UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant |
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Filed by a party other than the Registrant |
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Check the appropriate box:
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material under § 240.14a-12 |
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FinServ Acquisition
Corp. II |
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(Name of Registrant as Specified In Its Charter) |
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(Name of Person(s) Filing Proxy Statement, if
other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
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Fee paid previously with preliminary materials. |
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a- 6(i)(1) and 0-11. |
PRELIMINARY PROXY
STATEMENT
SUBJECT TO COMPLETION,
DATED JULY 18, 2023
FINSERV ACQUISITION CORP. II
c/o Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas
New York, NY 10105
LETTER TO STOCKHOLDERS
TO THE STOCKHOLDERS OF FINSERV ACQUISITION CORP.
II:
You are cordially invited to attend the special meeting of stockholders
(the “Meeting”), of FinServ Acquisition Corp. II (“we”, “us”, “our”
or the “Company”), to be held at [____] a.m. Eastern time on August [__], 2023, at the offices of Ellenoff Grossman
& Schole LLP located at 1345 Avenue of the Americas, New York, New York 10105. You will not be required to attend the Meeting in person
in order to vote.
Even if you are planning on attending the Meeting, please promptly
submit your proxy vote by telephone, or, if you received a printed form of proxy in the mail, by completing, dating, signing and returning
the enclosed proxy, so your shares will be represented at the Meeting. Instructions on voting your shares are on the proxy materials you
received for the Meeting. Even if you plan to attend the Meeting, it is strongly recommended you complete and return your proxy card before
the Meeting date, to ensure that your shares will be represented at the Meeting if you are unable to attend. You will also be able to
vote your shares online by visiting www.cstproxyvote.com.
The accompanying proxy statement
(the “Proxy Statement”) is dated [_________], 2023, and is first being mailed to stockholders of the Company on or
about [________], 2023. The sole purpose of the Meeting is to consider and vote upon the following proposals (the “Proposals”):
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a proposal to amend the Company’s amended and restated certificate of incorporation, as amended on February 21, 2023 (the “Charter”), in the form set forth in Annex A to the accompanying Proxy Statement (the “Second Extension Amendment” and such proposal, the “Extension Amendment Proposal”), to extend the date by which the Company must (i) consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”, and the Company’s initial Business Combination, the “Business Combination”), (ii) cease all operations except for the purpose of winding up, and (iii) the redemption of 100% of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”) included as part of the units (the “Public Shares”) sold in the Company’s initial public offering that was consummated on February 22, 2021 (the “IPO”), from August 22, 2023 to February 22, 2024 (the “Second Extension”, and such later date, the “Second Extended Date”), or such earlier date as determined by the Company’s board of directors (the “Board”)); |
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a proposal to amend the Charter in the form set forth in Annex B to the accompanying Proxy Statement to eliminate from the Charter the limitation that the Company will only redeem the Public Shares so long as (after such redemption), the Company’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended), or of any entity that succeeds to the Company as a public company, will be at least $5,000,001 either immediately prior to or upon consummation of the initial Business Combination (the “Redemption Limitation”) in order to allow the Company to redeem Public Shares irrespective of whether such redemption would exceed the Redemption Limitation (the “Redemption Limitation Amendment Proposal” and, together with the Extension Amendment Proposal, the “Charter Amendment Proposals,” and such Charter amendments collectively, the “Charter Amendments”); and |
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a proposal to approve the adjournment of the 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 other Proposals (the “Adjournment Proposal”). The Adjournment Proposal may be presented at the Meeting if there are not sufficient votes to approve any of the other Proposals. |
Each of the Proposals are
more fully described in the accompanying Proxy Statement.
The
Company’s final IPO prospectus filed with the U.S. Securities and Exchange Commission on February 19, 2021 (File No.: 333-252672)
(the “IPO Prospectus”) and the Charter provided that the Company initially had until February 22, 2023 (the date
that was 24 months after the consummation of the IPO) to complete the Business Combination. On February 20, 2023, the Company’s
stockholders approved an amendment to the Charter to extend the deadline by which it must complete the Business Combination from February 22,
2023 to August 22, 2023 (the “Extended Date”) (or such earlier date as determined by the Board) (the “First
Extension”). The purpose of the Second Extension Amendment Proposal and, if necessary, the Adjournment Proposal, is to
allow us additional time to complete the Business Combination. While we are currently in discussions regarding various Business Combination
opportunities, our Board currently believes that there will not be sufficient time before the Extended Date to complete the Business Combination.
Accordingly, the Board believes that in order to be able to consummate the Business Combination, we will need to obtain the Second Extension.
Therefore, the Board has determined that it is in the best interests of our stockholders to extend the date by which the Company has to
consummate a Business Combination to the Second Extended Date in order for our stockholders to have the opportunity to participate in
our future investment.
The purpose of the Redemption
Limitation Amendment Proposal is to eliminate from the Charter the Redemption Limitation in order to allow the Company to redeem Public
Shares, irrespective of whether such redemption would exceed the Redemption Limitation. The Board believes it is in the best interests
of the Company and its stockholders for the Company to be allowed to effect redemptions irrespective of the Redemption Limitation.
In connection with the Second
Extension Amendment or implementation of the Redemption Limitation Amendment Proposal, the holders of our Public Shares (“Public
Stockholders”) may elect (the “Election”) to redeem their Public Shares for a per-share price, payable in
cash, equal to the aggregate amount then on deposit in the U.S.-based trust account
in which proceeds from the IPO and the Private Placement (as defined below) were placed following the closing of the IPO and Private Placement
(the “Trust Account”), including interest (which interest shall be net of taxes payable), divided by the
number of then outstanding Public Shares, regardless of whether such Public Stockholders vote on the Extension Amendment Proposal or the
Redemption Limitation Amendment Proposal. If the Extension Amendment Proposal or the Redemption Limitation Amendment Proposal is approved
by the requisite vote of stockholders, the remaining holders of Public Shares will retain their right to redeem their Public Shares when
the Business Combination is submitted to the stockholders, subject to any limitations set forth in our Charter, as amended by the Second
Extension Amendment. In addition, Public Stockholders who do not make the Election would be entitled to have their Public Shares redeemed
for cash if the Company has not completed the Business Combination by the Second Extended Date.
On
January 30, 2023, we issued 7,499,999 shares of Class A Common stock to our Sponsor, FinServ Holdings II LLC (the “Sponsor”),
upon the conversion of an equal number of shares of the Company’s Class B common
stock, par value $0.0001 per share (the “Class B Common Stock” and together with the Class A Common Stock, the “Common
Stock”), which were issued to the Sponsor prior to our IPO. These conversion shares are
subject to the same restrictions as applied to the Class B Common Stock before the conversion, including, among other things, certain
transfer restrictions, waiver of redemption rights and the obligation to vote in favor of the Business Combination as described in the
IPO Prospectus. Following such conversion, our Sponsor owns 7,499,999 shares of our Class A Common Stock and one (1) share of our
Class B Common Stock (collectively, the “Founder Shares”), as well as 800,000 private placement units (the “Private
Placement Units”), which were purchased by the Sponsor in a private placement that occurred simultaneously with the completion
of the IPO (the “Private Placement”).
To make the Election, you must demand that the Company redeem your
Public Shares for a pro rata portion of the funds held in the Trust Account and tender your Public Shares to the Company’s transfer
agent at least two business days prior to the Meeting (or [_________], 2023). You may tender your Public Shares by either delivering
your share certificate to the transfer agent or by delivering your shares electronically using the Depository Trust Company’s Deposit/Withdrawal
At Custodian system. If you hold your Public Shares in street name, you will need to instruct your bank, broker or other nominee to withdraw
the Public Shares from your account in order to make the Election.
As of the Record Date (as
defined below), based on funds in the Trust Account of approximately $[___] million as of such date, the pro rata portion of the funds
available in the Trust Account for the redemption of Public Shares was approximately $[____] per Public Share (before taking into account
the removal of the accrued interest in the Trust Account to pay our taxes). The closing price of the Class A Common Stock on the Record
Date as reported on the Nasdaq Capital Market was $[____]. The Company cannot assure stockholders that they will be able to sell their
Public Shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not
be sufficient liquidity in its securities when such stockholders wish to sell their shares.
Pursuant to the Inflation
Reduction Act of 2022, a U.S. federal excise tax (the “Excise Tax”) has been imposed on certain repurchases
(including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded
foreign corporations. The Excise Tax is imposed on the repurchasing corporation and not on its stockholders. The amount of the Excise
Tax is equal to 1% of the fair market value of the shares repurchased at the time of the repurchase, subject to certain exceptions and
carveouts. Accordingly, redemptions of our Public Shares in connection with the Meeting may subject the Company to pay the Excise
Tax.
In the event the Company is
required to pay the Excise Tax, it will not withdraw any amounts from the Trust Account, including interest earned on the Trust Account,
to pay for any Excise Tax that may be due. Additionally, if the Second Extension Amendment is implemented, the Company plans to continue
to maintain the remaining amount in its Trust Account in an interest-bearing demand deposit account at a bank.
The Adjournment Proposal,
if adopted, will allow our Board to adjourn the Meeting to a later date or dates to permit further solicitation of proxies. The Adjournment
Proposal may be presented to our stockholders in the event that there are insufficient votes for, or otherwise in connection with, the
approval of any of the other Proposals.
If the Extension Amendment
Proposal is not approved or we are otherwise unable to complete the Second Extension Amendment and we do not consummate the Business Combination
by the Extended Date, in accordance with our Charter and as extended by the First Extension, 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, subject
to lawfully available funds therefor, redeem 100% of the Public Shares in consideration of a per-share price, payable in cash, equal
to the quotient obtained by dividing (a) the aggregate amount then on deposit in the Trust Account, including interest not previously
released to us to pay our taxes (less up to $100,000 of such net interest to pay dissolution expenses), by (B) the total number of then
outstanding Public Shares, which redemption will completely extinguish rights of the Public Stockholders (including the right to receive
further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such
redemption, subject to the approval of our remaining stockholders and the Board in accordance with applicable law, dissolve and liquidate,
subject, in the case of clauses (ii) and (iii), to our obligations under the General Corporation Law of the State of Delaware (the “DGCL”)
to provide for claims of creditors and 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 a Business Combination by the Extended Date. In the event
of a liquidation, our Sponsor and our officers and directors will not receive any monies held in the Trust Account as a result of their
ownership of the Founder Shares or the Private Placement Units.
If the Redemption Limitation
Amendment Proposal is not approved, we likely will not proceed with the Second Extension Amendment if redemptions of our Public Shares
would cause the Company to exceed the Redemption Limitation, and, in such case, we will not redeem any Public Shares. If that were to
occur, Public Shares that a Public Stockholder elects to redeem but which are not redeemed shall be returned to such Public Stockholder
or such Public Stockholder’s account and such Public Stockholder will retain the right to have their Public Shares redeemed for
cash if we do not complete a Business Combination by the Extended Date. Additionally, if the Redemption Limitation Amendment Proposal
is not approved and there are requests for redemption such that the Redemption Limitation would be exceeded, the Redemption Limitation
may prevent the Company from being able to consummate a Business Combination, even
if all other conditions to closing are met, if no action is taken to increase our net tangible assets.
Subject to the foregoing,
the affirmative vote of at least 65% of the outstanding shares of Common Stock, including the Founder Shares, will be required to approve
the Charter Amendment Proposals. Stockholder approval of the Second Extension Amendment is required for the implementation of our Board’s
plan to extend the date by which we must consummate our Business Combination. Notwithstanding stockholder approval of the Charter Amendment
Proposals, our Board will retain the right to abandon and not implement the Charter Amendment Proposals at any time without any further
action by our stockholders.
Approval of the Adjournment Proposal, if presented, requires the affirmative
vote of the majority of the votes cast by stockholders present in person or represented by proxy at the Meeting (including those who voted
online) and entitled to vote thereon.
