UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934
Filed
by the Registrant ☒
Filed
by a Party other than the Registrant ☐
Check
the appropriate box:
☐ Preliminary
Proxy Statement
☐ Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒ Definitive
Proxy Statement
☐ Definitive
Additional Materials
☐ Soliciting
Material Pursuant to §240.14a-12
SHUAA
Partners Acquisition Corp I
(Name
of Registrant as Specified In Its Charter)
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check all boxes that apply):
☒ No
fee required
☐ Fee
paid previously with preliminary materials
☐ Fee
computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
LETTER
TO SHAREHOLDERS OF SHUAA PARTNERS ACQUISITION CORP I
190
Elgin Avenue
George
Town, Grand Cayman
KY1-9008,
Cayman Islands
Dear
Shareholders of SHUAA Partners Acquisition Corp I:
You
are cordially invited to attend the 2023 annual general meeting of SHUAA Partners Acquisition Corp I (the “Company”) to be
held on Tuesday, December 12, 2023 at 9:00 a.m., Eastern Time, via a virtual meeting, (the “Annual General Meeting”), or
at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned. Shareholders are encouraged
to attend the meeting virtually via the Internet at https://www.cstproxy.com/shuaa/am2023. The accompanying proxy statement is
dated October 25, 2023.
The
Annual General Meeting will be conducted virtually via live webcast in accordance with our amended and restated memorandum and articles
of association, as amended (the “Memorandum and Articles of Association”). You will be able to attend the Annual General
Meeting online, vote and submit your questions during the Annual General Meeting by visiting https://www.cstproxy.com/shuaa/am2023.
There is no in-person meeting for you to attend. Registration to attend the Annual General Meeting will begin at 8:45 a.m. Eastern Time
(15 minutes before the Annual General Meeting begins), which can be accomplished using your control number and other information. Once
your registration is complete, you can access the Annual General Meeting and cast your vote on the proposals being considered at the
Annual General Meeting through the designated website.
The
Annual General Meeting is being held to consider and vote upon the following proposals:
●
as a special resolution, to amend the Company’s Memorandum and Articles of Association such that, in the event that there are no
Class B ordinary shares, par value $0.0001 per share, of the Company (“Class B Ordinary Shares”) outstanding, the holders
of the Class A ordinary shares, par value $0.0001 per share, of the Company (“Class A Ordinary Shares” and together with
the Class B Ordinary Shares, the “Ordinary Shares”) will have the right to vote on the election of the Company’s directors
(the “Articles Amendment Proposal”);
●
as an ordinary resolution, to re-appoint Mr. Saleh Al Hashemi and Mr. Aashir Ahmed Siddiqui as Class I directors on the Company’s
board of directors to serve until the 2025 annual general meeting, until their respective successors are duly appointed and qualified,
or until their earlier death, resignation or removal (the “Director Election Proposal”);
●
as an ordinary resolution, to ratify the selection by our audit committee of BDO USA, LLP as the Company’s independent registered
public accounting firm for the Company’s fiscal year ending December 31, 2023 (the “Auditor Ratification Proposal”);
●
as an ordinary resolution, to approve the adjournment of the Annual General Meeting to a later date or dates, if necessary, 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 Articles Amendment Proposal, the Director Election Proposal and/or the Auditor Ratification Proposal (the “Adjournment Proposal”),
which will only be presented at the Annual General Meeting if, based on the tabulated votes, there are not sufficient votes at the time
of the Annual General Meeting to approve the aforementioned proposals, in which case the Adjournment Proposal will be the only proposal
presented at the Annual General Meeting; and
●
to transact such other business as may properly come before the Annual General Meeting or any adjournments or postponements thereof.
The
above matters are more fully described in the accompanying proxy statement, which you are encouraged to read carefully in its entirety.
Approval
of the Articles Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds
(2/3) majority of the votes cast by the holders of Ordinary Shares, voting as a single class, who are present in person or represented
by proxy and entitled to vote thereon, and who vote thereon, at the Annual General Meeting.
Approval
of the Director Election Proposal requires (after giving effect to the Articles Amendment Proposal) an ordinary resolution under Cayman
Islands law and, subject to adoption of the Articles Amendment Proposal, our Memorandum and Articles of Association, as amended thereby,
being the affirmative vote of at least a simple majority of the votes cast by the holders of the outstanding Class A Ordinary Shares
who are present in person or represented by proxy and vote thereon at the Annual General Meeting.
Approval
of the Auditor Ratification Proposal requires an ordinary resolution under Cayman Islands law and the Memorandum and Articles of Association,
being the affirmative vote of at least a simple majority of the votes cast by the holders of the outstanding Ordinary Shares who are
present in person or represented by proxy and vote thereon at the Annual General Meeting.
Approval
of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law and the Charter, being the affirmative vote of a
simple majority of the votes cast by the holders of the outstanding Ordinary Shares who are present in person or represented by proxy
and vote thereon at the Annual General Meeting.
THE
COMPANY’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE (I) “FOR” THE ARTICLES AMENDMENT PROPOSAL, (II) “FOR”
THE DIRECTOR ELECTION PROPOSAL, (III) “FOR” THE AUDITOR RATIFICATION PROPOSAL AND (IV) “FOR” THE ADJOURNMENT
PROPOSAL, IF PRESENTED.
Our
board of directors has fixed the close of business on October 17, 2023 (the “Record Date”), as the record date for the Annual
General Meeting. Only shareholders of record on the Record Date are entitled to notice of and to vote at the Annual General Meeting or
any postponement or adjournment thereof. Further information regarding voting rights and the matters to be voted upon is presented in
the accompanying proxy statement.
All
of our shareholders are cordially invited to attend the Annual General Meeting via the Internet at https://www.cstproxy.com/shuaa/am2023.
To ensure your representation at the Annual General Meeting, however, you are urged to complete, sign, date and return your proxy
card as soon as possible. You may revoke your proxy card at any time prior to the Annual General Meeting. If you hold your Ordinary
Shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to
you by your bank, broker or other nominee to ensure that the shares you beneficially own are represented and voted at the Annual
General Meeting. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or,
if you wish to attend the Annual General Meeting and vote in person, you will need to obtain a legal proxy from your bank, broker or
nominee authorizing you to vote these shares and email a copy (a legible photograph is sufficient) of your proxy to
proxy@continentalstock.com no later than 72 hours prior to the Annual General Meeting.
A
shareholder’s failure to vote in person or by proxy will not be counted towards the number of Ordinary Shares required to validly
establish a quorum. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count
as votes cast at the Annual General Meeting.
Pursuant
to rules adopted by the Securities and Exchange Commission (the “SEC”), the Company uses the Internet as the
primary means of furnishing proxy materials to shareholders. Accordingly, the Company is sending a Notice of Internet Availability
of Proxy Materials (the “Notice”) to the Company’s shareholders. All shareholders will have the ability to
access the proxy materials (including the Company’s Annual Report to the shareholders, the proxy statement or the form of
proxy) via the Internet at https://www.cstproxy.com/shuaa/am2023 or request a printed set of the proxy materials by
contacting our main office at +971 4 330 3600. Instructions on how to access the proxy materials over the Internet or to request a
printed copy may be found in the Notice. The Notice contains a control number that you will need to vote your shares. Please keep
the Notice for your reference through the meeting date. In addition, shareholders may request to receive proxy materials in printed
form by mail or electronically by email on an ongoing basis. The Company encourages shareholders to take advantage of the
availability of the proxy materials on the Internet to help reduce the environmental impact of its annual meetings.
YOUR
VOTE IS IMPORTANT. Please sign, date and return your proxy card as soon as possible. You are requested to carefully read the proxy statement
and accompanying Notice of Annual General Meeting for a more complete statement of matters to be considered at the Annual General Meeting.
If
you have any questions or need assistance voting your Ordinary Shares, please contact Advantage Proxy, Inc. (“Advantage Proxy”),
our proxy solicitor, by calling (206) 870-8565, or can call collect at (877) 870-8565, or by emailing ksmith@advantageproxy.com.
|
Sincerely, |
|
|
|
/s/
Fawad Tariq Khan |
|
Fawad
Tariq Khan |
|
Chief
Executive Officer and Director |
|
October
25, 2023 |
If
you return your proxy card signed and without an indication of how you wish to vote, your shares will be voted in favor of each of the
proposals presented.
The
accompanying proxy statement is dated October 25, 2023 and is first being mailed to shareholders on or about that date.
IMPORTANT
Whether
or not you expect to attend the Annual General Meeting, you are respectfully requested by our Board of Directors to complete, sign, date
and return the enclosed proxy card promptly, or follow the instructions contained in the proxy card or voting instructions provided by
your bank, broker or other nominee. If you grant a proxy, you may revoke it at any time prior to the Annual General Meeting.
PLEASE
NOTE: If your shares are held in “street name,” your broker, bank, custodian, or other nominee holder cannot vote your shares
on “non-routine” matters, such as the Articles Amendment Proposal, the Director Election Proposal and the Adjournment Proposal
(defined below) unless you direct the nominee holder how to vote by following the instructions contained on the voting instruction form
provided by your broker, bank, custodian or other nominee.
SHUAA
Partners Acquisition Corp I
190 Elgin Avenue
George Town, Grand Cayman
KY1-9008, Cayman Islands
NOTICE
OF THE 2023 ANNUAL GENERAL MEETING
TO BE HELD DECEMBER 12, 2023
To
the Shareholders of SHUAA Partners Acquisition Corp I:
NOTICE
IS HEREBY GIVEN that the 2023 annual general meeting (the “Annual General Meeting”) of SHUAA Partners Acquisition Corp I,
a Cayman Islands exempted company (the “Company”), via 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. Shareholders are encouraged to attend the meeting virtually via
the Internet at https://www.cstproxy.com/shuaa/am2023.
The
Annual General Meeting will be conducted virtually via live webcast, but the physical location of the Annual General Meeting will remain
at the location specified above for the purposes of our amended and restated memorandum and articles of association, as amended (the
“Memorandum and Articles of Association”). You will be able to attend the Annual General Meeting online, vote and submit
your questions during the Annual General Meeting by visiting https://www.cstproxy.com/shuaa/am2023. There is no in-person meeting
for you to attend. Registration to attend the Annual General Meeting will begin at 8:45 a.m. Eastern Time (15 minutes before the Annual
General Meeting begins), which can be accomplished using your control number and other information. Once your registration is complete,
you can access the Annual General Meeting and cast your vote on the proposals being considered at the Annual General Meeting through
the designated website.
The
Annual General Meeting will be held to consider and vote upon the following proposals:
●
as a special resolution, to amend the Company’s Memorandum and Articles of Association such that, in the event that there are no
Class B ordinary shares, par value $0.0001 per share, of the Company (“Class B Ordinary Shares”) outstanding, the holders
of the Class A ordinary shares, par value $0.0001 per share, of the Company (“Class A Ordinary Shares” and together with
the Class B Ordinary Shares, the “Ordinary Shares”) will have the right to vote on the election of the Company’s directors
(the “Articles Amendment Proposal”);
●
as an ordinary resolution, to re-appoint Mr. Saleh Al Hashemi and Mr. Aashir Ahmed Siddiqui as Class I directors on the Company’s
board of directors to serve until the 2025 annual general meeting, until their respective successors are duly appointed and qualified,
or until their earlier death, resignation or removal (the “Director Election Proposal”);
●
as an ordinary resolution, to ratify the selection by our audit committee of BDO USA, LLP as the Company’s independent registered
public accounting firm for the Company’s fiscal year ending December 31, 2023 (the “Auditor Ratification Proposal”);
●
as an ordinary resolution, to approve the adjournment of the Annual General Meeting to a later date or dates, if necessary, 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 Articles Amendment Proposal, the Director Election Proposal and/or the Auditor Ratification Proposal (the “Adjournment Proposal”),
which will only be presented at the Annual General Meeting if, based on the tabulated votes, there are not sufficient votes at the time
of the Annual General Meeting to approve the aforementioned proposals, in which case the Adjournment Proposal will be the only proposal
presented at the Annual General Meeting; and
●
to transact such other business as may properly come before the Annual General Meeting or any adjournments or postponements thereof.
The
above matters are more fully described in the accompanying proxy statement, which you are encouraged to read carefully in its entirety.
Notwithstanding the order in which the proposals are set out herein, the Company may put the proposals to the Annual General Meeting
in such order as it may determine.
The
full text of the resolutions to be voted on is as follows:
Proposal
No. 1 – Articles Amendment Proposal
“RESOLVED,
as a special resolution, that:
Article
97 of the Company’s amended and restated memorandum and articles of association, as amended (the “Charter”) be amended
by deleting the following sentence of such section:
Prior
to an initial Business Combination, and subject to the terms of any Preference Shares, only holders of Class B Shares will have the right
to vote on the election of Directors pursuant to Article 96 or the removal of the Directors pursuant to Article 115.
and
replacing it with the following:
Prior
to an initial Business Combination, and subject to the terms of any Preferences Shares, only holders of Class B Shares will have the
right to vote on the election of Directors pursuant to Article 96 or the removal of the Directors pursuant to Articles 115, and should
there be no Class B Shares in issue then the holders of the Class A Shares will have the right to vote on the election of Directors pursuant
to Article 96 or the removal of the Directors pursuant to Article 115.”
Proposal
No. 2 - Director Election Proposal
“RESOLVED,
as an ordinary resolution, that each of Mr. Saleh Al Hashemi and Mr. Aashir Ahmed Siddiqui be re-appointed as a Class I director on the
Company’s board of directors to serve until the 2025 annual general meeting of the Company, until their respective successors are
duly appointed and qualified, or until their earlier death, resignation or removal.”
Proposal
No. 3 - Auditor Ratification Proposal
“RESOLVED,
as an ordinary resolution, that the appointment of BDO USA, LLP as the independent registered public accounting firm of the Company for
the fiscal year ending December 31, 2023 be ratified, approved and confirmed in all respects.”
