PROXY STATEMENT
A special meeting (the
“special meeting”) of Public Warrantholders of Sentinel Energy Services Inc. (the “Company,” “we,”
“us” or “our”), a Delaware corporation, will be held at 10:00 a.m., local time, on [ ], [ ], 2019
at the offices of Winston & Strawn LLP, 200 Park Avenue, New York, New York 10166, to consider and vote upon the following
proposals:
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1.
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The Warrant Amendment Proposal – to approve
an amendment to the Warrant Agreement, dated as of November 2, 2017 (the “Warrant Agreement”), between the Company
and Continental Stock Transfer & Trust Company, to provide that each of the Company’s 11,500,000 outstanding Public
Warrants (as defined below) will automatically convert into the right to receive $0.02 per whole Public Warrant (the “Warrant
Amendment Proposal”); and
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2.
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The Adjournment Proposal - to approve the adjournment
of the special meeting to a later date or dates, if necessary or appropriate, 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 Warrant Amendment Proposal
(the “Adjournment Proposal”).
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This proxy
statement is dated [ ], 2019 and is first being mailed to warrantholders on or
about that date.
The
Company’s organizational documents and prospectus filed in connection with its initial public offering (the
“IPO”) provided that the Company had 24 months after the closing of the IPO, or until November 7, 2019, to
complete a business combination. During the period since the Company’s IPO, the Company diligently searched for a
business to combine with in a transaction that would generate value for the Company’s stockholders. However, over the
same period, the oil field services sector experienced significant headwinds, which significantly impacted the
Company’s ability to source a compelling initial business combination. As such, the Company was not able to consummate
a business combination prior to the November 7, 2019 deadline under its certificate of incorporation (the
“charter”). As a result, and after careful consideration, the Company determined to liquidate the trust account
and return the funds held therein to its public stockholders in accordance with its charter, which completely extinguished
the public stockholders’ rights in the Company.
The Company
is proposing to amend the Warrant Agreement so that all of the warrants that were issued as part of the units in
the Company’s IPO (the “Public Warrants”) are automatically converted into the right to receive $0.02 per
whole Public Warrant, payable in cash, because its board of directors (the “Board”) believes it is a superior
outcome for Public Warrantholders as opposed to the Company dissolving and the Public Warrants expiring worthless. If the
Warrant Amendment Proposal is approved, only the Public Warrants will be converted into the right to receive cash.
Sentinel Management Holdings, LLC (the “Sponsor”) has agreed to forfeit (i) all of the 5,933,333 warrants it
purchased in a private placement simultaneously with the closing of the IPO (the “Private Placement Warrants”)
and (ii) 90% of the 8,550,000 shares of Class B common stock of the Company (the “founder shares”) held by it to
the Company for no consideration. If the Warrant Amendment Proposal is approved, all Public
Warrants will be subject to the terms of the amendment to the Warrant Agreement whether or not a given holder voted in favor
of the Warrant Amendment Proposal. If the Warrant Amendment Proposal is not approved, the Company may dissolve and the
Public Warrants would expire worthless.
Approval of the Warrant
Amendment Proposal requires the affirmative vote of 50% of the Company’s outstanding Public Warrants and approval of the
Adjournment Proposal requires the affirmative vote of a majority of the votes entitled to be cast by the warrantholders who are
present in person or represented by proxy at the special meeting and entitled to vote on such proposal.
Our Board has fixed
the close of business on November 18, 2019 as the record date for determining the Company’s warrantholders entitled to receive
notice of and vote at the special meeting and any adjournment thereof. Only holders of record of the Company’s Public Warrants
on that date are entitled to have their votes counted at the special meeting or any adjournment thereof.
We will pay for the
entire cost of soliciting proxies. We have engaged Morrow Sodali LLC, which we refer to as “Morrow”, to assist in the
solicitation of proxies for the special meeting. We have agreed to pay Morrow a fee of $5,500. We will also reimburse Morrow for
reasonable out-of-pocket expenses and will indemnify Morrow and its affiliates against certain claims, liabilities, losses, damages
and expenses. In addition to these mailed proxy materials, our directors and officers may also solicit proxies in person, by telephone
or by other means of communication. These parties will not be paid any additional compensation for soliciting proxies. We may also
reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.
