each case to the Company’s obligations under the DGCL to provide for claims of creditors and other requirements
of applicable law.
There
will be no distribution from the Trust Account with respect to the Company’s warrants, which will expire worthless in the event
we wind up. In the event of a liquidation, our Sponsor, officers and directors will not receive any monies held in the Trust Account
as a result of their ownership of the Founder Shares and warrants.
If
the Company is unable to consummate a business combination by or before February 12, 2023, there is a significant risk that a redemption
of the public shares will be subject to the 1% excise tax applicable to stock repurchases by U.S. public companies pursuant to the Inflation
Reduction Act of 2022 (“IRA”). The application of the excise tax to any redemptions the Company makes after December 31,
2022, could potentially reduce the per-share amount that public stockholders would otherwise be entitled to receive. and could cause
a reduction in the cash available on hand to complete a business combination and limit our ability to complete a business combination.
If
the Extension Amendment Proposal Is Approved
If
the Extension Amendment Proposal is approved, the Company will file an amendment to the charter with the Secretary of State of the State
of Delaware in the form set forth in Annex A hereto to extend the time it has to complete a business combination until the Extended
Date. The Company will remain a reporting company under the Exchange Act and its common stock and public warrants will remain publicly
traded. The Company will then continue to work to consummate the business combination by the Extended Date.
Notwithstanding
stockholder approval of the Extension Amendment Proposal, our Board will retain the right to abandon and not implement the Extension
at any time without any further action by our stockholders.
If
the Extension Amendment Proposal is approved, and the Extension Amendment is implemented, each public stockholder may seek to redeem
its public shares as described under “Redemption Rights,” below. We cannot predict the amount that will remain in the Trust
Account following any redemptions, and the amount remaining in the Trust Account may be only a small fraction of the approximately $147.3
million that was in the Trust Account as of the record date. If the Extension Proposal is approved, neither the Sponsor nor the Company
will be required to deposit additional funds into the trust account in connection with the Extension. We will not proceed with the
Extension Amendment or the Trust Amendment if redemptions or repurchases of our public shares cause us to have less than $5,000,001 of
net tangible assets following approval of the Extension Amendment Proposal.
You
are not being asked to vote on a business combination at this time. If the Extension Amendment is implemented and you do not elect to
redeem all or a portion of your public shares, provided that you are a stockholder on the record date for a meeting to consider
the business combination, you will retain the right to vote on the business combination when it is submitted to stockholders, and you
will have the right to redeem all or a portion of your public shares for cash in the event the business combination is approved
and completed. You will also be entitled to receive your share of the funds in the Trust Account if we have not consummated a business
combination by the Extended Date.
Required
Vote
The
affirmative vote of holders of at least 65% of the Company’s outstanding shares of common stock, including the Founder Shares,
is required to approve the Extension Amendment Proposal. If you do not vote, you abstain from voting or you fail to instruct your broker
or other nominee as to the voting of shares you beneficially own, your action will have the same effect as a vote “AGAINST”
the Extension Amendment Proposal.
If
you do not want the Extension Amendment Proposal approved, you must abstain, not vote, or vote “AGAINST” the Extension Amendment.
You will be entitled to redeem all or a portion of your public shares for cash in connection with the Extension Amendment whether
or not you vote on the Extension Amendment Proposal, and regardless of how you vote, so long as you exercise your redemption rights as
described below under “Redemption Rights.” The Company anticipates that a public stockholder who tenders shares for redemption
in connection with the vote to approve the Extension Amendment Proposal would receive payment of the redemption price for such shares
soon after the implementation of the Extension.
Our
Sponsor, all of our directors, executive officers and their affiliates, and the Representatives are expected to vote any common stock
owned by them in favor of the Extension Amendment Proposal. On the record date, our Sponsor, directors and officers of the Company and
their affiliates, and the Representatives beneficially owned and were entitled to vote an aggregate of 4,791,667 shares, representing
approximately 25% of the Company’s issued and outstanding shares of common stock. Our Sponsor and our directors, executive officers
and their affiliates do not intend to purchase shares of common stock in the open market or in privately negotiated transactions in connection
with the stockholder vote on the Extension Amendment.
Recommendation
of the Board
After
careful consideration of all relevant factors, our Board has determined that the Extension Amendment is in the best interests of the
Company and its stockholders. Our Board has approved and declared advisable adoption of the Extension Amendment Proposal.
Our
Board unanimously recommends that our stockholders vote “FOR” the approval of the Extension Amendment Proposal.
Interests
of our Sponsor, Directors and Officers and the Representatives
When
you consider the recommendation of our Board, you should keep in mind that our Sponsor, executive officers and members of our Board have
interests that may be different from, or in addition to, your interests as a stockholder. These interests include, among other things:
● |
our
Sponsor, which is controlled by our Chief Executive Officer owns 4,791,667 Founder Shares and 6,201,750 warrants; none of these securities
are subject to redemption, and all will expire worthless if a business combination is not consummated by February 12, 2023,
unless there is an Extension Election or the Extension Amendment is implemented; |
● |
if
the Trust Account is liquidated, including in the event we are unable to complete an initial business combination within the required
time period, the Sponsor has agreed to indemnify us to ensure that the proceeds in the Trust Account are not reduced below $10.20
per public share, or such lesser per public share amount as is in the Trust Account on the liquidation date, by the claims of prospective
target businesses with which we have entered into an acquisition agreement or claims of any third party for services rendered or
products sold to us, but only if such a third party or target business has not executed a waiver of any and all rights to seek access
to the Trust Account; and |
● |
none
of our officers or directors has received any cash compensation for services rendered to the Company, and all of the current members
of our Board are expected to continue to serve as directors at least through the date of the special meeting to vote on a proposed
business combination and may even continue to serve following any potential business combination and receive compensation thereafter. |
Redemption
Rights
If
the Extension Amendment Proposal is approved and the Extension Amendment is implemented, each public stockholder may seek to redeem its
public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest
(which interest shall be net of taxes payable), divided by the number of then outstanding public shares. A public stockholder will have
this redemption right regardless of how it votes, or whether it votes, with respect to the Extension Amendment Proposal. Holders of public
shares who do not elect to redeem their public shares in connection with the Extension will retain the right to redeem their public shares
in connection with any stockholder vote to approve a proposed business combination, or if the Company has not consummated a business
combination by the Extended Date.
TO
EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST SUBMIT A REQUEST IN WRITING THAT WE REDEEM all or
a portion of YOUR PUBLIC SHARES FOR CASH TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY AT THE ADDRESS BELOW, AND, AT THE
SAME TIME, COMPLY, OR ENSURE YOUR BANK OR BROKER COMPLIES, WITH THE REQUIREMENTS IDENTIFIED ELSEWHERE HEREIN, INCLUDING DELIVERING YOUR
SHARES TO THE TRANSFER AGENT PRIOR TO [ ] P.M. EASTERN TIME ON [ ], 2022. THE REDEMPTION RIGHTS INCLUDE
THE REQUIREMENT THAT A STOCKHOLDER MUST IDENTIFY ITSELF IN WRITING AS A BENEFICIAL HOLDER AND PROVIDE ITS LEGAL NAME, PHONE NUMBER, AND
ADDRESS IN ORDER TO VALIDLY REDEEM ITS PUBLIC SHARES.
In
connection with tendering your shares for redemption, prior to [ ] p.m. Eastern time on [ ], 2022
(two business days before the Special Meeting), you must either physically tender your stock certificates to Continental Stock Transfer
& Trust Company, 1 State Street Plaza, 30th Floor, New York, New York 10004, Attn: Mark Zimkind, mzimkind@continentalstock.com, or
deliver your shares to the transfer agent electronically using the Depository Trust Company’s (“DTC”) DWAC system,
which election would likely be determined based on the manner in which you hold your shares. The requirement for physical or electronic
delivery prior to [ ] p.m. Eastern time on [ ], 2022 (two business days before the Special Meeting)
ensures that a redeeming holder’s election is irrevocable once the Extension Proposals are approved. In furtherance of such irrevocable
election, stockholders making the election will not be able to tender their shares after the vote at the Special Meeting.
Through
the DWAC system, this electronic delivery process can be accomplished by the stockholder, whether or not it is a record holder or its
shares are held in “street name,” by contacting the transfer agent or its broker and requesting delivery of its shares through
the DWAC system. Delivering shares physically may take significantly longer. In order to obtain a physical stock certificate, a stockholder’s
broker and/or clearing broker, DTC, and the Company’s transfer agent will need to act together to facilitate this request. There
is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through
the DWAC system. The transfer agent will typically charge the tendering broker $45 and the broker would determine whether or not to pass
this cost on to the redeeming holder. It is the Company’s understanding that stockholders should generally allot at least two weeks
to obtain physical certificates from the transfer agent. The Company does not have any control over this process or over the brokers
or DTC, and it may take longer than two weeks to obtain a physical stock certificate. Such stockholders will have less time to make their
investment decision than those stockholders that deliver their shares through the DWAC system. Stockholders who request physical stock
certificates and wish to redeem may be unable to meet the deadline for tendering their shares before exercising their redemption rights
and thus will be unable to redeem their shares.
Certificates
that have not been tendered in accordance with these procedures prior to [ ] p.m. Eastern time on [ ],
2022 (two business days before the Special Meeting) will not be redeemed for cash held in the Trust Account on the redemption date.
In the event that a public stockholder tenders its shares and decides prior to the vote at the Special Meeting that it does not want
to redeem its shares, the stockholder may withdraw the tender. If you delivered your shares for redemption to our transfer agent and
decide prior to the vote at the Special Meeting not to redeem your public shares, you may request that our transfer agent return the
shares (physically or electronically). You may make such request by contacting our transfer agent at the address listed above. In the
event that a public stockholder tenders shares and the Extension Proposals are not approved or the Extension is otherwise not implemented,
these shares will not be redeemed and will be returned to the stockholder promptly following the determination that the Extension Proposals
will not be approved. The Company anticipates that a public stockholder who tenders shares for redemption in connection with the vote
to approve the Extension Amendment Proposal would receive payment of the redemption price for such shares soon after implementation of
the Extension. The transfer agent will hold the certificates of public stockholders that make the election until such shares are redeemed
for cash or returned to such stockholders.
If
properly demanded, the Company will redeem each public share for a per-share price, payable in cash, equal to the aggregate amount then
on deposit in the Trust Account, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding
public shares. Based upon the amount in the Trust Account as of the record date, the Company anticipates that the per-share price at
which public shares will be redeemed from cash held in the Trust Account will be approximately $[ ] at the time of
the Special Meeting. The closing price of the Company’s common stock on [ ], 2022 was $[ ].
If
you exercise your redemption rights, you will be exchanging your shares of the Company’s common stock for cash and will no longer
own the shares. You will be entitled to receive cash for these shares only if you properly demand redemption and tender your stock certificate(s)
to the Company’s transfer agent prior to [ ] p.m. Eastern time on [ ], 2022 (two business days
before the Special Meeting).
CERTAIN MATERIAL
U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR STOCKHOLDERS EXERCISING REDEMPTION RIGHTS
The
following is a discussion of certain material U.S. federal income tax considerations for stockholders of our public shares that elect
to redeem all or a portion of their public shares for cash pursuant to an exercise of redemption rights described in this proxy statement.