Proposal
No. 4 - Adjournment Proposal
“RESOLVED,
as an ordinary resolution, that the adjournment of the annual general meeting to a later time, date and place to be determined by the
chairman of the annual general meeting be and is hereby authorized and approved.”
Approval
of the Articles Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds
(2/3) majority of the votes cast by the holders of Ordinary Shares, voting as a single class, who are present in person or represented
by proxy and entitled to vote thereon, and who vote thereon, at the Annual General Meeting.
Approval
of the Director Election Proposal requires (after giving effect to the Articles Amendment Proposal) an ordinary resolution under Cayman
Islands law and, subject to adoption of the Articles Amendment Proposal, our Charter, as amended thereby, being the affirmative vote
of at least a simple majority of the votes cast by the holders of the outstanding Class A ordinary shares, par value $0.0001 per share,
of the Company (“Class A Ordinary Shares”) who are present in person or represented by proxy and vote thereon at the Annual
General Meeting.
Approval
of the Auditor Ratification Proposal requires an ordinary resolution under Cayman Islands law and the Charter, being the affirmative
vote of a simple majority of the votes cast by the holders of the outstanding Class A Ordinary Shares and Class B ordinary shares, par
value $0.0001 per share, of the Company (“Class B Ordinary Shares” and together with the Class A Ordinary Shares, the “Ordinary
Shares”) who are present in person or represented by proxy and vote thereon at the Annual General Meeting.
Approval
of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a simple majority
of the votes cast by the holders of the outstanding Ordinary Shares who are present in person or represented by proxy and vote thereon
at the Annual General Meeting.
Only
shareholders of record of the Company as of the close of business on October 17, 2023, are entitled to notice of, and to vote at, the
Annual General Meeting or any adjournment or postponement thereof. Each Ordinary Share entitles the holder thereof to one vote. On the
record date, there were 5,281,612 Ordinary Shares issued and outstanding, including 5,281,612 Class A Ordinary Shares (that were initially
sold as part of our initial public offering) and zero Class B Ordinary Shares. The Company’s warrants do not have voting rights
in connection with the proposals.
Pursuant
to rules adopted by the Securities and Exchange Commission (the “SEC”), the Company uses the Internet as the
primary means of furnishing proxy materials to shareholders. Accordingly, the Company is sending a Notice of Internet Availability
of Proxy Materials (the “Notice”) to the Company’s shareholders. All shareholders will have the ability to
access the proxy materials (including the Company’s Annual Report to the shareholders, the Proxy Statement or the form of
proxy) via the Internet at https://www.cstproxy.com/shuaa/am2023 or request a printed set of the proxy materials by
contacting our main office at +971 4 330 3600. Instructions on how to access the proxy materials over the Internet or to request a
printed copy may be found in the Notice. The Notice contains a control number that you will need to vote your shares. Please keep
the Notice for your reference through the meeting date. In addition, shareholders may request to receive proxy materials in printed
form by mail or electronically by email on an ongoing basis. The Company encourages shareholders to take advantage of the
availability of the proxy materials on the Internet to help reduce the environmental impact of its annual meetings.
Your
vote is important. Proxy voting permits shareholders unable to attend the Annual General Meeting in person to vote their shares through
a proxy. By appointing a proxy, your shares will be represented and voted in accordance with your instructions. You can vote your shares
by completing, signing, dating and returning your proxy card. Proxy cards that are signed and returned but do not include voting instructions
will be voted by the proxy as recommended by our board of directors. You can change your voting instructions or revoke your proxy at
any time prior to the Annual General Meeting by following the instructions included in this proxy statement and on the proxy card. If
you hold your Ordinary Shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions
provided to you by your bank, broker or other nominee to ensure that the shares you beneficially own are represented and voted at the
Annual General Meeting. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares
or, if you wish to attend the Annual General Meeting and vote in person, you will need to obtain a legal proxy from your bank, broker
or nominee authorizing you to vote these shares and email a copy (a legible photograph is sufficient) of your proxy to proxy@continentalstock.com
no later than 72 hours prior to the Annual General Meeting.
Whether
or not you plan to attend the Annual General Meeting, it is strongly recommended that you complete, sign, date and return your proxy
card before the Annual General Meeting date to ensure that your shares will be represented and voted at the Annual General Meeting. You
are urged to review carefully the information contained in the enclosed proxy statement prior to deciding how to vote your shares. If
you have any questions or need assistance voting your Ordinary Shares, please contact Advantage Proxy, Inc. (“Advantage Proxy”),
our proxy solicitor, by calling (206) 870-8565, or can call collect at (877) 870-8565, or by emailing ksmith@advantageproxy.com.
|
By
Order of our Board of Directors, |
|
|
|
/s/
Fawad Tariq Khan |
|
Fawad
Tariq Khan |
|
Chief
Executive Officer and Director |
|
October
25, 2023 |
IMPORTANT
NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL GENERAL MEETING TO BE HELD ON DECEMBER 12, 2023
This
Notice of Annual General Meeting and Proxy Statement, our Annual Report on Form 10-K for the period ended December 31, 2022 and our Quarterly
Reports on Form 10-Q for the quarter ended June 30, 2023 and the quarter ended March 31, 2023 are available at
https://www.cstproxy.com/shuaa/am2023.
TABLE
OF CONTENTS
SHUAA
PARTNERS ACQUISITION CORP I
PROXY
STATEMENT
FOR
THE 2023 ANNUAL GENERAL MEETING
To
Be Held at 9:00 a.m. Eastern Time on Tuesday, December 12, 2023
This
proxy statement and the enclosed form of proxy are furnished in connection with the solicitation of proxies by our board of directors
(the “Board”) for use at the 2023 annual general meeting of SHUAA Partners Acquisition Corp I, a Cayman Islands exempted
company (the “Company,” “we,” “us” or “our”), and any postponements or adjournments thereof
(the “Annual General Meeting”). The Annual General Meeting will be held on Tuesday, December 12, 2023 at 9:00 a.m. Eastern
Time, via a virtual meeting. Shareholders are encouraged to attend the meeting virtually via the Internet at https://www.cstproxy.com/shuaa/am2023.
Pursuant
to rules adopted by the SEC, the Company uses the Internet as the primary means of furnishing proxy materials to shareholders. Accordingly,
the Company is sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to the Company’s shareholders.
All shareholders will have the ability to access the proxy materials (including the Company’s Annual Report, which does not constitute
a part of, and shall not be deemed incorporated by reference into, this Proxy Statement or the enclosed form of proxy, except as set
forth below under Where You Can Find More Information) via the Internet at https://www.cstproxy.com/shuaa/am2023 or request a
printed set of the proxy materials. Instructions on how to access the proxy materials over the Internet or to request a printed copy
may be found in the Notice. The Notice contains a control number that you will need to vote your shares. Please keep the Notice for your
reference through the meeting date. In addition, shareholders may request to receive proxy materials in printed form by mail or electronically
by email on an ongoing basis. The Company encourages shareholders to take advantage of the availability of the proxy materials on the
Internet to help reduce the environmental impact of its annual meetings.
YOUR
VOTE IS IMPORTANT. It is important that your shares be represented at the Annual General Meeting, regardless of the number of shares
that you hold. You are, therefore, urged to execute and return, at your earliest convenience, the enclosed proxy card in the envelope
that has also been provided.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
proxy statement contains “forward-looking statements” for purposes of the federal securities laws. Our forward-looking statements
include, but are not limited to, statements regarding our or our directors’ or executive officers’ 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,”
“shall,” “should,” “will,” “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 herein may
include, for example, statements about:
| ● | our
ability to select an appropriate target business or businesses; |
| | |
| ● | our
ability to consummate our initial business combination; |
| | |
| ● | our
expectations around the performance of a prospective target business or businesses; |
| | |
| ● | our
success in retaining or recruiting, or changes required in, our executive officers, key employees
or directors following our initial business combination; |
| | |
| ● | our
directors and executive officers allocating their time to other businesses and potentially
having conflicts of interest with our business or in approving our initial business combination; |
| | |
| ● | our
potential ability to obtain additional financing to consummate our initial business combination; |
| | |
| ● | our
pool of prospective target businesses; |
| | |
| ● | our
ability to consummate an initial business combination due to the uncertainty resulting from
the COVID-19 pandemic; |
| | |
| ● | the
ability of our directors and executive officers to generate a number of potential business
combination opportunities; |
| | |
| ● | the
use of proceeds not held in the Trust Account or available to us from interest income on
the Trust Account balance; |
| | |
| ● | the
Trust Account not being subject to claims of third parties; or |
| | |
| ● | our
financial performance. |
Additional
information on these and other factors that may cause actual results and the Company’s performance to differ materially is included
in the Company’s periodic reports filed with the Securities and Exchange Commission (the “SEC”), including but not
limited to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, including those factors described
under the heading “Risk Factors” therein, and subsequent Quarterly Reports on Form 10-Q. Copies of the Company’s filings
with the SEC are available publicly on the SEC’s website at www.sec.gov or may be obtained by contacting the Company. 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. Readers are cautioned not to place undue reliance upon any
forward-looking statements, which speak only as of the date made. These forward-looking statements are made only as of the date hereof,
and the Company undertakes no obligations to update or revise the forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by law.
QUESTIONS
AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR ANNUAL GENERAL MEETING
The
information provided in the “question and answer” format below is for your convenience only and is merely a summary of the
information contained in this proxy statement. You should read this entire proxy statement carefully.
Q: | What
is a quorum? |
| |
A: | A
quorum is the minimum number of shares required to be present at the Annual General Meeting
for the Annual General Meeting to be properly held under our Charter (defined below). The
presence, in person or by proxy, or if a corporation or other non-natural person, by its
duly authorized representative or proxy, of the holders of one-third of the issued and outstanding
Ordinary Shares (defined below) entitled to vote at the Annual General Meeting constitutes
a quorum. Proxies that are signed and dated but marked “abstain” and proxies
relating to “street name” shares that are returned to us but marked by brokers
as “not voted” (so-called “broker non-votes”) will be treated as
shares present for purposes of determining the presence of a quorum. If a shareholder does
not give the broker voting instructions, under applicable self-regulatory organization rules,
its broker may not vote its shares on “non-routine” matters, such as the Articles
Amendment Proposal, the Director Election Proposal and the Adjournment Proposal (defined
below). |
| |
Q: | Are
the proposals conditioned on one another? |
| |
A: | Approval
of the Articles Amendment Proposal is a condition to the Director Election Proposal because
such Articles Amendment Proposal would empower holders of Class A ordinary shares, par value
$0.0001 per share, of the Company (“Class A Ordinary Shares”) to vote on election
of the Company’s directors following the conversion on June 1, 2023 of all outstanding
Class B ordinary shares, par value $0.0001 per share, of the Company (“founder shares”
or “Class B Ordinary Shares” and, together with the Class A Ordinary Shares,
the “Ordinary Shares”) into Class A Ordinary Shares. |
| |
Q: | What
is the effect of giving a proxy? |
| |
A: | Proxies
are solicited by and on behalf of our board of directors. Yasmina Souri and Hatem Kammoun
have been designated as proxies by our board of directors. When proxies are properly dated,
executed and returned, the shares represented by such proxies will be voted at the Annual
General Meeting in accordance with the instructions of the shareholder. If no specific instructions
are given, however, the shares will be voted in accordance with the recommendations of our
board of directors as described below. If any matters not described in this proxy statement
are properly presented at the Annual General Meeting, the proxy holders will use their own
judgment to determine how to vote the shares. If the Annual General Meeting is adjourned,
the proxy holders can vote the shares on the new Annual General Meeting date as well, unless
you have properly revoked your proxy instructions, as described above. |
| |
Q: | Who
will solicit and pay the cost of soliciting proxies for the Annual General Meeting? |
| |
A: | Our
board of directors is soliciting proxies for use at the Annual General Meeting. All costs
associated with this solicitation will be borne directly by the Company. We have engaged
Advantage Proxy, Inc. (“Advantage Proxy”) to assist in the solicitation of proxies
for the Annual General Meeting. We have agreed to pay Advantage Proxy a fee of $8,500, plus
disbursements, and will reimburse Advantage Proxy for its reasonable out-of-pocket expenses
and indemnify Advantage Proxy against certain losses, damages, expenses, liabilities or claims.
We will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing
beneficial owners of the Class A Ordinary Shares for their expenses in forwarding soliciting
materials to beneficial owners of Class A Ordinary Shares and in obtaining voting instructions
from those owners. Our directors and officers may also solicit proxies by telephone, by facsimile,
by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting
proxies. |
Q: | What
matters am I voting on? |
| |
A: | Holders
of Ordinary Shares will be voting on the following proposals. |
| ● | Articles
Amendment Proposal: To amend the Company’s amended and restated memorandum and
articles of association, as amended (the “Charter”) such that, in the event that
there are no Class B Ordinary Shares outstanding, the holders of the Class A Ordinary Shares
will have the right to vote on the election of the Company’s directors (the “Articles
Amendment Proposal”). |
| | |
| ● | Director
Election Proposal: To re-appoint Mr. Saleh Al Hashemi and Mr. Aashir Ahmed Siddiqui as
Class I directors on the Company’s board of directors to serve until the 2025 annual
general meeting, until their respective successors are duly appointed and qualified, or until
their earlier death, resignation or removal (the “Director Election Proposal”). |
| | |
| ● | Auditor
Ratification Proposal: To ratify the appointment of BDO USA, LLP as the Company’s
independent registered public accounting firm for the Company’s fiscal year ending
December 31, 2023 (the “Auditor Ratification Proposal”). |
| | |
| ● | Adjournment
Proposal: To approve the adjournment of the Annual General Meeting to a later date or
dates, if necessary, 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 Articles
Amendment Proposal, the Director Election Proposal or the Auditor Ratification Proposal (the
“Adjournment Proposal”), which will only be presented at the Annual General Meeting
if, based on the tabulated votes, there are not sufficient votes at the time of the Annual
General Meeting to approve the aforementioned proposals, in which case the Adjournment Proposal
will be the only proposal presented at the Annual General Meeting. |
Q: | When
and where will the Annual General Meeting be held? |
| |
A: | The
Annual General Meeting will be held at 9:00 a.m. Eastern Time, on December 12, 2023, virtually
via live webcast online at https://www.cstproxy.com/shuaa/am2023, or at such other
time, on such other date and at such other place to which the meeting may be postponed or
adjourned. There is no in-person meeting for you to attend. Registration to attend the Annual
General Meeting will begin at 8:45 a.m. Eastern Time (15 minutes before the Annual General
Meeting begins), which can be accomplished using your control number and other information.
