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| | April 7, 2025 | | | By Order of the Board of Directors, | |
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/s/ Young Cho
Young Cho
Chief Executive Officer and Director | |
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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 or share exchange, asset acquisition, stock or share 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.
Under our current Charter, we have until April 16, 2025 to complete an initial business combination. While we are using our best efforts to complete a business combination as soon as practicable, we will not be able to complete a business combination by that time. Accordingly, the Board believes that making the Charter Amendments and approving the Contingent Right Proposal 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 the following five proposals: | |
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a proposal by special resolution to amend the Charter, in the form set forth in Annex A to the accompanying Proxy Statement, to modify the monthly amount that CPC Sponsor Opportunities I, LP and CPC Sponsor Opportunities I (Parallel), LP , our sponsors (the “Sponsors” or “current Sponsors”) or their affiliates or designees must deposit into the Company’s trust account (the “Trust Account”) in order to extend the period of time to consummate an initial 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 Sponsors and accepted by the Company, from the lesser of $0.02 per outstanding share and $60,000 to the lesser of (x) $0.05 per outstanding share and (y) $25,000. Any amount of the $60,000 paid in order to extend the period of time to consummate a business
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combination until April 16, 2025, which is paid but unused (due to an additional extension payment, based on the updated monthly amount, made prior to April 16, 2025) may be deducted, on a pro rata basis, from future extension payments, which we refer to as the “Extension,” and such proposal, the “Extension Proposal”;
•
a proposal by special resolution to amend the Charter, in the form set forth in
Annex A
to the accompanying Proxy Statement, to remove (i) the limitation that the Company shall not consummate a business combination if it would cause the Company’s net tangible assets to be less than $5,000,001; and (ii) the limitation that the Company shall not redeem public shares (as defined below) in an amount that would cause the Company’s net tangible assets to be less than $5,000,001 following such redemptions, which we refer to as the “Redemption Limitation,” and such proposal the “Redemption Limitation Amendment Proposal”;
•
a proposal by special resolution to amend the Charter, in the form set forth in
Annex A
to the accompanying Proxy Statement, to provide for the right of a holder of the Class B ordinary shares of the Company, par value $0.0001 per share, which we refer to as the “Founder Shares” or “Class B ordinary shares,” to convert their Class B ordinary shares into Class A ordinary shares of the Company, par value $0.0001 per share, which we refer to as the “public shares” or “Class A ordinary shares,” and together with the Class B ordinary shares, the “ordinary shares,” on a one-for-one basis prior to the closing of an initial business combination at the election of the holder, which we refer to as the “Founder Shares Amendment Proposal” and, together with the Extension Proposal and the Redemption Limitation Proposal, the “Charter Amendment Proposals” and the corresponding amendments to the Charter, the “Charter Amendments”;
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a proposal by special resolution, in the form set forth in Annex A to the accompanying Proxy Statement, to approve the detachment and cancellation of the contingent right attached to each non-redeemed Class A ordinary share sold in our initial public offering, which right entitles the holder of such Class A ordinary share to receive at least one-fourth of one redeemable warrant following the business combination redemption time, which we refer to as the “Contingent Right Proposal;” and
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a proposal by special resolution, in the form set forth in Annex A to the accompanying Proxy Statement, 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 Amendments.
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FORWARD-LOOKING STATEMENTS
Some of the statements contained in this proxy statement constitute forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. Forward-looking statements reflect our current views with respect to, among other things, our capital resources and results of operations. Likewise, our financial statements and all of our statements regarding market conditions and results of operations are forward-looking statements. In some cases, you can identify these forward-looking statements by the use of terminology such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words or phrases.
The forward-looking statements contained in this proxy statement reflect our current views about future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause its actual results to differ significantly from those expressed in any forward-looking statement. We do not guarantee that the transactions and events described will happen as described (or that they will happen at all). The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:
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Our ability to complete a business combination;
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The anticipated benefits of a business combination;
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the volatility of the market price and liquidity of our securities;
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the use of funds not held in the Trust Account; and
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the competitive environment in which our successor will operate following a business combination.
While forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. We disclaim any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes after the date of this proxy statement, except as required by applicable law. For a further discussion of these and other factors that could cause our future results, performance or transactions to differ significantly from those expressed in any forward-looking statement, please see the section entitled “
Risk Factors
” in our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on March 5, 2025 and in other reports we file with the SEC. You should not place undue reliance on any forward-looking statements, which are based only on information currently available to us (or to third parties making the forward-looking statements).
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RISK FACTORS
You should consider carefully all of the risks described in our Annual Report on Form 10-K filed with the SEC on March 5, 2025, the final prospectus for our initial public offering filed with the SEC on December 3, 2021, and in the other reports we file with the SEC. Furthermore, if any of the following events occur, our business, financial condition and operating results may be materially adversely affected or we could face liquidation. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. The risks and uncertainties described in the aforementioned filings and below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business, financial condition and operating results or result in our liquidation.
There are no assurances that the Extension Proposal or any of the other proposals presented at the Extraordinary General Meeting will enable us to complete a business combination.
Approving the Extension Proposal and the other proposals presented at the Extraordinary General Meeting involves a number of risks. Even if all of the proposals, including the Extension Proposal, are approved, the Company can provide no assurances that a business combination will be consummated prior to the Termination Date. Our ability to consummate any business combination is dependent on a variety of factors, many of which are beyond our control. If the Extension Proposal is approved, the Company expects to continue to actively search for potential business combinations and seek shareholder approval of a business combination in the future.
