PROPOSAL 1
THE EXTENSION PROPOSAL
The Extension Proposal
The Company is proposing to amend its Existing Charter (such amendment, the “Extension Amendment”) to: (i) extend from August 6, 2022 (the “Original Termination Date’) to November 6, 2022 (the “Extended Date”) the date by which, if the Company has not consummated a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganisation or similar business combination involving one or more businesses or entities, the Company must: (a) cease all operations except for the purpose of winding up; (b) as promptly as reasonably possible, redeem the Public Shares; and (c) as promptly as reasonably possible following such redemption liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law, and (ii) allow the Company, without another shareholder vote, to elect to extend the date to consummate a business combination on a monthly basis for up to three times by an additional one month each time after the Extended Date, upon five days’ advance notice prior to the applicable deadlines, until February 6, 2023 (the “Additional Extension Date”) or a total of up to six months after the Original Termination Date, unless the closing of the Company’s initial business combination shall have occurred. The Extension Proposal is essential to the overall implementation of the Board’s plan to allow the Company more time to complete the Proposed Business Combination. Approval of the Extension Proposal is a condition to the filing of the Extension Amendment. A copy of the Extension Amendment to the Existing Charter of the Company is attached to this proxy statement as Annex A.
All holders of the Company’s Public Shares, whether they vote for or against the Extension Proposal or do not vote at all, will be permitted to redeem all or a portion of their Public Shares into their pro rata portion of the trust account, provided that the Extension Proposal is approved. Holders of Public Shares do not need to be a holder of record on the Record Date in order to exercise redemption rights. If approved, we will not file the Extension Proposal if we do not have at least $5,000,001 of net tangible assets following approval of the Extension Proposal, after taking into account the amount of redemptions, if any.
The per-share pro rata portion of the trust account on the Record Date after taking into account taxes owed but not paid by such date (which is expected to be the same approximate amount two business days prior to the General Meeting) was approximately $[•]. The closing price of the Company’s Ordinary Shares on the Record Date was $[•]. The Company cannot assure Shareholders that they will be able to sell their Ordinary Shares 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 Shareholders wish to sell their shares.
Reasons for the Extension Proposal
The Company’s IPO prospectus and Existing Charter provide that the Company has until August 6, 2022 to complete a business combination. The Company believes the Target is a compelling opportunity for the Company’s initial business combination and is currently in advanced negotiations for an initial business combination involving the Target.
The Company believes that given its expenditure of time, effort, and money searching for potential business combination opportunities, the Public Shareholders of the Company should be given an opportunity to consider and vote on the Proposed Business Combination or an alternative initial business combination. Accordingly, the Company has determined to seek shareholder approval to extend the time for closing a business combination beyond August 6, 2022. Pursuant to the terms of the Existing Charter, the Company may not amend the Existing Charter to allow for a longer period of time to complete an initial business combination unless it provided holders of Public Shares with the right to seek redemption of their Public Shares in connection therewith.
If the Extension Proposal Is Not Approved
If the Extension Proposal is not approved at the General Meeting, we expect to take all necessary actions and hold additional general meetings until August 6, 2022 to obtain the approval of the Extension Proposal. If the Extension Proposal is not approved on August 6, 2022 and we are unable to consummate the Proposed Business Combination prior to or on August 6, 2022, it will trigger our automatic winding up, liquidation and dissolution pursuant to the terms of our Existing Charter. As a result, this has the same effect as if we had formally gone through