This section applies only to stockholders that hold public shares as capital assets for U.S. federal income tax purposes (generally,
property held for investment). This discussion does not address all aspects of U.S. federal income taxation that may be relevant to a
particular stockholder in light of its particular circumstances or status, including:
| ● | financial
institutions or financial services entities; |
| ● | taxpayers
that are subject to the mark-to-market accounting rules; |
| ● | governments
or agencies or instrumentalities thereof; |
| ● | tax-qualified
retirement plans; |
| ● | regulated
investment companies or real estate investment trusts; |
| ● | expatriates
or former long-term residents or citizens of the United States; |
| ● | persons
that directly, indirectly, or constructively own five percent or more of our voting shares
or five percent or more of the total value of all classes of our shares; |
| ● | persons
that acquired our securities pursuant to an exercise of employee share options, in connection
with employee share incentive plans or otherwise as compensation; |
| ● | persons
that hold our securities as part of a straddle, constructive sale, hedging, conversion, synthetic
security or other integrated or similar transaction; |
| ● | persons
subject to the alternative minimum tax; |
| ● | persons
whose functional currency is not the U.S. dollar; |
| ● | controlled
foreign corporations; |
| ● | corporations
that accumulate earnings to avoid U.S. federal income tax; |
| ● | “qualified
foreign pension funds” (within the meaning of Section 897(l)(2) of the Code (defined
below)) and entities whose interests are held by qualified foreign pension funds; |
| ● | accrual
method taxpayers that file applicable financial statements as described in Section 451(b)
of the Code; |
| ● | foreign
corporations with respect to which there are one or more United States stockholders within
the meaning of Treasury Regulation Section 1.367(b)-3(b)(1)(ii); |
| ● | passive
foreign investment companies or their stockholders |
| ● | the
Sponsor or our directors and officers; or |
| ● | Redeeming
Non-U.S. Holders (as defined below, and except as otherwise discussed below). |
The
discussion below is based upon the provisions of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), the Treasury
regulations promulgated thereunder and administrative and judicial interpretations thereof, all as of the date hereof. Those authorities
may be repealed, revoked, modified or subject to differing interpretations, possibly on a retroactive basis, so as to result in U.S.
federal income tax consequences different from those discussed below. This discussion does not address any aspect of other U.S. federal
tax laws, such as gift, estate or Medicare contribution tax laws, or state, local or non-U.S. tax laws.
We have not sought, and will not seek, a ruling
from the IRS as to any U.S. federal income tax consequence described herein. The IRS may disagree with the discussion herein, and its
determination may be upheld by a court. Moreover, there can be no assurance that future legislation, regulations, administrative rulings
or court decisions will not adversely affect the accuracy of the statements in this discussion.
For purposes of this summary, a “Redeeming U.S. Holder”
is a beneficial owner that elects to redeem all or a portion of their public shares for cash pursuant to an exercise of redemption rights
described in this proxy statement and is, for U.S. federal income tax purposes:
|
● |
an individual who is a United States citizen or resident of the United States for United States federal income tax purposes; |
|
● |
a corporation or other entity treated as a corporation for United States federal income tax purposes created in, or organized under the law of, the United States or any state or political subdivision thereof; |
|
● |
an estate the income of which is includible in gross income for United States federal income tax purposes regardless of its source; or |
|
● |
a trust (A) the administration of which is subject to the primary supervision of a United States court and which has one or more United States persons (within the meaning of the Code) who have the authority to control all substantial decisions of the trust or (B) that has in effect a valid election under applicable Treasury regulations to be treated as a United States person. |
A “Redeeming Non-U.S. Holder”
is a beneficial owner of shares that elects to redeem all or a portion of their public shares for cash pursuant to an exercise of redemption
rights described in this proxy statement and is neither a Redeeming U.S. Holder nor a partnership for U.S. federal income tax purposes.
This
discussion does not consider the tax treatment of partnerships or other pass-through entities or persons that hold our securities through
such entities. If a partnership (including an entity or arrangement treated as a partnership for U.S. federal income tax purposes or
other pass-through entity) holds our securities, the tax treatment of a partner, member or other beneficial owner in such partnership
(or other pass-through entity) will generally depend upon the status of the partner, member or other beneficial owner, the activities
of the partnership (or other pass-through entity) and certain determinations made at the partner, member or other beneficial owner level.
If you are a partner, member or other beneficial owner of a partnership (or other pass-through entity) holding our securities, you are
urged to consult your tax advisor regarding the tax consequences of the ownership and disposition of our securities.
THE
FOLLOWING IS FOR INFORMATIONAL PURPOSES ONLY. EACH STOCKHOLDER SHOULD CONSULT ITS TAX ADVISOR
WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES TO SUCH STOCKHOLDER electing to redeem all or a portion of their public shares for cash
pursuant to an exercise of redemption rights described in this proxy statement, INCLUDING THE EFFECTS OF U.S. FEDERAL, STATE AND
LOCAL AND NON-U.S. TAX LAWS.
Certain Material U.S. Federal Income Tax Considerations to
Redeeming U.S. Holders
Tax
Treatment of the Redemption – In General
The U.S. federal income tax consequences to
a Redeeming U.S. Holder of public shares that exercises its redemption rights to receive cash in exchange for all or a portion of its
public shares will depend on whether the redemption qualifies as (i) a sale of the public shares redeemed under Section 302 of the Code
as described below under “- Redeeming U.S. Holders - Gain or Loss on Sale, Taxable Exchange or Other
Taxable Disposition of Public Shares” or (ii) a distribution under Section 301 of the Code as described below under “- Redeeming
U.S. Holders - Non-Liquidating Distributions.”
A non-liquidating redemption generally will
qualify as a sale of such public shares if the redemption either (i) is “substantially disproportionate” with respect to the
Redeeming U.S. Holder, (ii) results in a “complete redemption” of such Redeeming U.S. Holder’s interest in the Company
or (iii) is “not essentially equivalent to a dividend” with respect to such Redeeming U.S. Holder. These tests are explained
more fully below.
For purposes of such tests, a Redeeming U.S.
Holder takes into account not only public shares directly owned by such Redeeming U.S. Holder, but also shares that are constructively
owned by such Redeeming U.S. Holder. A Redeeming U.S. Holder may constructively own, in addition to public shares owned directly, shares
owned by certain related individuals and entities in which such Redeeming U.S. Holder has an interest or that have an interest in such
Redeeming U.S. Holder, as well as any shares such Redeeming U.S. Holder has a right to acquire by exercise of an option, which would generally
include shares which could be acquired pursuant to the exercise of the warrants.
A non-liquidating redemption generally will
be “substantially disproportionate” with respect to a Redeeming U.S. Holder if the percentage of our outstanding voting shares
that such Redeeming U.S. Holder directly or constructively owns immediately after the redemption is less than 80 percent of the percentage
of our outstanding voting shares that such Redeeming U.S. Holder directly or constructively owned immediately before the redemption, and
such Redeeming U.S. Holder immediately after the redemption directly and constructively owns less than 50 percent of our total combined
voting shares. There will be a complete redemption of such Redeeming U.S. Holder’s interest if either (i) all of the public shares
directly or constructively owned by such Redeeming U.S. Holder are redeemed or (ii) all of the public shares directly owned by such Redeeming
U.S. Holder are redeemed and such Redeeming U.S. Holder is eligible to waive, and effectively waives in accordance with specific rules,
the attribution of the shares owned by certain family members and such Redeeming U.S. Holder does not constructively own any other shares.