We are required to offer shareholders the opportunity to redeem shares in connection with the Extension Proposal, and we will be required to offer shareholders redemption rights again in connection with any shareholder vote to approve a business combination. Even if the Extension Proposal or a business combination are approved by our shareholders, it is possible that redemptions will leave us with insufficient cash to consummate a business combination on commercially acceptable terms, or at all. The fact that we will have separate redemption periods in connection with the Extension Proposal and a business combination vote could exacerbate these risks. Other than in connection with a redemption offer or liquidation, our shareholders may be unable to recover their investment except through sales of our shares on the open market. The price of our shares may be volatile, and there can be no assurance that shareholders will be able to dispose of our shares at favorable prices, or at all.
Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations.
We are subject to laws and regulations enacted by national, regional and local governments. In particular, we will be required to comply with certain SEC and other legal requirements and numerous complex tax laws. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete our initial business combination, and results of operations.
On January 24, 2024, the SEC adopted a series of rules relating to SPACs (the “SPAC Rules”) requiring, among other items, (i) additional disclosures relating to SPAC business combination transactions; (ii) additional disclosures relating to dilution and to conflicts of interest involving sponsors and their affiliates in both SPAC initial public offerings and de-SPAC transactions; (iii) the use of projections by SPACs in SEC filings in connection with proposed business combination transactions; and (iv) both the SPAC and the target company’s status as co-registrants on de-SPAC registration statements.
In addition, the SEC’s adopting release provided guidance describing circumstances in which a SPAC could become subject to regulation under the Investment Company Act, including its duration, asset composition, business purpose, and the activities of the SPAC and its management team in furtherance of such goals.
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Compliance with the SPAC Rules and related guidance may increase the costs of and the time needed to negotiate and complete an initial business combination and may constrain the circumstances under which we could complete an initial business combination.
If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination.
As described in the risk factor above entitled “
Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations
,” the SEC’s adopting release with respect to the SPAC Rules provided guidance describing the extent to which SPACs could become subject to regulation under the Investment Company Act and the regulations thereunder. Whether a SPAC is an investment company will be a question of facts and circumstances. We can give no assurance that a claim will not be made that we have been operating as an unregistered investment company.
If we are deemed to be an investment company under the Investment Company Act, we may have to change our operations, wind down our operations, or register as an investment company under the Investment Company Act. Our activities may be restricted, including:
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restrictions on the nature of our investments; and
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restrictions on the issuance of securities, each of which may make it difficult for us to complete our initial business combination.
In addition, we may have imposed upon us burdensome requirements, including:
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registration as an investment company;
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adoption of a specific form of corporate structure; and
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reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations.
In order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we are engaged primarily in a business other than investing, reinvesting or trading in securities and that our activities do not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of our total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. Our business will be to identify and complete a business combination and thereafter to operate the post-transaction business or assets for the long term. We do not intend to spend a considerable amount of time actively managing the assets in the trust account for the primary purpose of achieving investment returns. We do not plan to buy businesses or assets with a view to resale or profit from their resale. We do not plan to buy unrelated businesses or assets or to be a passive investor.
We do not believe that our anticipated principal activities will subject us to the Investment Company Act. To this end, the proceeds held in the trust account have only been held as United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations or cash, including in demand deposit accounts at a bank; the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended business combination and may at any time be held as cash or cash items, including in demand deposit accounts at a bank. Pursuant to the trust agreement, the trustee is not permitted to invest in other securities or assets. By restricting the investment of the proceeds to these instruments, and by having a business plan targeted at acquiring and growing businesses for the long term (rather than on buying and selling businesses in the manner of a merchant bank or private equity fund), we intend to avoid being deemed an “investment company” within the meaning of the Investment Company Act. An investment in our securities is not intended for persons who are seeking a return on investments in government securities or investment securities. The trust account is intended as a holding place for funds pending the earliest to occur of: (i) the completion of our initial business combination; (ii) the redemption of any public shares properly submitted in connection with an amendment of our
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amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to provide for the redemption of our public shares in connection with an initial business combination or to redeem 100% of our public shares if we have not consummated our initial business combination within the completion window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity; or (iii) absent an initial business combination within the completion window, our return of the funds held in the trust account to our public shareholders as part of our redemption of the public shares. If we do not invest the proceeds as discussed above, we may be deemed to be subject to the Investment Company Act.
Further, under the subjective test of a “investment company” pursuant to Section 3(a)(1)(A) of the Investment Company Act, even if the funds deposited in the trust account were invested in the assets discussed above (U.S. government securities or money market funds registered under the Investment Company Act), such assets, other than cash, are “securities” for purposes of the Investment Company Act and, therefore, nevertheless, there is a risk that we could be deemed an unregistered investment company and subject to the Investment Company Act at any time.
If we were deemed to be an investment company for purposes of the Investment Company Act, we would need to register as such under the Investment Company Act and compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability to complete a business combination. We may also be forced to abandon our efforts to complete an initial business combination, and instead be required to liquidate the Trust Account. In which case, our investors would not be able to realize the benefits of owning shares in a successor operating business, including the potential appreciation in the value of our securities following such a transaction, and our warrants would expire worthless.