This proxy statement contains important information
about the special meeting and the proposals. Please read it carefully and vote your Public Warrants.
TABLE OF CONTENTS
FORWARD-LOOKING STATEMENTS
The statements contained
in this proxy statement that are not purely historical are forward-looking statements. Our forward-looking statements include,
but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies
regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events
or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,”
“continue,” “could,” “estimate,” “expect,” “intends,” “may,”
“might,” “plan,” “possible,” “potential,” “predict,” “project,”
“should,” “would” and similar expressions may identify forward-looking statements, but the absence of these
words does not mean that a statement is not forward-looking. Forward-looking statements in this proxy statement may include, for
example, statements about our ability to liquidate the trust account and dissolve the Company.
The forward-looking
statements contained in this proxy statement are based on our current expectations and beliefs concerning future developments and
their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated.
These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions
that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking
statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk
Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018. Should one or more
of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material
respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities
laws.
QUESTIONS AND ANSWERS ABOUT THE SPECIAL
MEETING
These Questions and
Answers are only summaries of the matters they discuss. They do not contain all of the information that may be important to you.
You should read carefully the entire document, including the annex to this proxy statement.
Why am I receiving this proxy statement?
This proxy statement
and the enclosed proxy card are being sent to you in connection with the solicitation of proxies by our Board for use at the special
meeting, or at any adjournments thereof. This proxy statement summarizes the information that you need to make an informed decision
on the proposals to be considered at the special meeting. The Company is a blank check company formed in 2017 for the purpose of
consummating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination,
involving the Company and one or more businesses. In November 2017, the Company consummated its IPO from which it derived gross
proceeds of $345,000,000. Like most blank check companies, our charter provides for the return of the IPO proceeds held in trust
to the holders of public shares if there is no qualifying business combination(s) consummated on or before a certain date (in our
case, November 7, 2019). The Company was not able to consummate a business combination prior to
the November 7, 2019 deadline. As a result, and after careful consideration, the Company determined to liquidate the trust
account and return the funds held therein to its public stockholders in accordance
with its charter, which completely extinguished the public stockholders’ rights in the Company.
The Company is proposing
to amend the Warrant Agreement because its Board believes it is a superior outcome for Public Warrantholders as opposed to the
Company dissolving and the Public Warrants expiring worthless.
What is being voted on?
You are being asked
to vote on the following proposals:
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1.
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The Warrant Amendment Proposal – to approve
an amendment to the Warrant Agreement, dated as of November 2, 2017 (the “Warrant Agreement”), between the Company
and Continental Stock Transfer & Trust Company, to provide that each of the Company’s 11,500,000 outstanding Public
Warrants (as defined below) will automatically convert into the right to receive $0.02 per whole Public Warrant (the “Warrant
Amendment Proposal”); and
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2.
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The Adjournment Proposal - to approve the adjournment
of the special meeting to a later date or dates, if necessary or appropriate, 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 Warrant Amendment Proposal
(the “Adjournment Proposal”).
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If the
Warrant Amendment Proposal is approved, only the Public Warrants will be converted into the right to receive cash.
Sentinel Management Holdings, LLC (the “Sponsor”) has agreed to forfeit (i) all of the 5,933,333 Private
Placement Warrants and (ii) 90% of the 8,550,000 founder shares held
by it to the Company for no consideration. If the Warrant Amendment Proposal is approved, all Public Warrants will be
subject to the terms of the amendment to the Warrant Agreement whether or not a given holder voted in favor of the Warrant
Amendment Proposal. If the Warrant Amendment Proposal is not approved and the Company dissolves, the Public
Warrants will expire worthless.
Why is the Company proposing the Warrant Amendment Proposal?