A non-liquidating redemption will not be essentially equivalent to a dividend if it results in a “meaningful reduction” of
such Redeeming U.S. Holder’s proportionate interest in the Company. Whether the redemption will result in a “meaningful reduction”
in such Redeeming U.S. Holder’s proportionate interest will depend on the particular facts and circumstances applicable to it. The
IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority shareholder in a
publicly held corporation that exercises no control over corporate affairs may constitute such a “meaningful reduction.”
Whether a non-liquidating redemption satisfies
one or more of the foregoing tests will generally depend upon a Redeeming U.S. Holder’s particular circumstances. This determination
may, in appropriate circumstances, take into account other acquisitions or dispositions of our securities that occur as part of a plan
that includes such redemption.
If none of the foregoing
tests is satisfied, then a non-liquidating redemption will be treated as a non-liquidating distribution to the redeemed stockholder
and the tax effects to such Redeeming U.S. Holder will be as described below under the section entitled “- Taxation of
Non-Liquidating Distributions.”After the application of those rules, any remaining tax basis of the Redeeming U.S. Holder in
the redeemed public shares will be added to such stockholder’s adjusted tax basis in its remaining stock, or, if it has none,
to such stockholder’s adjusted tax basis in its warrants or possibly in other stock constructively owned by it.
Taxation of Non-Liquidating Distributions
If the redemption of a U.S. Holder’s public
shares is treated as a non-liquidating redemption, then such redemption will generally be treated as a distribution with respect to the
shares under Section 301 of the Code, in which case the Redeeming U.S. Holder will be treated as receiving a corporate distribution. Such
distribution generally will constitute a dividend for U.S. federal income tax purposes to the extent paid from current or accumulated
earnings and profits, as determined under U.S. federal income tax principles. Non-liquidating distributions in excess of current and accumulated
earnings and profits will generally constitute a return of capital that will generally be applied against and reduce (but not below zero)
the Redeeming U.S. Holder’s adjusted tax basis in such Redeeming
U.S. Holder’s public shares. Any remaining excess will generally be treated as gain realized on the sale or other disposition of
such Redeeming U.S. Holder’s public shares and will be treated as described under “-U.S. Holders - Gain
or Loss on Sale, Taxable Exchange or Other Taxable Disposition of such Redeeming U.S. Holder’s Public Shares” below
Dividends we pay to a Redeeming U.S. Holder
that is a taxable corporation will generally qualify for the dividends received deduction if the requisite holding period is satisfied.
With certain exceptions (including dividends treated as investment income for purposes of investment interest deduction limitations),
and provided certain holding period requirements are met, dividends we pay to a non-corporate Redeeming U.S. Holder will generally constitute
“qualified dividends” that will be subject to tax at the applicable tax rate accorded to long-term capital gains. It is unclear
whether the redemption rights with respect to the public shares described in this proxy statement may prevent a Redeeming U.S. Holder
from satisfying the applicable holding period requirements with respect to the dividends received deduction or the preferential tax rate
on qualified dividend income, as the case may be.
Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition
of Public Shares
If the redemption qualifies as a sale or exchange
of such U.S. Holder’s public shares under Section 302 of the Code, such U.S. Holder will generally be required to recognize gain
or loss in an amount equal to the difference, if any, between the amount of cash received and the tax basis of the shares redeemed. Such
gain or loss should be treated as capital gain or loss if such shares were held as a capital asset on the date of the redemption. Any
such capital gain or loss generally will be long-term capital gain or loss if the Redeeming U.S. Holder’s holding period for such
shares exceeds one year at the time of the redemption. A Redeeming U.S. Holder’s tax basis in such Redeeming U.S. Holder’s
shares generally will equal the cost of such shares. However, it is unclear whether the redemption rights with respect to the public shares
described in this proxy statement may prevent the holding period of the public shares from commencing prior to the termination of such
rights. The deductibility of capital losses is subject to various limitations. Redeeming U.S. Holders who hold different blocks of public
shares (public shares purchased or acquired on different dates or at different prices) should consult their tax advisor to determine how
the above rules apply to them.
ALL REDEEMING U.S.
HOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS AS TO THE TAX CONSEQUENCES TO THEM OF A REDEMPTION OF ALL OR A PORTION OF THEIR PUBLIC
SHARES PURSUANT TO AN EXERCISE OF REDEMPTION RIGHTS.
Certain Material U.S. Federal Income
Tax Considerations to Redeeming Non-U.S. Holders
Taxation
of Non-Liquidating Distributions
If
the redemption of a Redeeming Non-U.S. Holder’s public shares is treated as a non-liquidating distribution, as
discussed above, such distribution will generally be treated as a dividend for U.S. federal income tax purposes, to the extent paid
out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles). Provided
such dividends are not effectively connected with the Redeeming Non-U.S. Holder’s conduct of a trade or business within
the United States, we (or another applicable withholding agent) will be required to withhold tax from the gross amount of the
dividend at a rate of 30%, unless such Redeeming Non-U.S. Holder is eligible for a reduced rate of withholding tax under an applicable
income tax treaty and provides proper certification of its eligibility for such reduced rate (usually on an IRS Form W-8BEN or W-8BEN-E,
as applicable). Any portion of any non-liquidating distribution not constituting a dividend will be treated first as reducing (but
not below zero) the Redeeming Non-U.S. Holder’s adjusted tax basis in its shares of our public shares and, to the
extent such distribution exceeds the Redeeming Non-U.S. Holder’s adjusted tax basis, as gain realized from the sale or exchange
of our public shares, which will be treated as described under “Redeeming Non-U.S. Holders-Gain on Sale, Taxable
Exchange or Other Taxable Disposition of Public Shares”).