Since the Sponsors and our directors and officers will lose their entire investment in us if an initial business combination is not completed, they may have a conflict of interest in the approval of the proposals at the Extraordinary General Meeting.
There will be no distribution from the Trust Account with respect to the Founder Shares or the Company’s warrants, which will expire worthless in the event of our winding up. As a consequence, a liquidating distribution will be made only with respect to the public shares. Our current Sponsors beneficially own an aggregate of 4,126,215 Founder Shares and Jin-Goon Kim, the Chairman of our Board of Directors and the manager of the manager of our former sponsor, TLGY Sponsors LLC, beneficially owns 981,552 Founder Shares. In addition, our current Sponsors own an aggregate of 3,940,825 Private Placement Warrants and the former sponsor owns 7,318,675 Private Placement Warrants. All of such persons have waived their rights to liquidating distributions from the Trust Account with respect to these securities, and therefore, all of such investments would expire worthless if an initial business combination is not consummated. Additionally, such persons can earn a positive rate of return on their overall investment in the combined company after an initial business combination, even if other holders of our ordinary shares experience a negative rate of return, due to having initially purchased the Founder Shares for a nominal amount. Our Sponsors, former sponsor and our directors and officers may therefore have interests different from, or in addition to, your interests as a shareholder in connection with the proposals at the Extraordinary General Meeting. See “
The Extension Proposal — Interests of our Sponsors, former sponsor and our officers and directors
” for additional information with respect to potential conflicts of interest.
We may not be able to complete an initial business combination since such initial business combination may be subject to regulatory review and approval requirement, including foreign investment regulations and review by government entities such as the Committee on Foreign Investment in the United States (“CFIUS”), or may be ultimately prohibited.
Our initial business combination may be subject to regulatory review and approval requirements by governmental entities, or ultimately prohibited. For example, CFIUS has authority to review direct or indirect foreign investments in U.S. companies. Among other things, CFIUS is empowered to require certain foreign investors to make mandatory filings, to charge filing fees related to such filings, and to self-initiate national security reviews of foreign direct and indirect investments in U.S. companies if the parties to that investment choose not to file voluntarily. In the case that CFIUS determines an investment to be a threat to
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national security, CFIUS has the power to unwind or place restrictions on the investment. Whether CFIUS has jurisdiction to review an acquisition or investment transaction depends on - among other factors - the nature and structure of the transaction, including the level of beneficial ownership interest and the nature of any information or governance rights involved. For example, investments that result in “control” of a U.S. business by a foreign person always are subject to CFIUS jurisdiction. CFIUS’s expanded jurisdiction under the Foreign Investment Risk Review Modernization Act of 2018 and implementing regulations that became effective on February 13, 2020 further includes investments that do not result in control of a U.S. business by a foreign person but afford certain foreign investors certain information or governance rights in a U.S. business that has a nexus to “critical technologies,” “critical infrastructure” and/or “sensitive personal data.”
Our current Sponsors are limited partnerships incorporated in the State of Delaware. Our current Sponsors are “controlled” for CFIUS purposes by Edward Tsun-Wei Chen, who is the Managing Partner of Carnegie Park Capital LLC (“CPC”), which is the manager of the current Sponsors. Mr. Chen is a U.S. person. In addition, Jin-Goon Kim, our Chairman, is a U.S. person and the sole manager of TLGY Holdings LLC, a Cayman Islands limited liability company, which is the manager of our former sponsor. TLGY Holdings LLC is held by a Cayman Islands limited liability company, which is held by a Hong Kong limited liability company whose ultimate beneficiary and controlling shareholder is a non-U.S. person. Additionally, non-voting preferred interests in the former sponsor have been issued to certain shareholders, some of whom are non-U.S. persons.
While we do not believe that our current Sponsors or former sponsor are “foreign persons” as defined in the CFIUS regulations, it is possible that non-U.S. persons could be involved in our initial business combination (e.g., as existing shareholders of a target company or as PIPE investors), which may increase the risk that our initial business combination becomes subject to regulatory review, including review by CFIUS. As such, an initial business combination with a U.S. business or foreign business with U.S. subsidiaries that we may wish to pursue may be subject to CFIUS review.
If a particular proposed initial business combination with a U.S. business falls within CFIUS’s jurisdiction, we may determine that we are required to make a mandatory filing or that we will submit to CFIUS review on a voluntary basis, or to proceed with the transaction without submitting to CFIUS and risk CFIUS intervention, before or after closing the transaction. CFIUS may decide to block or delay our proposed initial business combination, impose conditions with respect to such initial business combination or request the President of the United States to order us to divest all or a portion of the U.S. target business of our initial business combination that we acquired without first obtaining CFIUS approval, which may limit the attractiveness of, delay or prevent us from pursuing certain target companies that we believe would otherwise be beneficial to us and our shareholders. As a result, the pool of potential targets with which we could complete an initial business combination may be limited and we may be adversely affected in terms of competing with other special purpose acquisition companies which do not have any foreign ownership issues. In addition, certain federally licensed businesses may be subject to rules or regulations that limit foreign ownership.
The process of government review, whether by CFIUS or otherwise, could be lengthy. Because we have only a limited time to complete our initial business combination, our failure to obtain any required approvals within the requisite time period may require us to liquidate. If we are unable to consummate our initial business combination within the applicable time period required under our amended and restated memorandum and articles of association, including as a result of extended regulatory review of a potential initial business combination, we will, as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares for a pro rata portion of the funds held in the Trust Account, subject to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such event, our shareholders will miss the opportunity to benefit from an investment in a target company and the appreciation in value of such investment. Additionally, our warrants may be worthless.