The
Company’s organizational documents and prospectus filed in connection with its IPO provided that the Company had 24
months after the closing of the IPO, or until November 7, 2019, to complete a business combination. During the period since
the Company’s IPO, the Company diligently searched for a business to combine with in a transaction that would generate
value for the Company’s stockholders. However, over the same period, the oil field services sector experienced
significant headwinds, which significantly impacted the Company’s ability to source a compelling initial business
combination transaction. As such, the Company was not able to consummate a business combination prior to the November 7, 2019
deadline under its charter. As a result, and after careful consideration, the Company determined to liquidate the trust
account and return the funds held therein to its public stockholders in accordance with its charter, which completely
extinguished the public stockholders’ rights in the Company.
The Company is proposing
to amend the Warrant Agreement because its Board believes it is a superior outcome for Public Warrantholders as opposed to the
Company dissolving and the Public Warrants expiring worthless.
Why should I vote for the Warrant Amendment Proposal?
The Company is proposing
to amend the Warrant Agreement because its Board believes it is a superior outcome for Public Warrantholders as opposed to the
Company dissolving and the Public Warrants expiring worthless. If the Warrant Amendment Proposal is approved, the Company may continue
in existence with its initial stockholders as its sole stockholders. If the Warrant Amendment Proposal is not approved, the Company
may dissolve and your Public Warrants would expire worthless.
What vote is required to approve the Warrant Amendment
Proposal?
Pursuant to the terms
of the Warrant Agreement, approval of the Warrant Amendment Proposal requires the affirmative vote of 50% of the Company’s
outstanding Public Warrants and approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes entitled
to be cast by the warrantholders who are present in person or represented by proxy at the special meeting and entitled to vote
on such proposal.
What vote is required to approve the Adjournment Proposal?
The approval of the
Adjournment Proposal requires a majority of the votes entitled to be cast by the warrantholders who are present in person or represented
by proxy at the special meeting and entitled to vote.
What if I don’t want to vote for the Warrant Amendment
Proposal?
If you do not want the
Warrant Amendment Proposal to be approved, you must abstain, not vote, or vote against the proposal. However, if the Warrant Amendment
Proposal is approved, all Public Warrants will be subject to the terms of the amendment to the Warrant Agreement whether or not
a given holder voted in favor of the Warrant Amendment Proposal.
What happens if the Warrant Amendment Proposal is not
approved?
If the Warrant Amendment
Proposal is not approved, the Company may dissolve and the Public Warrants would expire worthless.
If the Warrant Amendment Proposal is approved, what happens
next?
If
the Warrant Amendment Proposal is approved, only the Public Warrants will be converted into the right to receive cash. The Sponsor
has agreed to forfeit (i) all of the 5,933,333 Private Placement Warrants and (ii) 90% of the 8,550,000 founder shares
held by it to the Company for no consideration.
If the Warrant Amendment Proposal is approved, all Public Warrants will be subject to the terms of the amendment
to the Warrant Agreement whether or not a given holder voted in favor of the Warrant Amendment Proposal.
How do I change my vote?
If you have submitted
a proxy to vote your Public Warrants and wish to change your vote, you may do so by delivering a later-dated, signed proxy card
to the Company’s Secretary prior to the date of the special meeting or by voting in person at the special meeting. Attendance
at the special meeting alone will not change your vote. You also may revoke your proxy by sending a notice of revocation to the
Company at 700 Louisiana Street, Suite 2700, Houston, Texas 77002, Attn: Secretary.
How are votes counted?
Votes will be counted
by the inspector of election appointed for the meeting, who will separately count “FOR” and “AGAINST” votes,
abstentions and broker non-votes for each of the proposals.
If my Public Warrants are held in “street name,”
will my broker automatically vote them for me?
If you do not give instructions
to your broker, your broker can vote your Public Warrants with respect to “discretionary” items, but not with respect
to “non-discretionary” items. We believe that each of the proposals are “non-discretionary” items.
Your broker can vote
your Public Warrants with respect to “non-discretionary items” only if you provide instructions on how to vote. You
should instruct your broker to vote your Public Warrants. Your broker can tell you how to provide these instructions. If you do
not give your broker instructions, your Public Warrants will be treated as broker non-votes with respect to all proposals. Broker
non-votes will be treated as a vote against the Warrant Amendment Proposal and will have no effect on the Adjournment Proposal.