Non-liquidating
distributions paid to a Redeeming Non-U.S. Holder
that are treated as dividends that are effectively connected with such Redeeming Non-U.S. Holder’s conduct of a trade
or business within the United States (and, if a tax treaty applies, are attributable to a U.S. permanent establishment or fixed base
maintained by the Redeeming Non-U.S. Holder) will generally not be subject to 30% U.S. withholding tax, provided such Redeeming
Non-U.S. Holder complies with certain certification and disclosure requirements (usually by providing an IRS Form W-8ECI).
Instead, such dividends will generally be subject to U.S. federal income tax, net of certain deductions, at the same graduated
individual or corporate rates applicable to Redeeming U.S. Holders. If the Redeeming Non-U.S. Holder is a corporation,
dividends that are effectively connected income may also be subject to a “branch profits tax” at a rate of 30% (or such lower
rate as may be specified by an applicable income tax treaty).
Gain
or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Public Shares
A
Redeeming Non-U.S. Holder will generally not be subject to U.S. federal income or withholding tax in respect of gain recognized on a
redemption of public shares that is treated as a sale or exchange (whether such redemption is pursuant to an exercise of redemption
rights or in connection with our liquidation, each as discussed above) unless:
● |
the
gain is effectively connected with the conduct of a trade or business by the Redeeming Non-U.S. Holder within the United States (and,
if an applicable tax treaty so requires, is attributable to a U.S. permanent establishment or fixed base maintained by the Redeeming
Non-U.S. Holder); |
● |
the
Redeeming Non-U.S. Holder is an individual who is present in the United States for 183 days or more in the taxable year of disposition
and certain other conditions are met; or |
● |
we
are or have been a “United States real property holding corporation” for U.S. federal income tax purposes at any time
during the shorter of the five-year period ending on the date of disposition or the period that the Redeeming Non-U.S. Holder held
our public shares. |
Unless
an applicable treaty provides otherwise, gain described in the first bullet point above will be subject to tax at generally applicable
U.S. federal income tax rates. Any gains described in the first bullet point above of a Redeeming Non-U.S. Holder that is a foreign corporation
may also be subject to an additional “branch profits tax” at a 30% rate (or lower applicable treaty rate). Gain described
in the second bullet point above will generally be subject to a flat 30% U.S. federal income tax. Redeeming Non-U.S. Holders are urged
to consult their tax advisors regarding possible eligibility for benefits under income tax treaties.
Generally,
a corporation is a United States real property holding corporation if the fair market value of its “United States real property
interests” equals or exceeds 50% of the sum of the fair market value of its worldwide real property interests plus our other assets
used or held for use in a trade or business, as determined for U.S. federal income tax purposes. Based on the current composition of
our assets, we believe we are not currently a United States real property holding corporation.
Sections
1471 through 1474 of the Code and the Treasury Regulations and administrative guidance promulgated thereunder (commonly referred as the
“Foreign Account Tax Compliance Act” or “FATCA”) generally impose withholding at a rate of 30% in certain circumstances
on dividends in respect of our securities which are held by or through certain foreign financial institutions (including investment funds),
unless any such institution (1) enters into, and complies with, an agreement with the IRS to report, on an annual basis, information
with respect to interests in, and accounts maintained by, the institution that are owned by certain U.S. persons and by certain non-U.S.
entities that are wholly or partially owned by U.S. persons and to withhold on certain payments, or (2) if required under an intergovernmental
agreement between the United States and an applicable foreign country, reports such information to its local tax authority, which will
exchange such information with the U.S. authorities. An intergovernmental agreement between the United States and an applicable foreign
country may modify these requirements. Accordingly, the entity through which our securities are held will affect the determination of
whether such withholding is required. Similarly, dividends in respect of our securities held by a stockholder that is a non-financial
non-U.S. entity that does not qualify under certain exceptions will generally be subject to withholding at a rate of 30%, unless such
entity either (1) certifies to us or the applicable withholding agent that such entity does not have any “substantial United States
owners” or (2) provides certain information regarding the entity’s “substantial United States owners,” which
will in turn be provided to the U.S. Department of Treasury. Redeeming Non-U.S. Holders should consult their tax advisors regarding the
possible implications of FATCA on the redemption.
Information
Reporting and Backup Withholding
In
general, information reporting requirements will apply to payments of dividends and proceeds from the sale of our securities to Redeeming
Non-U.S. Holders that are not exempt recipients. We must report annually to the IRS and to each such holder the amount of dividends or
other distributions we pay to such Redeeming Non-U.S. Holder on our public shares and the amount of tax withheld with respect to those
distributions, regardless of whether withholding is required. The IRS may make copies of the information returns reporting those dividends
and amounts withheld available to the tax authorities in the country in which the Redeeming Non-U.S. Holder resides pursuant to the provisions
of an applicable income tax treaty or exchange of information treaty.
The
gross amount of dividends and proceeds from the redemption of public shares paid to a stockholder that fails to provide the appropriate
certification in accordance with applicable U.S. Treasury regulations generally will be subject to backup withholding at the applicable
rate.
Information
reporting and backup withholding are generally not required with respect to the amount of any proceeds from the redemption by a Redeeming
Non-U.S. Holder of public shares outside the United States through a foreign office of a foreign broker that does not have certain specified
connections to the United States. However, if a Redeeming Non-U.S. Holder redeems public shares through a U.S. broker or the U.S. office
of a foreign broker, the broker will generally be required to report to the IRS the amount of proceeds paid to such holder, unless the
Redeeming Non-U.S. Holder provides appropriate certification (usually on an IRS Form W-8BEN or W-8BEN-E, as applicable) to the broker
of its status as a Redeeming Non-U.S. Holder or such Redeeming Non-U.S. Holder is an exempt recipient. In addition, for information reporting
purposes, certain non-U.S. brokers with certain relationships with the United States will be treated in a manner similar to U.S. brokers.
Backup
withholding is not an additional tax. The amount of any backup withholding from a payment to a Redeeming Non-U.S. Holder will be allowed
as a credit against such stockholder’s U.S. federal income tax liability, if any, and may entitle such stockholder to a refund,
provided that the required information is timely furnished to the IRS.