Once your registration is complete, you can access the Annual General Meeting and cast your
vote on the proposals being considered at the Annual General Meeting through the designated
website. The virtual meeting format allows attendance from any location in the world. You
can attend the meeting, vote, and submit questions via live audio webcast by visiting https://www.cstproxy.com/shuaa/am2023
and entering the control number found on your proxy card. You may submit your proxy by
completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed
postage-paid envelope. If you hold your shares in “street name,” which means
your shares are held of record by a broker, bank or nominee, you should contact your broker,
bank or nominee to ensure that votes related to the shares you beneficially own are properly
counted. In this regard, you must provide the broker, bank or nominee with instructions on
how to vote your shares. |
Q: | Do
I have redemption rights in connection with the Articles Amendment Proposal? |
| |
A: | No.
Pursuant to Article 166(b) of the Charter, the Company’s shareholders are entitled
to the opportunity to redeem their Class A Ordinary Shares in the event of any amendment
to the Charter that would modify the substance or timing of the Company’s obligation
to provide holders of the Class A Ordinary Shares with the right to have such shares redeemed
in connection with the Company’s initial business combination or redeem 100% of the
Class A Ordinary Shares if the Company does not complete its initial business combination
by the deadline prescribed in the Charter. Since the Articles Amendment Proposal would only
modify the class of shareholders entitled to vote on directors, and would have no impact
on the substance or timing of shareholders’ redemption rights in connection with the
initial business combination, shareholders are not being provided with any redemption rights
in connection with the Articles Amendment Proposal. |
| |
Q: | Why
did I receive a one-page notice in the mail regarding the Internet availability of proxy
materials instead of a full set of proxy materials? |
| |
A: | Pursuant
to rules adopted by the SEC, we have elected to provide access to our proxy materials over
the Internet. Accordingly, on or about October 25, 2023, we are sending the Notice to our
shareholders of record and beneficial owners. All shareholders will have the ability, beginning
on or about October 25, 2023, to access the proxy materials on the website referred to in
the Notice or request to receive a printed set of the proxy materials. Instructions on how
to access the proxy materials over the Internet or to request a printed copy may be found
in the Notice. In addition, shareholders may request to receive proxy materials in printed
form by mail or electronically by email on an ongoing basis, provided, however, that only
one annual report or proxy statement will be delivered to multiple security holders sharing
an address. |
| |
Q: | Why
did I receive only one Notice when there are several shareholders of record at my address? |
| |
A: | If
you and other residents at your mailing address own shares in street name, your broker, bank,
or other nominee may have sent you a notice that your household will receive only one annual
report and proxy statement for each company in which you hold shares through that broker,
bank, or other nominee. This practice is called “householding.” If you did not
respond that you did not want to participate in householding, you are deemed to have consented
to that process. If these procedures apply to you, your broker, bank, or other nominee will
have sent one copy of the Notice and, if applicable, our Annual Report and Proxy Statement
to your address. You may revoke your consent to householding at any time by contacting your
broker, bank, or other nominee. |
If
you did not receive an individual copy of the Notice, our Annual Report, or Proxy Statement, we will send copies to you if you contact
us at 190 Elgin Avenue, George Town, Grand Cayman, KY-9008, Cayman Islands, +971 4 330 3600 or use one of the other methods described
in this Proxy Statement. If you and other residents at your address have been receiving multiple copies of the Notice or, if applicable,
our Annual Report or Proxy Statement, and desire to receive only a single copy of these materials, you may contact your broker, bank,
or other nominee or contact us at the above address.
Q: | Can
I vote my shares by filling out and returning the Notice? |
| |
A: | The
Notice will provide you with instructions regarding how to: |
| ● | View
our proxy materials for the meeting on the Internet; and |
| | |
| ● | Instruct
us to send future proxy materials to you electronically by email. |
Choosing
to receive future proxy materials by email will save us the cost of printing and mailing documents to you and will reduce the impact
of our annual meetings on the environment. If you choose to receive future proxy materials by email, you will receive an email next year
with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials
by email will remain in effect until you terminate it.
Q: | How
does our board of directors recommend that I vote on these proposals? |
| |
A: | Our
board of directors recommends a vote: |
| ● | “FOR”
the amendment to the Company’s Charter such that, in the event that there are no Class
B Ordinary Shares outstanding, the holders of the Class A Ordinary Shares will have the right
to vote on the election of the Company’s directors; |
| | |
| ● | “FOR”
the re-appointment of Mr. Saleh Al Hashemi and Mr. Aashir Ahmed Siddiqui as Class I directors; |
| | |
| ● | “FOR”
the ratification of the appointment of BDO USA, LLP as the Company’s independent registered
public accounting firm for the Company’s fiscal year ending December 31, 2023; and |
| | |
| ● | “FOR”
the Adjournment Proposal, if presented. |
Q: | Who
is entitled to vote? |
| |
A; | Holders
of our Ordinary Shares as of the close of business on October 17, 2023, the record date,
are entitled to vote at the Annual General Meeting. As of the record date, there were 5,281,612
Ordinary Shares issued and outstanding, consisting of 5,281,612 Class A Ordinary Shares and
zero Class B Ordinary Shares. In deciding all matters at the Annual General Meeting, each
shareholder will be entitled to one vote for each Ordinary Share held by them on the record
date; provided that holders of the Class A Ordinary Shares will only have the right
to vote on the Director Election Proposal if the Articles Amendment Proposal is approved.
Holders of Class A Ordinary Shares and holders of Class B Ordinary Shares will vote together
as a single class on all matters submitted to a vote of our shareholders at the Annual General
Meeting except as required by law. |
Registered
Shareholders. If our shares are registered directly in your name with our transfer agent, Continental, you are considered the shareholder
of record with respect to those shares. As the shareholder of record, you have the right to grant your voting proxy directly to the individuals
listed on the proxy card or to vote in person at the Annual General Meeting.
Street
Name Shareholders. If our shares are held on your behalf in a brokerage account or by a bank or other nominee, you are considered
the beneficial owner of those shares held in “street name,” and your broker or nominee is considered the shareholder of record
with respect to those shares. As the beneficial owner, you have the right to direct your broker or nominee as to how to vote your shares.
However, since a beneficial owner is not the shareholder of record, you may not vote your Ordinary Shares at the Annual General Meeting
unless you follow your broker’s procedures for obtaining a legal proxy. Throughout this proxy, we refer to shareholders who hold
their shares through a broker, bank or other nominee as “beneficial owners” or “street name shareholders.”
Q: | How
do I vote? |
| |
A: | Registered
Shareholders. If you are a holder of record of Ordinary Shares on the record date for
the Annual General Meeting, you may vote in person at the Annual General Meeting or by submitting
a proxy for the Annual General Meeting. |
Voting
by Proxy. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed
postage-paid envelope. By signing, dating and returning the proxy card, you are authorizing the individual(s) named on the proxy card
to vote your shares at the Annual General Meeting in the manner you indicate. You are encouraged to complete, sign, date and return the
proxy card even if you plan to attend the Annual General Meeting so that your shares will be represented and voted if you are unable
to attend the Annual General Meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple
accounts. Please complete, sign, date and return all proxy cards to ensure that all of your shares are voted. If you sign, date and return
your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the Annual General
Meeting. If you fail to return your proxy card and do not vote in person or by proxy at the Annual General Meeting, your shares will
not be counted for the purposes of determining whether a quorum is present at the Annual General Meeting or whether the Articles Amendment
Proposal, the Director Election Proposal, the Auditor Ratification Proposal or Adjournment Proposal (as the case may be) is approved
by the requisite votes.
Voting
Electronically. You may attend and vote at the Annual General Meeting by visiting https://www.cstproxy.com/shuaa/am2023 and
entering the control number found on your proxy card.
Street
name shareholders. If you hold your shares in “street name,” which means your shares are held of record by a broker,
bank or nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are
properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you
wish to attend the Annual General Meeting and vote in person, obtain a legal proxy from your broker, bank or nominee authorizing you
to vote these shares and email a copy (a legible photograph is sufficient) of your proxy to proxy@continentalstock.com no later than
72 hours prior to the Annual General Meeting. Street name shareholders should contact their bank, broker or nominee for instructions
regarding obtaining a legal proxy.
Q: | What
does it mean if I get more than one Notice? |
| |
A: | Your
shares are probably registered in more than one account. Please provide voting instructions
for all Notices, proxy and voting instruction cards you receive. |
| |
Q: | How
do I attend the Annual General Meeting via live audio webcast? |
| |
A: | If
you are a registered shareholder, you will receive a proxy card which contains instructions
on how to attend the Annual General Meeting via live audio webcast including the URL address,
along with your control number. You will need your control number for access. If you do not
have your control number, contact Continental at 917-262-2373, or email proxy@continentalstock.com. |
You
can pre-register to attend the Annual General Meeting starting December 5, 2023 at 9:00 a.m., Eastern Time (five business days prior
to the meeting date) by visiting https://www.cstproxy.com/shuaa/am2023 and entering your control number, name and email address.
Once you pre-register you can vote or enter questions in the chat box during the Annual General Meeting. At the start of the Annual General
Meeting, you will need to log in again using your control number and will also be prompted to enter your control number if you vote during
the Annual General Meeting.
If
you hold your shares in “street name,” which means your shares are held of record by a bank, broker or nominee, you will
need to contact Continental to receive a control number. If you plan to vote at the Annual General Meeting, you will need to have a legal
proxy from your bank, broker or other nominee or if you would like to join and not vote, Continental will issue you a guest control number
with proof of ownership. In either case, you must contact Continental for specific instructions on how to receive the control number.
Continental can be contacted at the number or email address above. Please allow up to 72 hours prior to the meeting for processing your
control number. Street name shareholders should contact their bank, broker or nominee for instructions regarding obtaining a legal proxy.
If
you do not have access to Internet, you can listen only to the meeting by dialing + 1 800-450-7155 (toll-free) (or +1 857-999-9155 (standard
rates apply) if you are located outside the United States or Canada) and when prompted enter the conference ID number: 8619373#. Please
note that you will not be able to vote or ask questions at the Annual General Meeting if you choose to participate telephonically.
A
separate conference line to allow participants to communicate with each other during the Annual General Meeting will also be made available.
Q: | How
may my brokerage firm or other intermediary vote my shares if I fail to provide timely instructions? |
| |
A: | Brokerage
firms and other intermediaries holding our shares in street name for customers are generally
required to vote such shares in the manner directed by their customers. In the absence of
timely instructions, your broker will have discretion to vote your shares on our sole “routine”
matter: the proposal to ratify the appointment of BDO USA, LLP. Your broker will not have
discretion to vote on the Articles Amendment Proposal, the re-appointment of Mr. Saleh Al
Hashemi and Mr. Aashir Ahmed Siddiqui as Class I directors or the Adjournment Proposal, which
are each “non-routine” matters, absent direction from you. |
Q: | How
many votes are needed for approval of each proposal? |
| |
A: | |
| ● | Proposal
No. 1—Articles Amendment Proposal: The amendment to the Charter must be approved
by a special resolution under Cayman Islands law and our Charter, being the affirmative vote
of at least a two-thirds (2/3) majority of the votes cast by the holders of the outstanding
Ordinary Shares who are present in person or represented by proxy and vote thereon at the
Annual General Meeting. Abstentions and broker non-votes, while considered present for the
purposes of establishing a quorum, will not count as votes cast at the Annual General Meeting. |
| | |
| ● | Proposal
No. 2—Director Election Proposal: The re-appointment of the Class I directors must
be approved (after giving effect to the Articles Amendment Proposal) by an ordinary resolution
under Cayman Islands law and, subject to adoption of the Articles Amendment Proposal, our
Charter, as amended thereby, being the affirmative vote of a simple majority of the votes
cast by the holders of the outstanding Class A Ordinary Shares who are present in person
or represented by proxy and vote thereon at the Annual General Meeting. Abstentions and broker
non-votes, while considered present for the purposes of establishing a quorum, will not count
as votes cast at the Annual General Meeting. |
| | |
| ● | Proposal
No. 3—Auditor Ratification Proposal: The ratification of the appointment of BDO
USA, LLP requires an ordinary resolution under Cayman Islands law and the Charter, being
the affirmative vote of a simple majority of the votes cast by the holders of the outstanding
Ordinary Shares who are present in person or represented by proxy and vote thereon at the
Annual General Meeting. Abstentions and broker non-votes, while considered present for the
purposes of establishing a quorum, will not count as votes cast at the Annual General Meeting.
