EXTRAORDINARY GENERAL MEETING OF JWSM SHAREHOLDERS
This proxy statement is being provided to JWSM shareholders as part of a solicitation of proxies by the Board for use at the extraordinary general meeting of JWSM Shareholders to be held on January 25, 2024 and at any adjournment thereof. This proxy statement contains important information regarding the Shareholder Meeting, the proposals on which you are being asked to vote and information you may find useful in determining how to vote and voting procedures.
This proxy statement is being first mailed on or about January 11, 2024 to all shareholders of record of JWSM as of December 19, 2023, the record date for the Shareholder Meeting (“
Record Date
”). Shareholders of record who owned Ordinary Shares at the close of business on the Record Date are entitled to receive notice of, attend and vote at the Shareholder Meeting.
Date, Time and Place of Shareholder Meeting
The Shareholder Meeting will be held on January 25, 2024 at 11:00 a.m., Eastern Time, at the offices of Kirkland Ellis LLP located at 601 Lexington Avenue, New York, New York 10022, and 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 may attend the Shareholder Meeting in person. However, in view of the ongoing COVID-19 pandemic, we are taking precautionary measures and therefore encourage you to attend the Shareholder Meeting virtually. If you wish to attend the Shareholder Meeting in person, you must reserve your attendance at least two business days in advance of the Shareholder Meeting by contacting JWSM’s proxy solicitor at JWSM.info@investor.morrowsodali.com by 11:00 a.m., Eastern Time, on January 25, 2024.
You can pre-register to attend the virtual Shareholder Meeting starting January 22, 2024 at 11:00 a.m., Eastern Time (three business days prior to the meeting date). Enter the URL address into your browser https://www.cstproxy.com/jawsmustang/2024, enter your control number, name and email address. Once you pre-register you can vote or enter questions in the chat box. At the start of the Shareholder 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 Shareholder Meeting.
Shareholders who hold their investments through a bank or broker, will need to contact the Transfer Agent to receive a control number. If you plan to vote at the Shareholder Meeting you will need to have a legal proxy from your bank or broker or if you would like to join and not vote, the Transfer Agent will issue you a guest control number with proof of ownership. Either way you must contact the Transfer Agent for specific instructions on how to receive the control number. The Transfer Agent can be contacted at 917-262-2373, or via email at proxy@continentalstock.com. Please allow up to 72 hours prior to the meeting for processing your control number.
If you do not have access to the Internet, you can listen only to the meeting by dialing 1 800-450-7155 (toll-free) (or +1 857-999-9155 if you are located outside the United States and Canada (standard rates apply)) and when prompted enter the pin number 5021232#. Please note that you will not be able to vote or ask questions at the Shareholder Meeting if you choose to participate telephonically.
The Proposals at the Shareholder Meeting
At the Shareholder Meeting, JWSM shareholders will consider and vote on the following proposals:
1.
Proposal No. 1 — Extension Amendment Proposal — To amend, by way of special resolution, JWSM’s Memorandum and Articles of Association to extend the date (the “
Termination Date
”) by which JWSM has to consummate a business combination (the “
Charter Extension
”) from February 4, 2024 (the “
Amended Termination Date”
) to March 4, 2024 (the “
Charter Extension Date
”) and to allow JWSM, without another shareholder vote, to elect to extend the Termination Date to consummate a business combination on a monthly basis for up to eleven times by an additional one month each time after the Charter Extension Date, by resolution of the Board, if requested by Mustang Sponsor, LLC, (the “
Sponsor
”), and upon five days’ advance notice prior to the applicable Termination Date, until February 4, 2025 (each, an “
Additional Charter Extension
19
Date
”), or a total of up to twelve months after the Charter Extension Date, unless the closing of a business combination shall have occurred prior thereto (the “
Extension Amendment Proposal
”);
2.
Proposal No. 2 — Founder Share Amendment Proposal — To amend, by way of special resolution, JWSM’s Memorandum and Articles of Association to provide for the right of a holder of JWSM’s Class B ordinary shares, par value $0.0001 (the “
Founder Shares
” or the “
Class B Ordinary Shares
”) to convert such Class B Ordinary Shares into Class A Ordinary Shares on a one-for-one basis prior to the closing of a business combination at the election of the holder (the “
Founder Share Amendment Proposal
”); and
3.
Proposal No. 3 — Adjournment Proposal — To adjourn the Shareholder Meeting to a later date or dates, if necessary, (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient Ordinary Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Shareholder Meeting or at the time of the Shareholder Meeting to approve the Extension Amendment Proposal.