All
Redeeming Non-U.S. Holders should consult their tax advisors regarding the application of information reporting and backup withholding
to them
Inflation
Reduction Act
On
August 16, 2022, the IRA was signed into law. The IRA contains corporate tax reforms, including a 15% minimum tax on the adjusted financial
statement income within the meaning of the IRA of certain large corporations and a 1% excise tax on certain publicly traded corporations
that buy back stock from their shareholders. As a result of the IRA, we may be subject to an increase in our effective tax rate and the
amount of funds available for distribution in connection with a liquidation may decrease and cause a reduction in the cash available
on hand to complete a business combination and limit our ability to complete a business combination.
As
previously noted above, the foregoing discussion of certain material U.S. federal income tax considerations for stockholders exercising
redemption rights is included for general information purposes only and is not intended to be, and should not be construed as, legal
or tax advice to any stockholder. We once again urge you to consult with your own tax adviser to determine the particular tax consequences
to you (including the application and effect of any U.S. federal, state, local or foreign income or other tax laws) of the receipt of
cash in exchange for shares and any redemption of your public shares.
PROPOSAL
NO. 2 – THE TRUST AMENDMENT PROPOSAL
Overview
On
November 8, 2021, the Company entered into that certain Investment Management Trust Agreement, dated November 8, 2021 (the “Trust
Agreement”), by and between the Company and Continental Stock Transfer & Company (the “Trustee”) in connection
with our IPO and a potential business combination.
The
proposed amendment to the Trust Agreement, in the form set forth in Annex B hereof (the “Trust Amendment”), would amend the
Trust Agreement to authorize the Extension as contemplated by the Extension Amendment Proposal.
Reasons
for the Proposal
The
purpose of the Trust Amendment Proposal is to authorize the Extension under the Trust Agreement, as the Extension is not contemplated
under the Trust Agreement’s current terms.
We
believe that given the Company’s expenditure of time, effort and money on pursuing an initial business combination, circumstances
warrant providing public stockholders an opportunity to consider a business combination. For the Company to implement the Extension,
the Trust Agreement must be amended to authorize the Extension.
Vote
Required for Approval
The
affirmative vote of holders of 65% of the Company’s outstanding shares of common stock, including the Founder Shares, is required
to approve the Trust Amendment Proposal. If you do not vote, you abstain from voting or you fail to instruct your broker or other nominee
as to the voting of shares you beneficially own, your action will have the same effect as a vote “AGAINST” the Trust Amendment
Proposal. If you do not want the Trust Amendment Proposal approved, you must abstain, not vote, or vote “AGAINST” the Trust
Amendment.
Our
Sponsor, all of our directors, executive officers and their affiliates, and the Representatives are expected to vote any common stock
owned by them in favor of the Trust Amendment Proposal. On the record date, our Sponsor, directors and officers of the Company and their
affiliates, and the Representatives beneficially owned and were entitled to vote an aggregate of 4,791,667 shares, representing approximately
25% of the Company’s issued and outstanding shares of common stock. Our Sponsor and our directors, executive officers and their
affiliates do not intend to purchase shares of common stock in the open market or in privately negotiated transactions in connection
with the stockholder vote on the Trust Amendment.
Recommendation
of the Board
Our
Board unanimously recommends that our stockholders vote “FOR” the approval of the Trust Amendment Proposal.
PROPOSAL
NO. 3 – THE ADJOURNMENT PROPOSAL
Overview
The
Adjournment Proposal, if adopted, will allow our Board to adjourn the Special Meeting to a later date or dates to permit further solicitation
of proxies. The Adjournment Proposal will only be presented to our stockholders in the event that there are insufficient votes for, or
otherwise in connection with, the approval of the Extension Proposals. In no event will our Board adjourn the Special Meeting beyond
February 12, 2023.
Consequences
if the Adjournment Proposal is Not Approved
If
the Adjournment Proposal is not approved by our stockholders, our Board may not be able to adjourn the Special Meeting to a later date
in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Proposals.
Vote
Required for Approval
The
approval of the Adjournment Proposal requires the affirmative vote of the majority of the votes cast by stockholders represented in person
or by proxy at the Special Meeting. Accordingly, if a valid quorum is otherwise established, a stockholder’s failure to vote will
have no effect on the outcome of any vote on the Adjournment Proposal. Abstentions will be counted in determining whether a valid quorum
is established but will have no effect on the outcome of any vote on the Adjournment Proposal.
Recommendation
of the Board
Our
Board unanimously recommends that our stockholders vote “FOR” the approval of the Adjournment Proposal.
BENEFICIAL
OWNERSHIP OF SECURITIES
The
following table sets forth as of April 1, 2022 the number of shares of common stock beneficially owned by (i) each person who is known
by us to be the beneficial owner of more than five percent of our issued and outstanding shares of common stock (ii) each of our officers
and directors; and (iii) all of our officers and directors as a group. As of April 1, 2022, we had 19,166,667 shares of common stock
issued and outstanding.
Unless
otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares
of common stock beneficially owned by them. The following table does not reflect record of beneficial ownership of any shares of common
stock issuable upon exercise of the public or private warrants, as these warrants are not exercisable within 60 days of April 1, 2022.
