NOTICE OF THE SPECIAL MEETING
TO BE HELD [•], 2022
Dear Stockholders of Arbor Rapha Capital Bioholdings Corp. I:
NOTICE IS HEREBY GIVEN that the special meeting of Arbor Rapha Capital Bioholdings Corp. I, a Delaware corporation, (which we refer to as the “Company”, “we”, “us” or “our”), will be held on [•], [•], 2022, at [•] a.m., Eastern time, at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, located at One Manhattan West, New York, NY 10001 (the “Special Meeting”), or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned. You will be permitted to attend the Special Meeting in person at the offices of Skadden, Arps, Slate, Meagher & Flom LLP only if you (i) are fully vaccinated against COVID-19 and show proof of such vaccination, (ii) complete a visitor health form upon arrival and (iii) reserve your attendance at least two business days in advance of the Special Meeting by contacting Skadden, Arps, Slate, Meagher & Flom LLP, at One Manhattan West, New York, NY 10001, telephone (212) 735-3000.
The Special Meeting will be held to consider and vote upon the following proposals:
1.
Proposal No. 1 — The Extension Proposal — a proposal to amend the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) pursuant to an amendment to the Certificate of Incorporation in the form set forth in Annex A of the accompanying proxy statement to extend the date by which the Company must either (i) consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Company and one or more businesses, which we refer to as our initial Business Combination or (ii) cease its operations, except for the purpose of winding up if it fails to complete such initial Business Combination, and redeem all of the Company’s shares of Class A Common Stock, par value $0.0001 per share, of the Company (“Class A Common Stock”), and all of its shares of Class B Common Stock, par value $0.0001 per share, of the Company (“Class B Common Stock”, collectively with the Class A Common Stock, the “Common Stock”), included as part of the units sold in the Company’s initial public offering that was consummated on November 2, 2021, (the “IPO”), from February 2, 2023 to [•], 2023 (the “Extension”, such date, the “Extended Date”, and such proposal, the “Extension Proposal”); and
2.
Proposal No. 2 — The Adjournment Proposal — a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Proposal (the “Adjournment Proposal”), which will be presented at the Special Meeting if, based on the tabulated votes, there are not sufficient votes at the time of the Special Meeting to approve the Extension Proposal, in which case the Adjournment Proposal will be the only proposal presented at the Special Meeting.
The above matters are more fully described in the accompanying proxy statement. We urge you to read carefully the accompanying proxy statement in its entirety.
Approval of the Extension Proposal requires the affirmative vote of holders of at least sixty-five percent (65%) of all then outstanding shares of the Company’s Common Stock entitled to vote thereon as of the record date.
Approval of the Adjournment Proposal requires the affirmative vote of holders of a majority of the outstanding shares represented in person or by proxy and entitled to vote thereon at the Special Meeting.
In connection with the Extension, public stockholders of shares of Common Stock may elect to redeem their shares of Class A Common Stock for a per-share price, payable in cash, equal to the aggregate amount as of two business days prior to the consummation of the initial Business Combination in the trust account established in connection with the IPO (“the Trust Account”), including interest (net of taxes