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| | March 28, 2024 | | | By Order of the Board of Directors | |
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/s/ Jin-Goon Kim
Jin-Goon Kim
Chief Executive Officer
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Why am I receiving this Proxy Statement?
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We are a blank check company incorporated in May 2021 as a Cayman Islands exempted company, for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. On December 3, 2021, we consummated our IPO from which we derived gross proceeds of $200,000,000 in the aggregate and completed the private sales of Private Placement Warrants from which we derived gross proceeds of $10,659,500. On December 8, 2021, the Company consummated the closing of the sale of an additional 3,000,000 units pursuant to the underwriters’ exercise in full of their over-allotment option, from which we derived gross proceeds of $30,000,000, and also consummated the closing of the sale of an additional 600,000 Private Placement Warrants, from which we derived gross of $600,000. The amount in the Trust Account was initially $10.20 per public share. Like most blank check companies, the Charter provides for the return of our IPO proceeds held in trust to the holders of Class A ordinary shares sold in our IPO if there is no qualifying business combination(s) consummated on or the Termination Date.
While we are using our best efforts to complete a business combination as soon as practicable, the Board believes that making the Charter Amendments would be in the best interest of the shareholders and would also put the Company in a better position to complete a business combination.
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What is being voted on?
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| | You are being asked to vote on: | |
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a proposal to amend the Charter to modify the monthly amount that our Sponsor or its affiliates or designees must deposit into the Trust Account in order to extend the period of time to consummate a business combination by one month, up to twelve times (starting from the first date on which such modified extension payment is made), if requested by the Sponsor and accepted by the Company, from the lesser of $0.033 per outstanding share and $110,000 to the lesser of (x) $0.01 per outstanding share and (y) $30,000. Any amount of the $110,000 paid in order to extend the period of time to consummate a Business Combination until May 16, 2024, which is paid but unused (due to an additional extension payment, based on the updated monthly amount, made prior to May 16, 2024) may be deducted, on a pro rata basis, from future extension payments.
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a proposal to approve the adjournment of the Extraordinary 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 Charter Amendment Proposal.
The purpose of the Charter Amendment Proposal and, if necessary, the Adjournment Proposal, is to allow us to complete a business combination. Approval of the Charter Amendment Proposal and, if necessary, the Adjournment Proposal is a condition to the implementation of the Charter Amendments. The Charter Amendment Proposal is also conditioned upon the receipt of redemptions in an amount that would not cause the amounts held in the Trust Account to be reduced below $30 million. Our Board reserves the right to waive such minimum balance condition and proceed with the Charter Amendment Proposal, in its sole discretion.
If the Charter Amendment Proposal is approved, we will, pursuant to the Trust Agreement, remove the Withdrawal Amount from the Trust Account, deliver to the holders of redeemed public shares their portion of the Withdrawal Amount and retain the remainder of the funds in the Trust Account for our use in connection with consummating a business combination on or before the Termination Date.
However, we will not proceed with the Charter Amendments or any redemptions in connection therewith if redemptions of our public shares cause the amounts held in the Trust Account to be reduced below $30 million. Our Board reserves the right to waive such minimum balance condition and proceed with the Charter Amendment Proposal, in its sole discretion.
If the Charter Amendment Proposal is approved and the Charter Amendments are implemented, the removal of the Withdrawal Amount from the Trust Account in connection with the Election will reduce the amount held in the Trust Account following the Election. We cannot predict the amount that will remain in the Trust Account if the Charter Amendment Proposal is approved and the amount remaining in the Trust Account may be only a small fraction of the approximately $67.1 that was in the Trust Account as of the record date, but it will be at least $30 million unless the minimum balance condition is waived by the Board. In such event, we may need to obtain additional funds to complete an initial business combination, and there can be no assurance that such funds will be available on terms acceptable to the parties or at all.
