the Charter Extension. The Company will not proceed with the Charter Extension if the Company will not have at least $5,000,001 of net tangible assets following approval of the Extension
Amendment Proposal, after taking into account the Redemptions.
If the Extension Amendment Proposal is approved and the Charter
Extension becomes effective, within five business days of the Stockholder Meeting, the Lender shall make a deposit into the Trust Account of $396,000, in exchange for a non-interest bearing, unsecured
promissory note issued by the Company to the Lender.
In addition, if the Extension Amendment Proposal is approved and the Charter
Extension becomes effective, in the event that the Company has not consummated a Business Combination by June 28, 2023, without approval of the Companys public stockholders, the Company may, by resolution of the Board, if requested by the
Sponsor, and upon five days advance notice prior to the applicable Termination Date extend the Termination Date up to nine times, each by one additional month (for a total of up to twelve additional months to complete a Business Combination),
provided that the Lender will deposit $132,000 into the Trust Account for each such monthly extension, for an aggregate deposit of up to $1,188,000 (if all nine additional monthly extensions are exercised), in exchange for a non-interest bearing, unsecured promissory note issued by the Company to the Lender. If the Company completes a Business Combination, it will, at the option of the Lender, repay the amounts loaned under the
promissory note or convert a portion or all of the amounts loaned under such promissory note into warrants, which warrants will be identical to the Private Placement Warrants. If the Company does not complete a Business Combination by the applicable
Termination Date, such promissory note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven.
If the Extension Amendment Proposal is Not Approved
If the Extension Amendment Proposal is not approved, a Business Combination is not completed on or before the Original Termination Date, then,
as contemplated by and in accordance with the Certificate of Incorporation, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days
thereafter subject to lawfully available funds therefor, redeem 100% of the shares of Public Stock in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing
(A) the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Corporation to pay its franchise and income taxes (less up to $100,000 of such net interest to pay dissolution expenses), by
(B) the total number of then outstanding shares of Public Stock, which redemption will completely extinguish rights of the Public Stockholders (including the right to receive further liquidating distributions, if any), subject to applicable
law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Board in accordance with applicable law, dissolve and liquidate, subject in each case to the
Corporations obligations under the DGCL to provide for claims of creditors and other requirements of applicable law. There will be no distribution from the Trust Account with respect to the Companys warrants, which may expire worthless
in the event the Company dissolves and liquidates the Trust Account.
If the Extension Amendment Proposal is Approved
If the Extension Amendment Proposal is approved, the Company shall file the Charter Amendment with the Delaware Secretary of State and the
Charter Extension will become effective. The Company will then continue to attempt to consummate a Business Combination until the Charter Extension Date. The Company will remain a reporting company under the Exchange Act and its Common Stock and
Public Warrants will remain publicly traded during this time.
In addition, the Company will not proceed with the Charter Extension if the
Company will not have at least $5,000,001 of net tangible assets following approval of the Extension Amendment Proposal, after taking into account the Redemptions.
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