Brokers are entitled to vote on this proposal, and therefore broker non-votes are not expected
to exist and will have no effect on the outcome of this proposal. |
| | |
| ● | Proposal
No. 4—Adjournment Proposal: The approval of the adjournment of the Annual
General Meeting to a later date or dates, if necessary, 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 Articles Amendment Proposal, the Director Election Proposal and/or
the Auditor Ratification Proposal, which will only be presented at the Annual General Meeting
if, based on the tabulated votes, there are not sufficient votes at the time of the Annual
General Meeting to approve the aforementioned proposals, in which case the Adjournment Proposal
will be the only proposal presented at the Annual General Meeting, requires an ordinary resolution
under Cayman Islands law and the Charter, being the affirmative vote of a simple majority
of the votes cast by the holders of the outstanding Ordinary Shares who are present in person
or represented by proxy and vote thereon at the Annual General Meeting. Abstentions and broker
non-votes, while considered present for the purposes of establishing a quorum, will not count
as votes cast at the annual meeting. |
Q: | What
if I want to vote against or don’t want to vote for any of the proposals? |
| |
A: | If
you do not want any of the proposals to be approved, you should vote against such proposal.
A shareholder’s failure to vote by proxy or to vote in person at the Annual General
Meeting will not be counted towards the number of Ordinary Shares required to validly establish
a quorum. Abstentions and broker non-votes, while considered present for the purposes of
establishing a quorum, will not count as votes cast at the Annual General Meeting. |
| |
Q: | How
do the Company’s insiders intend to vote their shares? |
| |
A: | The
Initial Shareholders collectively have the right to vote approximately 51.4% of the Company’s
issued and outstanding Ordinary Shares and are expected to vote all of their shares in favor
of each proposal to be voted upon by our shareholders. |
| |
Q: | Can
I change my vote after I have mailed my signed proxy card? |
| |
A: | Yes.
Shareholders may email a later-dated, signed proxy card to ksmith@advantageproxy.com, so
that it is received prior to the vote at the Annual General Meeting (which is scheduled to
take place on December 12, 2023). Shareholders also may revoke their proxy by sending a notice
of revocation to ksmith@advantageproxy.com, which must be received prior to the vote at the
Annual General Meeting. Shareholders may also attend the Annual General Meeting in person,
revoke their proxy and vote. However, if your shares are held in “street name”
by your broker, bank or another nominee, you must contact your broker, bank or other nominee
to change your vote. |
| |
Q: | How
are votes counted? |
| |
A: | Voting
on all resolutions at the Annual General Meeting will be conducted by way of a poll rather
than on a show of hands. On a poll, votes are counted according to the number of shares registered
in each shareholder’s name which are voted, with each Ordinary Share carrying one vote. |
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. At the Annual General Meeting, only those votes which are actually
cast, either “FOR” or “AGAINST” the Articles Amendment Proposal, the Director Election Proposal, the Auditor
Ratification Proposal or the Adjournment Proposal, will be counted for the purposes of determining whether the relevant proposal is approved,
and any Ordinary Shares which are not voted at the Annual General Meeting will have no effect on the outcome of such votes. Abstentions
and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the Annual
General Meeting.
Q: | Where
will I be able to find the voting results of the Annual General Meeting? |
| |
A: | We
will announce preliminary voting results at the Annual General Meeting. We will also disclose
voting results on a Current Report on Form 8-K that we will file with the SEC within four
business days after the Annual General Meeting. If final voting results are not available
to us in time to file a Current Report on Form 8-K within four business days after the Annual
General Meeting, we will file a Current Report on Form 8-K to publish preliminary results
and will provide the final results in an amendment to such Current Report on Form 8-K as
soon as they become available. |
Q: | Are
there any appraisal, dissenters’ or similar rights for dissenting shareholders? |
| |
A: | Our
Charter does not provide for appraisal or other similar rights for dissenting shareholders
in connection with any of the proposals to be voted upon at the Annual General Meeting. Shareholders
do not have dissenters’ rights in connection with any of the proposals to be voted
upon at the Annual General Meeting under Cayman Islands law. |
| |
Q: | What
is the deadline to propose actions for consideration at next year’s annual general
meeting or to nominate individuals to serve as directors? |
| |
A: | Our
Charter provides for advance notice procedures with respect to shareholder proposals and
the nomination of candidates for appointment as directors, other than nominations made by
or at the direction of our board of directors or a committee of our board of directors. In
order for any matter to be properly brought before an annual general meeting, a shareholder
will have to comply with advance notice requirements. Generally, to be timely, a shareholder
notice must be received at our principal executive offices not less than 120 calendar days
prior to the date of our proxy statement released to shareholders in connection with the
prior year’s annual general meeting or, if we did not hold an annual general meeting
the previous year, or if the date of the current year’s annual general meeting has
been changed by more than 30 days from the date of the previous year’s annual general
meeting, then the deadline shall be set by the board of directors with such deadline being
a reasonable time before we begin to print and send our related proxy materials. |
| |
Q: | Who
can help answer my questions? |
| |
A: | If
you have questions about the Annual General Meeting or the proposals, or if you need copies
of the proxy statement, our Annual Report (defined below) or the enclosed proxy card you
should contact: |
Advantage
Proxy, Inc.
PO
Box 10904
Yakima,
WA 98909
Attn:
Karen Smith
Toll
Free Telephone: (877) 870-8565
Main
Telephone: (206) 870-8565
Email:
ksmith@advantageproxy.com
THE
ANNUAL GENERAL MEETING
Date,
Time, Place and Purpose of the Annual General Meeting
The
Annual General Meeting will be held on Tuesday, December 12, 2023 at 9:00 a.m., Eastern Time, via a virtual meeting, to consider and
vote upon the proposals to be put to the Annual General Meeting. Shareholders are encouraged to attend the meeting virtually via the
Internet at https://www.cstproxy.com/shuaa/am2023.
At
the Annual General Meeting, the holders of Class A Ordinary Shares and the holders of Class B Ordinary Shares will be asked to consider
and vote upon the following proposals:
●
Articles Amendment Proposal: A special resolution to amend the Company’s Charter such that, in the event that there are
no Class B Ordinary Shares outstanding, the holders of the Class A Ordinary Shares will have the right to vote on the election of the
Company’s directors (the “Articles Amendment Proposal”).
●
Director Election Proposal: An ordinary resolution to re-appoint Mr. Saleh Al Hashemi and Mr. Aashir Ahmed Siddiqui as Class I
directors on the Company’s board of directors to serve until the 2025 annual general meeting, until their respective successors
are duly elected and qualified, or until their earlier death, resignation or removal (the “Director Election Proposal”).
●
Auditor Ratification Proposal: An ordinary resolution to ratify the appointment of BDO USA, LLP as the Company’s independent
registered public accounting firm for the Company’s fiscal year ending December 31, 2023 (the “Auditor Ratification Proposal”).
●
Adjournment Proposal: An ordinary resolution to approve the adjournment of the Annual General Meeting to a later date or dates,
if necessary, 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 Articles Amendment Proposal, the Director Election Proposal or the Auditor Ratification Proposal
(the “Adjournment Proposal”), which will only be presented at the Annual General Meeting if, based on the tabulated votes,
there are not sufficient votes at the time of the Annual General Meeting to approve the aforementioned proposals, in which case the Adjournment
Proposal will be the only proposal presented at the Annual General Meeting.
Voting
Power; Record Date
Only
shareholders of record of the Company as of the close of business on October 17, 2023, the “record date,” are entitled to
notice of, and to vote at, the Annual General Meeting or any adjournment or postponement thereof. Each Ordinary Share entitles the holder
thereof to one vote; provided that holders of the Class A Ordinary Shares will only have the right to vote on the Director Election
Proposal if the Articles Amendment Proposal is approved. If your shares are held in “street name” or are in a margin or similar
account, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly
counted. On the record date, there were 5,281,612 Ordinary Shares issued and outstanding, including 5,281,612 Class A Ordinary Shares
(that were initially sold as part of our initial public offering) and zero Class B Ordinary Shares. The Company’s warrants do not
have voting rights in connection with the proposals.
Quorum
and Vote of Shareholders
A
quorum is the minimum number of shares required to be present at the Annual General Meeting for the Annual General Meeting to be properly
held under our Charter. The presence, in person or by proxy, or if a corporation or other non-natural person, by its duly authorized
representative or proxy, of the holders of one-third of the issued and outstanding Ordinary Shares entitled to vote at the Annual General
Meeting constitutes a quorum. Proxies that are marked “abstain” and proxies relating to “street name” shares
that are returned to us but marked by brokers as “not voted” (so-called “broker non-votes”) will be treated as
shares present for purposes of determining the presence of a quorum. If a shareholder does not give the broker voting instructions, under
applicable self-regulatory organization rules, its broker may not vote its shares on “non-routine” matters, such as the Articles
Amendment Proposal, the re-appointment of Mr. Saleh Al Hashemi and Mr. Aashir Ahmed Siddiqui as Class I directors and the Adjournment
Proposal.
Votes
Required
| ● | Proposal
No. 1—Articles Amendment Proposal: The amendment to the Charter must be approved
by a special resolution under Cayman Islands law and our Charter, being the affirmative vote
of at least a two-thirds (2/3) majority of the votes cast by the holders of the outstanding
Ordinary Shares who are present in person or represented by proxy and vote thereon at the
Annual General Meeting. Abstentions and broker non-votes, while considered present for the
purposes of establishing a quorum, will not count as votes cast at the Annual General Meeting. |
| | |
| ● | Proposal
No. 2—Director Election Proposal: The re-appointment of the Class I directors must
be approved (after giving effect to the Articles Amendment Proposal) by an ordinary resolution
under Cayman Islands law and, subject to adoption of the Articles Amendment Proposal, the
Charter (as amended thereby), being the affirmative vote of a simple majority of the votes
cast by the holders of the outstanding Class A Ordinary Shares who are present in person
or represented by proxy and vote thereon at the Annual General Meeting. Abstentions and broker
non-votes, while considered present for the purposes of establishing a quorum, will not count
as votes cast at the Annual General Meeting. |
| | |
| ● | Proposal
No. 3—Auditor Ratification Proposal: The ratification of the appointment of BDO
USA, LLP requires an ordinary resolution under Cayman Islands law and the Charter, being
the affirmative vote of a simple majority of the votes cast by the holders of the outstanding
Ordinary Shares who are present in person or represented by proxy and vote thereon at the
Annual General Meeting. Abstentions and broker non-votes, while considered present for the
purposes of establishing a quorum, will not count as votes cast at the Annual General Meeting.
Brokers are entitled to vote on this proposal, and therefore broker non-votes are not expected
to exist and will have no effect on the outcome of this proposal. |
| | |
| ● | Proposal
No. 4—Adjournment Proposal: The approval of the adjournment of the Annual
General Meeting to a later date or dates, if necessary, 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 Articles Amendment Proposal, the Director Election Proposal and/or
the Auditor Ratification Proposal, which will only be presented at the Annual General Meeting
if, based on the tabulated votes, there are not sufficient votes at the time of the Annual
General Meeting to approve the aforementioned proposals, in which case the Adjournment Proposal
will be the only proposal presented at the Annual General Meeting, requires an ordinary resolution
under Cayman Islands law and the Charter, being the affirmative vote of a simple majority
of the votes cast by the holders of the outstanding Ordinary Shares who are present in person
or represented by proxy and vote thereon at the Annual General Meeting. Abstentions and broker
non-votes, while considered present for the purposes of establishing a quorum, will not count
as votes cast at the annual meeting. |
If
you do not want any of the proposals to be approved, you should vote against such proposal. A shareholder’s failure to vote by
proxy or to vote in person at the Annual General Meeting will not be counted towards the number of Ordinary Shares required to validly
establish a quorum. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count
as votes cast at the Annual General Meeting.
Voting
Our
board of directors is asking for your proxy. By signing, dating and returning the proxy card, you are authorizing the individual(s) named
on the proxy card to vote your shares at the Annual General Meeting in the manner you indicate. You may vote for, against or withhold
your vote for the proposal or you may abstain from voting. All valid proxies received will be voted, and where a shareholder 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” each of the proposals and as the proxy holders
may determine in their discretion with respect to any other matters that may properly come before the Annual General Meeting.
You
can vote your Ordinary Shares at the Annual General Meeting in person or by proxy. If you attend the Annual General Meeting and plan
to vote in person at the offices of the Company, you will be provided with a ballot at the Annual General Meeting. You may also attend
and vote at the Annual General Meeting by visiting https://www.cstproxy.com/shuaa/am2023 and entering the control number found
on your proxy card. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying
pre-addressed postage-paid envelope. If you hold your shares in “street name,” which means your shares are held of record
by a broker, bank or nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially
own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or,
if you wish to attend the Annual General Meeting and vote in person, obtain a legal proxy from your broker, bank or nominee authorizing
you to vote these shares and email a copy (a legible photograph is sufficient) of your proxy to proxy@continentalstock.com no later than
72 hours prior to the Annual General Meeting. Street name shareholders should contact their bank, broker or nominee for instructions
regarding obtaining a legal proxy.
Proxies
that are marked “abstain” and proxies relating to “street name” shares that are returned to us but marked by
brokers as “not voted” (so-called “broker non-votes”) will be treated as shares present for purposes of determining
the presence of a quorum. If a shareholder does not give the broker voting instructions, under applicable self-regulatory organization
rules, its broker may not vote its shares on “non-routine” matters, such as the Articles Amendment Proposal, the re-appointment
of Mr. Saleh Al Hashemi and Mr. Aashir Ahmed Siddiqui and the Adjournment Proposal.
Shareholders
who have questions or need assistance in completing or submitting their proxy cards should contact our proxy solicitor, Advantage Proxy,
Inc. (“Advantage Proxy”), at (206) 870-8565, toll free at (877) 870-8565 or by sending a letter to PO Box 10904, Yakina,
WA 98909, or by emailing ksmith@advantageproxy.com.
Revocability
of Proxies
Shareholders
may send a later-dated, signed proxy card to the Company’s board of directors at 190 Elgin Avenue, George Town, Grand Cayman, KY1-9008
Cayman Islands, so that it is received prior to the vote at the Annual General Meeting (which is scheduled to take place on December
12, 2023). Shareholders also may revoke their proxy by sending a notice of revocation to the Company’s board of directors, which
must be received prior to the vote at the Annual General Meeting. However, if your shares are held in “street name” by your
broker, bank or another nominee, you must contact your broker, bank or other nominee to change your vote.
