The affirmative vote of at least 65% of the outstanding shares of the Companys common
stock is required to approve the Charter Amendment. Approval of the Adjournment Proposal requires the affirmative vote of holders of the majority of the votes cast by stockholders represented via the remote platform or by proxy at the special
meeting.
Holders (public stockholders) of the Companys Class A common stock $0.0001, par value per share
(public shares), may elect to redeem their shares for their pro rata portion of the funds available in the trust account in connection with the Charter Amendment (the Election) regardless of whether or how such public
stockholders vote with respect to the Charter Amendment Proposal. However, the Company will not proceed with the Charter Amendment if the redemption of public shares in connection therewith would cause the Company to have net tangible assets of less
than $5,000,001. If the Charter Amendment Proposal is approved by the requisite vote of stockholders, the remaining public stockholders will retain their right to redeem their public shares for their pro rata portion of the funds available in the
trust account when the Business Combination is submitted to the stockholders. Furthermore, if the Charter Amendment Proposal is approved and the Extension or any additional extension(s) is implemented, then in accordance with the terms of that
certain investment management trust agreement, dated as of September 9, 2021, by and between the Company and Continental Stock Transfer & Trust Company (the Trust Agreement), the trust account will not be liquidated (other
than to effectuate the redemptions) until the earlier of (a) receipt by the trustee of a termination letter (in accordance with the terms of the Trust Agreement) or (b) the Extended Termination Date.
Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with
our consent, until the vote is taken with respect to the Charter Amendment. Furthermore, if a holder of a public share delivered its certificate in connection with an election of its redemption and subsequently decides prior to the applicable date
not to elect to exercise such rights, it may simply request that the transfer agent return the certificate (physically or electronically).
The withdrawal of funds from the trust account in connection with the Election will reduce the amount held in the trust account following the
redemption, and the amount remaining in the trust account may be significantly reduced from the approximately $230.8 million that was in the trust account as of August 22, 2022.
If the Charter Amendment Proposal is approved, the sponsor or its designees has agreed to loan to us the lesser of (i) $450,000 and (ii) 1% of
the amount on deposit in the trust account after any redemptions in connection with the Extension (the Extension Loan), which amount will be deposited into the trust account. Accordingly, the amount of the Extension Loan will depend on
the number of public shares that remain outstanding after redemptions in connection with the Extension. If more than 4,500,000 public shares remain outstanding after redemptions in connection with the Extension, then the amount paid per share will
be reduced proportionately.
The Extension Loan is conditioned upon the implementation of the Charter Amendment. The Extension Loan will
not occur if the Charter Amendment is not approved, or the Extension is not completed. The Extension Loan will not bear interest and will be repayable by us to the sponsor or its designees upon consummation of a Business Combination. If the sponsor
or its designees advises us that it does not intend to make the Extension Loan, then the Charter Amendment and the Adjournment Proposal will not be put before the stockholders at the special meeting and, unless the Company can complete a Business
Combination by September 14, 2022, we will dissolve and liquidate in accordance with our charter.
If the Charter Amendment Proposal
is not approved and we do not consummate a Business Combination by September 14, 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, redeem the public shares, at 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 to pay franchise and income taxes (less up to $100,000 of the net interest to pay dissolution expenses), divided by the number of then outstanding public shares, which
redemption will completely extinguish public stockholders rights as stockholders (including the right to receive further liquidating distributions, if any),
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