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| | | | | If the Charter Amendment Proposal is not approved, we will not redeem any shares in respect of which public shareholders have made an Election, and will, as promptly as reasonably practicable, and in any event within five business days, return any shares tendered to the Company’s | |
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transfer agent prior to the Extraordinary General Meeting. Further, if the Charter Amendments are not approved and we do not consummate a business combination by the Termination Date, in accordance with the Charter, we 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, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject, in the case of clauses (ii) and (iii), to our obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination before the Termination Date.
There will be no distribution from the Trust Account with respect to our warrants, which will expire worthless in the event of our winding up. In the event of a liquidation, our Sponsor, directors and officers and anchor investors will not receive any monies held in the Trust Account as a result of their ownership of the Founder Shares and Private Placement Warrants.
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Why is the Company proposing the Charter Amendment Proposal and the Adjournment Proposal?
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| | Our Board has determined that it is in the best interests of our shareholders to approve the Charter Amendment Proposal and, if necessary, the Adjournment Proposal, and that such approval would also put the Company in a better position to complete a business combination. While we are using our best efforts to complete a business combination as soon as practicable, the Board believes that approval of the Charter Amendment Proposal would allow the Company to be in a better position to consummate the business combination. Without the Charter Amendments, the Board believes that there is significant risk that we might not, despite our best efforts, be able to complete a business combination on or before the Termination Date. If that were to occur, we would be precluded from completing a business combination and would be forced to liquidate even if our shareholders are otherwise in favor of consummating a business combination. | |
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If the Charter Amendments are approved and implemented, we intend to complete a business combination as soon as possible and in any event, on or before the Termination Date.
The Company believes that given its expenditure of time, effort and money on searching for potential business combination opportunities, circumstances warrant providing public shareholders an opportunity to consider a business combination. Accordingly, the Board is proposing the Charter Amendment Proposal to amend the Charter in the form set forth in
Annex A
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You are not being asked to vote on a business combination at this time. If the Amendments are implemented and you do not elect to redeem your public shares, provided that you are a shareholder on the record date for a meeting to consider a business combination, you will retain the right to vote on a business combination when it is submitted to shareholders and the right to redeem your public shares for cash in the event a business combination is approved and completed or we have not consummated a business combination by the Termination Date.
If the Charter Amendment Proposal is not approved, we may put the Adjournment Proposal to a vote in order to seek additional time to obtain sufficient votes in support of the Amendments. If the Adjournment Proposal is not approved, the Board may not be able to adjourn the Extraordinary General Meeting to a later date or dates in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Charter Amendment Proposal.
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Why should I vote “FOR” the Charter Amendment Proposal?
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The Board believes that it is in the best interests of our shareholders that the Charter Amendments be obtained to put the Company in a better position to complete a business combination. Without the Charter Amendments we believe that there is substantial risk that we might not, despite our best efforts, be able to complete a business combination on or before the Termination Date. If that were to occur, we would be precluded from completing a business combination and would be forced to liquidate even if our shareholders are otherwise in favor of consummating a business combination.
We believe that given our expenditure of time, effort and money on searching for potential business combination opportunities, circumstances warrant providing public shareholders an opportunity to consider a business combination and that it is in the best interests of our shareholders that we obtain the Charter Amendments. In the event that we enter into a definitive agreement for a business combination prior to the Extraordinary General Meeting, we will issue a press release and file a Current Report on Form 8-K with the SEC announcing the proposed business combination.
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| | | | | Our Board recommends that you vote in favor of the Charter Amendment Proposal. | |
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Why should I vote “FOR” the Adjournment Proposal?
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| | If the Adjournment Proposal is not approved by our shareholders, our Board may not be able to adjourn the Extraordinary General Meeting to a later date in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Charter Amendment Proposal. | |
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When would the Board abandon the Charter Amendment Proposal?
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We intend to hold the Extraordinary General Meeting to approve the Charter Amendments only if the Board has determined as of the time of the Extraordinary General Meeting that we may not be able to complete a business combination on or before the Termination Date (excluding any paid extensions). If we complete a business combination on or before Termination Date and before the Extraordinary General Meeting, we will not implement the Charter Amendments. Additionally, our Board will abandon the Charter Amendments if our shareholders do not approve the Charter Amendment Proposal.