Name
and Address of Beneficial Owner (1) | |
Number
of Shares of
Common Stock
Beneficially Owned | | |
Percent
of Class | |
OmniLit
Sponsor LLC (our sponsor) (2)(3) | |
| 4,791,667 | | |
| 25.00 | % |
Al
Kapoor(2)(3) | |
| 4,791,667 | | |
| 25.00 | % |
Kent
R. Weldon(4) | |
| - | | |
| - | |
Mark
D. Norman(4) | |
| - | | |
| - | |
Brian
F. Hughes(4) | |
| - | | |
| - | |
James
M. Jenkins(4) | |
| - | | |
| - | |
Robert
O. Nelson II(4) | |
| - | | |
| - | |
Skylar
M. Jacobs(4) | |
| - | | |
| - | |
All
officers and directors as a group (7 individuals) | |
| 4,791,667 | | |
| 25.00 | % |
Other
5% Holders | |
| | | |
| | |
Highbridge
Capital Management, LLC(5) | |
| 1,277,606 | | |
| 8.89 | % |
Saba
Capital Management, L.P.(6) | |
| 1,066,604 | | |
| 7.20 | % |
Polar Asset Management Partners Inc. (7) | |
| 830,000 | | |
| 5.77 | % |
(1) |
Unless
otherwise noted, the business address of the entities and individuals is c/o OmniLit Acquisition Corp., 1111 Lincoln Road, Suite
500 Miami Beach, FL 33139. |
(2) |
Interests
shown consist solely of founder shares, which are shares of Class B common stock. Such shares are convertible into shares of Class
A common stock on a one-for-one basis, subject to adjustment, as described in the section entitled “Description of Securities”
in our prospectus filed with the SEC pursuant to Rule 424(b)(4) (File No. 333-260090). |
(3) |
OmniLit
Sponsor LLC, our sponsor, is the record holder of the shares reported herein. Al Kapoor, our Chief Executive Officer and Chairman,
is the Chief Executive Officer of OmniLit Sponsor LLC. Accordingly, Al Kapoor has voting and investment discretion with respect to
the shares held by OmniLit Sponsor LLC, and as such, he may be deemed to have beneficial ownership of the Class B common stock held
directly by OmniLit Sponsor LLC. Al Kapoor disclaims any beneficial ownership of the reported shares other than to the extent of
any pecuniary interest he may have therein, directly or indirectly. |
|
|
(4) |
Does
not include any shares held by our sponsor, of which each of these individuals is a member. Each individual disclaims beneficial
ownership of such securities except to the extent of their ultimate pecuniary interest therein. |
|
|
(5) |
According
to an amended Schedule 13G filed on February 9, 2022 by Highbridge Capital Management, LLC. Highbridge Capital Management,
LLC, as the trading manager of Highbridge Tactical Credit Master Fund, L.P. and Highbridge SPAC Opportunity Fund, L.P. (collectively,
the “Highbridge Funds”), may be deemed to be the beneficial owner of the 1,277,606shares of Class A Common Stock
held by the Highbridge Funds. The business address for each of these reporting persons is 277 Park Avenue, 23rd Floor, New York,
New York 10172. |
|
|
(6) |
According
to a Schedule 13G filed on November 19, 2021 by Saba Capital Management, L.P., a Delaware limited partnership, Saba Capital Management
GP, LLC, a Delaware limited liability company, and Mr. Boaz R. Weinstein. Each of these reporting persons has shared voting and dispositive
power over, and may be deemed to be the beneficial owner of, the 1,066,604 shares of Class A Common Stock reported in such Schedule
13G. The business address for each of these reporting persons is 405 Lexington Avenue, 58th Floor, New York, New York 10174. |
|
|
(7) |
According
to a Schedule 13G filed on February 10, 2022 by Polar Asset Management Partners Inc., an
Ontario, Canada, corporation. Polar Asset Management Partners Inc., as the investment advisor
to Polar Multi-Strategy Master Fund, a Cayman Islands exempted company ("PMSMF"),
may be deemed to be the beneficial owners of 830,000 shares of Class A Common Stock reported
in such Schedule G. The business address for the reporting person is 16 York Street, Suite
2900, Toronto, ON, Canada M5J 0E6. |
STOCKHOLDER
PROPOSALS
If
the Extension Proposals are approved and the Extension Amendment is filed, the Company’s next annual meeting of stockholders will
likely be held on or about June 2023. The date of such meeting and the date by which you may submit a proposal for inclusion in the proxy
statement will be included in a Current Report on Form 8-K or a Quarterly Report on Form 10-Q. You should direct any proposals to the
Company’s Corporate Secretary at 1111 Lincoln Road, Suite 500, Miami Beach, FL 33139 c/o Al Kapoor. If you are a stockholder and
you want to present a matter of business to be considered or nominate a director to be elected at the next annual meeting, under the
Company’s Bylaws you must give timely notice of the matter or the nomination, in writing, to the Company’s Corporate Secretary
not later than the close of business on the 90th day nor earlier than the opening of business on the 120th day before the anniversary
date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting is more
than 30 days before or more than 60 days after such anniversary date, notice by the stockholder to be timely must be so delivered not
earlier than the close of business on the 120th day before the meeting and not later than the later of (i) the close of business on the
90th day before the meeting or (ii) the close of business on the 10th day following the day on which public announcement of the date
of the annual meeting is first made by the Company.
If
the Extension Proposals are not approved, there will be no further annual meetings of the Company.
HOUSEHOLDING
INFORMATION
Unless
we have received contrary instructions, we may send a single copy of this Proxy Statement to any household at which two or more stockholders
reside if we believe the stockholders are members of the same family. This process, known as “householding”, reduces the
volume of duplicate information received at any one household and helps to reduce our expenses. However, if stockholders prefer to receive
multiple sets of our disclosure documents at the same address this year or in future years, the stockholders should follow the instructions
described below. Similarly, if an address is shared with another stockholder and together both of the stockholders would like to receive
only a single set of our disclosure documents, the stockholders should follow these instructions:
● |
If
the shares are registered in the name of the stockholder, the stockholder should contact us at [ ] to inform us of his
or her request; or |
● |
If
a bank, broker or other nominee holds the shares, the stockholder should contact the bank, broker or other nominee directly. |
WHERE
YOU CAN FIND MORE INFORMATION
We
file reports, proxy statements and other information with the SEC as required by the Exchange Act. You can read the Company’s SEC
filings, including this Proxy Statement, over the Internet at the SEC’s website at www.sec.report.
If
you would like additional copies of this Proxy Statement or if you have questions about the proposals to be presented at the Special
Meeting, you should contact the Company’s proxy solicitation agent at the following address, telephone number and email:
Morrow
Sodali LLC
333
Ludlow Street, 5th Floor, South Tower
Stamford,
CT 06902
Telephone:
(800) 662-5200
Brokers
and Banks Call Collect: (203) 658-9400
All
Others Call Toll-Free: (800) 662-5200
Email:
OLIT@investor.morrowsodali.com
You
may also obtain these documents by requesting them from the Company at:
OmniLit
Acquisition Corp.
Attention:
Al Kapoor
1111
Lincoln Road, Suite 500
Miami
Beach, Florida 33139
Telephone:
(786) 750-2820
If
you are a stockholder of the Company and would like to request documents, please do so by [ ], 2022, in order to receive them
before the Special Meeting. If you request any documents from us, we will mail them to you by first class mail, or another equally
prompt means.