If the Extension Amendment Proposal is approved and the Charter Extension becomes effective, within five (5) business days of the date of the Shareholder Meeting, the Lender shall make a deposit into the Trust Account of $25,000, in exchange for one or more unsecured promissory notes issued by JWSM to the Lender. In addition, if the Extension Amendment Proposal is approved and the Charter Extension becomes effective, in the event that JWSM has not consummated a Business Combination by February 4, 2024, without approval of JWSM’s public shareholders, JWSM 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 eleven times, each by one additional month (for a total of up to eleven additional months to complete a Business Combination), provided that the Lender will deposit $25,000 into the Trust Account for each such monthly extension, for an aggregate deposit of up to $275,000 (if all eleven additional monthly extensions are exercised), in exchange for a non-interest bearing, unsecured promissory note issued by JWSM to the Lender. If JWSM completes a Business Combination, it will repay the amounts loaned under the promissory note. If JWSM 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.
Voting Power; Record Date
As a shareholder of JWSM, you have a right to vote on certain matters affecting JWSM. The proposals that will be presented at the Shareholder Meeting and upon which you are being asked to vote are summarized above and fully set forth in this proxy statement. You will be entitled to vote or direct votes to be cast at the Shareholder Meeting if you owned Ordinary Shares at the close of business on December 19, 2023, which is the Record Date for the Shareholder Meeting. You are entitled to one vote for each Ordinary Share that you owned as of the close of business on the Record Date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. On the Record Date, there were 27,978,614 issued and outstanding Ordinary Shares, of which 2,103,614 Class A Ordinary Shares are held by JWSM public shareholders and 26,075,000 Ordinary Shares are held by the JWSM Initial Shareholders.
Recommendation of the Board
THE BOARD UNANIMOUSLY RECOMMENDS
THAT YOU VOTE “FOR” EACH OF THESE PROPOSALS
Quorum
The presence (which would include presence at the virtual Shareholder Meeting), in person or by proxy, of shareholders holding a majority of the Ordinary Shares at the Shareholder Meeting constitutes a quorum at the Shareholder Meeting. Abstentions will be considered present for the purposes of establishing a quorum. The JWSM Initial Shareholders, who own 93.2% of the issued and outstanding Ordinary Shares
20
as of the Record Date, will count towards this quorum. As a result, no Ordinary Shares held by public shareholders would be required to be present at the Shareholder Meeting to achieve a quorum.
Abstentions and Broker Non-Votes
Abstentions 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 Shareholder Meeting and therefore will have no effect on the approval of any of the proposals voted upon at the Shareholder Meeting.
Under NYSEA rules, if a shareholder holds their shares in “street” name through a bank, broker or other nominee and the shareholder does not instruct their broker, bank or other nominee how to vote their shares on a proposal, the broker, bank or other nominee has the authority to vote the shares in its discretion on certain “routine” matters. However, banks, brokers and other nominees are not authorized to exercise their voting discretion on any “non-routine” matters. This can result in a “broker non-vote,” which occurs on a proposal when (i) a bank, broker or other nominee has discretionary authority to vote on one or more “routine” proposals to be voted on at a meeting of shareholders, (ii) there are one or more “non-routine” proposals to be voted on at the meeting for which the bank, broker or other nominee does not have authority to vote without instructions from the beneficial owner of the shares and (iii) the beneficial owner fails to provide the bank, broker or other nominee with voting instructions on a “non-routine” matter.
We believe that all of the proposals to be voted on at the Shareholder Meeting will be considered non-routine matters. As a result, if you hold your shares in street name, your bank, brokerage firm or other nominee cannot vote your shares on any of the proposals to be voted on at the Shareholder Meeting without your instruction.
Because all of the proposals to be voted on at the Shareholder Meeting are “non-routine” matters, banks, brokers and other nominees will not have authority to vote on any proposals unless instructed, so JWSM does not expect there to be any broker non-votes at the Shareholder Meeting.
Vote Required for Approval
The approval of each of the Extension Amendment Proposal and Founder Share 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, voting as a single class, who are present in person or represented by proxy and entitled to vote thereon at the Shareholder Meeting.
Approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued Ordinary Shares, voting as a single class, who are present in person or represented by proxy and entitled to vote thereon at the Shareholder Meeting.
The JWSM Initial Shareholders have informed us of their intent to vote all of their Ordinary Shares in favor of the proposals being presented at the Shareholder Meeting. As of the date of this proxy statement, the JWSM Initial Shareholders own 93.2% of the issued and outstanding Ordinary Shares.