Our Board has fixed the close
of business on July 19, 2023 (the “Record Date”) as the date for determining the stockholders entitled to receive notice
of and vote at the Meeting and any adjournment thereof. Only holders of record of the Common Stock on that date are entitled to have their
votes counted at the Meeting or any adjournment thereof.
You are not being asked
to vote on the Business Combination at this time. If the Second Extension Amendment is implemented and you do not elect to redeem your
Public Shares, provided that you are a stockholder on the record date for a meeting to consider the Business Combination, you will retain
the right to vote on the Business Combination when it is submitted to stockholders and the right to redeem your Public Shares for cash
in the event the Business Combination is approved and completed or we have not consummated a Business Combination by the Second Extended
Date.
After
careful consideration of all relevant factors, the Board has determined that the Extension Amendment Proposal, THE REDEMPTION LIMITATION
AMENDMENT PROPOSAL and, if presented, the Adjournment Proposal are advisable and recommends that you vote or give instruction to vote
“FOR” such proposals.
Under the DGCL and the Company’s
bylaws, no other business may be transacted at the Meeting.
Enclosed is the Proxy Statement
containing detailed information concerning the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal, the Adjournment
Proposal and the Meeting. Whether or not you plan to attend the Meeting, we urge you to read this material carefully and vote your shares.
[___________], 2023 |
By Order of the Board of Directors |
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Lee Einbinder
Chief Executive Officer and Director |
Your vote is important. If you are a stockholder
of record, please sign, date and return your proxy card as soon as possible to make sure that your shares are represented at the Meeting.
If you are a stockholder of record, you may also cast your vote online or at the Meeting. If your shares are held in an account at a
brokerage firm or bank, you must instruct your broker or bank how to vote your shares, or you may cast your vote online or at the Meeting
by obtaining a proxy from your brokerage firm or bank. Your failure to vote or instruct your broker or bank how to vote will have the
same effect as voting “AGAINST” the Charter Amendment Proposals, and an abstention will have the same effect as voting “AGAINST”
the Charter Amendment Proposals. Abstentions and broker-non votes will be considered present for purposes of establishing a quorum but
will not count as votes cast and will have no effect on the outcome of the vote on the Adjournment Proposal. Failure to vote by proxy,
online or at the Meeting will have no effect on the outcome of the vote on the Adjournment Proposal. You will also be able to vote your
shares online by visiting www.cstproxyvote.com.
Important Notice Regarding
the Availability of Proxy Materials for the Special Meeting of Stockholders to be held on [____________], 2023: This notice of meeting
and the accompanying Proxy Statement are available at [_______________].
FINSERV ACQUISITION CORP. II
c/o Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas
New York, NY 10105
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
PROXY STATEMENT
The special meeting of stockholders (the “Meeting”),
of FinServ Acquisition Corp. II (“we”, “us”, “our” or the “Company”),
to be held at [____] a.m. Eastern time on [_______], 2023, at the offices of Ellenoff Grossman & Schole LLP located at 1345 Avenue
of the Americas, New York, New York 10105.
You will not be required to attend the Meeting in person in order to vote. You
may vote your shares online by visiting www.cstproxyvote.com. The Meeting will be held for the sole purpose of considering and
voting upon the following proposals (the “Proposals”):
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a proposal to amend the Company’s amended and restated certificate of incorporation, as amended on February 21, 2023 (the “Charter”), in the form set forth in Annex A hereto (the “Second Extension Amendment” and such proposal, the “Extension Amendment Proposal”), to extend the date by which the Company must (i) consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”, and the Company’s initial Business Combination, the “Business Combination”), (ii) cease all operations except for the purpose of winding up, and (iii) the redemption of 100% of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”) included as part of the units (the “Public Shares”) sold in the Company’s initial public offering that was consummated on February 22, 2021 (the “IPO”), from August 22, 2023 to February 22, 2024 (the “Second Extension”, and such later date, the “Second Extended Date”), or such earlier date as determined by the Company’s board of directors (the “Board”)); and |
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a proposal to amend the Charter in the form set forth in Annex B to the accompanying Proxy Statement to eliminate from the Charter the limitation that the Company will only redeem the Public Shares so long as (after such redemption), the Company’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended), or of any entity that succeeds to the Company as a public company, will be at least $5,000,001 either immediately prior to or upon consummation of the initial Business Combination (the “Redemption Limitation”) in order to allow the Company to redeem Public Shares irrespective of whether such redemption would exceed the Redemption Limitation (the “Redemption Limitation Amendment Proposal” and, together with the Extension Amendment Proposal, the “Charter Amendment Proposals,” and such Charter amendments collectively, the “Charter Amendments”); and |
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a proposal to approve the adjournment of the 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 other Proposals (the “Adjournment Proposal”). The Adjournment Proposal may be presented at the Meeting if there are not sufficient votes to approve any of the other Proposals. |
The
Company’s final IPO prospectus filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 19,
2021 (File No.: 333-252672) (the “IPO Prospectus”) and the Charter provided that the Company initially had until
February 22, 2023 (the date that was 24 months after the consummation of the IPO) to complete the Business Combination. On February
20, 2023, the Company’s stockholders approved an amendment to the Charter to extend the deadline by which it must complete the Business
Combination from February 22, 2023 to August 22, 2023 (the “Extended Date”) (or such earlier date as determined
by the Board) (the “First Extension”). The Extension Amendment Proposal is required for the implementation of
the plan of the Board to extend the date by which the Company has to complete the Business Combination. The purpose of the Second Extension
Amendment is to allow the Company more time to complete the Business Combination. While we are currently in discussions regarding various
Business Combination opportunities, our Board currently believes that there will not be sufficient time before the Extended Date to complete
the Business Combination. Accordingly, the Board believes that in order to be able to consummate the Business Combination, we will need
to obtain the Second Extension. Therefore, the Board has determined that it is in the best interests of our stockholders to extend the
date by which the Company has to consummate a Business Combination to the Second Extended Date in order for our stockholders to have the
opportunity to participate in our future investment.
The purpose of the Redemption
Limitation Amendment Proposal is to eliminate from the Charter the Redemption Limitation in order to allow the Company to redeem Public
Shares, irrespective of whether such redemption would exceed the Redemption Limitation. The Board believes it is in the best interests
of the Company and its stockholders for the Company to be allowed to effect redemptions irrespective of the Redemption Limitation.
In connection with the Second
Extension Amendment or implementation of the Redemption Limitation Amendment Proposal, the holders of our Public Shares (“Public
Stockholders”) may elect (the “Election”) to redeem their Public Shares for a per-share price, payable in
cash, equal to the aggregate amount then on deposit in the U.S.-based trust account
in which proceeds from the IPO and the Private Placement (as defined below) were placed following the closing of the IPO and Private Placement
(the “Trust Account”), including interest (which interest shall be net of taxes payable), divided by the
number of then outstanding Public Shares, regardless of whether such Public Stockholders vote on the Extension Amendment Proposal or the
Redemption Limitation Amendment Proposal. If the Extension Amendment Proposal or the Redemption Limitation Amendment Proposal is approved
by the requisite vote of stockholders, the remaining holders of Public Shares will retain their right to redeem their Public Shares when
the Business Combination is submitted to the stockholders, subject to any limitations set forth in our Charter, as amended by the Second
Extension Amendment. In addition, Public Stockholders who do not make the Election would be entitled to have their Public Shares redeemed
for cash if the Company has not completed the Business Combination by the Second Extended Date.
On
January 30, 2023, we issued 7,499,999 shares of Class A Common stock to our Sponsor, FinServ Holdings II LLC (the “Sponsor”),
upon the conversion of an equal number of shares of the Company’s Class B
common stock, par value $0.0001 per share (the “Class B Common Stock”), which were issued to the Sponsor prior to our
IPO. These conversion shares are subject to the same restrictions as applied to the Class
B Common Stock before the conversion, including, among other things, certain transfer restrictions, waiver of redemption rights and the
obligation to vote in favor of the Business Combination as described in the IPO Prospectus. Following such conversion, our
Sponsor owns 7,499,999 shares of our Class A Common Stock and one (1) share of
our Class B Common Stock (collectively, the “Founder Shares”), as well as 800,000 private placement units
(the “Private Placement Units”), which were purchased by the
Sponsor in a private placement that occurred simultaneously with the completion of the IPO (the “Private Placement”).
To make the Election,
you must demand that the Company redeem your Public Shares for a pro rata portion of the funds held in the Trust Account and tender your
shares to the Company’s transfer agent at least two business days prior to the Meeting (or [________], 2023). You may
tender your shares by either delivering your share certificate to the transfer agent or by delivering your shares electronically using
the Depository Trust Company’s (“DTC”) Deposit/Withdrawal At Custodian (“DWAC”) system. If you hold your
Public Shares in street name, you will need to instruct your bank, broker or other nominee to withdraw the Public Shares from your account
in order to make the Election.
The withdrawal of funds from
the Trust Account in connection with the Election will reduce the amount held in the Trust Account following the Election and the amount
remaining in the Trust Account may be significantly less than the approximately $50.66 million that was in the Trust Account as of March
31, 2023. In such event, the Company may need to obtain additional funds to complete the Business Combination, and there can be no assurance
that such funds will be available on terms acceptable to the parties or at all.
Notwithstanding stockholder
approval of the Charter Amendment Proposals, our Board will retain the right to abandon and not implement the Charter Amendment Proposals
at any time without any further action by our stockholders.
If the Redemption Limitation
Amendment Proposal is approved, even if redemptions of the Public Shares would cause the Company to exceed the Redemption Limitation,
we will be able to proceed with such redemptions.
The Adjournment Proposal,
if adopted, will allow our Board to adjourn the Meeting to a later date or dates to permit further solicitation of proxies. The Adjournment
Proposal may be presented to our stockholders in the event that there are insufficient votes for, or otherwise in connection with, the
approval of any of the other Proposals.
If the Extension Amendment
Proposal is not approved or we are otherwise unable to complete the Second Extension Amendment and we do not consummate the Business Combination
by the Extended Date, in accordance with our Charter and as extended by the First Extension, 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, subject
to lawfully available funds therefor, redeem 100% of the Public Shares in consideration of a per-share price, payable in cash, equal
to the quotient obtained by dividing (a) the aggregate amount then on deposit in the Trust Account, including interest not previously
released to us to pay our taxes (less up to $100,000 of such net interest to pay dissolution expenses), by (B) the total number of then
outstanding Public Shares, which redemption will completely extinguish rights of Public Stockholders (including the right to receive further
liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption,
subject to the approval of our remaining stockholders and the Board in accordance with applicable law, dissolve and liquidate, subject,
in the case of clauses (ii) and (iii), to our obligations under the General Corporation Law of the State of Delaware (the “DGCL”)
to provide for claims of creditors and 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 a Business Combination by the Extended Date, 30 months
from the closing of the IPO (the “Combination Period”). In the event of a liquidation, our Sponsor and our officers
and directors will not receive any monies held in the Trust Account as a result of their ownership of the Founder Shares or the Private
Placement Units. As a consequence, a liquidating distribution will be made only with respect to the Public Shares.
If the Redemption Limitation
Amendment Proposal is not approved, we likely will not proceed with the Second Extension Amendment if redemptions of our Public Shares
would cause the Company to exceed the Redemption Limitation, and, in such case, we will not redeem any Public Shares. If that were to
occur, Public Shares that a Public Stockholder elects to redeem but which are not redeemed shall be returned to such Public Stockholder
or such Public Stockholder’s account and such Public Stockholder will retain the right to have their Public Shares redeemed for
cash if we do not complete a Business Combination by the Extended Date. Additionally, if the Redemption Limitation Amendment Proposal
is not approved and there are requests for redemption such that the Redemption Limitation would be exceeded, the Redemption Limitation
may prevent the Company from being able to consummate a Business Combination, even
if all other conditions to closing are met, if no action is taken to increase our net tangible assets.