ANNEX
A
PROPOSED
AMENDMENT
TO
THE
AMENDED
AND RESTATED
CERTIFICATE
OF INCORPORATION
OF
OMNILIT
ACQUISITION CORP.
Pursuant
to Section 242 of the
Delaware
General Corporation Law
OMNILIT
ACQUISITION CORP. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware,
does hereby certify as follows:
1. |
The
name of the Corporation is OmniLit Acquisition Corp. The Corporation’s Certificate of Incorporation was filed in the office
of the Secretary of State of the State of Delaware on May 20, 2021 (the “Original Certificate”). An Amended and Restated
Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on November 8, 2021
(the “Amended and Restated Certificate of Incorporation”). |
2. |
This
Amendment to the Amended and Restated Certificate of Incorporation amends the Amended and Restated Certificate of Incorporation of
the Corporation. |
3. |
This
Amendment to the Amended and Restated Certificate of Incorporation was duly adopted by the affirmative vote of the holders of 65%
of the stock entitled to vote at a meeting of stockholders in accordance with the provisions of Section 242 of the General Corporation
Law of the State of Delaware (the “DGCL”). |
4. |
The
text of Section 9.1(c) of Article IX is hereby amended and restated to read in full as follows: |
(c)
In the event that the Corporation has not consummated an initial Business Combination within 15 months from the closing of the Offering,
the Board may extend the period of time to consummate an initial Business Combination (an “Extension”)
by an additional 9 months, or such earlier date as determined by the Board, for a total of up to 24 months to consummate an initial
Business Combination, or if it fails to do so, if it fails to do so, cease its operations and redeem or repurchase 100% of the shares
of the Company’s common stock issued in the Company’s initial offering; provided, that for the Extension there has
been compliance with any applicable procedures relating to the Extension in the trust agreement and in the letter agreement, both of
which are described in the Registration Statement.
IN
WITNESS WHEREOF, OmniLit Acquisition Corp. has caused this Amendment to the Amended and Restated Certificate to be duly executed
in its name and on its behalf by an authorized officer as of this ____ day of _________, 2022.
OMNILIT
ACQUISITION CORP. |
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|
|
By: |
|
|
Name: |
Al Kapoor |
|
Title: |
Chief Executive Officer |
|
Annex
B
PROPOSED
AMENDMENT
TO
THE
INVESTMENT
MANAGEMENT TRUST AGREEMENT
This
Amendment No. 1 (this “Amendment”), dated as of [ ], 2022, to the Investment Management Trust Agreement (the “Trust
Agreement”) is made by and between OmniLit Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust
Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust
Agreement.
WHEREAS,
the Company and the Trustee entered into the Trust Agreement on November 8, 2021;
WHEREAS,
Section 1(i) of the Trust Agreement sets forth the terms that govern the liquidation of the Trust Account under the circumstances described
therein;
WHEREAS,
at a special meeting of the Company held on [ ], 2022, the Company’s stockholders
approved (i) a proposal to amend the Company’s Amended and Restated Certificate of Incorporation (the “A&R COI”)
to authorize the Company to extend the date from February 12, 2023 to November 12, 2023, or such earlier date as determined
by the Board, by which the Company must (a) consummate a merger, capital stock exchange, asset, stock purchase, reorganization or
other similar business combination, which we refer to as our initial business combination, or (b) cease its operations except for the
purpose of winding up if it fails to complete such initial business combination, and redeem all of the shares of common stock of the
Company included as part of the units sold in the Company’s initial public offering that was consummated on November 12,
2021, and (ii) a proposal to amend the Trust Agreement to authorize the Extension and its implementation by the Company; and
NOW
THEREFORE, IT IS AGREED:
1.
Section 1(i) of the Trust Agreement is hereby amended and restated in its entirety as follows:
“Commence
liquidation of the Trust Account only after and promptly after: (x) receipt of, and only in accordance with, the terms of a letter from
the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit
A or Exhibit B, as applicable, signed on behalf of the Company by at least two of its Chief Executive Officer, Chief Financial Officer,
President, Executive Vice President, Vice President, Secretary or Chairman of the board of directors of the Company (the “Board”)
or other authorized officer of the Company, and, in the case of a Termination Letter in a form substantially similar to the attached
hereto as Exhibit A, acknowledged and agreed to by the Representative, and complete the liquidation of the Trust Account and distribute
the Property in the Trust Account, including interest not previously released to the Company to pay its taxes (less up to $100,000 of
interest that may be released to the Company to pay dissolution expenses), only as directed in the Termination Letter and the other documents
referred to therein; or (y) the date which is the later of: (1) 15 months after the closing of the Offering, which may be extended to
24 months after the closing of the Offering, or such earlier date as determined by the Board, pursuant to the Company’s
Twice Amended Certificate of Incorporation (“Twice Amended Charter”); and (2) such later date as may be approved
by the Company’s stockholders in accordance with the Twice Amended Charter if a Termination Letter has not been received by the
Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination
Letter attached as Exhibit B and the Property in the Trust Account, including interest not previously released to the Company to pay
its taxes (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses) shall be distributed to the
Public Stockholders of record as of such date;
3.
All other provisions of the Trust Agreement shall remain unaffected by the terms hereof.
4.
This Amendment may be signed in any number of counterparts, each of which shall be an original and all of which shall be deemed to be
one and the same instrument, with the same effect as if the signatures thereto and hereto were upon the same instrument. A facsimile
signature or electronic signature shall be deemed to be an original signature for purposes of this Amendment.
5.
This Amendment is intended to be in full compliance with the requirements for an Amendment to the Trust Agreement as required by Section
6(d) of the Trust Agreement, and every defect in fulfilling such requirements for an effective amendment to the Trust Agreement is hereby
ratified, intentionally waived and relinquished by all parties hereto.
6.
This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect
to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.
IN
WITNESS WHEREOF, the parties have duly executed this Amendment to the Trust Agreement as of the date first written above.
|
CONTINENTAL
STOCK TRANSFER &
TRUST
COMPANY, as Trustee |
|
|
|
|
By: |
|
|
|
[ ] |
|
OMNILIT
ACQUISITION
CORP. |
|
|
|
|
By: |
|
|
|
Al
Kapoor, Chief Executive Officer |
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