Since our securities are no longer traded on a national securities exchange, our securities will in all likelihood be thinly traded and as a result you may be unable to sell at or near ask prices or at all if you need to liquidate your securities.
Nasdaq rule IM-5101-2 requires that a SPAC complete one or more business combinations within 36 months of the effectiveness of its initial public offering registration statement. We did not complete an
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initial Business Combination by that time and so, on December 9, 2024, Nasdaq suspended the trading of our units, Class A ordinary shares and public warrants. Following the suspension, our securities began trading on the over-the-counter market and are listed on the OTC Pink tier of the OTC Marketplace under the symbols “TLGUF,” “TLGYF” and “TLGWF,” respectively. As a result of the delisting, we may face significant material adverse consequences, including:
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a limited availability of market quotations for our securities;
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reduced liquidity for our securities;
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a determination that our Class A ordinary shares are a “penny stock” which will require brokers trading in our Class A ordinary shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;
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a limited amount of news and analyst coverage; and
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a decreased ability to issue additional securities or obtain additional financing in the future.
We cannot give you any assurance that a broader or more active public trading market for our securities will develop or be sustained. Furthermore, the National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” While our units, Class A Ordinary Shares and public warrants were listed on Nasdaq, our units, Class A ordinary shares and public warrants were considered covered securities. Although the states are preempted from regulating the sale of our securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies, other than the State of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Since our securities may no longer be covered securities, we may be subject to regulation in each state in which we offer our securities, including in connection with our initial business combination.
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THE EXTRAORDINARY GENERAL MEETING
Overview
Date, Time and Place
.The Extraordinary General Meeting of the Company’s shareholders will be held at 9:00 a.m. Pacific Time on April 15, 2025, at the offices of Perkins Coie LLP, located at 1201 Third Avenue, Suite 4900, Seattle, Washington 98101, or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned. Each shareholder who wishes to attend the Extraordinary General Meeting in person may be asked to present valid photo identification, such as a driver’s license or passport. Only shareholders who own shares of our ordinary shares as of the close of business on the record date will be entitled to attend the meeting.
At the Extraordinary General Meeting, you will be asked to consider and vote on proposals to:
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Approve by way of special resolution, an amendment to the Company’s amended and restated memorandum and articles of association currently in effect, which we refer to as the “Charter,” in the form set forth in
Annex A
to the accompanying Proxy Statement, to modify the monthly amount that CPC Sponsor Opportunities I, LP and CPC Sponsor Opportunities I (Parallel), LP, our sponsors (the “Sponsors” or “current Sponsors”) or their affiliates or designees must deposit into the Company’s trust account (the “Trust Account”) in order to extend the period of time to consummate an initial 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 Sponsors and accepted by the Company, from the lesser of $0.02 per outstanding share and $60,000 to the lesser of (x) $0.05 per outstanding share and (y) $25,000. Any amount of the $60,000 paid in order to extend the period of time to consummate a business combination until April 16, 2025, which is paid but unused (due to an additional extension payment, based on the updated monthly amount, made prior to April 16, 2025) may be deducted, on a pro rata basis, from future extension payments, which we refer to as the “Extension,” and such proposal, the “Extension Proposal;”
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Approve, by way of special resolution, an amendment to the Charter, in the form set forth in
Annex A
of the accompanying Proxy Statement, to remove (i) the limitation that the Company shall not consummate a business combination if it would cause the Company’s net tangible assets to be less than $5,000,001; and (ii) the limitation that the Company shall not redeem public shares (as defined below) in an amount that would cause the Company’s net tangible assets to be less than $5,000,001 following such redemptions, which we refer to as the “Redemption Limitation,” and such proposal the “Redemption Limitation Amendment Proposal;”
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Approve, by way of special resolution, an amendment to the Charter, in the form set forth in
Annex A
of the accompanying Proxy Statement, to provide for the right of a holder of the Class B ordinary shares of the Company, par value $0.0001 per share, which we refer to as the “Founder Shares” or “Class B ordinary shares,” to convert their Class B ordinary shares into Class A ordinary shares of the Company, par value $0.0001 per share, which we refer to as the “public shares” or “Class A ordinary shares,” and collectively with the Class B ordinary shares, the “ordinary shares,” on a one-for-one basis at any time and from time to time at the election of the holder, which we refer to as the “Founder Shares Amendment Proposal” and, together with the Extension Proposal and the Redemption Limitation Proposal, the “Charter Amendment Proposals” and the corresponding amendments to the Charter, the “Charter Amendments;”
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Approve, by way of special resolution, in the form set forth in Annex A to the accompanying Proxy Statement, the detachment and cancellation of the contingent right attached to each non-redeemed Class A ordinary share sold in our initial public offering (our “IPO”), which right entitles the holder of such Class A ordinary share to receive at least one-fourth of one redeemable warrant following the business combination redemption time (the “distributable redeemable warrants”), which we refer to as the “Contingent Right Proposal;” and
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Approve, by way of ordinary resolution, in the form set forth in Annex A to the accompanying Proxy Statement, 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
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for, or otherwise in connection with, the approval of the Charter Amendment Proposals or the Contingent Right Proposal, which we refer to as the “Adjournment Proposal.”