Attendance
at the Annual General Meeting
The
Annual General Meeting will be held at 9:00 a.m. Eastern Time, on Tuesday, December 12, 2023, via a virtual meeting. Shareholders are
encouraged to attend the meeting virtually via live webcast online at https://www.cstproxy.com/shuaa/am2023. The virtual meeting
format allows attendance from any location in the world. You can attend the meeting, vote, and submit questions via live audio webcast
by visiting https://www.cstproxy.com/shuaa/am2023 and entering the control number found on your proxy card. You may submit your
proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage-paid envelope. If
you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should
contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard,
you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the Annual General
Meeting and vote in person, obtain a legal proxy from your broker, bank or nominee authorizing you to vote these shares and email a copy
(a legible photograph is sufficient) of your proxy to proxy@continentalstock.com no later than 72 hours prior to the Annual General Meeting.
Street name shareholders should contact their bank, broker or nominee for instructions regarding obtaining a legal proxy.
Solicitation
of Proxies
The
Company is soliciting proxies for use at the Annual General Meeting. All costs associated with this solicitation will be borne directly
by the Company. We have engaged Advantage Proxy to assist in the solicitation of proxies for the Annual General Meeting. We have agreed
to pay Advantage Proxy a fee of $8,500, plus disbursements, and will reimburse Advantage Proxy for its reasonable out-of-pocket expenses
and indemnify Advantage Proxy against certain losses, damages, expenses, liabilities or claims. We will also reimburse banks, brokers
and other custodians, nominees and fiduciaries representing beneficial owners of Class A Ordinary Shares for their expenses in forwarding
soliciting materials to beneficial owners of Class A Ordinary Shares and in obtaining voting instructions from those owners. Our directors
and officers may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional
amounts for soliciting proxies.
You
may contact Advantage Proxy at:
Advantage
Proxy, Inc.
PO Box 10904
Yakima, WA 98909
Attn: Karen Smith
Toll Free Telephone: (877) 870-8565
Main Telephone: (206) 870-8565
Email: ksmith@advantageproxy.com
Some
banks and brokers have customers who beneficially own Ordinary Shares 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 Ordinary Shares is deemed necessary, we (through our directors and officers)
anticipate making such solicitation directly.
Appraisal
and Dissenters’ Rights
Our
Charter does not provide for appraisal or other similar rights for dissenting shareholders in connection with any of the proposals to
be voted upon at the Annual General Meeting. Shareholders do not have dissenters’ rights in connection with any of the proposals
to be voted upon at the Annual General Meeting under Cayman Islands law.
Other
Business
Our
board of directors does not know of any other matters to be presented at the Annual General Meeting. If any additional matters are properly
presented at the Annual General Meeting, the persons named in the enclosed proxy card will have discretion to vote the shares they represent
in accordance with their own judgment on such matters.
Principal
Executive Offices
Our
principal executive offices are located at 190 Elgin Avenue, George Town, Grand Cayman, Cayman Islands. Our telephone number is +971
4 330 3600. Our corporate website address is https://www.spac.shuaa. Our website and the information contained on, or that can
be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this proxy statement.
BOARD
OF DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Our
business affairs are managed under the direction of our board of directors, which is currently composed of five members. Four of our
directors are independent within the meaning of the listing standards of the Nasdaq Stock Market LLC (“Nasdaq”).
Our
board of directors is divided into three classes, with only one class of directors being appointed in each year, and with each class
(except for those directors appointed prior to our first annual general meeting) serving a two-year term.
The
following table sets forth the names, ages as of October 25, 2023, and certain other information for the Class I directors, both
of whom are nominees for appointment as director at the Annual General Meeting and the Class II and III directors, all of whom are continuing
members of our board of directors:
Name |
|
Class |
|
Age |
|
Position |
|
Director
Since |
|
Current
Term Expiring |
|
Expiration
of Term for which Nominated |
Directors/Nominees |
|
|
|
|
|
|
|
|
|
|
|
|
Fawad
Tariq Khan |
|
III |
|
40 |
|
Chief
Executive Officer and Director |
|
2022 |
|
2025 |
|
— |
Aashir
Ahmed Siddiqui(1) |
|
I |
|
48 |
|
Director |
|
2022 |
|
2023 |
|
2025 |
Saleh
Al Hashemi, Ph.D.(1) |
|
I |
|
48 |
|
Director |
|
2022 |
|
2023 |
|
2025 |
Ali
Ojjeh(2)(3) |
|
II |
|
56 |
|
Director |
|
2022 |
|
2024 |
|
— |
Dhaen
Al Hameli(1)(2)(3) |
|
II |
|
39 |
|
Director |
|
2022 |
|
2024 |
|
— |
(1)
Member of Audit Committee
(2)
Member of Compensation Committee
(3)
Member of Nominating and Corporate Governance Committee
Nominees
for Class I Directors
Aashir
Ahmed Siddiqui, a member of our board of directors, is a tech investor with 20+ years of management, investment and board experience.
He has served on the board of directors since August 2020, and as a general partner since December 2021, at Sukna Ventures, a Riyadh-based
early-stage venture capital firm investing in digital transformation businesses. Mr. Siddiqui is also currently working with several
venture capital and private equity funds and startups, typically on the advisory board and/or investment committee as a coach or mentor,
including: Race Capital (formation stage enterprise infrastructure deep tech VC fund), Merus Capital (top quartile early stage enterprise
deep tech VC fund), Lumikai Fund I (India gaming and interactive media-focused VC fund), VI Partners (Swiss-based health sciences and
technology-focused VC firm), Zayn Frontier Capital (early-stage VC fund in Pakistan), and Unifonic (coach and mentor to the founders
since 2016 of a leading CPAAS business), among others. He was part of the global leadership team as a partner and member of the investment
committee at 500 Startups (now 500 Global) from November 2016 to March 2019, dividing time between San Francisco and the Middle East,
where he raised significant capital and was a partner on flagship funds. Prior to 500 Startups, Mr. Siddiqui was Group Vice President
and Global Head of M&A and Corporate Venture Capital from April 2006 to September 2014 at Etisalat Group, an Emirati-based multinational
telecommunications services provider, where he led and closed deals valued at approximately $15 billion, with approximately $7 billion
invested. From April 2015 to May 2016, he was a member of the investment committee of Mobily Ventures, a Riyadh-based venture capital
firm investing in high-tech startups, and was seconded from September 2014 to September 2016 as head of corporate development at Mobily,
a Saudi Arabian telecommunications services company. He was a founding board member and chairman of the investment committee from February
2013 to May 2017 at iMENA Group, an Emirati-based start-ups investment company. Mr. Siddiqui started his career as an entrepreneur in
the late 1990’s and was part of the early founding teams at several startups in the United States and United Kingdom, including
Asite.com (CommerceOne-powered enterprise e-procurement portal) and Instantreg.com (co-founded Santa Clara-based event registration business-to-business
software-as-a-service business now part of Nvolv). Mr. Siddiqui holds a Masters in Science in Software Development and a Bachelors of
Arts in Business Administration from Coventry University, UK, and he has attended several executive education programs at INSEAD, Massachusetts
Institute of Technology, Harvard Business School, including the Stanford VC Unlocked Program and the Stanford Idea-to-Market Program.
We
believe Mr. Siddiqui’s broad investment experience makes him well-qualified to serve as a member of our board of directors.
Saleh
Al Hashemi, Ph.D., a member of our board of directors, brings a 20+ years of experience working in senior leadership positions across
businesses, government, and academia. Dr. Al Hashemi became the Chairman of Dubai Islamic Insurance & Reinsurance Co. PJSC in March
2021 and has served as the Chairman of Reem Finance PJSC, an Abu Dhabi-based provider of innovative financing products for the MENA region,
since December 2016. Dr. Al Hashemi currently serves as the director of commercial and In-Country Value (ICV) program at Abu Dhabi National
Oil Company, since June 2021. He was the Chief Executive Officer of Algorythma, a world-class sustainable technology company, from July
2017 until June 2021, the Managing Director of Krypto Labs, a global innovation hub, Managing Director of Saal, an innovative applied
artificial intelligence company, from May 2017 until May 2021, as a member of the board of directors of Alef Education, an education
technology company, from January 2018 until January 2021, and as a member of the board of directors of Silicon Valley-based 500 Startups,
one of the most active global venture capital firms, from March 2018 until December 2020. He served from May 2011 until September 2016
as the Executive Director of Infrastructure and Environment at the General Secretariat of Abu Dhabi’s Executive Council. During
his tenure at the Executive Council, Dr. Al Hashemi was instrumental in advising the government in restructuring key infrastructure projects
and state-owned commercial enterprises to improve the use of sponsor capital and financing to better align these initiatives to the long-term
interests of the Emirate of Abu Dhabi. From September 2016 until July 2017, Dr. Al Hashemi was also the CEO and Managing Director of
Integrated Capital PJSC. In 2001, he led the development of the Petroleum Institute where he helped open several innovation and research
centers within the Abu Dhabi National Oil Company complex. Dr. Al Hashemi holds a Doctorate of Philosophy in Chemical Engineering from
Tufts University. He is a patented inventor and a published author in several peer-reviewed academic journals, including Science Magazine.
We
believe Mr. Al Hashemi’s broad executive experience makes him well-qualified to serve as a member of our board of directors.
Continuing
Class II Directors
Ali
Ojjeh, a member of our board of directors, brings an in-depth understanding of financial markets with specific expertise in the energy
and technology sectors. Mr. Ojjeh has served as the Chief Executive Officer and Managing Partner of The Capital Partnership (“TCP”),
an asset management and investment platform with $7 billion in assets under management, since he co-founded the company in 1998. During
that time, he also served as the chairman of TCP’s executive and investment committees and is currently a director of several private
TCP portfolio companies. Since July 2016, he has also served as the Executive Chairman of Northgate Capital, a venture capital and private
equity firm with $5 billion in assets under management. Northgate Capital is headquartered in San Francisco, with offices in London,
Mexico City, and Melbourne. Prior to co-founding TCP in 1998, Mr. Ojjeh worked in various departments at Goldman Sachs & Co. in New
York, including Equity Research, Equity Trading, Equity Proprietary Trading and Principal Investments. In 1996, he relocated to Morgan
Stanley in London, where he managed client portfolios at Morgan Stanley Asset Management. Mr. Ojjeh is active in education and serves
on the advisory boards of the Graduate School of Business (GSB) and the Freeman Spogli Institute for International Studies (FSI) at Stanford
University. Mr. Ojjeh holds a Bachelor of Science in Financial Economics from Carnegie-Mellon University and a Master of Business Administration
from Stanford Business School. He received the “Best article of the year” award from the Wharton Journal in 1988. Mr. Ojjeh
possesses a Series 7 NASD Registration and has been approved by the United Kingdom Financial Conduct Authority under section 59 of the
Financial Services and Markets Act of 2000 to perform certain controlled functions for TCP in the United Kingdom.
We
believe Mr. Ojjeh’s broad investment experience makes him well-qualified to serve as a member of our board of directors.
Dhaen
Al Hameli, a member of our board of directors, has served as the Executive Director of the Core Portfolio Department (“CPD”)
at the Abu Dhabi Investment Authority (“ADIA”), one of the world’s largest sovereign wealth funds, since January 2017.
As the Executive Director of CPD, which includes ADIA’s Central Treasury, Trading and the Total Portfolio Solutions Groups, Mr.
Al Hameli enables ADIA’s total portfolio management strategy through funding implementation, beta replication and execution. He
is responsible for the overall management of the CPD and is particularly involved in the areas of investment strategy, performance, risk,
and organizational development. Mr. Al Hameli joined ADIA in April 2006 as a Credit Analyst in the Fixed Income & Treasury Department.
During his time with the Credit team, he managed the Telecoms, Media, and Technology portfolio and covered-bond portfolio. In 2009, he
moved to the External Fixed Income team where he focused on hiring external managers alongside his day-to-day duties. In March 2011,
Mr. Al Hameli was promoted to Deputy Director of ADIA, a position he held until becoming Executive Director in 2017, and began managing
ADIA’s liquidity needs and cash investments in the short-term money markets, as well as overseeing a global portfolio of investment
across a broad range of fixed income securities. Mr. Al Hameli currently holds a number of additional active roles within ADIA, including
service as Second Vice Chair to the Management Committee and as a member of the Investment Committee. He also has extensive experience
serving on the boards of directors of notable institutions, including in his current position on the board of the Abu Dhabi Islamic Bank
(“ADIB”), which began in May 2019. He previously served on the board of the Abu Dhabi Investment Company from June 2015 until
May 2019, on the board of the Abu Dhabi Health Services Company from October 2014 until February 2018, and on the board of the Arab Investment
Company from June 2012 until June 2015. He completed the Executive Education, General Management Program at the Harvard Business School
in 2014 and graduated with a Bachelor of Science in Finance from Concordia University in Montreal in May 2006. He has been a CFA charter
holder since 2008.
We
believe Mr. Al Hameli’s broad investment experience makes him well-qualified to serve as a member of our board of directors.
Continuing
Class III Director
Fawad
Tariq Khan, our Chief Executive Officer and member of our board of directors, joined SHUAA Capital in 2014 and has served as a Managing
Director and head of its Investment Banking Group since September 2019, with responsibilities for SHUAA Capital’s advisory, capital
markets and credit business lines. He also serves on the board of directors of Northacre, a London-based luxury homebuilder, NCM Investment
Company, a global foreign exchange and commodities platform, and Anghami Inc., a leading MENA-based music streaming platform listed on
Nasdaq stock exchange. Mr. Khan started his career at Deloitte & Touche in September 2006 based out of London, before eventually
joining the Dubai office where he helped set up its Middle East debt advisory practice. He holds a Bachelor of Science in Computer Science
from University College Cork and a Master of Science in Business Studies from UCD Smurfit Business School. Mr. Khan also served in the
military police of the Irish Reserve Defense Forces.
