Submission of Matters to a Vote of Security Holders (11/28/23)
On November 24, 2023, the Company held a special meeting of stockholders (the “Special Meeting”), at which holders of 13,076,044 shares, composed of 5,409,377 Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and 7,666,667 Class B common stock, par value $0.0001 per share (the “Class B Common Stock” together with the Class A Common Stock, the “Common Stock”), were present in person or by proxy, representing approximately 78.28% of the voting power of the 16,704,230 issued and outstanding Common Stock (“Outstanding Shares”) entitled to vote at the Special Meeting as of the close of business on November 2, 2023, which was the record date for the Special Meeting.
In connection with the Special Meeting, stockholders properly elected to redeem an aggregate of 5,351,009 Class A Common Stock at a redemption price of approximately $10.62 per share (the “Redemption”), for an aggregate redemption amount of approximately $56,808,987. Following the Redemption, approximately $29,689,612 will remain in the Company’s trust account (the “Trust Account”), not including any Extension Payments, as described below.
At the Special Meeting, the Company’s stockholders approved the proposal (the “Extension Amendment Proposal”) to amend the Company’s second amended and restated certificate of incorporation (the “Charter”) to give the Company the right to extend the date by which it has to consummate a business combination (the “Extension”), from November 28, 2023 (the “Termination Date”) to May 28, 2024, (the “Extended Date”).
As a result of the approval of the Extension Amendment Proposal, the Company’s sponsor (the “Sponsor”) exercised the Extension and agreed that for each month following the Termination Date, or pro rata portion thereof if less than a month, until the earlier of (i) the date of the special meeting held in connection with the stockholder vote to approve an initial business combination and (ii) May 28, 2024 (or any earlier date of termination, dissolution or winding up of the Company in accordance with its governing documents), the Sponsor will deposit, on or before the 28th day of each such month, $78,303.51 (each such deposit, an “Extension Payment”), which is equal to the lesser of (i) $120,000 and (ii) $0.028 for each Public Share that was not redeemed in connection with the Extension Amendment Proposal, into the Trust Account for the aggregate benefit of holders of the Company’s Public Shares that were not redeemed, in exchange for a non-interest bearing, unsecured promissory note payable upon consummation of the Company’s initial business combination. The Sponsor will not be repaid in the event that the Company is unable to consummate an initial business combination, unless there are funds available outside the Trust Account to do so.
https://www.sec.gov/ix?doc=/Archives/edgar/data/1883984/000110465923121696/tm2331691d1_8k.htm
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