If the Company liquidates,
the Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products
sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or similar agreement
or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share
and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if
less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability
will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies
held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters
of our IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities
Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will
not be responsible to the extent of any liability for such third-party claims. We cannot assure you, however, that the Sponsor would be
able to satisfy those obligations. As of the Record Date (as defined below), based on funds in the Trust Account of approximately $[____]
million as of such date, the pro rata portion of the funds available in the Trust Account for the redemption of Public Shares was approximately
$[____] per Public Share (before taking into account the removal of the accrued interest in the Trust Account to pay our taxes). Nevertheless,
the Company cannot assure you that the per-share distribution from the Trust Account, if the Company liquidates, will not be less than
$10.00, plus interest, due to unforeseen claims of creditors.
Under the DGCL, stockholders
may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution.
If the corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable
provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation,
a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating
distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser
of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder
would be barred after the third anniversary of the dissolution.
Because the Company will not
be complying with Section 280 of the DGCL, as described in our IPO Prospectus, Section 281(b) of the DGCL requires us to
adopt a plan, based on facts known to us at such time that will provide for our payment of all existing and pending claims or claims that
may be potentially brought against us within the 10 years following our dissolution. However, because we are a blank check company,
rather than an operating company, and our operations have been limited to searching for prospective target businesses to acquire, the
only likely claims to arise would be from our vendors (such as lawyers or investment bankers) or prospective target businesses.
Pursuant to the Inflation
Reduction Act of 2022, a U.S. federal excise tax (the “Excise Tax”) has been imposed on certain repurchases
(including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded
foreign corporations. The Excise Tax is imposed on the repurchasing corporation and not on its stockholders. The amount of the Excise
Tax is equal to 1% of the fair market value of the shares repurchased at the time of the repurchase, subject to certain exceptions and
carveouts. Accordingly, redemptions of our Public Shares in connection with the Meeting may subject the Company to pay the Excise
Tax.
In the event the Company
is required to pay the Excise Tax, it will not withdraw any amounts from the Trust Account, including interest earned on the Trust
Account, to pay for any Excise Tax that may be due. Additionally, if the Second Extension Amendment is implemented, the Company plans
to continue to maintain the remaining amount in its Trust Account in an interest-bearing demand deposit account at a bank.
If the Redemption Limitation
Amendment Proposal is approved, even if redemptions of the Public Shares would cause the Company to exceed the Redemption Limitation,
we will be able to proceed with such redemptions.
If the Extension Amendment
Proposal or Redemption Limitation Amendment Proposal is approved, and either of the Charter Amendments is implemented, the Company, pursuant
to the terms of the investment management trust agreement, dated February 17, 2021 (the “Trust Agreement”), by and
between the Company and Continental Stock Transfer & Trust Company (“Continental”), will (i) remove from
the Trust Account an amount (the “Withdrawal Amount”), equal to the number of Public Shares properly redeemed multiplied
by the per-share price, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held
in the Trust Account and not previously released to pay our taxes, divided by the number of then outstanding Public Shares, and (ii) deliver
to the holders of such redeemed Public Shares their portion of the Withdrawal Amount. The remainder of such funds shall remain in the
Trust Account and be available for use by the Company to complete a Business Combination on or before the Second Extended Date. Holders
of Public Shares who do not redeem their Public Shares now will retain their redemption rights and their ability to vote on a Business
Combination through the Second Extended Date, if the Extension Amendment Proposal is approved.
Our Board has fixed the close
of business on July 19, 2023 (the “Record Date”) as the date for determining the Company stockholders entitled to receive
notice of and vote at the Meeting and any adjournment thereof. Only holders of record of the Common Stock on that date are entitled to
have their votes counted at the Meeting or any adjournment thereof. On the Record Date of the Meeting, there were 13,259,002
shares of our Class A Common Stock and one (1) share of Class B Common Stock outstanding. The Company’s warrants do not have
voting rights in connection with the Proposals.
This proxy statement (the
“Proxy Statement”) contains important information about the Meeting and the Proposals. Please read it carefully and
vote your shares.
We will pay for the entire
cost of soliciting proxies from our working capital. We have engaged Advantage Proxy, Inc. (the “Solicitation Agent”)
to assist in the solicitation of proxies for the Meeting. We have agreed to pay the Solicitation Agent approximately $5,000 in connection
with such services for the Meeting. We will also reimburse the Solicitation Agent for reasonable out-of-pocket expenses and will indemnify
the Solicitation Agent and its affiliates against certain claims, liabilities, losses, damages and expenses. In addition to these mailed
proxy materials, our Board and the Management 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 the Business Combination, we do not expect such payments to have a material effect on our ability to consummate an initial
Business Combination.
This Proxy Statement is dated
[________], 2023 and is first being mailed to stockholders on or about [________], 2023.
[________], 2023 |
By Order of the Board of Directors |
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Lee Einbinder
Chief Executive Officer and Director |
TABLE OF CONTENTS
QUESTIONS AND ANSWERS ABOUT THE MEETING
These Questions and Answers
are only summaries of the matters they discuss. They do not contain all of the information that may be important to you. You should read
carefully the entire document, including the annexes to this Proxy Statement.
Why am I receiving this Proxy Statement?
This Proxy Statement and the
enclosed proxy card are being sent to you in connection with the solicitation of proxies by the Board for use at the Meeting, which is
a special meeting of stockholders, to be held at [____] a.m. Eastern time on [_________], 2023, or at any adjournments or postponements
thereof. This Proxy Statement summarizes the information that you need to make an informed decision on the Proposals to be considered
at the Meeting. This Proxy Statement and the enclosed proxy card were first sent to our stockholders on or about [_________], 2023.
We are a blank check company
incorporated in Delaware on November 23, 2020, for the purpose of effecting a Business Combination. On February 22, 2021, we consummated
our IPO, as well as the Private Placement, from which we derived gross proceeds of approximately $308,000,000 ($10.00 per unit) in
the aggregate. Following the closing of the IPO, an amount of $300,000,000 from the net proceeds of the sale of the units in the IPO and
the sale of the Private Placement Units was placed in the Trust Account. Like most blank check companies, our Charter provides for the
return of our IPO proceeds held in the Trust Account to the holders of our Public Shares if there is no qualifying Business Combination consummated
on or before the end of the Combination Period. Our Board believes that it is in the best interests of the stockholders to continue our
existence until the Second Extended Date in order to allow us more time to complete the Business Combination.
The Meeting is being held,
in part, to allow us additional time to complete the Business Combination.
The Proposals
What is being voted on?
You are being asked to vote
on three Proposals:
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Extension Amendment Proposal. A proposal to amend our Charter to extend the date by which we have to either consummate a Business Combination or wind up the Company and redeem 100% of the Public Shares sold in the IPO from August 22, 2023 to February 22, 2024 (or such earlier date as determined by the Board); |
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Redemption Limitation Amendment Proposal. A proposal to amend our Charter to eliminate from the Charter the Redemption Limitation in order to allow the Company to redeem Public Shares irrespective of whether such Redemption Limitation is surpassed. |
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Adjournment Proposal. A proposal to approve the adjournment of the 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 other Proposals. |
Why is the Company proposing the Extension
Amendment Proposal?
Our Charter provides for the
return of our IPO proceeds held in the Trust Account to the holders of Public Shares if there is no qualifying Business Combination consummated
on or before the Extended Date, the current end of the Combination Period. As explained below, we will not be able to complete the Business
Combination by that date and therefore, we are asking for an extension of this timeframe.
The purpose of the Extension
Amendment Proposal and, if necessary, the Adjournment Proposal, is to allow us additional time to complete the Business Combination. There
is no assurance that we will be able to consummate the Business Combination, given the actions that must occur prior to closing of the
Business Combination.
We believe that given our
expenditure of time, effort and money on finding a Business Combination, circumstances warrant providing Public Stockholders an opportunity
to consider the Business Combination. Accordingly, the Board is proposing the Extension Amendment Proposal to amend our Charter in the
form set forth in Annex A hereto to extend the date by which we must (i) consummate a Business Combination, (ii) cease
our operations if we fail to complete such Business Combination, and (iii) redeem or repurchase 100% of the Public Shares sold in
our IPO from August 22, 2023 to February 22, 2024 (or such earlier date as determined by the Board).
You are not being asked
to vote on the Business Combination at this time. If the Second Extension Amendment is implemented and you do not elect to redeem your
Public Shares, provided that you are a stockholder on the record date for a meeting to consider the Business Combination, you will retain
the right to vote on the Business Combination when it is submitted to stockholders and the right to redeem your Public Shares for cash
in the event the Business Combination is approved and completed or we have not consummated a Business Combination by the Second Extended
Date.
Why is the Company proposing the Redemption
Limitation Amendment Proposal?
Our Charter provides that
that we will only redeem Public Shares so long as (after such redemption), the Company’s net tangible assets, or of any entity that
succeeds to the Company as a public company, will be at least $5,000,001 either immediately prior to or upon consummation of the initial
Business Combination. If the Redemption Limitation Amendment Proposal is not approved and there are requests
for redemption such that the Redemption Limitation would be exceeded, the Redemption Limitation would prevent the Company from being able
to consummate a Business Combination, if no action is taken to increase our net tangible assets, even if all contractual conditions to
closing the Business Combination are met or waived.
In addition, our securities
are listed on the Nasdaq Capital Market and have been since the consummation of our IPO. The Company believes that The Nasdaq Stock
Market LLC (“Nasdaq”) has initial listing standards that meet the criteria identified in the Exchange Rule (as defined
below in the section entitled “Proposal 2 – The Redemption Limitation Amendment Proposal”) and that it can therefore
rely on this rule to avoid being treated as a penny stock. Therefore, we believe the inclusion of the Redemption Limitation in the Charter
is unnecessary.
Why is the Company proposing the Adjournment
Proposal?
The Company is proposing the
Adjournment Proposal to provide flexibility to adjourn the Meeting to give the Company more time to seek approval of the Charter Amendment
Proposals, if necessary. If the Adjournment Proposal is not approved, the Company will not have the ability to adjourn the Meeting to
a later date for the purpose of soliciting additional proxies. In such event, the Second Extension may not be completed, and in such event,
the Company would cease all operations except for the purpose of winding up, redeeming 100% of the outstanding Public Shares for cash
and, subject to the approval of its remaining stockholders and the Board, dissolving and liquidating.
Why should I vote “FOR”
the Extension Amendment Proposal?
Our Board believes stockholders
should have an opportunity to evaluate the Business Combination. Accordingly, the Board is proposing the Extension Amendment Proposal
to amend our Charter in the form set forth in Annex A hereto to extend the date by which we must (i) consummate a Business
Combination, (ii) cease our operations if we fail to complete such Business Combination, and (iii) redeem or repurchase 100%
of the Public Shares sold in our IPO from August 22, 2023 to February 22, 2024 (or such earlier date as determined by the Board). The
Second Extension would give the Company the opportunity to complete the Business Combination.
Our Charter provides that
if our stockholders approve an amendment to our Charter that would affect the substance or timing of our obligation to redeem 100% of
our Public Shares if we do not complete our Business Combination before the Extended Date, we will provide our Public Stockholders with
the opportunity to redeem all or a portion of their Public Shares upon such approval 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), divided by the
number of then outstanding Public Shares. We believe that this Charter provision was included to protect our stockholders from having
to sustain their investments for an unreasonably long period if we failed to find a suitable Business Combination in the timeframe contemplated
by the Charter.
Our Board recommends that
you vote in favor of the Extension Amendment Proposal.
Why should I vote “FOR”
the Redemption Limitation Amendment Proposal?