Notwithstanding shareholder approval of the Charter Amendment Proposal, our Board will retain the right to abandon and not implement the Charter Amendments at any time without any further action by our shareholders. In addition, we will not proceed with the Charter Amendments or any redemptions in connection therewith if the number of redemptions or repurchases of our public shares cause the amounts held in the Trust Account to be reduced below $30 million. Our Board reserves the right to waive such minimum balance condition and proceed with the Charter Amendment Proposal, in its sole discretion.
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How do the Company insiders intend to vote their shares?
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The Sponsor and all of our directors and officers are expected to vote any ordinary shares over which they have voting control (including any public shares owned by them) in favor of the Charter Amendment Proposal.
Currently, our Sponsor and our officers and directors own approximately 46.6% of our issued and outstanding ordinary shares, including 5,434,700 Founder Shares. Our Sponsor, directors and officers do not intend to purchase ordinary shares in the open market or in privately negotiated transactions in connection with the shareholder vote on the Charter Amendments.
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What vote is required to adopt the proposals?
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| | The approval of the Charter Amendment Proposal will require a special resolution under the Companies Act, which requires the affirmative vote of the holders of a majority of at least two-thirds of our ordinary shares who attend and vote at a general meeting of the company, including the Founder Shares. | |
| | | | | The approval of the Adjournment Proposal will require the affirmative vote of the majority of the votes cast by shareholders represented in person or by proxy. | |
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What if I don’t want to vote “FOR” the Charter Amendment Proposal?
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| | If you do not want the Charter Amendment Proposal to be approved, you must abstain, not vote, or vote “AGAINST” such proposal. You will be entitled to redeem your public shares for cash in connection with this vote whether or not you vote on the Charter Amendment Proposal so long as you elect to redeem your public shares for a pro rata portion of the funds available in the Trust Account in connection with the Charter Amendments. If the Charter Amendment Proposal is approved, and the Charter Amendments are implemented, then the Withdrawal Amount will be withdrawn from the Trust Account and paid to the redeeming holders. | |
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What happens if the Charter Amendment Proposal is not approved?
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Our Board will abandon the Charter Amendments if our shareholders do not approve the Charter Amendment Proposal.
If the Charter Amendment Proposal is not approved and we have not consummated a business combination by the Termination Date, we 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, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject, in the case of clauses (ii) and (iii), to our obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination before the Termination Date.
There will be no redemptions in respect of which public shareholders have made an Election, and we will, as promptly as reasonably practicable, and in any event within five business days, return any shares tendered to the Company’s transfer agent prior to the Extraordinary General Meeting.
There will be no distribution from the Trust Account with respect to our warrants which will expire worthless in the event we wind up.
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| | | | | In the event of a liquidation, our Sponsor, directors and officers and anchor investors will not receive any monies held in the Trust Account as a result of their ownership of the Founder Shares or Private Placement Warrants. | |
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If the Charter Amendment Proposal is approved, what happens next?
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If the Charter Amendment Proposal is approved, we will continue to attempt to consummate a business combination until the Termination Date. We are actively searching for potential business combinations and expect to seek shareholder approval of a business combination in the future. If shareholders approve a business combination, we expect to consummate a business combination as soon as possible following such shareholder approval.
Because we have only a limited time to complete our initial business combination, even if we are able to effect the Charter Amendments, our failure to obtain any required regulatory approvals in connection with a business combination or to resolve certain ongoing investigations within the requisite time period may require us to liquidate
. If we liquidate, our public shareholders may only receive $11.33 per share, and our warrants will expire worthless. This will also cause you to lose any potential investment opportunity in a target company and the chance of realizing future gains on your investment through any price appreciation in the combined company.
Upon approval of the Charter Amendment Proposal by holders of the affirmative vote of the holders of a majority of at least two-thirds of our ordinary shares who attend and vote at the Extraordinary General Meeting, we will adopt the amendment to the charter by special resolution under the Companies Act in the form set forth in
Annex A
hereto. We will remain a reporting company under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and our units, Class A ordinary shares and public warrants will remain publicly traded.