What is a quorum requirement?
A quorum of Public Warrantholders
is necessary to hold a valid meeting. A quorum will be present if at least a majority of the votes that could be cast by the holders
of all outstanding Public Warrants entitled to vote at the meeting are represented in person or by proxy at the meeting.
Your Public Warrants
will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or
other nominee) or if you vote in person at the special meeting. Abstentions (but not broker non-votes) will be counted towards
the quorum requirement. If there is no quorum, a majority of the votes present at the special meeting may adjourn the special meeting
to another date.
Who can vote at the special meeting?
Only holders of record
of the Company’s Public Warrants at the close of business on November 18, 2019 are entitled to have their vote counted at
the special meeting and any adjournments or postponements thereof. On this record date, 11,500,000 Public Warrants were outstanding
and entitled to vote.
Warrantholder of
record: Public Warrants Registered in Your Name. If on the record date your Public Warrants were registered
directly in your name with the Company’s transfer agent, Continental Stock Transfer & Trust Company, then you are a warrantholder
of record. As a warrantholder of record, you may vote in person at the special meeting or vote by proxy. Whether or not you plan
to attend the special meeting in person, we urge you to fill out and return the enclosed proxy card to ensure your vote is counted.
Beneficial Owner:
Public Warrants Registered in the Name of a Broker or Bank. If on the record date your Public Warrants
were held, not in your name, but rather in an account at a brokerage firm, bank, dealer, or other similar organization, then you
are the beneficial owner of Public Warrants held in “street name” and these proxy materials are being forwarded to
you by that organization. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the Public
Warrants in your account. You are also invited to attend the special meeting. However, since you are not the warrantholder of record,
you may not vote your Public Warrants in person at the special meeting unless you request and obtain a valid proxy from your broker
or other agent.
Does the board recommend voting for the approval of the
proposals?
Yes. After careful consideration
of the terms and conditions of these proposals, the Board recommends that the Company’s warrantholders vote “FOR” each of
the proposals.
What if I object to the Warrant Amendment Proposal? Do
I have appraisal rights?
Warrantholders do not
have appraisal rights in connection with the Warrant Amendment Proposal under the DGCL.
How do I vote?
If you are a holder
of record of Public Warrants, you may vote in person at the special meeting or by submitting a proxy for the special meeting. Whether
or not you plan to attend the special meeting in person, we urge you to vote by proxy to ensure your vote is counted. You may submit
your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid
envelope. You may still attend the special meeting and vote in person if you have already voted by proxy.
If your Public Warrants
are held in “street name” by a broker or other agent, you have the right to direct your broker or other agent on how
to vote the shares in your account. You are also invited to attend the special meeting. However, since you are not the warrantholder
of record, you may not vote your Public Warrants in person at the special meeting unless you request and obtain a valid proxy from
your broker or other agent.
What should I do if I receive more than one set of voting
materials?
You may receive more
than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction
cards, if your warrants are registered in more than one name or are registered in different accounts. For example, if you hold
your Public Warrants in more than one brokerage account, you will receive a separate voting instruction card for each brokerage
account in which you hold shares. Please complete, sign, date and return each proxy card and voting instruction card that you receive
in order to cast a vote with respect to all of your Public Warrants.
Who is paying for this proxy solicitation?
The Company will pay
for the entire cost of soliciting proxies. The Company has engaged Morrow Sodali LLC (“Morrow”) to assist in the solicitation
of proxies for the annual meeting. The Company has agreed to pay Morrow a fee of $5,500. The Company will reimburse Morrow for
reasonable out-of-pocket expenses and will indemnify Morrow and its affiliates against certain claims, liabilities, losses, damages
and expenses. In addition to these mailed proxy materials, our directors and officers may also solicit proxies in person, by telephone
or by other means of communication. These parties will not be paid any additional compensation for soliciting proxies. We may
also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.
Who can help answer my questions?
If you have questions
about the proposals or if you need additional copies of the proxy statement or the enclosed proxy card you should contact:
Sentinel Energy Services Inc.