If the Redemption Limitation
Amendment Proposal is not approved and there are requests for redemption such that the Redemption Limitation would be exceeded, the Redemption
Limitation would prevent the Company from being able to consummate an initial Business Combination. The Company believes that the Redemption
Limitation is not needed. The purpose of such limitation was initially to ensure that the Company did not become subject to the SEC’s
“penny stock” rules. Because the Public Shares would not be deemed to be “penny stock” as such securities are
listed on a national securities exchange, the Company is presenting the Redemption Limitation Amendment Proposal to facilitate the consummation
of an initial Business Combination. If the Redemption Limitation Amendment Proposal is not approved and there are requests for redemption
such that the Company’s net tangible assets would be less than $5,000,001 prior to or upon the consummation of an initial Business
Combination, the Company’s Charter would prevent the Company from being able to consummate an initial Business Combination even
if all other conditions to closing are met.
Our Board recommends that
you vote in favor of the Redemption Limitation Amendment Proposal.
Why should I vote “FOR”
the Adjournment Proposal?
If the Adjournment Proposal
is not approved by our stockholders, our Board may not be able to adjourn the Meeting to a later date in the event that there are insufficient
votes for, or otherwise in connection with, the approval of the other Proposals.
Are the Proposals conditioned on one another?
Approval of the Extension
Amendment Proposal is a condition to the implementation of the Second Extension Amendment. Approval of the Extension Amendment Proposal
is a condition to the approval of the Redemption Limitation Amendment Proposal.
What vote is required to adopt the Proposals?
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Extension Amendment Proposal. The approval of the Extension Amendment Proposal will require the affirmative vote of holders of at least 65% of our outstanding shares of Common Stock on the Record Date, including the Founder Shares. |
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Redemption Limitation Amendment Proposal. The approval of the Redemption Limitation Amendment Proposal will require the affirmative vote of holders of at least 65% of our outstanding shares of Common Stock on the Record Date, including the Founder Shares. |
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Adjournment Proposal. Approval
of the Adjournment Proposal, if presented, requires the affirmative vote of the majority of the votes
cast by stockholders present in person or represented by proxy at the Meeting (including those who
voted online) and entitled to vote thereon. |
What if I don’t want to vote
“FOR” any of the Proposals?
If you do not want either
of the Charter Amendment Proposals to be approved, you may abstain, not vote, or vote “AGAINST” such proposals. You will be
entitled to redeem your Public Shares for cash in connection with this vote whether or not you vote on the Extension Amendment Proposal,
so long as you make the Election. If the Extension Amendment Proposal or the Redemption Limitation Amendment Proposal is approved, and
the either of the Charter Amendments is implemented, then the Withdrawal Amount will be withdrawn from the Trust Account and paid to the
redeeming holders.
If you do not want the Adjournment
Proposal to be approved, you must vote against such proposal. Abstentions and broker non-votes (as described below) will have no effect
on such proposal.
How do the Company insiders intend to vote
their shares?
All of our directors, executive
officers and their respective affiliates are expected to vote any Common Stock over which they have voting control (including any Public
Shares owned by them) in favor of the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal and the Adjournment Proposal.
Currently, our Sponsor owns approximately 62.6% of our issued and outstanding shares of Common Stock, including 7,500,000 Founder Shares.
As a result, only 318,352 of the Public Shares are needed to vote for the Charter Amendment Proposals in order to approve the Charter
Amendment Proposals. The Sponsor and our directors, executive officers and their affiliates do not intend to purchase shares of Common
Stock in the open market or in privately negotiated transactions in connection with the stockholder vote on the Charter Amendment Proposals.
In addition, the Sponsor and/or
the Company may enter into arrangements with a limited number of the Company’s stockholders pursuant to which such stockholders
would agree not to redeem the Public Shares beneficially owned by them in connection with the
Charter Amendment Proposals. The Sponsor and/or Company may provide such stockholders either securities of the Company, membership
interests in the Sponsor or other consideration pursuant to such arrangements.
Does the Board recommend voting for the
approval of the Proposals?
Yes. After careful consideration
of the terms and conditions of these Proposals, our Board has determined that the Extension Amendment Proposal, the Redemption Limitation
Amendment Proposal and, if presented, the Adjournment Proposal are in the best interests of the Company and its stockholders. The Board
recommends that our stockholders vote “FOR” the Extension Amendment Proposal, “FOR” the Redemption Limitation
Amendment Proposal and “FOR” the Adjournment Proposal, if presented.
What interests do the Sponsor, directors
and officers have in the approval of the Proposals?
The Sponsor, directors and
officers have interests in the Proposals that may be different from, or in addition to, your interests as a stockholder. These interests
include ownership of 7,500,000 Founder Shares (purchased for a nominal price, currently consisting of 7,499,999 shares of Class A Common
Stock and one (1) share of Class B Common Stock) and 800,000 Private Placement Units (purchased for $8,000,000), which would expire worthless
if the Business Combination is not consummated. See the section below entitled “Proposal One — The Extension Amendment Proposal — Interests
of the Sponsor and our Directors and Officers”.
Do I have appraisal rights if I
object to any of the Proposals?
Our stockholders do not have
appraisal rights in connection with the Proposals under the DGCL.
The Charter Amendment Proposals
When would the Board abandon the Extension
Amendment Proposal?
Our Board will abandon the Second Extension Amendment
if our stockholders do not approve the Extension Amendment Proposal. In addition, notwithstanding stockholder approval of the Extension
Amendment Proposal, our Board will retain the right to abandon and not implement the Second Extension Amendment at any time without any
further action by our stockholders.
What happens if the Extension Amendment
Proposal is not approved?
Our Board will abandon the
Second Extension Amendment if our stockholders do not approve the Extension Amendment Proposal.
If the Extension Amendment
Proposal is not approved or we are otherwise unable to complete the Second Extension Amendment and we do not consummate the Business Combination
within the Combination Period, in accordance with our Charter and as extended by the First Extension, 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,
subject to lawfully available funds therefor, redeem 100% of the Public Shares in consideration of a per-share price, payable in
cash, equal to the quotient obtained by dividing (a) the aggregate amount then on deposit in the Trust Account, including interest not
previously released to us to pay our taxes (less up to $100,000 of such net interest to pay dissolution expenses), by (B) the total number
of then outstanding Public Shares, which redemption will completely extinguish rights of Public Stockholders (including the right to receive
further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such
redemption, subject to the approval of our remaining stockholders and the Board in accordance with applicable law, dissolve and liquidate,
subject, in the case of clauses (ii) and (iii), to our obligations under the DGCL to provide for claims of creditors and 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 Business Combination within the Combination Period. 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 and our officers and directors will not receive any monies held in the Trust Account as a result of their ownership of the
Founder Shares or the Private Placement Units.
If the Charter Amendment Proposals are approved,
what happens next?
We are seeking the Second
Extension Amendment to provide us additional time to compete the Business Combination. Our seeking to complete the Business Combination
will involve:
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negotiating and executing a definitive agreement and related agreements; |
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completing proxy materials; |
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establishing a meeting date and record date for considering the Business Combination, and distributing proxy materials to stockholders; and |
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holding a special meeting to consider the Business Combination. |
We are seeking approval of
the Extension Amendment Proposal because we will not be able to complete all of the tasks listed above prior to the Extended Date. If
the Extension Amendment Proposal is approved, we expect to seek stockholder approval of the Business Combination. If stockholders approve
the Business Combination, we expect to consummate the Business Combination as soon as possible following such stockholder approval.
Upon approval of the Charter
Amendment Proposals, we will file the Charter Amendments with the Secretary of State of the State of Delaware (the “DE Secretary
of State”) in the form set forth in Annex A and Annex B hereto. Alternatively, in the unlikely event that the Extension
Amendment Proposal is approved but the Redemption Limitation Amendment Proposal is not approved, upon approval of the Extension Amendment
Proposal, we may elect to proceed with the Second Extension Amendment, and in such case, we will file the Second Extension Amendment with
the DE Secretary of State in the form set forth in Annex A hereto.
If the Extension 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 Common Stock held by the Sponsor and our directors and our officers as a result of their ownership
of shares of Common Stock, including the Founder Shares.
Notwithstanding stockholder
approval of the Charter Amendment Proposals, our Board will retain the right to abandon and not implement the Charter Amendments at any
time without any further action by our stockholders.
What happens to our warrants if the Extension
Amendment Proposal is not approved?
If the Extension Amendment
Proposal is not approved and we do not consummate the Business Combination by the Extended Date, there will be no redemption rights or
liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our Business Combination within
the Combination Period. 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.
What happens to our warrants if the Extension
Amendment Proposal is approved and the Second Extension Amendment is implemented?
If the Extension Amendment
Proposal is approved and the Second Extension Amendment is implemented, we will retain the blank check company restrictions previously
applicable to us and continue to attempt to consummate a Business Combination until the Second Extended Date. The Public Warrants will
remain outstanding and only become exercisable 30 days after the completion of a Business Combination, provided that we have an effective
registration statement under the Securities Act covering the shares of Class A Common Stock 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).
Would I still be able to exercise my
redemption rights in connection with the Business Combination if I vote “AGAINST” any of the Proposals?
Unless you elect to redeem
your Public Shares at this time, you will be able to vote on the Business Combination when it is submitted to stockholders if you are
a stockholder on the record date for a meeting to seek stockholder approval of the Business Combination. If you vote against any of the
Proposals at the Meeting, you will retain your right to redeem your Public Shares upon consummation of the Business Combination in connection
with the stockholder vote to approve the Business Combination, subject to any limitations set forth in our Charter.
How do I redeem my shares of Class
A Common Stock?
If either of the Charter Amendments
is implemented, each of our Public Stockholders that made an Election may seek to redeem all or a portion of their 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), divided by the number of then outstanding Public Shares. If
you choose not to make an Election in connection with the Proposals, you will also be able to redeem your Public Shares in connection
with any stockholder vote to approve a proposed Business Combination, or if we have not consummated a Business Combination by the Second
Extended Date, subject to any limitations set forth in the Charter.
In order to exercise your
redemption rights, you must, prior to 5:00 p.m. Eastern time on [_______], 2023 (two business days before the Meeting)
tender your shares physically or electronically and submit a request in writing that we redeem your Public Shares for cash to Continental,
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 Redemption Team
E-mail: spacredemptions@continentalstock.com
Information about the Meeting
How do I attend the Meeting?
The Meeting will be held at [____]
a.m. Eastern time on August [__], 2023, at the offices of Ellenoff Grossman & Schole LLP located at 1345 Avenue of the Americas, New
York, New York 10105. You will not be required to attend the Meeting in person in order to vote.
How do I change or revoke my vote after
I have voted?
You may change your vote by
e-mailing a later-dated, signed proxy card to our Chief Financial Officer at info@finservacquisition.com, so that it is received by our
Chief Financial Officer prior to the Meeting or by attending the Meeting and voting. You also may revoke your proxy by sending a notice
of revocation to our Chief Financial Officer, which must be received by our Chief Financial Officer prior to the 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 Meeting and vote at the Meeting or online, you must follow the instructions included
with the enclosed proxy card.
How are votes counted?
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Charter Amendment Proposals. Each
of the Charter Amendment Proposals must be approved by the affirmative vote of at least 65% of the
outstanding shares of our Common Stock as of the Record Date, including the Founder Shares, voting
together as a single class. Accordingly, a Company stockholder’s failure to vote by proxy,
online or at the Meeting or an abstention with respect to the either of the Charter Amendment Proposals
will have the same effect as a vote “AGAINST” such proposals. Because our
Sponsor, Board and Management own approximately 62.6% of our issued and outstanding shares of Common
Stock, only 318,352 of the Public Shares are needed to vote for the Charter Amendment Proposals in
order to approve each Charter Amendment Proposal. |
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Adjournment Proposal. Approval
of the Adjournment Proposal, if presented, requires the affirmative vote of the majority of the votes
cast by stockholders present in person or represented by proxy at the Meeting (including those who
voted online) and entitled to vote thereon. Accordingly, a stockholder’s failure to vote by
proxy, online or at the 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 this proposal. |
If my shares are held in “street name”,
will my broker automatically vote them for me?
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 the Extension Amendment
Proposal, the Redemption Limitation Amendment Proposal and the Adjournment Proposal, if presented, will be considered non-discretionary,
and therefore your broker, bank, or nominee cannot vote your shares without your instruction on these proposals. Consequently, your bank,
broker, or other nominee can vote your shares for these proposals 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.