If the Charter Amendment Proposal is approved, the removal of the Withdrawal Amount from the Trust Account will reduce the amount remaining in the Trust Account and increase the percentage interest of our ordinary shares held by our Sponsor, our directors and our officers as a result of their ownership of the Founder Shares and Private Placement Warrants.
Notwithstanding shareholder approval of the Charter Amendment Proposal, our Board will retain the right to abandon and not implement the Charter Amendments at any time without any further action by our shareholders.
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What happens to the Company’s warrants if the Charter Amendment Proposal is not approved?
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| | If the Charter Amendment Proposal is not approved and we have not consummated a business combination by the Termination Date, we 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, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the | |
| | | | | Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject, in the case of clauses (ii) and (iii), to our obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination before the Termination Date. | |
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What happens to the Company’s warrants if the Charter Amendment Proposal is approved?
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| | If the Charter Amendment Proposal is approved, we will retain the blank check company restrictions previously applicable to us and continue to attempt to consummate a business combination until the Termination Date. The public warrants will remain outstanding and only become exercisable until the later of 30 days after the completion of our initial business combination and 12 months from the closing of our IPO, provided in each case we have an effective registration statement under the Securities Act covering Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available (or we permit holders to exercise warrants on a cashless basis). | |
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Am I able to exercise my redemption rights in connection with a business combination?
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| | If you were a holder of ordinary shares as of the close of business on the record date for a meeting to seek shareholder approval of a business combination, you will be able to vote on a business combination. The Extraordinary General Meeting relating to the Charter Amendment Proposal does not affect your right to elect to redeem your public shares in connection with a business combination, subject to any limitations set forth in the Charter (including the requirement to submit any request for redemption in connection with a business combination at least two business days prior to the Extraordinary General Meeting of shareholders to vote on a business combination). If you disagree with a business combination, you will retain your right to redeem your public shares upon consummation of a business combination in connection with the shareholder vote to approve a business combination, subject to any limitations set forth in the Charter. | |
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How do I attend the meeting?
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| | You will need your control number for access. If you do not have your control number, contact Continental Stock Transfer Trust Company at the phone number or e-mail address below. Beneficial investors who hold shares | |
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through a bank, broker or other intermediary, will need to contact them and obtain a legal proxy. Once you have your legal proxy, contact Continental Stock Transfer Trust Company to have a control number generated. Continental Stock Transfer Trust Company contact information is as follows: Continental Stock Transfer Trust Company, 1 State Street Plaza, 30th Floor, New York, New York 10004, or email proxy@continentalstock.com.
Shareholders will also have the option to listen to the Extraordinary General Meeting by telephone by calling:
Within the U.S. and Canada: 1 800-450-7155 (toll-free)
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Outside of the U.S. and Canada: +1 857-999-9155 (standard rates apply)
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The passcode for telephone access: 6930568#. You will not be able to vote or submit questions unless you register for and log in to the Extraordinary General Meeting webcast as described herein.
The Extraordinary General Meeting may also be attended in person at the offices of Nelson Mullins Riley Scarborough LLP, 201 17th Street NW, Suite 1700, Atlanta, GA 30363. Each shareholder may be asked to present valid photo identification, such as a driver’s license or passport.
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How do I change or revoke my vote?
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You may change your vote by e-mailing a later-dated, signed proxy card to info@laurelhill.com, so that it is received by us prior to the Extraordinary General Meeting or by attending the Extraordinary General Meeting online and voting. You also may revoke your proxy by sending a notice of revocation to us, which must be received by us prior to the Extraordinary General Meeting.
Please note, however, that if on the record date your shares were held, not in your name, but rather in an account at a brokerage firm, custodian bank, or other nominee, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. If your shares are held in street name, and you wish to attend the Extraordinary General Meeting and vote at the Extraordinary General Meeting online, you must follow the instructions included with the enclosed proxy card.
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How are votes counted?