700 Louisiana Street, Suite 2700
Houston, Texas 77002
Attn: Krishna Shivram
Telephone: (281) 407-0686
You may also contact
the Company’s proxy solicitor at:
Morrow Sodali LLC
470 West Avenue
Stamford, CT 06902
Telephone: (800) 662-5200
(banks and brokers can call collect at (203) 658-9400)
Email: STNL.info@investor.morrowsodali.com
You may also obtain
additional information about the Company from documents filed with the SEC by following the instructions in the section entitled
“Where You Can Find More Information.”
THE SPECIAL MEETING
Date, Time, Place and Purpose of the Special Meeting
The special meeting
will be held at 10:00 a.m., local time, on [ ], [ ], 2019 at the offices of Winston & Strawn LLP, 200 Park Avenue,
New York, New York 10166.
Warrantholders are being
asked to vote on the following proposals:
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1.
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The Warrant Amendment Proposal – to approve
an amendment to the Warrant Agreement, dated as of November 2, 2017 (the “Warrant Agreement”), between the Company
and Continental Stock Transfer & Trust Company, to provide that each of the Company’s 11,500,000 outstanding Public
Warrants (as defined below) will automatically convert into the right to receive $0.02 per whole Public Warrant (the “Warrant
Amendment Proposal”); and
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2.
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The Adjournment Proposal - to approve the adjournment
of the special meeting to a later date or dates, if necessary or appropriate, 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 Warrant Amendment Proposal
(the “Adjournment Proposal”).
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Voting Power; Record Date
You will be entitled
to vote or direct votes to be cast at the special meeting if you owned Public Warrants at the close of business on November 18,
2019, the record date for the special meeting. You will have one vote per proposal for each Public Warrant you owned at that time.
At the close of business
on the record date, there were 11,500,000 Public Warrants outstanding.
Votes Required
Pursuant to the terms
of the Warrant Agreement, approval of the Warrant Amendment Proposal requires the affirmative vote of holders of 50% of the Company’s
outstanding Public Warrants on the record date.
If you do not vote (i.e.,
you “abstain” from voting on a proposal), your action will have the same effect as an “AGAINST” vote. Broker
non-votes will have the same effect as “AGAINST” votes.
Voting
You can vote your Public
Warrants at the special meeting by proxy or in person.
You can vote by proxy
by having one or more individuals who will be at the special meeting vote your Public Warrants for you. These individuals are called
“proxies” and using them to cast your ballot at the special meeting is called voting “by proxy.”
If you wish to vote
by proxy, you must (i) complete the enclosed form, called a “proxy card,” and mail it in the envelope provided or (ii)
submit your proxy by telephone or over the Internet (if those options are available to you) in accordance with the instructions
on the enclosed proxy card or voting instruction card.
If you complete the
proxy card and mail it in the envelope provided or submit your proxy by telephone or over the Internet as described above, you
will designate Krishna Shivram and Kent Jamison to act as your proxy at the special meeting. One of them will then vote your Public
Warrants at the special meeting in accordance with the instructions you have given them in the proxy card or voting instructions,
as applicable, with respect to the proposals presented in this proxy statement. Proxies will extend to, and be voted at, any adjournment(s)
of the special meeting.
Alternatively, you can
vote your Public Warrants in person by attending the special meeting. You will be given a ballot at the special meeting.
A special note for
those who plan to attend the special meeting and vote in person: if your Public Warrants are held in the name of a broker, bank
or other nominee, you must bring a statement from your brokerage account or a letter from the person or entity in whose name the
shares are registered indicating that you are the beneficial owner of those warrants as of the record date. In addition, you will
not be able to vote at the special meeting unless you obtain a legal proxy from the record holder of your Public Warrants.
Our Board is asking
for your proxy. Giving our Board your proxy means you authorize it to vote your Public Warrants at the special meeting in the manner
you direct. You may vote for or withhold your vote for the nominee or proposal or you may abstain from voting. All valid proxies
received prior to the special meeting will be voted. All shares represented by a proxy will be voted, and where a warrantholder
specifies by means of the proxy a choice with respect to any matter to be acted upon, the shares will be voted in accordance with
the specification so made. If no choice is indicated on the proxy, the shares will be voted “FOR” the Warrant Amendment
Proposal and as the proxy holders may determine in their discretion with respect to any other matters that may properly come before
the special meeting.