How many votes must be present to hold the Meeting?
A quorum of stockholders is necessary to hold a valid meeting. Holders
of a majority in voting power of our Common Stock on the Record Date issued and outstanding and entitled to vote at the Meeting, present
in person (including those who voted online) or represented by 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 or at the Meeting. Abstentions
will be counted towards the quorum requirement. In the absence of a quorum, the chairman of the Meeting has the power to adjourn the Meeting.
As of the Record Date for the Meeting, 6,629,503 shares of our Common Stock would be required to achieve a quorum.
Who can vote at the Meeting?
Only holders of record of our
Common Stock at the close of business on the Record Date, July 19, 2023, are entitled to have their vote counted at the Meeting and any
adjournments or postponements thereof. On the Record Date, 13,259,002 shares of our Class A Common Stock and one (1) share of Class B
Common Stock were outstanding and entitled to vote.
What is the difference between a stockholder
of record and a beneficial owner of shares held in street name?
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Stockholder 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, then you are a “stockholder of record”. |
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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. |
What is the proxy card?
The proxy card enables you
to appoint each of Lee Einbinder, our Chief Executive Officer, and Howard Kurz, our President, as your representatives at the Meeting.
By completing and returning the proxy card, you are authorizing Mr. Einbinder or Mr. Kurz to vote your shares at the Meeting in accordance
with your instructions on the proxy card. This way, your shares will be voted whether or not you attend the Meeting. Even if you plan
to attend the Meeting, it is strongly recommended that you complete and return your proxy card before the Meeting date in case your plans
change.
Will my shares be voted if I do not provide my proxy?
If you hold your shares directly in your own name,
they will not be voted if you do not provide a proxy.
Your shares may be voted under
certain circumstances if they are held in the name of a brokerage firm. Brokerage firms generally have the authority to vote shares not
voted by customers on certain “routine” matters.
Brokers are prohibited from
exercising discretionary authority on non-routine matters. The Extension Amendment Proposal, Redemption Limitation Amendment Proposal
and the Adjournment Proposal are considered non-routine matters, and therefore brokers cannot exercise discretionary authority regarding
these proposals for beneficial owners who have not returned proxies to the brokers (so-called “broker non-votes”).
How can I vote if I am a stockholder
of record?
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At the Meeting. If you are a stockholder of record, you may vote at the Meeting. |
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Online. You may also vote
by submitting a proxy for the Meeting. You may submit your proxy online at www.cstproxyvote.com,
24 hours a day, 7 days a week, until 11:59 a.m., Eastern time, on [_____], 2023 (have your proxy
card in hand when you visit the website). |
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By Mail. You may vote by proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. |
Whether or not you plan to
attend the Meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the Meeting and vote if you have
already voted by proxy.
How can I vote if I am a beneficial
owner of shares held in street name?
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At the Meeting. If you are a beneficial owner of shares held in street name and you wish to vote at the Meeting, you must obtain a legal proxy from the brokerage firm, bank, broker-dealer or other similar organization that holds your shares. Please contact that organization for instructions regarding obtaining a legal proxy. |
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By mail. You may vote by proxy by filling out the vote instruction form and sending it back in the envelope provided by your brokerage firm, bank, broker-dealer or other similar organization that holds your shares. |
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By telephone or online.
You may vote by proxy by submitting your proxy by telephone or online (if those options are available
to you) in accordance with the instructions on the enclosed proxy card or voting instruction card.
This is allowed if you hold shares in street name and your bank, broker or other nominee offers those
alternatives. Although most banks, brokers and other nominees offer these voting alternatives, availability
and specific procedures vary. |
You are also invited to attend the Meeting. However,
since you are not the stockholder of record, you may not vote your shares at the Meeting unless you request and obtain a valid proxy from
your broker or other agent. For more information, see the subsection above entitled “How do I attend the Meeting”.
What happens if I do not indicate how to vote my proxy?
If you sign your proxy card
without providing further instructions, your shares of the Common Stock will be voted “FOR” the Proposals.
How many votes do I have?
Each share of our Class A
Common Stock and Class B Common Stock is entitled to one vote on each matter that comes before the Meeting. See the section below
entitled “Beneficial Ownership of Securities” for information about the stock holdings of our Sponsor, directors and executive
officers.
Is my vote kept confidential?
Proxies, ballots and voting
tabulations identifying stockholders are kept confidential and will not be disclosed except as may be necessary to meet legal requirements.
What do I need to do now?
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 stockholder. You should then vote as soon as possible in accordance with the instructions provided in this Proxy Statement and
on the enclosed proxy card.
What should I do if I receive
more than one set of voting materials?
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 shares of the Common Stock.
Where do I find the voting results of the Meeting?
We will announce preliminary
voting results at the Meeting. The final voting results will be tallied by the inspector of election and published in the Company’s
Current Report on Form 8-K, which the Company is required to file with the SEC within four business days following the Meeting.
Who is paying for this proxy solicitation?
We will pay for the entire
cost of soliciting proxies from our working capital. We have engaged the Solicitation Agent to assist in the solicitation of proxies for
the Meeting. We have agreed to pay the Solicitation Agent approximately $5,000 in connection with such services for the Meeting. We will
also reimburse Solicitation Agent for reasonable out-of-pocket expenses and will indemnify the Solicitation Agent 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 a Business Combination if the Second Extension
is approved, we do not expect such payments to have a material effect on our ability to a Business Combination.
Who can help answer my questions?
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 the Solicitation
Agent at:
Advantage Proxy, Inc.
P.O. Box 10904
Yakima, WA 98909
Attn: Karen Smith
Toll Free Telephone: (877) 870-8565
Main Telephone: (206) 870-8565
E-mail: ksmith@advantageproxy.com
You may also contact us at:
FinServ Acquisition Corp. II
c/o Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas
New York, NY 10105
Email: info@finservacquisition.com
You may also obtain additional
information about the Company from documents filed with the SEC by following the instructions in the section below entitled “Where
You Can Find More Information”.
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, the pending
Business Combination, 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 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 enter into a definitive agreement and related agreements; |
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our ability to complete the Business Combination; |
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the anticipated benefits of the 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; |
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the competitive environment in which our successor will operate following the Business Combination; and |
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proposed changes in SEC rules related to special purpose acquisition companies (“SPACs”). |
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 below entitled “Risk Factors”, 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).
RISK FACTORS
You should consider carefully
all of the risks described in our (i) IPO Prospectus, (ii) Annual Reports on Form 10-K for the years ended December 31, 2021 and
December 31, 2022, as filed with the SEC on March 29, 2022 and March 31, 2023, respectively, (iii) Quarterly Report on Forms 10-Q
and 10-Q/A for the for the quarterly periods ended March 31, 2021, September
30, 2021, March 31, 2022, June 30, 2022, September 30, 2022 and March 31, 2023, as filed with the SEC on May 24, 2021,
January 21, 2022, May 13, 2022, August 12, 2022, November 14, 2022 and May 15, 2023, respectively, and (iv)
other reports we file with the SEC, before making a decision to invest in our securities. 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. We may disclose changes to
such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.
There are no assurances that the Second
Extension will enable us to complete a Business Combination.
Approving the Second Extension involves a number
of risks. Even if the Second Extension is approved and implemented, the Company can provide no assurances that the Business Combination
will be consummated prior to the Second Extended 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 Amendment Proposal is approved and the Second Extension Amendment is implemented,
the Company expects to seek stockholder approval of the Business Combination. We are required to offer stockholders the opportunity to
redeem their Public Shares in connection with the Second Extension Amendment, and we will be required to offer stockholders redemption
rights again in connection with any stockholder vote to approve the Business Combination. Even if the Second Extension Amendment or the
Business Combination are approved by our stockholders, 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 Second Extension Amendment and the Business Combination vote could exacerbate these risks. Other than in connection with a redemption
offer or liquidation, our stockholders 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 stockholders will be able to dispose of our shares at favorable
prices, or at all.
The Excise Tax may be imposed on us in connection
with our redemptions of shares in connection with a Business Combination or other stockholder vote pursuant to which stockholders would
have a right to submit their shares for redemption (a “Redemption Event”).
Pursuant to the Inflation Reduction
Act of 2022, commencing in 2023, the Excise Tax is imposed on certain repurchases (including redemptions) of stock by publicly traded
domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations. The Excise Tax is imposed
on the repurchasing corporation and not on its stockholders. The amount of the Excise Tax is equal to 1% of the fair market value of the
shares repurchased at the time of the repurchase. However, for purposes of calculating the Excise Tax, repurchasing corporations are permitted
to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable
year. The U.S. Department of the Treasury (the “Treasury Department”) has authority to promulgate regulations and provide
other guidance regarding the Excise Tax. In December 2022, the Treasury Department issued Notice 2023-2, indicating its intention to propose
such regulations and issuing certain interim rules on which taxpayers may rely. Under the interim rules, liquidating distributions made
by publicly traded domestic corporations are exempt from the excise tax. In addition, any redemptions that occur in the same taxable year
as a liquidation is completed will also be exempt from such tax. Accordingly, redemptions of our Public Shares in connection with the
Extension Amendment Proposal or the Redemption Limitation Amendment Proposal may subject us to the Excise Tax, unless one of the two exceptions
above apply. Such redemptions would only occur if the Extension Amendment Proposal or the Redemption Limitation Amendment Proposal is
approved by our stockholders and either of the Charter Amendments is implemented by the Board.
As described in the section
below entitled “Proposal One — The Extension Amendment Proposal — Redemption Rights”, if the Combination
Period is extended, our Public Stockholders will have the right to require us to redeem their Public Shares. Any redemption or other repurchase
may be subject to the Excise Tax. The extent to which we would be subject to the Excise Tax in connection with a Redemption Event would
depend on a number of factors, including: (i) the fair market value of the redemptions and repurchases in connection with the Redemption
Event, (ii) the nature and amount of any “PIPE” or other equity issuances in connection with the Business Combination (or
otherwise issued not in connection with the Redemption Event but issued within the same taxable year of the Business Combination), (iii)
if we fail to timely consummate a Business Combination and liquidate in a taxable year subsequent to the year in which a Redemption
Event occurs and (iv) the content of any proposed or final regulations and other guidance from the Treasury Department. In addition, because
the Excise Tax would be payable by us and not by the redeeming holders, the mechanics of any required payment of the Excise Tax remain
to be determined; however, in the event we are required to pay the Excise Tax,
we will not withdraw any amounts from the Trust Account, including interest earned on the Trust Account, to pay for any Excise Tax that
may be due. Any Excise Tax payable by us in connection with a Redemption Event may cause a reduction in the cash available to us
to complete a Business Combination and could affect our ability to complete a Business Combination.
If we are deemed to be an investment company
for purposes of the Investment Company Act, we would be required to institute burdensome compliance requirements and our activities
would be severely restricted. As a result, in such circumstances, unless we are able to modify our activities so that we would not be
deemed an investment company, we may abandon our efforts to complete an initial Business Combination and instead liquidate the Company.
There
is currently some uncertainty concerning the applicability of the Investment Company Act of 1940 (the “Investment Company
Act”) to a SPAC, including a company like ours. As a result, it is possible that a claim could 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, our activities would be severely restricted. In addition, we would be subject to
burdensome compliance requirements. We do not believe that our principal activities will subject us to regulation as an investment company
under the Investment Company Act. However, if we are deemed to be an investment company and subject to compliance with and regulation
under the Investment Company Act, we would be subject to additional regulatory burdens and expenses for which we have not allotted funds.
As a result, unless we are able to modify our activities so that we would not be deemed an investment company, we may abandon our efforts
to complete an initial Business Combination and instead liquidate the Company. Were we to liquidate, our warrants would expire worthless,
and our securityholders would lose the investment opportunity associated with an investment in the combined company, including any potential
price appreciation of our securities.
