Class A common stock issued in our IPO, which shares we refer to as the public shares, causes us to have less than $5,000,001 of net tangible assets following approval of the
Extension Amendment Proposal.
If the Extension Amendment Proposal is not approved, our Sponsor determines not to fund any additional extension as
permitted by our charter and we do not consummate the Business Combination by September 8, 2022, in accordance with our charter, 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 shares of Class A common stock in consideration of 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 (net of taxes payable, less up to $100,000 of such net interest to pay dissolution expenses), by (B) the
total number of then outstanding shares of Class A common stock, which redemption will completely extinguish rights of public stockholders (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 stockholders and the Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Companys
obligations under the Delaware General Corporation Law, which we refer to as the DGCL, to provide for claims of creditors and other requirements of applicable law.
There will be no distribution from the Trust Account with respect to the Companys warrants, which will expire worthless in the event of our winding up.
In the event of a liquidation, our Sponsor will not receive any monies held in the Trust Account as a result of its ownership of 5,490,000 Founder Shares that were issued to the Sponsor prior to our IPO and 1,133,484 Private Placement Units that
were purchased by the Sponsor in a private placement which occurred simultaneously with the completion of the IPO. As a consequence, a liquidating distribution will be made only with respect to the public shares. In addition, our Chief Financial
Officer owns 10,000 Founder Shares, each of our independent directors (including one former director) owns 7,500 Founder Shares, and eleven anchor investors own the remaining 1,650,000 Founder Shares. Our Chief Executive Officer and Chairman has
beneficial interests in the Sponsor.
We reserve the right at any time to cancel the Special Meeting and not to submit to our stockholders the Extension
Amendment Proposal and implement the Extension Amendment. Pursuant to our charter, the Sponsor may, but is not obligated to, request to extend the period of time to consummate a business combination up to two times, each by an additional three
months, for an aggregate of 6 additional months, provided that the Sponsor (or its affiliates or permitted designees) will deposit into the Trust Account $2,875,000 (the Extension Payment) for each such extension in exchange for a non-interest bearing, unsecured promissory note payable upon consummation of a business combination. In the event the Special Meeting is cancelled and the Sponsor or its affiliates or designees do not
elect to make the Extension Payment, we will dissolve and liquidate in accordance with the charter.
If the Company liquidates, the Sponsor has agreed to
indemnify us to the extent any claims by a third party for services rendered or products sold to us, or any claims by a prospective target business with which we have discussed entering into an acquisition agreement, reduce the amount of funds in
the Trust Account to below (i) $10.20 per public share or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case
net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to our Trust Account and except as to any claims under our indemnity of the underwriters of
our IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the Securities Act). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor
will not be responsible to the extent of any liability for such third party claims. We cannot assure you, however, that the Sponsor would be able to satisfy those obligations. Based upon the current amount in the Trust Account, we anticipate that
the per-share price at which public shares will be redeemed from cash held in the Trust Account will be approximately $10.20. Nevertheless, the Company cannot assure you that the per share distribution from
the Trust Account, if the Company liquidates, will not be less than $10.20, plus interest, due to unforeseen claims of creditors.
Under the DGCL,
stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. If the corporation complies with certain procedures set forth in