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| | Votes will be counted by the inspector of election appointed for the meeting, who will separately count “FOR” and “AGAINST” votes and abstentions. The Charter Amendment Proposal must be approved by the affirmative vote of the holders of a majority of at least two-thirds of our ordinary shares who attend and vote at the Extraordinary General Meeting, including the Founder Shares, voting together as a single class. Accordingly, a Company shareholder’s failure to vote by proxy or to vote online at the Extraordinary General Meeting or an | |
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abstention with respect to the Charter Amendment Proposal will have the same effect as a vote “AGAINST” such proposal.
The approval of the Adjournment Proposal requires the affirmative vote of the majority of the votes cast by shareholders represented in person or by proxy. Accordingly, a Company shareholder’s failure to vote by proxy or to vote online at the Extraordinary General Meeting will not be counted towards the number of ordinary shares required to validly establish a quorum, and if a valid quorum is otherwise established, it will have no effect on the outcome of any vote on the Adjournment Proposal.
Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the outcome of the Adjournment Proposal.
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If my shares are held in “street name,” will my broker automatically vote them for me?
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| | No. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. We believe all the proposals presented to the shareholders will be considered non-discretionary and therefore your broker, bank, or nominee cannot vote your shares without your instruction. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide. If your shares are held by your broker as your nominee, which we refer to as being held in “street name,” you may need to obtain a proxy form from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker to vote your shares. | |
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What is a quorum requirement?
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A quorum of shareholders is necessary to hold a valid meeting. Holders of one-third of the Shares being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorized representative or proxy, constitute a quorum.
Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote online at the Extraordinary General Meeting.
Abstentions will be counted towards the quorum requirement. In the absence of a quorum, the chairman of the meeting has power to adjourn the Extraordinary General Meeting. As of the record date for the Extraordinary General Meeting, 3,890,955 shares of our ordinary shares would be required to achieve a quorum.
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Who can vote at the Extraordinary General Meeting?
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Only holders of record of our ordinary shares at the close of business on March 27, 2024 are entitled to have their vote counted at the Extraordinary General Meeting and any adjournments or postponements thereof. On this record date, 5,922,865 Class A ordinary shares and 5,750,000 Class B ordinary shares were outstanding and entitled to vote.
Shareholder of Record: Shares Registered in Your Name. If on the record date your shares were registered directly in your name with our transfer agent, Continental Stock Transfer Trust Company, then you are a shareholder of record. As a shareholder of record, you may vote online at the Extraordinary General Meeting or vote by proxy. Whether or not you plan to attend the Extraordinary General Meeting online, we urge you to fill out and return the enclosed proxy card to ensure your vote is counted.
Beneficial Owner: Shares Registered in the Name of a Broker or Bank. If on the record date your shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the Extraordinary General Meeting. However, since you are not the shareholder of record, you may not vote your shares online at the Extraordinary General Meeting unless you request and obtain a valid proxy from your broker or other agent.
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Does the Board recommend voting for the approval of the Charter Amendment Proposal and the Adjournment Proposal?
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| | Yes. After careful consideration of the terms and conditions of these proposals, our Board has determined that the Charter Amendments and, if presented, the Adjournment Proposal are in the best interests of the Company and its shareholders. The Board recommends that our shareholders vote “FOR” the Charter Amendment Proposal and the Adjournment Proposal. | |
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What interests do the Company’s Sponsor, directors and officers have in the approval of the proposals?
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| | Our Sponsor, directors and officers have interests in the proposals that may be different from, or in addition to, your interests as a shareholder. These interests include ownership of 5,434,700 Founder Shares (out of 5,750,000 Founder Shares purchased by the Sponsor for $25,000) and 11,259,500 Private Placement Warrants (purchased for $11,259,500), which would expire worthless if a business combination is not consummated. See the section entitled “The Charter Amendment Proposal — Interests of our Sponsor, Directors and Officers.” | |
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Do I have appraisal rights if I object to the Charter Amendment Proposal?
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| | Our shareholders do not have appraisal rights in connection with the Charter Amendment Proposal. | |
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What do I need to do now?
