stock issuable upon conversion of the Preferred Stock to be held by the PIPE Investors (the Initial Resale Registration Statement) and other customary closing conditions as set forth
in the SPA. For more information about the Business Combination and the PIPE, see our Current Reports on Form 8-K filed with the U.S. Securities and Exchange Commission (the SEC) on
October 21, 2021, October 26, 2021, December 6, 2021, May 17, 2022 and September 23, 2023, and the proxy statement/prospectus included in the Form S-4 filed with the SEC on
May 16, 2022, as it may be amended or supplemented from time to time (the Form S-4).
While we are
using our best efforts to complete the Business Combination as soon as practicable, the Board believes that there will not be sufficient time before the Termination Date to complete the Business Combination. Accordingly, the Board believes that in
order to be able to consummate the Business Combination, we will need to obtain the Extension. Without the Extension, the Board believes that there is significant risk that we might not, despite our best efforts, be able to complete the Business
Combination on or before the Termination Date. If that were to occur, we would be precluded from completing the Business Combination and would be forced to liquidate even if our stockholders are otherwise in favor of consummating the Business
Combination.
If the Extension is approved and implemented, subject to satisfaction of the conditions to closing in the Merger Agreement (including,
without limitation, receipt of stockholder approval of Business Combination), we intend to complete the Business Combination as soon as possible and in any event on or before the Extended Date.
The Extension Amendment Proposal is required for the implementation of the plan of the Board, to extend the date by which the Company has to complete our
Business Combination. The purpose of the Extension Amendment is to allow the Company more time to complete the Business Combination. In addition, we will not proceed with the Extension if the number of redemptions or repurchases of our shares of
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.
In connection with the Extension Amendment Proposal, public stockholders may elect to redeem their public shares for a
per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account (the Trust Account), including interest (which interest shall be net of taxes payable), divided
by the number of then outstanding shares of Class A common stock issued in our IPO, which shares we refer to as the public shares, and which election we refer to as the Election, regardless of whether such public
stockholders vote on the Extension Amendment Proposal. We cannot predict the amount that will remain in the Trust Account if the Extension Amendment Proposal is approved and the amount remaining in the Trust Account may be only a small fraction of
the approximately $[●] million that was in the Trust Account as of [●], 2023, the record date.
If the Extension Amendment Proposal is
approved by the requisite vote of stockholders, the remaining holders of public shares will retain their right to redeem their public shares when the Business Combination is submitted to the stockholders, subject to any limitations set forth in our
charter as amended by the Extension Amendment. In addition, public stockholders who do not make the Election would be entitled to have their public shares redeemed for cash if the Company has not completed a business combination by the Extended
Date. Even if the Extension is approved, we can provide no assurances that the Business Combination will be consummated prior to the Extended Date.
The
Sponsor owns 5,490,000 Founder Shares (as defined below) that were issued to the Sponsor prior to our IPO, and 1,133,484 private placement units, which we refer to as the Private Placement Units, that were purchased by the Sponsor in a
private placement which occurred simultaneously with the completion of the IPO. In addition, Mr. Eric Swider, our Interim Chief Executive Officer and a director, owns 7,500 Founder Shares; Mr. Patrick Orlando, a director and former Chief
Executive Officer has beneficial interests in the Sponsor; and eleven qualified institutional buyers or institutional accredited investors (anchor investors) own the remaining 1,650,000 Founder Shares. In the event of a liquidation, our
Sponsor, officers and directors, and anchor investors will not receive any monies held in the Trust Account as a result of their ownership of the Founder Shares or the Private Placement Units.
To exercise your redemption rights, you must demand that the Company redeem your public shares for a pro rata portion of the funds held in the Trust
Account, and tender your shares to the Companys transfer