We
believe Mr. Hudlin’s broad executive and investment experience makes him well-qualified to serve as a member of our board of directors.
Director
Independence
The
Nasdaq listing standards require that a majority of our board of directors be independent. An “independent director” is defined
generally as a person other than an executive officer or employee of the company or its subsidiaries or any other individual having a
relationship which, in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent
judgment in carrying out the responsibilities of a director. Our board of directors determined that a majority of our board of directors,
consisting of Aashir Ahmed Siddiqui, Saleh Al Hashemi, Ali Ojjeh and Dhaen Al Hameli, are “independent directors” as defined
in the Nasdaq listing standards. Our independent directors have regularly scheduled meetings at which only independent directors are
present.
Board
Meetings and Committees
During
the fiscal year ended December 31, 2022, neither our board of directors nor any of its committee held any formal meetings.
Although
we do not have a formal policy regarding attendance by members of our board of directors at annual general meetings of shareholders,
we encourage, but do not require, our directors to attend.
Our
board of directors has established an audit committee, a compensation committee and a nominating and corporate governance committee.
The composition and responsibilities of each of the committees of our board of directors is described below. Members will serve on these
committees until their resignation or until as otherwise determined by our board of directors.
Audit
Committee
We
have established an audit committee of the board of directors. The members of our audit committee are Aashir Ahmed Siddiqui, Dhaen Al
Hameli and Dr. Saleh Al Hashemi, and Dhaen Al Hameli serves as chairman of the audit committee.
Each
member of the audit committee is financially literate and our board of directors has determined that Dhaen Al Hameli qualifies as an
“audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial management
expertise.
We
have adopted an audit committee charter, which details the purpose and principal functions of the audit committee, including:
| ● | assisting
board oversight of (1) the integrity of our financial statements, (2) our compliance with
legal and regulatory requirements, (3) our independent auditor’s qualifications and
independence, and (4) the performance of our internal audit function and independent auditors; |
| | |
| ● | the
appointment, compensation, retention, replacement, and oversight of the work of the independent
auditors and any other independent registered public accounting firm engaged by us; |
| ● | pre-approving
all audit and non-audit services to be provided by the independent auditors or any other
registered public accounting firm engaged by us, and establishing pre-approval policies and
procedures; |
| ● | reviewing
and discussing with the independent auditors all relationships the auditors have with us
in order to evaluate their continued independence; |
| | |
| ● | setting
clear hiring policies for employees or former employees of the independent auditors; |
| | |
| ● | setting
clear policies for audit partner rotation in compliance with applicable laws and regulations; |
| | |
| ● | obtaining
and reviewing a report, at least annually, from the independent auditors describing (1) the
independent auditor’s internal quality-control procedures and (2) any material issues
raised by the most recent internal quality-control review, or peer review, of the audit firm,
or by any inquiry or investigation by governmental or professional authorities, within the
preceding five years respecting one or more independent audits carried out by the firm and
any steps taken to deal with such issues; |
| | |
| ● | meeting
to review and discuss our annual audited financial statements and quarterly financial statements
with management and the independent auditor, including reviewing our specific disclosures
under “Management’s Discussion and Analysis of Financial Condition and Results
of Operations”; |
| | |
| ● | reviewing
and approving any related party transaction required to be disclosed pursuant to Item 404
of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and |
| | |
| ● | reviewing
with management, the independent auditors, and our legal advisors, as appropriate, any legal,
regulatory or compliance matters, including any correspondence with regulators or government
agencies and any employee complaints or published reports that raise material issues regarding
our financial statements or accounting policies and any significant changes in accounting
standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other
regulatory authorities. |
Compensation
Committee
We
have established a compensation committee of the board of directors. The members of our compensation committee are Ali Ojjeh and Dhaen
Al Hameli, and Ali Ojjeh serves as chairman of the compensation committee. We have adopted a compensation committee charter, which details
the purpose and responsibility of the compensation committee, including:
| ● | reviewing
and approving on an annual basis the corporate goals and objectives relevant to our Chief
Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance
in light of such goals and objectives and determining and approving the remuneration (if
any) of our Chief Executive Officer based on such evaluation; |
| ● | reviewing
and making recommendations to our board of directors with respect to the compensation, and
any incentive-compensation and equity-based plans that are subject to board approval of all
of our other officers; |
| | |
| ● | reviewing
our executive compensation policies and plans; |
| | |
| ● | implementing
and administering our incentive compensation equity-based remuneration plans; |
| | |
| ● | assisting
management in complying with our proxy statement and annual report disclosure requirements; |
| | |
| ● | approving
all special perquisites, special cash payments and other special compensation and benefit
arrangements for our officers and employees; |
| | |
| ● | producing
a report on executive compensation to be included in our annual proxy statement; and |
| | |
| ● | reviewing,
evaluating and recommending changes, if appropriate, to the remuneration for directors. |
The
charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant,
independent legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work
of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other
adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and
the SEC.
Nominating
and Corporate Governance Committee
We
have established a nominating and corporate governance committee of the board of directors. The members of our nominating and corporate
governance committee are Ali Ojjeh and Dhaen Al Hameli, and Dhaen Al Hameli serves as chair of the nominating and corporate governance
committee. We have adopted a nominating and corporate governance committee charter, which details the purpose and responsibilities of
the nominating and corporate governance committee, including:
| ● | identifying,
screening and reviewing individuals qualified to serve as directors, consistent with criteria
approved by the board of directors, and recommending to the board of directors candidates
for nomination for appointment at the annual general meeting or to fill vacancies on the
board of directors; |
| | |
| ● | developing
and recommending to the board of directors and overseeing implementation of our corporate
governance guidelines; |
| | |
| ● | coordinating
and overseeing the annual self-evaluation of the board of directors, its committees, individual
directors and management in the governance of the company; and |
| | |
| ● | reviewing
on a regular basis our overall corporate governance and recommending improvements as and
when necessary. |
The
charter also provides that the nominating and corporate governance committee may, in its sole discretion, retain or obtain the advice
of, and terminate, any search firm to be used to identify director candidates, and will be directly responsible for approving the search
firm’s fees and other retention terms.
We
have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess.
In general, in identifying and evaluating nominees for director, the board of directors considers educational background, diversity of
professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent
the best interests of our shareholders. Prior to our initial business combination, holders of our public shares will not have the right
to recommend director candidates for nomination to our board of directors.
Code
of Ethics
We
have adopted a Code of Ethics applicable to our directors, officers and employees. You will be able to review this document by accessing
our public filings at the SEC’s website at www.sec.gov and a copy of the Code of Ethics will be provided without charge
upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report
on Form 8-K.
Compensation
Committee Interlocks and Insider Participation
None
of our executive officers currently serves, and in the past year has not served, as a member of the compensation committee of any entity
that has one or more officers serving on our board of directors.
Communications
with our Board of Directors
Interested
parties wishing to communicate with our board of directors or with an individual member or members of our board of directors may do so
by writing to our board of directors or to the particular member or members of our board of directors, and mailing the correspondence
to SHUAA Partners Acquisition Corp I, 190 Elgin Avenue, George Town, Grand Cayman, Cayman Islands. Each communication should set forth
(i) the name and address of the shareholder, as it appears on our books, and if the shares are held by a nominee, the name and address
of the beneficial owner of such shares, and (ii) the number of shares that are owned of record by the record holder and beneficially
by the beneficial owner. Our management, in consultation with appropriate members of our board of directors as necessary, will review
all incoming communications and, if appropriate, all such communications will be forwarded to the appropriate member or members of our
board of directors, or if none is specified, to the Chairman of our board of directors.
Executive
Officer and Director Compensation
None
of our executive officers or directors have received any cash compensation for services rendered to the Company. Until consummation of
an initial business combination, the Company will pay our Sponsor or an affiliate an aggregate fee of $10,000 per month for office space
and secretarial and administrative services. However, this arrangement is solely for the benefit of the Company and is not intended to
provide any of our directors or executive officers with compensation in lieu of a salary.
In
addition, in March 2022, our Sponsor transferred 20,000 founder shares to each of the Company’s four independent directors, with
an aggregate grant date fair value per independent director of $80. On June 1, 2023, the holders of the Company’s outstanding founder
shares, including each independent director, converted all outstanding founder shares into Class A Ordinary Shares. Notwithstanding the
conversions, such holders will not be entitled to receive any monies held in the Company’s trust account as a result of their ownership
of any Class A Ordinary Shares issued upon conversion of the founder shares.
After
the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting,
management or other compensation from the combined company. All compensation will be fully disclosed to shareholders, to the extent then
known, in the tender offer materials or proxy solicitation materials furnished to our shareholders in connection with a proposed business
combination. It is unlikely the amount of such compensation will be known at the time because the directors of the post-combination business
will be responsible for determining executive officer and director compensation. Any compensation to be paid to our officers after the
completion of our initial business combination will be determined by a compensation committee constituted solely by independent directors.
We
are not party to any agreements with our directors and officers that provide for benefits upon termination of employment. The existence
or terms of any such employment or consulting arrangements may influence our management’s motivation in identifying or selecting
a target business, and we do not believe that the ability of our management to remain with us after the consummation of our initial business
combination should be a determining factor in our decision to proceed with any potential business combination.
Legal
Proceedings
None.
Periodic
Reporting and Audited Financial Statements
The
Company has registered its securities under the Exchange Act and has reporting obligations, including the requirement to file annual
and quarterly reports with the SEC. In accordance with the requirements of the Exchange Act, the Company’s annual reports contain
financial statements audited and reported on by the Company’s independent registered public accounting firm. The Company has most
recently filed with the SEC its Quarterly Report on Form 10-Q, as amended, covering the quarter ended June 30, 2023.
PROPOSAL
NO. 1
ARTICLES AMENDMENT PROPOSAL
The
Company is proposing to amend its Charter such that, in the event that there are no Class B Ordinary Shares outstanding, the holders
of the Class A Ordinary Shares will have the right to vote on the election of the Company’s directors.
On
June 1, 2023, the holders of the Company’s outstanding Class B Ordinary Shares converted all outstanding founder shares into Class
A Ordinary Shares. Without the proposed amendment to the Charter, the Company would not have any shareholders permitted to vote on the
election or removal of the Company’s directors under its Charter.
Vote
Required
The
approval of the Articles Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at
least a two-thirds (2/3) majority of the votes cast by the holders of the issued Ordinary Shares who are present in person or represented
by proxy and entitled to vote thereon, and who vote thereon, at the Annual General Meeting. Abstentions and broker non-votes will be
considered present for the purposes of establishing a quorum but, as a matter of Cayman Islands law, will not constitute votes cast at
the Annual General Meeting and therefore will have no effect on the approval of the Articles Amendment Proposal.
Full
Text of the Resolution
“RESOLVED,
as a special resolution, that:
Article
97 of the Company’s amended and restated memorandum and articles of association, as amended (the “Charter”) be amended
by deleting the following sentence of such section:
Prior
to an initial Business Combination, and subject to the terms of any Preference Shares, only holders of Class B Shares will have the right
to vote on the election of Directors pursuant to Article 96 or the removal of the Directors pursuant to Article 115.
and
replacing it with the following:
Prior
to an initial Business Combination, and subject to the terms of any Preferences Shares, only holders of Class B Shares will have the
right to vote on the election of Directors pursuant to Article 96 or the removal of the Directors pursuant to Articles 115, and should
there be no Class B Shares in issue then the holders of the Class A Shares will have the right to vote on the election of Directors pursuant
to Article 96 or the removal of the Directors pursuant to Article 115.”
THE
BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE ARTICLES AMENDMENT PROPOSAL.
PROPOSAL
NO. 2
DIRECTOR ELECTION PROPOSAL
Our
board of directors is currently composed of five members. At the Annual General Meeting, we are asking the shareholders of the Company
to re-elect two Class I directors for a two-year term. Each director’s term continues until the appointment and qualification of
his or her successor, or such director’s earlier death, resignation, retirement, disqualification or removal.
Nominees
Our
independent directors have recommended, and our board of directors has approved, both Mr. Saleh Al Hashemi and Mr. Aashir Ahmed Siddiqui
as nominees for re-appointment as Class I directors on our board of directors at the Annual General Meeting. If re-appointed, both Mr.
Saleh Al Hashemi and Mr. Aashir Ahmed Siddiqui will serve as a director until the 2025 annual general meeting, until a successor is duly
appointed and qualified, or until their earlier death, resignation or removal. Mr. Saleh Al Hashemi and Mr. Aashir Ahmed Siddiqui are
currently directors of the Company. For information concerning the nominees, please see the section titled “Board of Directors,
Executive Officers and Corporate Governance.”
If
you are a shareholder of record and you sign and date your proxy card but do not give instructions with respect to the voting on the
Director Election Proposal, your shares will be voted “FOR” the re-appointment of Mr. Saleh Al Hashemi and Mr. Aashir Ahmed
Siddiqui; however, in the event that a director nominee is unable or declines to serve as a director at the time of the Annual General
Meeting, the proxies will be voted for any nominee who shall be designated by our board of directors to fill such vacancy. If you are
a street name shareholder and you do not give voting instructions to your broker or nominee, your broker will leave your shares un-voted
on this matter.
Vote
Required
The
re-appointment of the Class I directors must be approved (after giving effect to the Articles Amendment Proposal) by an ordinary resolution
of the holders of our Ordinary Shares under Cayman Islands law and, subject to adoption of the Articles Amendment Proposal, our Charter
(as amended thereby), being the affirmative vote of a simple majority of the votes cast by the holders of the outstanding Class A Ordinary
Shares who are present in person or represented by proxy and vote thereon at the Annual General Meeting. Abstentions and broker non-votes,
while considered present for the purposes of establishing a quorum, will not count as votes cast at the Annual General Meeting.