Voting Power; record date
.You will be entitled to vote or direct votes to be cast at the Extraordinary General Meeting, if you owned the Company’s Class A ordinary shares at the close of business on March 31, 2025, the record date for the Extraordinary General Meeting. You will have one vote per proposal for each share of the Company’s ordinary shares you owned at that time. The Company’s warrants do not carry voting rights.
Votes Required
.Approval of each of the Charter Amendment Proposals requires the affirmative vote by special resolution 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.
Approval of the Contingent Right Proposal requires the affirmative vote by special resolution of a majority of not less than two- thirds of the votes cast by the holders of Class A ordinary shares at the Extraordinary General Meeting. The holders of the Founder Shares are not entitled to vote on this proposal.
Approval of the Adjournment Proposal requires the affirmative vote by ordinary resolution of the majority of the votes cast by shareholders represented in person or by proxy at the Extraordinary General Meeting.
Notwithstanding shareholder approval of the Charter Amendment Proposals and the Contingent Right Proposal, our Board will retain the right to not implement the Charter Amendments or the cancellation of the contingent rights at any time without any further action by our shareholders.
Your failure to vote or instruct your broker or bank how to vote will mean that your vote will not be counted as either “FOR” or “AGAINST” for the purposes of determining whether the requisite majority has been obtained to approve each of the Charter Amendment Proposals, the Contingent Right Proposal and the Adjournment Proposal and an abstention will mean that your vote will not be counted as either “FOR” or “AGAINST” for the purposes of determining whether the requisite majority has been obtained to approve each of the Charter Amendment Proposals, the Contingent Right Proposal and the Adjournment Proposal.
At the close of business on the record date of the Extraordinary General Meeting, there were 3,717,207 Class A ordinary shares and 5,750,000 Class B ordinary shares outstanding, each of which entitles its holder to cast one vote per proposal.
If you do not want the Extension Proposal approved, you must abstain, not vote, or vote “AGAINST” the Extension Proposal. You will be entitled to redeem your public shares for cash in connection with this vote whether or not you vote on the Extension 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 Extension Proposal. The Company anticipates that a public shareholder who tenders shares for redemption in connection with the vote to approve the Extension Proposal would receive payment of the redemption price for such shares soon after the completion of the Extension Proposal.
Proxies; Board Solicitation; Proxy Solicitor
.Your proxy is being solicited by the Board on the proposals being presented to shareholders at the Extraordinary General Meeting. The Company has engaged Okapi Partners LLC to assist in the solicitation of proxies for the Extraordinary General Meeting. No recommendation is being made as to whether you should elect to redeem your public shares. Proxies may be solicited in person or by telephone. If you grant a proxy, you may still revoke your proxy and vote your shares at the Extraordinary General Meeting if you are a holder of record of the Company’s ordinary shares. You may contact the Proxy Solicitor by calling (844) 202-7428 (toll free), or banks and brokers can call collect at (212) 297-0720, or by email at info@okapipartners.com.
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THE EXTENSION PROPOSAL
Overview
The Company is proposing to amend its Charter to modify the monthly amount that our Sponsor or their 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 $0.02 per outstanding share and $600,000 to the lesser of (x) $0.05 per outstanding share and (y) $25,000. Any amount of the $60,000 paid in order to extend the period of time to consummate a Business Combination until April 16, 2025, which is paid but unused (due to an additional extension payment, based on the updated monthly amount, made prior to April 16, 2025) may be deducted, on a pro rata basis, from future extension payments.
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.
If the Extension Proposal is 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.
The Board 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
.
A copy of the proposed amendment to the Charter is attached to this Proxy Statement in
Annex A
.
Reasons for the Extension Proposal
Our Board has determined that it is in the best interests of our shareholders to approve the Extension 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 Extension Proposal would allow the Company to be in a better position to consummate the business combination. Without the Extension and the other 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.
If the Extension Proposal is approved and implemented, we intend to complete a business combination as soon as possible and in any event, on or before the Termination Date.
In addition, the Company’s IPO prospectus and Charter provide that amending our Charter in this manner requires a special resolution under the Companies Act, which requires the affirmative vote by special resolution 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. Because we continue to believe that
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a business combination would be in the best interests of our shareholders, the Board has determined to seek shareholder approval to make the Charter Amendments.
If the Extension Proposal is Not Approved
Shareholder approval of the Extension Proposal is required for the implementation of our Board’s plan to extend the date by which we must consummate an initial business combination. Therefore, our Board will not implement the Extension unless our shareholders approve the Extension Proposal.
If the Extension Proposal is 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 the Company’s warrants which will expire worthless in the event we wind up. In the event of a liquidation, our Sponsors, former sponsors, 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 the Private Placement Warrants.
If the Extension Proposal is Approved
If the Extension Proposal is approved, the Company will continue to work to consummate a business combination by the Termination Date.
Notwithstanding shareholder approval of the Extension Proposal, our Board will retain the right to not implement the Extension and the other Charter Amendments at any time without any further action by our shareholders.
You are not being asked to vote on a business combination at this time. If the Extension Proposal is approved and 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.
Redemption Rights
If the Extension Proposal is approved and implemented, each public shareholder may seek to redeem 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. Holders of public shares who do not elect to redeem their public shares in connection with the Extension Proposal will retain the right to redeem their public shares in connection with any shareholder vote to approve a proposed business combination, or if the Company has not consummated a business combination by the Termination Date.