Warrantholders who
have questions or need assistance in completing or submitting their proxy cards should contact our proxy solicitor, Morrow, at
(800) 662-5200 or by sending a letter to 470 West Avenue, Stamford, CT 06902.
Warrantholders who hold
their Public Warrants in “street name,” meaning the name of a broker or other nominee who is the record holder, must
either direct the record holder of their Public Warrants to vote their Public Warrants or obtain a legal proxy from the record
holder to vote their Public Warrants at the special meeting.
Revocability of Proxies
Any proxy may be revoked
by the person giving it at any time before the polls close at the special meeting. A proxy may be revoked by filing with the Secretary
at Sentinel Energy Services Inc., 700 Louisiana Street, Suite 2700, Houston, Texas 77002 either a written notice of revocation
bearing a date later than the date of such proxy or a subsequent proxy relating to the same warrants or by attending the special
meeting and voting in person.
Simply attending the
special meeting will not constitute a revocation of your proxy. If your warrants are held in the name of a broker or other nominee
who is the record holder, you must follow the instructions of your broker or other nominee to revoke a previously given proxy.
Attendance at the Special Meeting
Only holders of Public
Warrants, their proxy holders and guests we may invite may attend the special meeting. If you wish to attend the special meeting
in person but you hold your Public Warrants through someone else, such as a broker, you must bring proof of your ownership and
identification with a photo at the special meeting. For example, you may bring an account statement showing that you beneficially
owned Public Warrants as of the record date as acceptable proof of ownership. In addition, you must bring a legal proxy from the
broker, bank or other nominee holding your Public Warrants, confirming your beneficial ownership of the Public Warrants and giving
you the right to vote your Public Warrants.
Solicitation of Proxies
Your proxy is being
solicited by our Board on the proposals being presented to warrantholders at the special meeting. The Company has agreed to pay
Morrow a fee of $5,500. The Company will reimburse Morrow for reasonable out-of-pocket expenses and will indemnify Morrow and
its affiliates against certain claims, liabilities, losses, damages and expenses. In addition to these mailed proxy materials,
our directors and officers may also solicit proxies in person, by telephone or by other means of communication. These parties will
not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for
the cost of forwarding proxy materials to beneficial owners. You may contact Morrow at:
Morrow Sodali LLC
470 West Avenue
Stamford, CT 06902
Telephone: (800) 662-5200
(banks and brokers can call collect at (203) 658-9400)
Email: STNL.info@investor.morrowsodali.com
The cost of preparing,
assembling, printing and mailing this proxy statement and the accompanying form of proxy, and the cost of soliciting proxies relating
to the special meeting, will be borne by the Company.
Some banks and brokers
have customers who beneficially own Public Warrants listed of record in the names of nominees. We intend to request banks and brokers
to solicit such customers and will reimburse them for their reasonable out-of-pocket expenses for such solicitations. If any additional
solicitation of the holders of our outstanding Public Warrants is deemed necessary, we (through our directors and officers) anticipate
making such solicitation directly.
No Right of Appraisal
The Company’s
warrantholders do not have appraisal rights under the DGCL in connection with the proposals to be voted on at the special meeting.
Accordingly, our warrantholders have no right to dissent and obtain payment for their Public Warrants.
Other Business
We are not currently
aware of any business to be acted upon at the special meeting other than the matters discussed in this proxy statement. The form
of proxy accompanying this proxy statement confers discretionary authority upon the named proxy holders with respect to amendments
or variations to the matters identified in the accompanying Notice of Special Meeting and with respect to any other matters which
may properly come before the special meeting. If other matters do properly come before the special meeting, or at any adjournment(s)
of the special meeting, we expect that the Public Warrants represented by properly submitted proxies will be voted by the proxy
holders in accordance with the recommendations of our Board.
Principal Executive Offices
Our principal executive
offices are located at 700 Louisiana Street, Suite 2700, Houston, Texas 77002. Our telephone number at such address is 281-407-0686.