Full
Text of the Resolution
“RESOLVED,
as an ordinary resolution, that each of Mr. Saleh Al Hashemi and Mr. Aashir Ahmed Siddiqui be re-appointed as a Class I director on the
Company’s board of directors to serve until the 2025 annual general meeting of the Company, until their respective successors are
duly appointed and qualified, or until their earlier death, resignation or removal.”
THE
BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE NOMINEES NAMED ABOVE AND DIRECTOR ELECTION PROPOSAL.
PROPOSAL
NO. 3
AUDITOR RATIFICATION PROPOSAL
We
are asking the shareholders to ratify by ordinary resolution the appointment of BDO USA, LLP as the independent registered public accounting
firm of the Company for the fiscal year ending December 31, 2023. The audit committee is directly responsible for appointing the Company’s
independent registered public accounting firm. The audit committee is not bound by the outcome of this vote. However, if the shareholders
do not ratify the selection of BDO USA, LLP as our independent registered public accounting firm for the fiscal year ending December
31, 2023, our audit committee may reconsider the selection of BDO USA, LLP as our independent registered public accounting firm.
BDO
USA, LLP served as the independent registered public accounting firm of the Company for the fiscal years ended December 31, 2022 and
December 31, 2021. Representatives of BDO USA, LLP are expected to be present at the Annual General Meeting, will have the opportunity
to make a statement if they desire to do so and are expected to be available to respond to appropriate questions. If our shareholders
do not ratify the appointment of BDO USA, LLP, our board of directors may reconsider the appointment.
Fees
Paid to the Independent Registered Public Accounting Firm
Fees
for professional services provided by our independent registered public accounting firm since inception include:
| |
For the Fiscal Year ended December 31, 2022 | | |
For the Period ended December 31, 2021 | |
Audit fees(1) | |
$ | 200,000 | | |
$ | 200,000 | |
(1) | Audit
fees. Audit fees consist of fees billed for professional services rendered for the audit
of our year-end financial statements, valuation services and services that are normally provided
by our independent registered public accounting firm in connection with statutory and regulatory
filings. |
Auditor
Independence
During
the fiscal year ended December 31, 2022 and the period ended December 31, 2021, there were no other professional services provided by
BDO USA, LLP, other than those listed above, that would have required our audit committee to consider their compatibility with maintaining
the independence of BDO USA, LLP.
Audit
Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm
The
audit committee is responsible for appointing, setting compensation and overseeing the work of the independent auditors. In recognition
of this responsibility, the audit committee shall review and, in its sole discretion, pre-approve all audit and permitted non-audit services
to be provided by the independent auditors as provided under the audit committee charter.
Vote
Required
The
ratification of the appointment of BDO USA, LLP requires an ordinary resolution under Cayman Islands law and the Charter, being the affirmative
vote of a simple majority of the votes cast by the holders of the outstanding Ordinary Shares who are present in person or represented
by proxy and vote thereon at the Annual General Meeting. Abstentions and broker non-votes, while considered present for the purposes
of establishing a quorum, will not count as votes cast at the annual meeting. Brokers are entitled to vote on this proposal, and therefore
broker non-votes are not expected to exist and will have no effect on the outcome of this proposal.
Full
Text of the Resolution
“RESOLVED,
as an ordinary resolution, that the appointment of BDO USA, LLP, as the independent registered public accounting firm of the Company
for the fiscal year ending December 31, 2023 be ratified, approved and confirmed in all respects.”
THE
BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF BDO USA, LLP, AND THE APPROVAL OF THE AUDITOR
RATIFICATION PROPOSAL.
REPORT
OF THE AUDIT COMMITTEE
The
audit committee has reviewed and discussed our audited financial statements with management and has discussed with our independent registered
public accounting firm the matters required to be discussed by Statement on Auditing Standard No. 1301, as adopted by the Public Company
Accounting Oversight Board (the “PCAOB”). Additionally, the audit committee has received the written disclosures from our
independent registered public accounting firm, as required by the applicable requirements of the PCAOB regarding our independent registered
public accounting firm’s communications with the audit committee concerning independence and has discussed with the independent
registered public accounting firm the independent registered public accounting firm’s independence. Based upon such review and
discussion, the audit committee recommended to our board of directors that the audited financial statements be included in our Annual
Report on Form 10-K for the fiscal year ended December 31, 2022 for filing with the SEC.
|
Submitted
by: |
|
Audit
Committee of our Board of Directors |
|
Dhaen
Al Hameli |
|
Saleh
Al Hashemi, Ph.D. |
|
Aashir
Ahmed Siddiqui |
The
information contained in this Audit Committee Report shall not be deemed to be “soliciting material” or “filed”
or incorporated by reference in future filings with the SEC, or subject to the liabilities of Section 18 of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), except to the extent that the Company specifically requests that the information
be treated as soliciting material or specifically incorporates it by reference into a document filed under the Securities Act of 1933,
as amended (the “Securities Act”), or the Exchange Act.
PROPOSAL
NO. 4
THE ADJOURNMENT PROPOSAL
Overview
The
Adjournment Proposal, if adopted, will allow our board of directors to adjourn the Annual General Meeting to a later date or dates 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 Articles Amendment Proposal, the Director Election Proposal and/or the Auditor Ratification Proposal. The Adjournment
Proposal will only be presented at the Annual General Meeting if, based on the tabulated votes, there are not sufficient votes at the
time of the Annual General Meeting to approve the aforementioned proposals, in which case the Adjournment Proposal will be the only proposal
presented at the Annual General Meeting.
Consequences
if the Adjournment Proposal Is Not Approved
If
the Adjournment Proposal is not approved by our shareholders, our board of directors may not be able to adjourn the Annual General Meeting
to a later date in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Articles Amendment
Proposal, the Director Election Proposal and/or the Auditor Ratification Proposal.
Vote
Required
The
Adjournment Proposal requires an ordinary resolution under Cayman Islands law and the Charter, being the affirmative vote of a simple
majority of the votes cast by the holders of the outstanding Ordinary Shares who are present in person or represented by proxy and vote
thereon at the Annual General Meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a
quorum, will not count as votes cast at the annual meeting.
Full
Text of the Resolution
“RESOLVED,
as an ordinary resolution, that the adjournment of the annual general meeting to a later time, date and place to be determined by the
chairman of the annual general meeting be and is hereby authorized and approved.”
OUR
BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE ADJOURNMENT PROPOSAL.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth information available to us as of October 25, 2023, with respect to our Ordinary Shares held by:
| ● | each
person known by us to be the beneficial owner of more than 5% of our outstanding Ordinary
Shares; |
| | |
| ● | each
of our directors and executive officers that beneficially owns Ordinary Shares; and |
| | |
| ● | all
our directors and executive officers as a group. |
Unless
otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to the Ordinary
Shares beneficially owned by them. The following table does not reflect beneficial ownership of the private placement warrants or the
public warrants included in the units offered in our initial public offering as these warrants are not exercisable within 60 days of
the date hereof.
Unless
otherwise noted, the beneficial ownership of our Class A Ordinary Shares and Class B Ordinary Shares is based on 5,281,612 Ordinary Shares
issued and outstanding as of October 25, 2023, consisting of 5,281,612 Class A Ordinary Shares and zero Class B Ordinary Shares.
This table is based on information supplied by officers, directors and shareholders and by Schedules 13D and Schedules 13G, if any,
filed with the SEC.
Name and Address of Beneficial Owner(1) | |
Amount and Nature of Beneficial Ownership | | |
Approximate Percentage of Outstanding Ordinary Shares(2) | |
Directors and Executive Officers | |
| | | |
| | |
Fawad Tariq Khan(3) | |
| 2,636,250 | | |
| 49.9 | % |
Mohammad El Beitam | |
| — | | |
| — | |
Ali Ojjeh | |
| 20,000 | | |
| 3.8 | % |
Dhaen Al Hameli | |
| 20,000 | | |
| 3.8 | % |
Saleh Al Hashemi, Ph.D. | |
| 20,000 | | |
| 3.8 | % |
Aashir Ahmed Siddiqui | |
| 20,000 | | |
| 3.8 | % |
All directors and executive officers of the Company as a group (six individuals) | |
| 2,716,250 | | |
| 51.4 | % |
5% Shareholders | |
| | | |
| | |
SHUAA SPAC Sponsor I LLC (our Sponsor)(3) | |
| 2,636,250 | | |
| 49.9 | % |
Glazer Capital, LLC(4) | |
| 320,317 | | |
| 6.1 | % |
(1) |
Unless otherwise noted,
the business address of each of our shareholders is 190 Elgin Avenue, George Town, Grand Cayman, KY1-9008 Cayman Islands. |
|
|
(2) |
Interests shown consist
solely of Class A Ordinary Shares; on June 1, 2023, the holders of the Company’s outstanding Class B Ordinary Shares converted
all outstanding Class B Ordinary Shares into Class A Ordinary Shares. |
|
|
(3) |
SHUAA SPAC Sponsor I LLC,
our Sponsor, is the record holder of 2,636,250 of the Class A Ordinary Shares reported herein. Mr. Khan may be deemed to beneficially
own shares held by our sponsor as Chief Executive Officer of our Sponsor. Mr. Khan disclaims beneficial ownership of our Ordinary
Shares held by our Sponsor. Each of the identified officers are employees of SHUAA Capital and will receive future compensation from
SHUAA Capital, including bonuses based on our performance |
|
|
(4) |
The securities reported
herein are held by certain funds and accounts to which Glazer Capital, LLC, a Delaware limited liability company (“Glazer”),
serves as investment manager, Mr. Paul J. Glazer serves as the Managing Member of Glazer, based solely on Amendment No. 1 to the
Schedule 13G filed by Glazer with the SEC on September 11, 2023 (the “Glazer 13G”). The business address of Glazer Capital,
LLC is 250 West 55th Street, Suite 30A, New York, New York 10019. |
Our
Initial Shareholders beneficially own approximately 51.4% of our issued and outstanding Ordinary Shares. Because of its ownership block,
our Sponsor may be able to effectively influence the outcome of all other matters requiring approval by our shareholders, including amendments
to our Charter and approval of significant corporate transactions.
The
founder shares, private placement warrants and any Class A Ordinary Shares issued upon conversion or exercise thereof are each subject
to transfer restrictions pursuant to lock-up provisions in the agreement entered into by our sponsor and management team. Our initial
shareholders, directors and officers have agreed not to transfer, assign or sell any of their founder shares (or Class A Ordinary Shares
issued upon conversion or exercise thereof) until the earliest of (A) one year after the completion of our initial business combination
and (B) subsequent to our initial business combination, (x) if the closing price of our Class A Ordinary Shares equals or exceeds $12.00
per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and other similar transactions)
for any 20 trading days within any 30-trading day period commencing at least 180 days after our initial business combination, or (y)
the date on which we complete a liquidation, merger, share exchange, reorganization or other similar transaction that results in all
of our public shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property. The private
placement warrants and the respective Class A Ordinary Shares underlying such warrants are not transferable or salable until 30 days
after the completion of our initial business combination. The foregoing restrictions are not applicable to transfers (a) to our directors
or officers or those of the underwriters (including persons that become a director or officer substantially contemporaneously with such
transfer), any affiliates or family members of any of such directors or officers or those of the underwriters, any members, partners,
consultants or employees of our sponsor (or former Sponsor if such transfer occurs after the dissolution of our sponsor) or the underwriters,
or any affiliates of our Sponsor (or former Sponsor if such transfer occurs after the dissolution of our sponsor) or the underwriters,
(b) in the case of an individual, by gift to a member of the individual’s immediate family or to a trust, the beneficiary of which
is a member of the individual’s immediate family or an affiliate of such person, or to a charitable organization; (c) in the case
of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant
to a qualified domestic relations order; (e) by private sales or transfers made in connection with the consummation of a business combination
at prices no greater than the price at which the securities were originally purchased; (f) in the event of our liquidation prior to our
completion of our initial business combination; (g) in the case of an entity, by virtue of the laws of its jurisdiction or its organizational
documents or operating agreement; or (h) in the event of our completion of a liquidation, merger, share exchange, reorganization or other
similar transaction which results in all of our shareholders having the right to exchange their Class A Ordinary Shares for cash, securities
or other property subsequent to our completion of our initial business combination; provided, however, that in the case of clauses (a)
through (e) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions.
RELATED
PARTY TRANSACTIONS
Founder
Shares
On
October 8, 2021, the Sponsor paid $25,000, or approximately $0.004 per share, to cover certain offering costs in consideration for 5,750,000
founder shares, par value $0.0001. On February 22, 2022, the Sponsor surrendered an aggregate of 2,875,000 founder shares, thereby resulting
in 2,875,000 remaining founder shares held by the Sponsor.
On
March 1, 2022, the Sponsor approved the transfer of 20,000 founder shares at their original purchase price to each of Mr. Ojjeh, Mr.
Siddiqui, Mr. Al Hameli and Dr. Al Hashemi (collectively, the “Independent Directors”). The founder shares held by the Independent
Directors were not subject to forfeiture in the event the Underwriters’ over-allotment option was not exercised. The fair value
of the 80,000 shares transferred to the Independent Directors was approximately $560,000 or $7.00 per share. The Company recognized $560,000
stock-based compensation expenses for the year ended December 31, 2022, as these founder shares transferred to Independent Directors
are not subject to any performance obligations.
On
March 15, 2022, following the partial exercise of the over-allotment option, the Underwriters forfeited the balance of the over-allotment
option, resulting in the forfeiture of 158,750 founder shares by the Sponsor. On June 1, 2023, in connection with the amendment to the
Company’s Charter, the holders of the Company’s 2,716,250 founder shares converted all such founders shares into Class A
Ordinary Shares.
