PROPOSAL NO. 1: THE EXTENSION PROPOSAL
Background
The Company is a blank check
company, incorporated on January 21, 2021 as a Cayman Islands exempted company for the purpose of effecting an initial business combination.
On November 1, 2020, the Company consummated its IPO of 23,000,000 Units, with each unit consisting of one Public Share and one-half of one Public Warrant to purchase one Public Share, which included the full exercise by the underwriters of their overallotment option in the amount of 3,000,000 Units. Simultaneously with the closing of
the IPO, the Company completed the private sale of 10,050,000 Private Placement Warrants at a purchase price of $1.00 per Private Placement Warrant to the Sponsor, generating gross proceeds of $10,050,000. Following the closing of the IPO, a total
of $23,000,000 ($10.15 per Unit) of the net proceeds from the IPO and the sale of the Private Placement Warrants was placed in the Trust Account, with Continental acting as trustee. In October 2022, in connection with the shareholder vote to approve
the Initial Extension, certain shareholders elected to redeem an aggregate of 20,542,108 Public Shares, and in connection therewith, approximately $210,161,773.71 was paid out of the Trust Account. In April 2023, in connection with the shareholder
vote to approve the Second Extension, certain shareholders elected to redeem an aggregate of 376,977 Public Shares, and in connection therewith, approximately $4,041,203,30 was paid out of the Trust Account.
The Charter provides that the Company has until November 1, 2023 to complete an initial business combination. While the Company and the
other parties to the Merger Agreement are working toward satisfaction of the conditions to completion of the Business Combination, the Board has determined that there may not be sufficient time before November 1, 2023, to hold an extraordinary
general meeting to obtain shareholder approval of and consummate the Business Combination. Instead, the closing of the Business Combination is expected to take place as soon as practicable after such meeting, which is expected to be held sometime
before the Extended Date, subject to the satisfaction or waiver of the closing conditions in the Merger Agreement. Accordingly, the Board believes that in order to be able to complete the Business Combination, it is appropriate to obtain the
Extension.
The Extension
The
Company is proposing to amend the Charter, by special resolution, in the form set forth in Annex A hereof to extend the date by which the Company must (1) consummate an initial business combination or (2) (i) cease
operations except for the purpose of winding up if it fails to complete an initial business combination and (ii) redeem all of the Public Shares, from November 1, 2023 to the Extended date.
Reasons for the Extension Proposal
On
January 16, 2023, the Company entered into the Merger Agreement, pursuant to which Merger Sub will merge with and into Spectaire, with Spectaire surviving the Merger as a direct wholly-owned subsidiary of the Company.
While the Company and the other parties to the Merger Agreement are working toward satisfaction of the conditions to completion of the
Business Combination, the Board has determined that there may not be sufficient time before November 1, 2023 to the complete the SEC review process and hold an extraordinary general meeting to obtain shareholder approval of and consummate the
Business Combination. As of the date of this proxy statement and in connection with the Prior Extensions, approximately 20,919,085, or 90.95%, of the 23,000,000 Public Shares included in the Units sold in the IPO have been tendered for redemption
and redeemed. All demands for redemption made in connection with the Prior Extensions have been completed, and such shares have been redeemed. Subject to the satisfaction or waiver of the closing conditions in the Merger Agreement, the
19