On April 14, 2023, the Company’s stockholders approved and adopted the Second Amended and Restated Certificate of Incorporation (the “Amended Charter”) to (i) extend the date by which the Company has to consummate an Initial Business Combination (the “Deadline Date”) from April 18, 2023 to June 18, 2023 (the “Initial Extension”) and (ii) allow the Company’s board of directors, without another stockholder vote, to elect to extend the Deadline Date up to six times for an additional one month each time (each, an “Extension Period”) by depositing into the Trust Account, for each Extension Period, an amount equal to the lesser of (x) $160,000 and (y) $0.04 for each public share issued as part of Units that is not redeemed in connection with the applicable special meeting of stockholders (a “Special Meeting”), until December 18, 2023. On April 14, 2023, the Sponsor deposited $320,000 into the Trust Account, triggering the Initial Extension. In exchange for such deposit, on the same day, the Company issued an unsecured promissory note to the Sponsor in the principal amount of $320,000 in connection with the Initial Extension.
Since the deposit of $320,000 into the Trust Account on April 14, 2023, to set the Deadline Date to June 18, 2023, the Company has deposited another $640,000 into the Trust Account to extend the Deadline Date to October 18, 2023. In aggregate, the Company has deposited $960,000 into the Trust Account to extend the Deadline Date to October 18, 2023. In exchange for the deposits into the Trust Account, the Company issued unsecured promissory notes (the “Extension Notes”) to the Sponsor in the same amount as the funds deposited into the Trust Account, for an aggregate of $960,000. The Extension Notes bears no interest and are due and payable upon the earlier to occur of (i) the consummation of an Initial Business Combination and (ii) the liquidation of the Company on or before November 19, 2023, unless such date is extended pursuant to the Amended Charter, or such later liquidation date as may be approved by the Company’s stockholders.
On October 13, 2023, the Company deposited $160,000 into the Trust Account, extending the Deadline Date to November 18, 2023. In exchange for such deposit, on the same date, the Company issued an unsecured promissory note (the “October Extension Note”) to the Sponsor in the principal amount of $160,000. The October Extension Note bears no interest and is due and payable upon the earlier to occur of (i) the consummation of an Initial Business Combination and (ii) the liquidation of the Company on or before November 19, 2023, unless such date is extended pursuant to the Amended Charter, or such later liquidation date as may be approved by the Company’s stockholders.
If the Company consummates an Initial Business Combination, it will repay the loans out of the proceeds of the Trust Account or, at the option of the Sponsor, convert all or a portion of the loans into warrants for $1.00 per warrant, which warrants will be identical to the Private Placement Warrants. If the Company does not consummate an Initial Business Combination, the Company will repay the loans only from funds held outside of the Trust Account.
In connection with the Special Meeting, on April 14, 2023, stockholders holding 22,656,774 public shares exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $235.7 million (or approximately $10.40 per share) was removed from the Trust Account to pay such holders.
On October 24, 2023, the Company filed a definitive proxy statement on Schedule 14A with the SEC (the “Proxy Statement”). The Proxy Statement includes proposals to (i) amend and restate the Company’s Amended Charter to allow the Company’s board of directors, without another stockholder vote, to elect to extend the Deadline Date up to six times for an additional one month each time (the “Monthly Extension Option” and each monthly extension, an “Extension Period”) without depositing any additional funds into the Trust Account for any such Extension Period (the “Extension Amendment Proposal”), (ii) amend and restate the Trust Agreement to reflect the Monthly Extension Option (the “Trust Amendment Proposal”) and (iii) adjourn the Company’s special meeting of stockholders (the “Stockholder Meeting”) to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Stockholder Meeting, there are insufficient shares of Class A common stock and shares of Class B common stock (together, the “Common Stock”) in the capital of the Company represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Stockholder Meeting or at the time of the Stockholder Meeting to approve the Extension Amendment Proposal or the Trust Amendment Proposal (collectively with the Extension Amendment Proposal and the Trust Amendment Proposal, the “Proposals”). On November 8, 2023, the Company filed a proxy supplement with the SEC to postpone the date of the Stockholder Meeting. The Stockholder Meeting will be held on November 17, 2023 at 10:00 a.m. Eastern Time, as a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned. Record holders of Common Stock at the close of business on October 20, 2023 are entitled to vote or have their votes cast at the Stockholder Meeting.
On November 8, 2023, the Company and the Sponsor announced their intention to enter into non-redemption agreements (each, a “Non-Redemption Agreement”) with certain unaffiliated third parties (each, a “Holder,” and collectively, the “Holders”) in exchange for the Holder or Holders agreeing either not to request redemption in connection with the Stockholder Meeting or to reverse any previously submitted redemption demand in connection with the Stockholder Meeting with respect to shares of Class A common stock of the Company sold in the Initial Public Offering. In consideration of the Non-Redemption Agreements, substantially concurrently with the closing of an Initial Business Combination, the Sponsor will agree to transfer to the Holders shares of Class A common stock of the Company held by the Sponsor.
The Non-Redemption Agreements are not expected to increase the likelihood that the Proposals are approved by stockholders but is expected to increase the amount of funds that remain in the Trust Account following the Stockholder Meeting. As of November 8, 2023, the redemption price per share was approximately $10.63, based on the aggregate amount on deposit in the Trust Account of $52,552,185 (net of interest expected to be released to the Company to pay taxes), divided by the total number of shares of outstanding public shares.
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