To mitigate the risk that we might be deemed
to be an investment company for purposes of the Investment Company Act, on February 21, 2023, we instructed the trustee to liquidate the investments held
in the Trust Account on February 22, 2023, and instead to hold the funds in the Trust Account in an
interest-bearing demand deposit account at a bank until the earlier of the consummation of our initial Business Combination or
our liquidation. As a result, following the liquidation of investments in the Trust Account, we may receive less interest on the funds
held in the Trust Account than the interest we would have received pursuant to our original Trust Account investments, which could reduce
the dollar amount our Public Stockholders would receive upon any redemption or our liquidation.
Until February 22, 2023, the
funds in the Trust Account had, since our IPO, been held only in U.S. government treasury obligations with a maturity of 185 days
or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7
under the Investment Company Act. However, to mitigate the risk of us being deemed to be an unregistered investment company (including
under the subjective test of Section 3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment Company
Act, on February 21, 2023, we instructed Continental, the trustee with respect to the Trust Account, to liquidate the U.S. government
treasury obligations or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in an
interest-bearing demand deposit account at a bank until the earlier of the consummation of our initial Business Combination
or liquidation. Following such liquidation, we may receive less interest on the funds held in the Trust Account than the interest
we would have received pursuant to our original Trust Account investments; however, interest previously earned on the funds held in the
Trust Account still may be released to us to pay our taxes, if any, and certain other expenses as permitted. Consequently, the transfer
of the funds in the Trust Account to an interest-bearing demand deposit account at a bank could reduce the dollar amount our Public Stockholders
would receive upon any redemption or our liquidation.
In the event that we are deemed
to be an investment company, despite the change in investments in the Trust Account, we may be required to liquidate the Company, and
the longer the period before the investment change, the greater the risk of being considered an investment company.
We may not be able to complete an initial
Business Combination with certain potential target companies if a proposed transaction with the target company may be subject to review
or approval by regulatory authorities pursuant to certain U.S. or foreign laws or regulations.
Certain acquisitions or Business
Combinations may be subject to review or approval by regulatory authorities pursuant to certain U.S. or foreign laws or regulations. In
the event that such regulatory approval or clearance is not obtained, or the review process is extended beyond the period of time that
would permit an initial Business Combination to be consummated with us, we may not be able to consummate a Business Combination with such
target. In addition, regulatory considerations may decrease the pool of potential target companies we may be willing or able to consider.
Among
other things, the U.S. Federal Communications Act prohibits foreign individuals, governments, and corporations from owning more than a
specified percentage of the capital stock of a broadcast, common carrier, or aeronautical radio station licensee. In addition, U.S. law
currently restricts foreign ownership of U.S. airlines. In the United States, certain mergers that may affect competition may require
certain filings and review by the Department of Justice and the Federal Trade Commission, and investments or acquisitions that may affect
national security are subject to review by the Committee on Foreign Investment in the United States (“CFIUS”). CFIUS
is an interagency committee authorized to review certain transactions involving foreign investment in the United States by foreign persons
in order to determine the effect of such transactions on the national security of the United States.
Outside
the United States, laws or regulations may affect our ability to consummate a Business Combination with potential target companies incorporated
or having business operations in jurisdictions where national security considerations, involvement in regulated industries (including
telecommunications), or in businesses where a country’s culture or heritage may be implicated.
U.S. and foreign regulators
generally have the power to deny the ability of the parties to consummate a transaction or to condition approval of a transaction on specified
terms and conditions, which may not be acceptable to us or a target. In such event, we may not be able to consummate a transaction with
that potential target.
As a result of these various
restrictions, 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 SPACs that do not have similar ownership issues. Moreover, 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 liquidate, our Public
Stockholders may only receive $10.00 per Public 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.
BACKGROUND
We are a blank check company
incorporated under the laws of the State of Delaware on November 23, 2020, for the purpose of effecting a Business Combination.
There are currently 13,259,002
shares of our Class A Common Stock and one (1) share of Class B Common Stock issued and outstanding. In addition, we issued (i) Public
Warrants to purchase 7,500,000 shares of Class A Common Stock as part of our IPO and (ii) warrants included in our Private Placement Units
(the “Private Placement Warrants”) to purchase 200,000 shares of Class A Common Stock as part of the Private Placement
with the Sponsor that we consummated simultaneously with the consummation of our IPO. Each whole warrant entitles its holder to purchase
one share of Class A Common Stock at an exercise price of $11.50 per share. Each Private Placement
Unit consists of one share of Class A Common Stock and one-fourth of one warrant. The warrants will become exercisable 30 days
after the completion of our initial Business Combination and expire five years after the completion of our initial Business Combination
or earlier upon redemption or liquidation. Once the warrants become exercisable, the Company may redeem the outstanding warrants at a
price of $0.01 per warrant, if the last sale price of the Class A Common Stock equals or exceeds $18.00 per share for any 20 trading days
within a 30 trading day period ending on the third business day before the Company sends the notice of redemption to the
warrant holders. The Private Placement Warrants, however, are non-redeemable so long as they are held by the Sponsor or its permitted
transferees.
As of the Record Date, approximately
$[____] million from our IPO and the Private Placement is being held in our Trust Account in the United States maintained by Continental,
acting as trustee. Initially, these funds were invested in U.S. “government
securities”, within the meaning of Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or
less or in any open-ended investment company that holds itself out as a money market fund selected by us meeting the conditions of Rule 2a-7
of the Investment Company Act. To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment
Company Act, we instructed Continental to liquidate the investments held in the Trust Account, effective February 22, 2023, and instead
to hold the funds in the Trust Account in an interest bearing demand deposit account at a bank until the earlier of the consummation of
our initial Business Combination or our liquidation. As a result, following the liquidation of investments in the Trust Account, we may
receive less interest on the funds held in the Trust Account than the interest we would have received pursuant to our original Trust Account
investments; however, interest previously earned on the funds held in the Trust Account still may be released to us to pay our taxes,
if any, and certain other expenses as permitted. Consequently, the transfer of the funds in the Trust Account to an interest-bearing demand
deposit account at a bank could reduce the dollar amount our Public Stockholders would receive upon any redemption or our liquidation.
You are not being asked
to vote on the Business Combination at this time. If either of the Charter Amendments is implemented and you do not elect to redeem your
Public Shares, provided that you are a stockholder on the record date for a meeting to consider the Business Combination, you will retain
the right to vote on the Business Combination when it is submitted to stockholders and the right to redeem your Public Shares for cash
in the event the Business Combination is approved and completed or we have not consummated a Business Combination by the Second Extended
Date.
THE MEETING
Overview
Date, Time and Place
The Meeting of the stockholders will be held at [____] a.m. Eastern
time on [_______], 2023, at the offices of Ellenoff Grossman & Schole LLP located at 1345 Avenue of the Americas, New York, New
York 10105. You will not be required to attend the Meeting in person in order to vote. You will also be able to vote your shares online
by visiting www.cstproxyvote.com. Only stockholders who own shares of our Common Stock as of the close of business on the Record
Date will be entitled to attend the Meeting.
To attend the Meeting, please
follow these instructions as applicable to the nature of your ownership of our Common Stock:
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Record Holders. If your shares are registered in your name with our transfer agent, Continental, you may attend and vote at the Meeting. |
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Beneficial Holders. Beneficial stockholders who own shares of the Company in “street name”, If your shares are held in “street name,” you are invited to attend the Meeting. However, since you are not the stockholder of record, you may not vote your shares at the Meeting unless you request and obtain a valid proxy from your broker or other agent. |
Quorum
A quorum of stockholders is necessary to hold a valid meeting. Holders
of a majority of the voting power of our issued and outstanding Common Stock on the Record Date that are (i) entitled to vote at the Meeting
and (ii) present in person (including those who voted online) or represented by 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 at the Meeting. Abstentions will be counted towards the quorum requirement. In the absence of a quorum, the chairman of the Meeting
has the power to adjourn the Meeting. As of the Record Date for the Meeting, 6,629,503 shares of our Common Stock would be required to
achieve a quorum.
Voting Power; Record Date
You will be entitled to vote
or direct votes to be cast at the Meeting if you owned shares of our Class A Common Stock at the close of business on the Record
Date for the Meeting. You will have one vote per Proposal for each share of our Common Stock you owned at that time. Our warrants
do not carry voting rights.
Required Votes
Extension Amendment Proposal
Approval of the Extension
Amendment Proposal will require the affirmative vote of holders of at least 65% of our Common Stock outstanding on the Record Date,
including the Founder Shares. If you do not vote or you abstain from voting on the Extension Amendment Proposal, your action will
have the same effect as an “AGAINST” vote. Broker non-votes will have the same effect as “AGAINST” votes.
Redemption Limitation Amendment Proposal
Approval of the Redemption
Limitation Amendment Proposal will require the affirmative vote of holders of at least 65% of our Common Stock outstanding on the
Record Date, including the Founder Shares. If you do not vote or you abstain from voting on the Redemption Limitation Amendment Proposal,
your action will have the same effect as an “AGAINST” vote. Broker non-votes will have the same effect as “AGAINST”
votes.
Adjournment Proposal
Approval of the Adjournment Proposal, if presented, requires the affirmative
vote of the majority of the votes cast by stockholders present in person (including those who voted online) or represented by proxy at
the Meeting and entitled to vote thereon. Accordingly, if a valid quorum is otherwise established,
a stockholder’s failure to vote by proxy, online or at the 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. If you do not want the Adjournment Proposal approved, you must vote “AGAINST”
the Adjournment Proposal.
At the close of business on
the Record Date of the Meeting, there were 13,259,002 shares of Class A Common Stock and one (1) share of Class B Common Stock outstanding,
each of which entitles its holder to cast one vote per proposal.
Redemption Rights
If the Extension Amendment
Proposal or the Redemption Limitation Amendment Proposal is approved, and either of the Charter Amendments is implemented, public stockholder
may seek to redeem their 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), divided by the number of then outstanding Public Shares. As
of the Record Date, based on funds in the Trust Account of approximately $[____] million as of such date, the pro rata portion of the
funds available in the Trust Account for the redemption of Public Shares was approximately $[____] per Public Share (before taking into
account the removal of the accrued interest in the Trust Account to pay our taxes). If you do not elect to redeem your Public Shares in
connection with the Charter Amendments, you will retain the right to redeem your Public Shares in connection with any stockholder vote
to approve a proposed Business Combination, or if we have not consummated a Business Combination, by the Second Extended Date. See the
section below entitled “Proposal One – The Extension Amendment Proposal — Redemption Rights”.
Appraisal Rights
Our stockholders do not have
appraisal rights in connection with any of the Proposals under the DGCL.
Proxies; Board Solicitation; Proxy Solicitor
Your proxy is being solicited by the Board on the Proposals being presented
to stockholders at the Meeting. The Company has engaged the Solicitation Agent to assist in the solicitation of proxies for the 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 online or at the Meeting if you are a holder
of record of our Common Stock as of the Record Date. You may contact the Solicitation Agent at:
Advantage Proxy, Inc.
P.O. Box 10904
Yakima, WA 98909
Attn: Karen Smith
Toll Free Telephone: (877) 870-8565
Main Telephone: (206) 870-8565
E-mail: ksmith@advantageproxy.com
Recommendation of the Board
After careful consideration,
the Board determined unanimously that each of the Proposals is fair to and in the best interests of the Company and its stockholders.
The Board has approved and declared advisable and unanimously recommends that you vote or give instructions to vote “FOR”
each of the Proposals.
PROPOSAL ONE – THE EXTENSION AMENDMENT
PROPOSAL
Overview
We are proposing to amend
our Charter to extend the date by which hawse have to consummate a Business Combination to the Second Extended Date so as to provide us
with additional time to complete the Business Combination.
The Extension Amendment Proposal
is required for the implementation of the Board’s plan to allow us more time to complete the Business Combination. A copy of the
proposed amendment to the Charter is attached to this Proxy Statement in Annex A.