If the Extension Proposal is approved and 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. The Company cannot predict the amount that will remain in the Trust Account if the Charter Amendment
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Proposal is approved, and the amount remaining in the Trust Account may be only a small fraction of the approximately $44.8 million held in the Trust Account as of the record date.
If the Extension Proposal is approved and the Contingent Right Proposal is not approved, 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 public shareholders of distributable redeemable warrants, as described in our Annual Report on Form 10-K filed with the SEC on March 5, 2025. 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, would 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 would remain unchanged. Therefore, any redemption requests made in connection with the Extension Proposal and the initial business combination would increase the pro rata share of distributable redeemable warrants to be distributed to each shareholder with respect to any shares not redeemed by such public shareholder. Notwithstanding the conversion of the Founder Shares to Class A ordinary shares that may occur if the Founder Shares Amendment Proposal is approved, none of the former Founder Shares will be entitled to receive any distributable redeemable warrants upon a distribution.
TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST SUBMIT A REQUEST IN WRITING THAT WE REDEEM YOUR PUBLIC SHARES FOR CASH TO CONTINENTAL STOCK TRANSFER TRUST COMPANY AT THE ADDRESS BELOW, AND, AT THE SAME TIME, ENSURE YOUR BANK OR BROKER COMPLIES WITH THE REQUIREMENTS IDENTIFIED ELSEWHERE HEREIN, INCLUDING DELIVERING YOUR SHARES TO THE TRANSFER AGENT PRIOR TO THE VOTE ON THE CHARTER AMENDMENT PROPOSAL, PRIOR TO 5:00 P.M. EASTERN TIME ON APRIL 11, 2025. THE REDEMPTION RIGHTS INCLUDE THE REQUIREMENT THAT A SHAREHOLDER MUST IDENTIFY ITSELF IN WRITING AS A BENEFICIAL HOLDER AND PROVIDE ITS LEGAL NAME, PHONE NUMBER, AND ADDRESS IN ORDER TO VALIDLY REDEEM ITS PUBLIC SHARES.
In connection with tendering your shares for redemption, prior to 5:00 p.m. Eastern time on April 11, 2025, you must elect either to physically tender your share certificates to Continental Stock Transfer Trust Company, 1 State Street Plaza, 30th Floor, New York, New York 10004, Attn: SPAC Redemptions, or to deliver your shares to the transfer agent electronically using DTC’s DWAC system, which election would likely be determined based on the manner in which you hold your shares. The requirement for physical or electronic delivery prior to 5:00 p.m. Eastern time on April 11, 2025 ensures that a redeeming holder’s election is irrevocable once the Extension Proposal is approved. In furtherance of such irrevocable election, shareholders making the election will not be able to tender their shares after the vote at the Extraordinary General Meeting.
Through the DWAC system, this electronic delivery process can be accomplished by the shareholder, whether or not it is a record holder or its shares are held in “street name,” by contacting the transfer agent or its broker and requesting delivery of its shares through the DWAC system. Delivering shares physically may take significantly longer. In order to obtain a physical share certificate, a shareholder’s broker and/or clearing broker, DTC, and the Company’s transfer agent will need to act together to facilitate this request. There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker $100 and the broker would determine whether or not to pass this cost on to the redeeming holder. It is the Company’s understanding that shareholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. The Company does not have any control over this process or over the brokers or DTC, and it may take longer than two weeks to obtain a physical share certificate. Such shareholders will have less time to make their investment decision than those shareholders that deliver their shares through the DWAC system. Shareholders who request physical share certificates and wish to redeem may be unable to meet the deadline for tendering their shares before exercising their redemption rights and thus will be unable to redeem their shares.
Certificates that have not been tendered in accordance with these procedures prior to 5:00 p.m. Eastern time on April 11, 2025 will not be redeemed for cash held in the Trust Account on the redemption date. In the event that a public shareholder tenders its shares and decides prior to the vote at the Extraordinary General Meeting that it does not want to redeem its shares, the shareholder may withdraw the tender. If
36
you delivered your shares for redemption to our transfer agent and decide prior to the vote at the Extraordinary General Meeting not to redeem your public shares, you may request that our transfer agent return the shares (physically or electronically). You may make such request by contacting our transfer agent at the address listed above. In the event that a public shareholder tenders shares and Extension Proposal is not approved, these shares will not be redeemed and the physical certificates representing these shares will be returned to the shareholder promptly following the determination that the Extension Proposal will not be approved. The Company anticipates that a public shareholder who tenders shares for redemption in connection with the vote to approve the Extension Proposal would receive payment of the redemption price for such shares soon after the completion of the Charter Amendments. The transfer agent will hold the certificates of public shareholders that make the election until such shares are redeemed for cash or returned to such shareholders.
If properly demanded, the Company will redeem each public share for 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. Based on the amount held in the Trust Account as of the record date, the Company anticipates that the per-share price at which public shares will be redeemed from cash held in the Trust Account will be approximately $12.06 at the time of the Extraordinary General Meeting.