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| | We urge you to read carefully and consider the information contained in this Proxy Statement, including the annexes, and to consider how the proposals will affect you as our shareholder. You should then vote as soon as possible in accordance with the instructions provided in this Proxy Statement and on the enclosed proxy card. | |
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How do I vote?
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If you are a holder of record of our ordinary shares, you may vote online at the Extraordinary General Meeting or by submitting a proxy for the Extraordinary General Meeting. Whether or not you plan to attend the Extraordinary General Meeting online, we urge you to vote by proxy to ensure your vote is counted. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. You may still attend the Extraordinary General Meeting and vote online if you have already voted by proxy.
If your shares of our ordinary shares are held in “street name” by a broker or other agent, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the Extraordinary General Meeting. However, since you are not the shareholder of record, you may not vote your shares online at the Extraordinary General Meeting unless you request and obtain a valid proxy from your broker or other agent.
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How do I redeem my Class A ordinary shares?
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If the Charter Amendments are implemented, each of our public shareholders may seek to redeem all or a portion of its public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares. You will also be able to redeem your public shares in connection with any shareholder vote to approve a proposed business combination, or if we have not consummated a business combination by the Termination Date.
Immediately after the initial business combination redemption time and immediately prior to the closing of our initial business combination, we will effect a pro-rata distribution to our shareholders of distributable redeemable warrants, as described in our Annual Report on Form 10-K filed with the SEC on March 26, 2024. Public shareholders who elect not to redeem some or all of their shares in connection with this proxy solicitation, and on any later redemption date, will be entitled to their pro rata portion of the distributable redeemable warrants upon such distribution. The aggregate amount of distributable redeemable warrants available for distribution will remain unchanged. Therefore, any redemption requests made in connection with the Charter Amendment Proposal and the
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initial business combination will increase the pro rata share of distributable redeemable warrants to be distributed to each shareholder with respect to any shares not redeemed by such shareholder. We intend to offer to holders of distributable redeemable warrants in connection with the closing of an initial business combination, which we are actively seeking to accomplish, the option to convert each whole distributable redeemable warrant into one-fifth of a Class A ordinary share.
In order to exercise your redemption rights, you must, prior to 5:00 p.m. Eastern time on April 9, 2024, tender your shares physically or electronically and submit a request in writing that we redeem your public shares for cash to Continental Stock Transfer Trust Company, our transfer agent, at the following address:
Continental Stock Transfer Trust Company 1 State Street Plaza, 30th Floor New York, New York 10004 Attn: SPAC Redemptions E-mail: spacredemptions@continentalstock.com
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What should I do if I receive more than one set of voting materials?
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| | You may receive more than one set of voting materials, including multiple copies of this Proxy Statement and multiple proxy cards or voting instruction cards, if your shares are registered in more than one name or are registered in different accounts. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your Company shares. | |
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Who is paying for this proxy solicitation?
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| | We will pay for the entire cost of soliciting proxies from our working capital. We have engaged Laurel Hill Advisory Group, LLC (the “Proxy Solicitor”) to assist in the solicitation of proxies for the Extraordinary General Meeting. We have agreed to pay the Proxy Solicitor a fee of $12,000. We will also reimburse the Proxy Solicitor for reasonable out-of-pocket expenses and will indemnify the Proxy Solicitor and its affiliates against certain claims, liabilities, losses, damages and expenses. In addition to these mailed proxy materials, our directors and officers may also solicit proxies in person, by telephone or by other means of communication. These parties will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners. While the payment of these expenses will reduce the cash available to us to consummate an initial business combination if the Charter Amendments are approved, we do not expect such payments to have a material effect on our ability to consummate an initial business combination. | |
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If you have questions about the proposals or if you need additional copies of the Proxy Statement or the enclosed proxy card you should contact our proxy solicitor, Laurel Hill Advisory Group, LLC, at (855) 414-2266 (toll free) or by email at info@laurelhill.com.
You may also contact us at: TLGY Acquisition Corporation, mail@tlgyacquisition.com.
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Who can help answer my questions?
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| | You may also obtain additional information about the Company from documents filed with the SEC by following the instructions in the section entitled “ Where You Can Find More Information .” | |