Reasons for the Extension Amendment Proposal
The Charter provides that
have until August 22, 2023, as extended by the First Extension, to complete an initial Business Combination. The purpose of the Second
Extension Amendment is to allow the Company more time to complete its initial Business Combination.
The IPO Prospectus and Charter
provide that the affirmative vote of the holders of at least 65% of all outstanding shares of Common Stock, including the Founder Shares,
is required to extend our corporate existence, except in connection with, and effective upon, consummation of a Business Combination.
Additionally, our IPO Prospectus and Charter provide for all Public Stockholders to have an opportunity to redeem their Public Shares
if our corporate existence is extended as described above. Because we continue to believe that a Business Combination would be in the
best interests of our stockholders, and because we will not be able to conclude a Business Combination within the Combination Period,
the Board has determined to seek stockholder approval to extend the date by which we have to complete a Business Combination beyond August
22, 2023 to the Second Extended Date. We intend to hold another stockholder meeting prior to the Second Extended Date in order to seek
stockholder approval of the Business Combination.
We believe that the foregoing
Charter provision was included to protect Company stockholders from having to sustain their investments for an unreasonably long period
if the Company failed to find a suitable Business Combination in the timeframe contemplated by the Charter.
If the Extension Amendment Proposal is Not
Approved
Stockholder approval of the
Second Extension Amendment is required for the implementation of our Board’s plan to extend the date by which we must consummate
our initial Business Combination. Therefore, our Board will abandon and not implement the Second Extension Amendment unless our stockholders
approve the Extension Amendment Proposal.
If the Extension Amendment
Proposal is not approved or we are otherwise unable to complete the Second Extension and we do not consummate the Business Combination
by the Extended Date, in accordance with our Charter and as extended by the First Extension, 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, subject
to lawfully available funds therefor, redeem 100% of the Public Shares in consideration of a per-share price, payable in cash, equal
to the quotient obtained by dividing (a) the aggregate amount then on deposit in the Trust Account, including interest not previously
released to us to pay our taxes (less up to $100,000 of such net interest to pay dissolution expenses), by (B) the total number of then
outstanding Public Shares, which redemption will completely extinguish rights of Public Stockholders (including the right to receive further
liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption,
subject to the approval of our remaining stockholders and the Board in accordance with applicable law, dissolve and liquidate, subject,
in the case of clauses (ii) and (iii), to our obligations under the DGCL to provide for claims of creditors and 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 within the Combination Period. 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 and
our officers and directors will not receive any monies held in the Trust Account as a result of their ownership of the Founder Shares
or the Private Placement Units.
If the Extension Amendment Proposal is
Approved
If the Charter Amendments are approved, the Company will file the Charter
Amendments with the DE Secretary of State in the form set forth in Annex A and Annex B hereto. Alternatively, in the
unlikely event that the Extension Amendment Proposal is approved but the Redemption Limitation Amendment Proposal is not approved, upon
approval of the Extension Amendment Proposal, we may elect to proceed with the Second Extension Amendment, and in such case, we will file
the Second Extension Amendment with the DE Secretary of State in the form set forth in Annex A hereto. In either case, filing
the Second Extension Amendment will extend the time the Company has to complete a Business Combination until the Second Extended Date
and the Company will remain a reporting company under the Exchange Act and expects that its units, Public Shares and Public Warrants
will remain publicly traded. The Company will then continue to work to consummate the Business Combination by the Second Extended Date.
Notwithstanding stockholder
approval of the Extension Amendment Proposal, our Board will retain the right to abandon and not implement the Second Extension at any
time without any further action by our stockholders. In addition, we will not proceed with the Second Extension Amendment unless the Redemption
Limitation Amendment Proposal is approved.
You are not being asked
to vote on the Business Combination at this time. If the Second Extension Amendment is implemented and you do not elect to redeem your
Public Shares, provided that you are a stockholder on the record date for a meeting to consider the Business Combination, you will retain
the right to vote on the Business Combination when it is submitted to stockholders and the right to redeem your Public Shares for cash
in the event the Business Combination is approved and completed or we have not consummated a Business Combination by the Second Extended
Date.
If the Extension Amendment
Proposal is approved, and the Second Extension Amendment is 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 Extension Amendment Proposal is approved and the amount remaining in the Trust Account may be significantly
less than the approximately $[____] million that was in the Trust Account as of the Record Date.
Redemption Rights
If the Extension Amendment
Proposal is approved, and the Second Extension Amendment is implemented, each public stockholder 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), divided by the number of then outstanding Public Shares. As of the Record Date, based on funds
in the Trust Account of approximately $[____] million as of such date, the pro rata portion of the funds available in the Trust Account
for the redemption of Public Shares was approximately $[____] per share (before taking into account the removal of the accrued interest
in the Trust Account to pay our taxes). Holders of Public Shares who do not elect to redeem their Public Shares in connection with the
Second Extension Amendment will retain the right to redeem their Public Shares in connection with any stockholder vote to approve a proposed
Business Combination, or if the Company has not consummated a Business Combination by the Second Extended Date.
TO EXERCISE YOUR REDEMPTION
RIGHTS, YOU MUST SUBMIT A REQUEST IN WRITING THAT WE REDEEM YOUR PUBLIC SHARES FOR CASH TO CONTINENTAL 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 5:00 P.M. EASTERN TIME ON [________], 2023.
In connection with tendering
your shares for redemption, prior to 5:00 p.m. Eastern time on [________], 2023 (two business days before the Meeting),
you must elect either to physically tender your stock certificates to Continental Stock Transfer & Trust Company, 1 State Street
Plaza, 30th Floor, New York, New York 10004, Attn: SPAC Redemption Team, spacredemptions@continentalstock.com, or
to deliver your shares to the transfer agent electronically using the 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
[________], 2023 (two business days before the Meeting) ensures that a redeeming holder’s election is irrevocable once
the Extension Amendment Proposal is approved. In furtherance of such irrevocable election, stockholders making the election will not be
able to tender their shares after the vote at the Meeting.
Through the DWAC system, this
electronic delivery process can be accomplished by the stockholder, whether or not the stockholder is a record holder or the stockholder’s
shares are held in “street name”, by contacting Continental as the transfer agent or the stockholder’s broker and requesting
delivery of the shares through the DWAC system. Delivering shares physically may take significantly longer. In order to obtain a physical
stock certificate, a stockholder’s broker and/or clearing broker, DTC, and Continental, as the 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 $100.00 and the broker
will determine whether or not to pass this cost on to the redeeming holder. It is our understanding that stockholders should generally
allot at least two weeks to obtain physical certificates from the transfer agent. We do not have any control over this process, the
brokers or DTC, and it may take longer than two weeks to obtain a physical stock certificate. Such stockholders will have less time
to make their investment decision than those stockholders that deliver their shares through the DWAC system. Stockholders who request
physical stock 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 [________], 2023 (two business days
before the Meeting) will not be redeemed for cash held in the Trust Account on the redemption date. If a Public Stockholder tenders its
shares and decides prior to the vote at the Meeting that it does not want to redeem its shares, the stockholder may withdraw the tender.
If you delivered your shares for redemption to our transfer agent and decide prior to the vote at the 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 Stockholder tenders shares and the Extension Amendment Proposal
is not approved, these shares will not be redeemed and the physical certificates representing these shares will be returned to the stockholder
promptly following the determination that the Extension Amendment Proposal will not be approved. The transfer agent will hold the certificates
of Public Stockholders that make the election until such shares are redeemed for cash or returned to such stockholders.
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), divided by the number of then outstanding Public Shares. As
of the Record Date, based on funds in the Trust Account of approximately $[____] million as of such date, the pro rata portion of the
funds available in the Trust Account for the redemption of Public Shares was approximately $[____] per share (before taking into account
the removal of the accrued interest in the Trust Account to pay our taxes). The closing price of the Class A Common Stock on the Record
Date as reported on the Nasdaq Capital Market was $[____].
If you exercise your redemption
rights, you will be exchanging your shares of the Class A Common Stock 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 stock certificate(s) to Continental, our
transfer agent, prior to 5:00 p.m. Eastern time on [________], 2023 (two business days before the Meeting). We anticipate
that a Public Stockholder who tenders shares for redemption in connection with the vote to approve the Extension Amendment Proposal would
receive payment of the redemption price for such shares soon after the completion of the Second Extension.
In addition, the Sponsor and/or
the Company may enter into arrangements with a limited number of the Company’s stockholders pursuant to which such stockholders
would agree not to redeem the Public Shares beneficially owned by them in connection with the
Charter Amendment Proposals. The Sponsor and/or Company may provide such stockholders either securities of the Company, membership
interests in the Sponsor or other consideration pursuant to such arrangements.
Vote Required for Approval
The affirmative vote by holders
of at least 65% of the outstanding shares of Common Stock, including the Founder Shares, is required to approve the Extension Amendment
Proposal. If the Extension Amendment Proposal is not approved or we are otherwise unable to complete the Second Extension, the Second
Extension Amendment will not be implemented and, if the Business Combination has not been consummated, we will be required by the Charter
to (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than
ten business days thereafter, subject to lawfully available funds therefor, redeem 100% of the Public Shares in consideration of
a per-share price, payable in cash, equal to the quotient obtained by dividing (a) the aggregate amount then on deposit in the Trust
Account, including interest not previously released to us to pay our taxes (less up to $100,000 of such net interest to pay dissolution
expenses), by (B) the total number of then outstanding Public Shares, which redemption will completely extinguish rights of Public Stockholders
(including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably
possible following such redemption, subject to the approval of our remaining stockholders and the Board in accordance with applicable
law, dissolve and liquidate, subject, in the case of clauses (ii) and (iii), to our obligations under the DGCL to provide for claims of
creditors and other requirements of applicable law. Stockholder approval of the Second Extension Amendment is required for the implementation
of our Board’s plan to extend the date by which we must consummate our initial Business Combination. Therefore, our Board will abandon
and not implement such amendment unless our stockholders approve the Extension Amendment Proposal. Notwithstanding stockholder approval
of the Extension Amendment Proposal, our Board will retain the right to abandon and not implement the Second Extension Amendment at any
time without any further action by our stockholders.
The Sponsor and all of our
directors, executive officers and their affiliates are expected to vote any Common Stock owned by them in favor of the Extension Amendment
Proposal. On the Record Date, the Sponsor and our directors and executive officers of the Company and their affiliates beneficially owned
and were entitled to vote an aggregate of 7,499,999 shares of our Class A common and one (1) share of our Class B Common Stock and an
additional 800,000 shares of Class A Common Stock included in the Private Placement Units, representing, in the aggregate, approximately
62.6% of the issued and outstanding shares of Common Stock. As a result, only 318,352 of the Public Shares are needed to vote for the
Extension Amendment Proposal in order to approve the Extension Amendment Proposal. The Sponsor and our directors, executive officers and
their affiliates do not intend to purchase shares of Common Stock in the open market or in privately negotiated transactions in connection
with the stockholder vote on the Second Extension Amendment.
Abstentions and broker non-votes,
while considered present for the purposes of establishing a quorum, will have the same effect as voting “AGAINST” the Extension
Amendment Proposal.
