Approval of the Adjournment Proposal, if presented, requires an ordinary resolution under the Memorandum and Articles of Association, being the affirmative vote of a simple majority of the votes cast by the holders of Ordinary Shares, voting as a single class, who, being entitled to do so, vote by proxy or in person at the Meeting.
The Sponsor and our officers and directors collectively own approximately 24.3% of the issued and outstanding Ordinary Shares entitled to vote at the Meeting, and plan to vote all of such shares in favor of the Proposals. Assuming that all issued and outstanding Ordinary Shares entitled to vote at the Meeting are voted at the Meeting and that all such shares held by the Sponsor and our officers and directors are voted in favor of the Proposals, we would need 10,061,006 Ordinary Shares, or approximately 57.5%, of the 17,499,550 Public Shares to be voted in favor of the Extension Proposal, and 6,106,506 Ordinary Shares, or approximately 34.9% of the 17,499,550 Public Shares to be voted in favor of the Adjournment Proposal, in order for such Proposals to be approved.
What if I don’t want to vote “FOR” any of the Proposals?
If you do not want the Extension Proposal or the Adjournment Proposal to be approved, you must vote “AGAINST” such Proposal, because only those votes that are actually cast, either “FOR” or “AGAINST,” will be counted for the purposes of determining whether each of the Proposals is approved, and any Ordinary Shares that are not voted at the Meeting will have no effect on the outcome of such votes.
Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast and will have no effect on the outcome of the vote on any of the Proposals.
If the Extension Proposal is approved, the Adjournment Proposal will not be presented for a vote. If the Adjournment Proposal is presented at the Meeting, it will be the only proposal presented and the Extension Proposal will not be submitted to the shareholders for a vote.
Do I have appraisal rights or dissenters’ rights if I object to any of the Proposals?
No. There are no appraisal rights or dissenters’ rights available to our shareholders in connection with the Proposals.
How do the Company’s insiders intend to vote their shares?
The Sponsor, our directors and executive officers and their respective affiliates are expected to vote any Ordinary Shares over which they have voting control (including any Public Shares owned by them) in favor of the Proposals. The Sponsor, our directors and executive officers and the other holders of Founder Shares are not entitled to redeem any Founder Shares or Public Shares held by them in connection with the Extension Proposal. On the Record Date, the Sponsor and our directors and executive officers beneficially owned an aggregate of 5,400,228 Class B Ordinary Shares and 1,070,301 Class A Ordinary Shares, of which 5,400,228 Class B Ordinary Shares and 356,767 Class A Ordinary Shares are entitled to vote at the Meeting, collectively representing approximately 24.3% of our issued and outstanding Ordinary Shares entitled to vote at the Meeting. The Sponsor, our directors and executive officers do not intend to purchase Ordinary Shares in the open market or in privately negotiated transactions in connection with the shareholder vote on the Extension Proposal.
What interests do the Sponsor and our directors and officers have in the approval of the Proposals?
The Sponsor and our directors and officers have interests in the Proposals that may be different from, or in addition to, your interests as a shareholder. These interests include, among others, ownership of (i) the Founder Shares and (ii) the Private Placement Units and Restricted Class A Shares purchased by the Sponsor in the Private Placements, all of which would expire worthless if a Business Combination is not consummated, and (iii) any loans that the Sponsor has made or may make to us, including any working capital loans. See the section in this Proxy Statement entitled “The Meeting — Interests of the Sponsor, Directors and Officers.”
The Extension Proposal
If the Extension Proposal is approved, what happens next?
As contemplated by the Memorandum and Articles of Association, the holders of Public Shares (the “Public Shareholders”) may elect (the “Election”) to redeem their Public Shares, if the Extension Proposal is approved, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest
