were entitled to vote an aggregate of 5,692,500 Founder Shares, representing approximately 19.8% of the Company’s issued and outstanding shares of common stock. The Sponsor and our directors, executive officers and their affiliates do not intend to purchase shares of Class A common stock in the open market or in privately negotiated transactions in connection with the stockholder vote on the Extension Amendment.
Interests of the Sponsor, Directors and Officers
When you consider the recommendation of our Board, you should keep in mind that the Sponsor, executive officers and members of our Board have interests that may be different from, or in addition to, your interests as a stockholder. These interests include, among other things:
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the fact that the Sponsor holds 4,862,500 Founder Shares and 6,600,000 Private Placement Warrants, all such securities beneficially owned by our Chairman and Chief Executive Officer, our president and director owns 300,000 Founder Shares, the lead director of our board of directors owns 287,500 Founder Shares, and our chairman owns 240,000 Founder Shares, which would expire worthless if a business combination is not consummated;
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the fact that the Sponsor holds a promissory note in the principal amount of up to $1,900,000, of which approximately $1,500,000 was outstanding as of October 1, 2022;
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the fact that the Company entered into a Forward Purchase Agreement with the Sponsor, which provides for the purchase of up to $50,000,000 of units, with each unit consisting of one forward purchase share and one-half of one forward purchase warrant to purchase one share of Class A common stock, at $11.50 per share, subject to adjustment, for a purchase price of $10.00 per unit, in a private placement to occur in connection with the closing of a Business Combination;
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the fact that, unless the Company consummates a Business Combination, the Sponsor will not receive reimbursement for any out-of-pocket expenses incurred by it on behalf of the Company ($135,000 of such expenses were incurred that had not been reimbursed as of June 30, 2022) to the extent that such expenses exceed the amount of available proceeds not deposited in the Trust Account;
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the fact that, if the Trust Account is liquidated, including in the event we are unable to complete an initial business combination within the required time period, the Sponsor has agreed to indemnify us to ensure that the proceeds in the Trust Account are not reduced below $10.00 per public share, or such lesser per public share amount as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which we have entered into an acquisition agreement or claims of any third party for services rendered or products sold to us, but only if such a third party or target business has not executed a waiver of any and all rights to seek access to the Trust Account; and
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the fact that none of our officers or directors has received any cash compensation for services rendered to the Company, and all of the current members of our Board are expected to continue to serve as directors at least through the date of the special meeting to vote on a proposed business combination and may even continue to serve following any potential business combination and receive compensation thereafter.
The Board’s Reasons for the Extension Amendment Proposal and Its Recommendation
As discussed below, after careful consideration of all relevant factors, our Board has determined that the Extension Amendment is in the best interests of the Company and its stockholders. Our Board has approved and declared advisable adoption of the Extension Amendment Proposal and recommends that you vote “FOR” such proposal.
Our charter provides that the Company has until May 18, 2023 to complete the purposes of the Company including, but not limited to, effecting a business combination under its terms. The purpose of the Extension Amendment is to allow the Company more time to complete a business combination, while also providing stockholders the right to redeem their public shares.
Our charter states that if the Company’s stockholders approve an amendment to the Company’s charter that would affect the substance or timing of the Company’s obligation to redeem 100% of the Company’s public shares if it does not complete a business combination before May 18, 2023, the Company