The
Company’s initial shareholders, directors and officers have agreed not to transfer, assign or sell any of their founder shares
(or Class A Ordinary Shares issued upon conversion or exercise thereof) until the earlier to occur of: (A) one year after the completion
of the initial business combination; and (B) subsequent to the initial business combination (x) if the last reported sale price of the
Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, consolidations,
reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30 trading day period commencing
at least 180 days after the initial business combination or (y) the date on which the Company completes a liquidation, merger, share
exchange, reorganization or other similar transaction that results in all of its public shareholders having the right to exchange their
Class A Ordinary Shares for cash, securities or other property.
Private
Placement Warrants
Simultaneously
with the closing of our initial public offering, the Company consummated the Private Placement of 6,765,000 Private Placement Warrants,
at a price of $1.00 per Private Placement Warrant, with the Sponsor, generating gross proceeds of $6,765,000. On March 8, 2022, in connection
with the underwriters’ exercise of their over-allotment option, the Company consummated the Private Placement of an additional
346,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant, with the Sponsor, generating gross proceeds of
$346,000.
Each
whole Private Placement Warrant is exercisable for one whole Class A Ordinary Share at a price of $11.50 per share. A portion of the
proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from our initial public offering held
in the Trust Account. If the Company does not complete a business combination by the November 4, 2023 (or until June 4, 2024 if the Company
further extends the period of time to consummate its initial business combination), the Private Placement Warrants will expire worthless.
The
Sponsor, subject to limited exceptions, has agreed not to transfer, assign or sell any of their Private Placement Warrants until 30 days
after the completion of the initial business combination.
Related
Party Loans
On
October 8, 2021, the Sponsor agreed to loan the Company up to $1,000,000 to be used for a portion of the expenses of our initial public
offering. These loans were non-interest bearing, unsecured and due at the earlier of May 30, 2022 or the closing of our initial public
offering. The promissory note was repaid on March 8, 2022 and subsequently terminated.
On
June 1, 2023, the Company issued an unsecured promissory note (the “Extension Promissory Note”) in the total principal amount
of up to $840,000 to the Sponsor. The Sponsor funded the initial principal amount of $210,000 under the Extension Promissory Note on
July 6, 2023, and on October 4, 2023, the Sponsor funded the principal amount of $70,000 under the Extension Promissory Note.
The
Extension Promissory Note does not bear interest and matures upon closing of the Company’s initial business combination. In the
event that the Company does not consummate a business combination, the Extension Promissory Note will be repaid only from funds held
outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven. If the Company does complete an initial business
combination, the Company will, at the option of the Sponsor, repay such loaned amounts out of the proceeds of the Trust Account released
to the Company or convert a portion or all of the total loan amount into warrants at a price of $1.00 per warrant, which warrants will
be identical to those Private Placement Warrants sold to the Sponsor by the Company in connection with the initial public offering.
In
order to finance transaction costs in connection with an initial business combination, the Company issued a promissory note (the “Working
Capital Note”) in the principal amount of up to $1,000,000 to the Sponsor to fund the Company’s ongoing working capital needs.
As of October 16, 2023, the Company had $180,000 of outstanding borrowings under the Working Capital Note. The Working Capital Note bears
no interest and is due and payable upon the date on which the Company’s initial business combination is consummated. If the Company
does not consummate an initial business combination by June 4, 2024, the Working Capital Note will not be repaid and all amounts owed
thereunder will be forgiven except to the extent that the Company has funds available outside of its trust account. The issuance of the
Promissory Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
Administrative
Support Agreement
The
Company entered into an administrative services agreement pursuant to which they will pay the Sponsor a total of $10,000 per month for
certain office space and administrative and support services.
Policy
for Approval of Related Party Transactions
Acting
upon the recommendation of our audit committee, our board of directors adopted a policy setting forth the policies and procedures for
the audit committee’s review and approval or ratification of “Related Person Transaction.” A “Related Person
Transaction” is any consummated or proposed transaction or series of transactions: (1) involving an amount in excess of $120,000
in which the Company is or will be a participant and in which a “Related Person” has or will have a direct or indirect material
interest, including without limitation any financial transaction, arrangement or relationship (including any indebtedness or guarantee
of indebtedness) or (2) that would need to be disclosed under Item 404(a) of Regulation S-K. “Related parties” under this
policy will include: (i) our executive officers, directors and director nominees, (ii) a beneficial owner of more than 5% of any class
of our voting securities, and (iii) any immediate family member of, or any entity controlled by, any of the persons identified in clauses
(i) or (ii).
Pursuant
to the policy, the audit committee will consider (i) the size of the transaction and the amount payable to a Related Person; (ii) the
nature of the interest of the Related Person in the transaction; (iii) whether the transaction may involve a conflict of interest; and
(iv) whether the transaction involves the purchase or sale of assets by the Company or the provision of goods or services to the Company,
and, if so, whether the transaction is on terms and made under circumstances that are at least as favorable to the Company as would be
available in comparable transactions with or involving unaffiliated third parties. Management will present to the audit committee each
proposed related party transaction, including all relevant facts and circumstances relating thereto. Under the policy, we may consummate
related party transactions only if our audit committee approves or ratifies the transaction in accordance with the guidelines set forth
in the policy. The policy will not permit any director or executive officer to participate in the discussion of, or decision concerning,
a related person transaction in which he or she is the related party.
WHERE
YOU CAN FIND MORE INFORMATION
We
file reports, proxy statements and other information with the SEC as required by the Exchange Act. You can read the Company’s SEC
filings, including this proxy statement, over the Internet at the SEC’s website at www.sec.gov. Those filings are also available
free of charge to the public on, or accessible through, the Company’s corporate website at https://www.spac.shuaa.com. The
Company’s website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated
by reference in, and is not considered part of, this proxy statement.
If
you would like copies of this proxy statement or if you have questions about the proposals to be presented at the Annual General Meeting,
you should contact the Advantage Proxy at the following address and telephone number:
Advantage
Proxy, Inc.
PO Box 10904
Yakima, WA 98909
Attn: Karen Smith
Toll Free Telephone: (877) 870-8565
Main Telephone: (206) 870-8565
Email: ksmith@advantageproxy.com
If
you are a shareholder of the Company and would like to request documents, please do so by December 5, 2023 (one week prior to the Annual
General Meeting), in order to receive them before the Annual General Meeting. If you request any documents from us, we will mail them
to you by first class mail, or another equally prompt means.
OTHER
MATTERS
Fiscal
Year 2022 Annual Report and SEC Filings
Our
financial statements for the year ended December 31, 2022, are included in our Annual Report on Form 10-K, filed with the SEC on March
31, 2023 (our “Annual Report”). This proxy statement and our Annual Report are available from the SEC at its website at www.sec.gov.
You may also obtain a copy of our Annual Report without charge by sending a written request to SHUAA Partners Acquisition Corp I, 190
Elgin Avenue, George Town, Grand Cayman, Cayman Islands.
SHAREHOLDER
PROPOSALS
In
addition to any other applicable requirements, for business to be properly brought before an annual meeting by a shareholder, our Charter
provides that to be timely, a shareholder notice must be received at our principal executive offices not less than 120 calendar days
prior to the date of our proxy statement released to shareholders in connection with the prior year’s annual general meeting or,
if we did not hold an annual general meeting the previous year, or if the date of the current year’s annual general meeting has
been changed by more than 30 days from the date of the previous year’s annual general meeting, then the deadline shall be set by
the board of directors with such deadline being a reasonable time before we begin to print and send our related proxy materials.
The
Board is aware of no other matter that may be brought before the annual meeting.
HOUSEHOLDING
INFORMATION
Unless
the Company has received contrary instructions, the Company may send a single copy of this proxy statement to any household at which
two or more shareholders reside if it believes the shareholders are members of the same family. This process, known as “householding,”
reduces the volume of duplicate information received at any one household and helps to reduce the Company’s expenses. However,
if shareholders prefer to receive multiple sets of the Company’s disclosure documents at the same address this year or in future
years, the shareholders should follow the instructions described below. Similarly, if an address is shared with another shareholders
and together both of the shareholders would like to receive only a single set of the Company’s disclosure documents, the shareholders
should follow these instructions:
| ● | If
the shares are registered in the name of the shareholder, the shareholder should contact
us at our offices at SHUAA Partners Acquisition Corp I, 190 Elgin Avenue, George Town, Grand
Cayman, Cayman Islands, to inform us of his or her request; or |
| | |
| ● | If
a bank, broker or other nominee holds the shares, the shareholder should contact the bank,
broker or other nominee directly. |
*
* *
Our
board of directors does not know of any other matters to be presented at the Annual General Meeting. If any additional matters are properly
presented at the Annual General Meeting, the persons named in the enclosed proxy card will have discretion to vote the shares they represent
in accordance with their own judgment on such matters.
It
is important that your shares be represented at the Annual General Meeting, regardless of the number of shares that you hold. You are,
therefore, urged to complete, sign, date and return, at your earliest convenience, the enclosed proxy card in the envelope that has also
been provided.
|
|
|
THE
BOARD OF DIRECTORS |
|
October
25, 2023 |
[PROXY
CARD]
SHUAA
Partners Acquisition Corp I
190 Elgin Avenue
George Town, Grand Cayman
KY1-9008, Cayman Islands
ANNUAL
GENERAL MEETING
OF SHUAA PARTNERS ACQUISITION CORP I
YOUR
VOTE IS IMPORTANT
THIS
PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL GENERAL MEETING
TO BE HELD ON DECEMBER 12, 2023.
The
undersigned, revoking any previous proxies relating to these shares, hereby acknowledges receipt of the Notice and Proxy Statement, dated
October 25, 2023, in connection with the annual general meeting (the “Annual General Meeting”) of SHUAA Partners Acquisition
Corp I (the “Company”) to be held at 9:00 a.m. Eastern Time on December 12, 2023, via a virtual meeting, and hereby appoints
Yasmina Souri and Hatem Kammoun, and each of them (with full power to act alone), the attorneys and proxies of the undersigned, with
power of substitution to each, to vote all stock of the Company registered in the name provided, which the undersigned is entitled to
vote at the Annual General Meeting, and at any adjournments thereof, with all the powers the undersigned would have if personally present.
Without limiting the general authorization hereby given, said proxies are, and each of them is, instructed to vote or act as follows
on the proposals set forth in the accompanying proxy statement.
THIS
PROXY, WHEN EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR”
PROPOSALS 1, 2A, 2B, 3 AND 4.
(Continued
and to be marked, dated and signed on reverse side)
Please
mark vote as
indicated in this example
☒
THE
BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSALS 1, 2A, 2B, 3 AND 4.
Proposal
No. 1—Articles Amendment Proposal—RESOLVED, as a special resolution, that:
Article
97 of the Company’s amended and restated memorandum and articles of association, as amended (the “Charter”) be amended
by deleting the following sentence of such section:
Prior
to an initial Business Combination, and subject to the terms of any Preference Shares, only holders of Class B Shares will have the right
to vote on the election of Directors pursuant to Article 96 or the removal of the Directors pursuant to Article 115.
and
replacing it with the following:
Prior
to an initial Business Combination, and subject to the terms of any Preferences Shares, only holders of Class B Shares will have the
right to vote on the election of Directors pursuant to Article 96 or the removal of the Directors pursuant to Articles 115, and should
there be no Class B Shares in issue then the holders of the Class A Shares will have the right to vote on the election of Directors pursuant
to Article 96 or the removal of the Directors pursuant to Article 115.
Proposal
No. 2A—Director Election Proposal—RESOLVED, as an ordinary resolution, that Mr. Saleh Al Hashemi be re-appointed
as a Class I director on the Company’s board of directors to serve until the 2025 annual general meeting of the Company, until
his successor is duly appointed and qualified, or until his earlier death, resignation or removal.
For |
☐ |
Against |
☐ |
Abstain |
☐ |
Proposal
No. 2A—Director Election Proposal—RESOLVED, as an ordinary resolution, that Mr. Aashir Ahmed Siddiqui be re-appointed
as a Class I director on the Company’s board of directors to serve until the 2025 annual general meeting of the Company, until
his successor is duly appointed and qualified, or until his earlier death, resignation or removal.
For |
☐ |
Against |
☐ |
Abstain |
☐ |
Proposal
No. 3—Auditor Ratification Proposal—RESOLVED, as an ordinary resolution, that the appointment of BDO USA, LLP as the
independent registered public accounting firm of the Company for the fiscal year ending December 31, 2023 be ratified, approved and confirmed
in all respects.
For |
☐ |
Against |
☐ |
Abstain |
☐ |
Proposal
No. 4—Adjournment Proposal—RESOLVED, as an ordinary resolution, that the adjournment of the annual general meeting to
a later time, date and place to be determined by the chairman of the annual general meeting be and is hereby authorized and approved.
For |
☐ |
Against |
☐ |
Abstain |
☐ |
Dated:
______________, 2023 |
|
|
|
|
|
|
(Signature) |
|
|
|
|
|
(Signature
if held jointly) |
Signature
should agree with name printed hereon. If shares are held in the name of more than one person, EACH joint owner should sign. Executors,
administrators, trustees, guardians, and attorneys should indicate the capacity in which they sign. Attorneys should submit powers of
attorney.
PLEASE
SIGN, DATE AND RETURN THE PROXY IN THE ENVELOPE ENCLOSED TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY. THIS PROXY WILL BE VOTED
IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” THE
PROPOSAL SET FORTH IN PROPOSALS 1, 2A, 2B, 3 AND 4 AND WILL GRANT DISCRETIONARY AUTHORITY TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY
COME BEFORE THE MEETING OR ANY ADJOURNMENTS THEREOF. THIS PROXY WILL REVOKE ALL PRIOR PROXIES SIGNED BY YOU.
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