The Charter currently provides that if the Company does not complete an initial business
combination by November 13, 2022, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds
therefor, redeem 100% of the public shares, at a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including
interest earned on the funds held in the Trust Account and not previously released to the Company (less taxes payable and up to $100,000 of interest to pay dissolution expenses), by (B) the total number of then-issued and outstanding public
shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably
possible following such redemption, subject to the approval of the remaining public shareholders and the Board, liquidate and dissolve, subject in each case to the Companys obligations under the Companies Act (as amended) of the Cayman Islands
(the Companies Act) to provide for claims of creditors and other requirements of applicable law.
We believe that the
provisions of the Charter described in the preceding paragraph were included to protect the Companys shareholders from having to sustain their investments for an unreasonably long period if the Company failed to find a suitable initial
business combination in the timeframe contemplated by the Charter. We also believe, however, that given the Companys expenditure of time, effort and money on pursuing an initial business combination and our belief that an initial business
combination offers an attractive investment for our shareholders, the Extension is warranted.
In connection with the Extension, public
shareholders may elect to redeem their shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the
Trust Account and not previously released to the Company (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then-issued and outstanding Class A Ordinary Shares, regardless of how such
public shareholders vote on the Extension Proposal, or if they vote at all. We will not proceed with the Extension if redemptions of public shares cause us to have less than $5,000,001 of net tangible assets following approval of the Extension
Proposal.
Liquidation of the Trust Account is a fundamental obligation of the Company to the public shareholders and the Company is
not proposing and will not propose to change that obligation to the public shareholders. If holders of public shares do not elect to redeem their public shares, such holders shall retain redemption rights in connection with an initial business
combination. Assuming the Extension is approved, the Company will have until the Extended Date to complete an initial business combination, unless the Company obtains any additional extension.
Our Board recommends that you vote in favor of the Extension Proposal, but expresses no opinion as to whether you should redeem your public
shares.
How do the Company insiders intend to vote their shares?
The Sponsor, the Companys directors, officers and initial shareholders (excluding the Anchor Investors) and their permitted transferees
(collectively, the Initial Shareholders) are expected to vote any Class A Ordinary Shares and Class B Ordinary Shares (together, the Ordinary Shares) over which they have voting control in favor of the Extension
Proposal and, if presented, the Adjournment Proposal.
The Initial Shareholders are not entitled to redeem any Ordinary Shares held by
them. On the record date, the Initial Shareholders beneficially owned and were entitled to vote 5,787,328 Ordinary Shares, which represents 21.18% of the Companys issued and outstanding Ordinary Shares.
Subject to applicable securities laws (including with respect to material nonpublic information), the Sponsor, the Companys directors,
officers, advisors or any of their respective affiliates may (i) purchase public shares from institutional and other investors (including those who vote, or indicate an intention to vote, against any of the proposals presented at the
Extraordinary General Meeting, or elect to redeem, or indicate an intention to redeem, public shares), (ii) enter into transactions with such investors and others to provide them with
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