If you exercise your redemption rights, you will be exchanging your Class A ordinary shares for cash and will no longer own the shares. You will be entitled to receive cash for these shares only if you properly demand redemption and tender your share certificate(s) to the Company’s transfer agent prior to 5:00 p.m. Eastern time on April 11, 2025. The Company anticipates that a public shareholder who tenders shares for redemption in connection with the vote to approve the Extension Proposal would receive payment of the redemption price for such shares soon after the completion of the Charter Amendments.
Vote Required for Approval
Approval of the Extension Proposal requires the affirmative vote by special resolution 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.
Interests of our Sponsors, former sponsor and our officers and directors
When you consider the recommendation of our Board, you should keep in mind that our Sponsors, former sponsor, directors and officers have interests that may be different from, or in addition to, your interests as a shareholder. These interests include, among other things:
•
the fact that our current Sponsors beneficially own an aggregate of 4,126,215 Founder Shares and Jin-Goon Kim, the Chairman of our Board of Directors and the manager of the manager of our former sponsor, TLGY Sponsors LLC, beneficially owns 981,552 Founder Shares. In addition, our current Sponsors own an aggregate of 3,940,825 Private Placement Warrants, that were purchased from the former sponsor, and the former sponsor owns 7,318,675 Private Placement Warrants. Such persons have waived their rights to liquidating distributions from the Trust Account with respect to their Founder Shares and any public shares they may own, and all of such investments would expire worthless if an initial business combination is not consummated. Additionally, such persons can earn a positive rate of return on their overall investment in the combined company after an initial business combination, even if other holders of our ordinary shares experience a negative rate of return, due to having initially purchased the Founder Shares for a nominal amount;
•
the fact that, if the Trust Account is liquidated, including in the event we are unable to complete an initial business combination within the required time period, the Sponsors have agreed to indemnify us to ensure that the proceeds in the Trust Account are not reduced below the lesser of (i) $10.20 per public share and (ii) the actual per public share amount as is in the Trust Account on the liquidation date held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.20 per share, by the claims of prospective target businesses with which we have entered into a written letter of intent, confidentiality or similar agreement or business combination agreement or claims of any third party for services rendered or products sold to us, but only if such a third party or
37
target business has not executed a waiver of any and all rights to seek access to the Trust Account (whether or not such waiver is enforceable) and, in the case of claims under our indemnity of the underwriters of the initial public offering, only against certain liabilities; and
•
the fact that all of the current members of our Board are expected to continue to serve as directors at least through the date of the Extraordinary General Meeting to vote on a proposed business combination and may even continue to serve following any potential business combination and receive compensation thereafter.
Additionally, if the Extension Proposal is approved and we consummate an initial business combination, our Sponsors, officers and directors may have additional interests as will be described in the proxy statement for a business combination.
Recommendation of the Board
OUR BOARD UNANIMOUSLY RECOMMENDS THAT OUR SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE EXTENSION PROPOSAL.
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THE REDEMPTION LIMITATION AMENDMENT PROPOSAL
Overview
The Company is proposing to amend its Charter to (i) eliminate the limitation that the Company may not redeem public shares in an amount that would cause the Company’s net tangible assets to be less than $5,000,001 following such redemption and (ii) eliminate the limitation that the Company shall not consummate a business combination if it would cause the Company’s net tangible assets to be less than $5,000,001.
A copy of the proposed amendments to the Charter is attached to this Proxy Statement in
Annex A
.
Consequences if the Redemption Limitation Amendment Proposal is Not Approved
Our Board believes the opportunity to consummate a business combination is in the best interests of the Company and its shareholders.
If the Redemption Limitation Amendment Proposal is not approved and there are significant requests for redemption such (i) that those redemptions would cause the Company’s net tangible assets to be less than $5,000,001 following such redemption or (ii) that the Company’s net tangible assets would be less than $5,000,001 upon the consummation of a business combination, the Charter would prevent the Company from being able to complete those redemptions or consummate an initial business combination even if all other conditions to closing are met.
Vote Required for Approval
Approval of the Redemption Limitation Amendment Proposal requires the affirmative vote by special resolution 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.
The Redemption Limitation Amendment Proposal is cross-conditioned on the approval of the Extension Proposal. Accordingly, even if the Redemption Limitation Amendment Proposal is approved, the Redemption Limitation Amendment will not be implemented if the Extension Proposal is not approved.
Notwithstanding shareholder approval of the Redemption Limitation Amendment Proposal, our Board will retain the right to not implement the Redemption Limitation Amendment and the other Charter Amendments at any time without any further action by our shareholders.
Recommendation of the Board
OUR BOARD UNANIMOUSLY RECOMMENDS THAT OUR SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE REDEMPTION LIMITATION AMENDMENT PROPOSAL.
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THE FOUNDER SHARE AMENDMENT PROPOSAL
Overview
The Company is proposing to amend its Charter to allow the Company to provide for the right of a holder of the Company’s Class B ordinary shares to convert into Class A ordinary shares on a one-for-one basis at any point prior to the closing of an initial business combination at the election of the holder. Notwithstanding the conversion, the Sponsors will not be entitled to receive any monies held in the Trust Account as a result of their ownership of any Class A ordinary shares.
A copy of the proposed amendment to the Charter is attached to this Proxy Statement in
Annex A
.
Consequences if the Founder Share Amendment Proposal is Not Approved
If the Founder Share Amendment Proposal is not approved, the holders of Class B ordinary shares will not be able to convert Class B ordinary shares to Class A ordinary shares prior to the completion of an initial business combination. If the Founder Share Amendment Proposal is not approved, we believe it may reduce our flexibility in retaining investors.
