initial public offering (IPO) prospectus and the Existing Charter provide that the Company has until the Termination Date to complete a Business Combination. Pursuant to the
IPO prospectus, if we are unable to complete our Business Combination by the Termination Date, we may elect to extend the time to consummate our Business Combination, by an additional seven (7) months, for a total of 18 months, by
depositing $0.0333 per unit for each month extended, totaling $333,166.50 per month, into the Trust Account.
While we are using our best
efforts to complete a Business Combination as soon as practicable, our board of directors (the Board) believes that there will not be sufficient time before the Termination Date to consummate a Business Combination and hold a
general meeting at which to conduct a vote for stockholder approval of the Business Combination. Accordingly, the Board believes that in order to be able to consummate a Business Combination, we will need to obtain one or more Extensions. Without
such Extension(s), the Board believes that there is significant risk that we might not, despite our best efforts, be able to enter into and complete a Business Combination on or before the Termination Date. If that were to occur, we would be
precluded from completing the Business Combination and would be forced to liquidate even if our stockholders are otherwise in favor of consummating the Business Combination.
The purpose of the Charter Amendment and the Trust Amendment, and respectively the Charter Amendment Proposal and Trust Amendment Proposal, is
to allow the Company more time to enter into and complete a Business Combination. In addition, we will not proceed with the Extension if the number of redemptions or repurchases of our shares of Class A common stock, par value $0.00001 per
share, issued in our IPO, which shares we refer to as the Public Shares or Class A Common Stock, causes us to have less than $5,000,001 of net tangible assets following approval of the Charter
Amendment Proposal.
If the Extension is approved and implemented, subject to satisfaction of the conditions to closing in the Business
Combination (including, without limitation, receipt of stockholder approval of the Business Combination), we intend to complete a Business Combination as soon as possible and in any event on or before the last Extended Date, February 8, 2023.
In connection with the Charter Amendment Proposal, public stockholders may elect to redeem their Public Shares 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
shares of Class A Common Stock issued in our IPO, and which election we refer to as the Election, regardless of whether such public stockholders vote on the Charter Amendment Proposal.
If the Charter Amendment Proposal and Trust Amendment Proposal are approved by the requisite vote of stockholders, the remaining holders of
Public Shares will retain their right to redeem their Public Shares when the Business Combination is submitted to the stockholders, subject to any limitations set forth in our Amended Charter, and Trust Agreement, as amended by the Trust 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 last Extended Date, February 8, 2024.
Mobiv Pte. Ltd., a Singapore private company (the Sponsor) owns 2,471,250 shares of Class B common stock, par value
$0.0001 per share (the Founder Shares or Class B Common Stock), that were issued to the Sponsor prior to our IPO. The Sponsor also owns 543,000 units that were purchased at the consummation of
the IPO (the Private Units), each Private Unit consisting of one share of Class A common stock and one warrant exercisable for one share of Class A common stock. 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 or Private Units.
To
exercise your redemption rights, you must demand that the Company redeem your Public Shares for a pro rata portion of the funds held in the Trust Account, and tender your shares to the Companys transfer agent at least two
business days prior to the Special Meeting (or [] 2023). 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
Companys 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.