| 2023-05-18 |
股东大会：
将于2023-06-08召开股东大会
会议内容 ▼▲
- 1.To amend the Company’s amended and restated certificate of incorporation (the “Certificate of Incorporation”) to extend the date (the “Termination Date”) by which the Company has to consummate a Business Combination (as defined below) (the “Charter Extension”) from June 15, 2023 (the “Original Termination Date”) to June 15, 2024 (the “Charter Extension Date”), unless the closing of a Business Combination shall have occurred prior thereto, or such earlier date as is determined by the Company’s board of directors (the “Board”) to be in the best interests of the Company (the “Extension Amendment Proposal”). A copy of the proposed amendment is set forth in Part 1 of Annex A to the accompanying proxy statement;
2.To amend the Company’s Certificate of Incorporation to eliminate from the Certificate of Incorporation the limitation that the Company may not redeem Public Stock (as defined below) to the extent that such redemption would result in the Company having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended) of less than $5,000,001 (the “Redemption Limitation”) in order to allow the Company to redeem Public Stock irrespective of whether such redemption would exceed the Redemption Limitation (the “Redemption Limitation Amendment,” and such proposal the “Redemption Limitation Amendment Proposal”). A copy of the proposed amendment is set forth in Part 2 of Annex A to the accompanying proxy statement;
3.To amend the Investment Management Trust Agreement (the “Trust Agreement”), dated June 15, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as trustee (“Continental”), to extend the date on which Continental must liquidate the trust account (the “Trust Account”) established in connection with the Company’s initial public offering (“IPO”) if the Company has not completed its initial business combination, from June 15, 2023 to June 15, 2024 or such earlier date as is determined by the Board to be in the best interests of the Company (the “Trust Amendment” and, such proposal, the “Trust Amendment Proposal”). A copy of the proposed amendment is set forth in Annex B to the accompanying proxy statement;
4.To adjourn the Stockholder Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if (i) based upon the tabulated vote at the time of the Stockholder Meeting, there are insufficient shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock” or the “Public Stock”), and Class B common stock, par value $0.0001 per share (the “Class B Common Stock,” and the Class A Common Stock and Class B Common Stock, collectively, 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, the Redemption Limitation Amendment Proposal or the Trust Amendment Proposal or (ii) the holders of Public Stock have elected to redeem an amount of shares in connection with the Stockholder Meeting such that the Company would not adhere to the continued listing requirements of the Nasdaq Stock Market LLC (“Nasdaq”) (the “Adjournment Proposal”).
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