Vote Required for Approval
Approval of the Founder Share Amendment Proposal requires the affirmative vote by special resolution 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.
The Founder Share Amendment Proposal is cross-conditioned on the approval of the Extension Proposal. Accordingly, even if the Founder Share Amendment Proposal is approved, the Founder Share Amendment will not be implemented if the Extension Proposal is not approved.
Notwithstanding shareholder approval of the Founder Share Amendment Proposal, our Board will retain the right to not implement the Founder Share Amendment and the other Charter Amendments at any time without any further action by our shareholders.
Recommendation of the Board
OUR BOARD UNANIMOUSLY RECOMMENDS THAT OUR SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE FOUNDER SHARE AMENDMENT PROPOSAL.
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THE CONTINGENT RIGHT PROPOSAL
Overview
The Company is proposing to detach and cancel the contingent rights to receive distributable redeemable warrants, which are currently attached to the non-redeemed Class A ordinary shares. The purpose of the Contingent Right Proposal is to optimize the Company’s capital structure to make it more attractive to a potential target business.
Consequences if the Contingent Right Proposal is Not Approved
If the Contingent Right Proposal is not approved, then we will effect a pro-rata distribution to our public shareholders of distributable redeemable warrants immediately after the initial business combination redemption time and immediately prior to the closing of our initial business combination. 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, would 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 would remain unchanged. Therefore, any redemption requests made in connection with the Extension Proposal and the initial business combination would increase the pro rata share of distributable redeemable warrants to be distributed to each public shareholder with respect to any shares not redeemed by such shareholder. Notwithstanding the conversion of the Founder Shares to Class A ordinary shares that may occur if the Founder Shares Amendment Proposal is approved, none of the former Founder Shares will be entitled to receive any distributable redeemable warrants upon a distribution.
Vote Required for Approval
Approval of the Contingent Right Proposal requires the affirmative vote by special resolution of a majority of not less than two-thirds of the votes cast by the holders of Class A ordinary shares at the Extraordinary General Meeting. The holders of the Founder Shares are not entitled to vote on this proposal.
The Contingent Right Proposal is cross-conditioned on the approval of the Extension Proposal. Accordingly, even if the Contingent Right Proposal is approved, the detachment and cancellation of the distributable redeemable warrants will not be implemented if the Extension Proposal is not approved. Further, notwithstanding shareholder approval of the Contingent Right Proposal, our Board will retain the right to not implement the detachment and cancellation of the distributable redeemable warrants at any time without any further action by our shareholders.
Recommendation of the Board
OUR BOARD UNANIMOUSLY RECOMMENDS THAT OUR SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE CONTINGENT RIGHT PROPOSAL.
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THE ADJOURNMENT PROPOSAL
Overview
The Adjournment Proposal, if adopted, will allow our Chairman to adjourn the Extraordinary General Meeting to a later date or dates to permit further solicitation of proxies. The Adjournment Proposal will only be presented to our shareholders in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Charter Amendment Proposals. In no event will our Chairman adjourn the Extraordinary General Meeting beyond the Termination Date.
The Adjournment Proposal will only be presented at the Extraordinary General Meeting if there are not sufficient votes to approve the Charter Amendment Proposals or the Contingent Right Proposal.
Consequences if the Adjournment Proposal is Not Approved
If the Adjournment Proposal is not approved by our shareholders, our Chairman 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 Proposals.
Vote Required for Approval
The approval of the Adjournment Proposal requires must be passed as an ordinary resolution under the Companies Act, and therefore requires the affirmative vote of the majority of the votes cast by shareholders represented in person or by proxy at the Extraordinary General Meeting. Accordingly, if a valid quorum is otherwise established, a shareholder’s failure to vote by proxy or at the Extraordinary General Meeting 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.
Recommendation of the Board
OUR BOARD UNANIMOUSLY RECOMMENDS THAT OUR SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE ADJOURNMENT PROPOSAL.
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UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
The following is a discussion of certain material U.S. federal income tax considerations for holders of our Class A ordinary shares with respect to the exercise of redemption rights in connection with the approval of the Charter Amendment Proposals. This discussion is limited to certain U.S. federal income tax considerations to beneficial owners of our Class A ordinary shares who hold such shares as a capital asset within the meaning of Section 1221 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”).
This discussion is a summary only and does not describe all of the tax consequences that may be relevant to you in light of your particular circumstances, including but not limited to the alternative minimum tax, the Medicare tax on certain net investment income and the different consequences that may apply if you are subject to special rules that apply to certain types of investors, including but not limited to:
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our Sponsors, founders, officers or directors;
•
financial institutions or financial services entities;
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broker-dealers;
•
governments or agencies or instrumentalities thereof;
•
regulated investment companies;
•
S corporations;
•
real estate investment trusts;
•
expatriates or former long-term residents of the United States;
•
persons that actually or constructively own five percent or more (by vote or value) of our shares;
•
insurance companies;
•
dealers or traders subject to a mark-to-market method of accounting with respect to the securities;
•
persons holding the securities as part of a “straddle,” constructive sale, hedge, conversion or other integrated or similar transaction;
•
U.S. holders (as defined below) whose functional currency is not the U.S. dollar;
•
partnerships or other pass-through entities for U.S. federal income tax purposes and any beneficial owners of such partnerships;
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