Interests of the Sponsor, Directors and Officers
When you consider the recommendation
of our Board, you should keep in mind that the Sponsor, executive officers and members of our Board have interests that may be different
from, or in addition to, your interests as a stockholder. These interests include, among other things:
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the fact that the Sponsor holds 7,499,999 shares of our Class A Common Stock, one (1) share of our Class B Common Stock and 800,000 Private Placement Units, all such securities beneficially owned by our Chief Executive Officer, all of which would expire worthless if a Business Combination is not consummated; |
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the fact that, unless the Company consummates the Business Combination, the Sponsor will not receive reimbursement for any out-of-pocket expenses incurred by it on behalf of the Company (none of such expenses were incurred that had not been reimbursed as of March 31, 2023) to the extent that such expenses exceed the amount of available proceeds not deposited in the Trust Account; |
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the fact that, if the Trust Account is liquidated, including in the event we are unable to complete an initial Business Combination within the Combination Period, the Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable); |
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the fact that other than as disclosed herein, none of our officers or directors has received any cash compensation for services rendered to the Company, and all of the current members of our Board are expected to continue to serve as directors at least through the date of the meeting to vote on a proposed Business Combination and may even continue to serve following any potential Business Combination and receive compensation thereafter; |
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the fact that the Company has entered into an administrative services agreement with the Sponsor, pursuant to which, through the earlier of the consummation of the initial Business Combination or the Company’s liquidation, the Company may pay, if requested by the Sponsor, a monthly fee of up to $10,000 for office space, utilities and administrative support; and |
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the fact that the Company has entered into a consulting agreement with a company affiliated with the Company’s chief financial officer, pursuant to which the consultant is providing certain services to the Company for a quarterly fee of $30,000, which consulting agreement shall terminate upon the consummation of a Business Combination. |
The Board’s Reasons for the Extension
Amendment Proposal and Its Recommendation
As discussed below, after
careful consideration of all relevant factors, our Board has determined that the Second Extension Amendment is in the best interests of
the Company and its stockholders. Our Board has approved and declared advisable the adoption of the Extension Amendment Proposal and recommends
that you vote “FOR” such proposal.
Our Charter provides that
the Company has until the Extended Date to complete the purposes of the Company including, but not limited to, effecting a Business Combination
under its terms.
Our Charter states that if
our stockholders approve an amendment to the Charter that would affect (i) the
substance or timing of our obligation to redeem 100% of the Public Shares if we do not complete a Business Combination within the Combination
Period or (ii) any other provisions relating to stockholders’ rights or pre-initial Business Combination activity, we will
provide our Public Stockholders with the opportunity to redeem all or a portion of their Public Shares upon such approval at a
per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest not previously
released to the Company pay its taxes, divided by the number of then outstanding Public Shares. We believe that this Charter provision
was included to protect our stockholders from having to sustain their investments for an unreasonably long period if we failed to find
a suitable Business Combination in the timeframe contemplated by the Charter.
In addition, the IPO Prospectus
and Charter provide that the affirmative vote of the holders of at least 65% of all outstanding shares of Common Stock, including the
Founder Shares, is required to extend our corporate existence, except in connection with, and effective upon the consummation of, a Business
Combination. Because we continue to believe that a Business Combination would be in the best interests of our stockholders and because
we will not be able to conclude a Business Combination within the permitted time period, the Board has determined to seek stockholder
approval to extend the date by which we have to complete a Business Combination beyond August 22, 2023 to the Second Extended Date.
The Company is not asking
you to vote on the Business Combination at this time. If the Second Extension Amendment is implemented and you do not elect to redeem
your Public Shares, you will retain the right to vote on the Business Combination in the future and the right to redeem your Public Shares
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of the two business days
prior to the consummation of the initial Business Combination, including interest not previously released to the Company pay its taxes,
divided by the number of then outstanding Public Shares, in the event the Business Combination is approved and completed or the Company
has not consummated another Business Combination by the Second Extended Date.
After careful consideration
of all relevant factors, the Board determined that the Second Extension Amendment is in the best interests of the Company and its stockholders.
Recommendation of the Board
Our Board unanimously recommends
that our stockholders vote “FOR” the approval of the Extension Amendment Proposal.
PROPOSAL TWO – THE REDEMPTION LIMITATION
AMENDMENT PROPOSAL
Overview
The Company is proposing to
amend the Company’s Charter to eliminate the Redemption Limitation in order to allow the Company to redeem Public Shares irrespective
of whether such redemption would exceed the Redemption Limitation. A copy of
the Redemption Limitation Amendment is attached to this Proxy Statement in Annex B.
The 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 requests for redemption such that the Redemption Limitation would be exceeded, the Redemption
Limitation may prevent the Company from being able to consummate a Business Combination. The Company believes that the Redemption Limitation
is not needed. The purpose of such limitation was initially to ensure that the Company did not become subject to the SEC’s “penny
stock” rules. Because the Public Shares would not be deemed to be “penny stock” as such securities are listed on a national
securities exchange (the “Exchange Rule”), the Company
is presenting the Redemption Limitation Amendment Proposal to facilitate the consummation of a Business Combination. If the Redemption
Limitation Amendment Proposal is not approved and there are requests for redemption such that the Company’s net tangible assets
would be less than $5,000,001 prior to or upon the consummation of an initial Business Combination, the Company’s Charter would
prevent the Company from being able to consummate such Business Combination even if all other conditions to closing are met.
Reasons for the Redemption Limitation Amendment
Proposal
Stockholders are being asked
to adopt the proposed Redemption Limitation Amendment Proposal which, in the judgment of the Board, may facilitate the consummation of
a Business Combination. The Charter limits our ability to consummate a Business Combination, or to redeem the Public Shares in connection
with a Business Combination, if it would cause us to have less than $5,000,001 in net tangible assets immediately before or upon consummation
of a Business Combination. The purpose of such limitation was initially to ensure that the Public Shares were not deemed to be a “penny
stock” pursuant to Rule 3a51-1 under the Exchange Act in the event that such Public Shares failed to be listed on an approved
national securities exchange.
Additionally, if the Redemption
Limitation Amendment Proposal is not approved and there are significant requests for redemption in connection with consummation of a Business
Combination, the Redemption Limitation in the Charter would prevent the Company from being able to consummate a Business Combination even
if all other conditions to closing are met.
If the Redemption Limitation Amendment Proposal
is Not Approved
If the Redemption Limitation
Amendment Proposal is not approved, we will not redeem Public Shares to the extent that accepting all properly submitted redemption requests
would exceed the Redemption Limitation. In the event that the Redemption Limitation Amendment Proposal is not approved and we receive
notice of redemptions of Public Shares approaching or in excess of the Redemption Limitation, we and/or the Sponsor may take action to
increase our net tangible assets to avoid exceeding the Redemption Limitation, which may include, at our and our Sponsor’s option
and in our and its sole discretion, any or all of the following actions: (a) attempting to secure waivers of certain of our significant
liabilities, including the deferred underwriting fees, and (b) entering into non-redemption agreements with certain of our significant
stockholders.
If the Redemption Limitation Amendment Proposal
is Approved
If the Redemption Limitation
Amendment Proposal is approved (and the Extension Amendment Proposal is also approved), we shall procure that all filings required to
be made with the DE Secretary of State in connection with the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal
are made and, assuming the Extension Amendment Proposal is approved, redeem Public Shares as necessary, irrespective of whether such redemptions
exceed the Redemption Limitation.
A copy of the Redemption Limitation
Amendment is attached to this Proxy Statement in Annex B.
Redemption Rights
Pursuant to our Charter, Public
Stockholders may seek to redeem their shares for cash, regardless of whether they vote for or against, or whether they abstain from voting
on, the Redemption Limitation Amendment Proposal. In connection with the Redemption Limitation Amendment Proposal and contingent upon
the effectiveness of the implementation of the corresponding Charter Amendment, any stockholder holding Public Shares may demand that
we redeem such shares for a full pro rata portion of the Trust Account, calculated as of two business days prior to the Meeting.
If a holder properly seeks redemption as described herein, we will redeem these shares for a pro rata portion of funds deposited in the
Trust Account and the holder will no longer own these shares following the Meeting.
Approval of the Extension Amendment
Proposal is a condition to approval of the Redemption Limitation Amendment Proposal. If the Extension Amendment Proposal is approved,
and the Second Extension Amendment is implemented, Public Stockholders will have the right to elect to redeem their shares. See “Proposal
One — The Extension Amendment Proposal — Redemption Rights” for more information.
Vote Required for Approval
The affirmative vote of holders
of at least 65% of the outstanding shares of Common Stock, including the Founder Shares, voting as a single class, is required to approve
the Redemption Limitation Amendment Proposal.
The Sponsor and all of our
directors, executive officers and their affiliates are expected to vote any Common Stock owned by them in favor of the Redemption Limitation
Amendment Proposal. On the Record Date, the Sponsor and our directors and executive officers of the Company and their affiliates beneficially
owned and were entitled to vote an aggregate of 7,499,999 shares of our Class A common and one (1) share of our Class B Common Stock and
an additional 800,000 shares of Class A Common Stock included in the Private Placement Units, representing, in the aggregate, approximately
62.6% of the issued and outstanding shares of Common Stock. As a result, only 318,352 of the Public Shares are needed to vote for the
Extension Amendment Proposal in order to approve the Extension Amendment Proposal.
Recommendation of the Board
Our Board unanimously recommends
that our stockholders vote “FOR” the approval of the Redemption Limitation Amendment Proposal.
The existence of financial
and personal interests of our directors and officers may result in a conflict of interest on the part of one or more of the directors
or officers between what he, she or they may believe is in the best interests of us and our stockholders and what he, she or they may
believe is best for himself, herself or themselves in determining to recommend that stockholders vote for the Proposals. See the section
entitled “Proposal One — The Extension Amendment Proposal — Interests of the Sponsor, Directors and Officers”
for a further discussion.
PROPOSAL THREE – THE ADJOURNMENT PROPOSAL
Overview
The Adjournment Proposal,
if adopted, will allow our Board to adjourn the Meeting to a later date or dates to permit further solicitation of proxies. The Adjournment
Proposal may be presented to our stockholders in the event that there are insufficient votes for, or otherwise in connection with, the
approval of any of the other Proposals. In no event will our Board adjourn the Meeting beyond the Extended Date.
Consequences if the Adjournment Proposal is
Not Approved
If the Adjournment Proposal
is not approved by our stockholders, our Board may not be able to adjourn the Meeting to a later date in the event that there are insufficient
votes for, or otherwise in connection with, the approval of any of the other Proposals.
Vote Required for Approval
Approval of the Adjournment Proposal, if presented, requires the affirmative
vote of the majority of the votes cast by stockholders present in person (including those who voted online) or represented by proxy at
the Meeting and entitled to vote thereon. Accordingly, if a valid quorum is otherwise established,
a stockholder’s failure to vote by proxy, online or at the 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 stockholders vote “FOR” the approval of the Adjournment Proposal.
UNITED STATES FEDERAL INCOME
TAX CONSIDERATIONS
The following discussion is
a summary of certain United States federal income tax considerations for holders of our Class A Common Stock with respect to the exercise
of redemption rights in connection with the approval of the Extension Amendment Proposal. This summary is based upon the Internal Revenue
Code of 1986, as amended (the “Code”), the regulations promulgated by the Treasury Department, current administrative
interpretations and practices of the Internal Revenue Service (the “IRS”), and judicial decisions, all as currently
in effect and all of which are subject to differing interpretations or to change, possibly with retroactive effect. No assurance can be
given that the IRS would not assert, or that a court would not sustain a position contrary to any of the tax considerations described
below.
This summary does not discuss
all aspects of United States federal income taxation that may be important to particular investors in light of their individual circumstances,
such as investors (i) subject to special tax rules (e.g., financial institutions, insurance companies, mutual funds, pension plans, S
corporations, broker-dealers, traders in securities that elect mark-to-market treatment, regulated investment companies, real estate investment
trusts, trusts and estates, partnerships and their partners, and tax-exempt organizations (including private foundations)), (ii) that
will hold Class A common stock as part of a “straddle”, “hedge”, “conversion”, “synthetic security”,
“constructive ownership transaction”, “constructive sale”, or other integrated transaction for United States federal
income tax purposes, (iii) subject to the applicable financial statement accounting rules of Section 451(b) of the Code, (iv) subject
to the alternative minimum tax provisions of the Code, U.S. Holders (as defined below) that have a functional currency other than the
United States dollar, U.S. expatriates, (v) that actually or constructively own five percent or more of the Class A Common Stock of the
Company, and (vi) that are Non-U.S. Holders (as defined below, and except as otherwise discussed below), all of whom may be subject to
tax rules that differ materially from those summarized below. In addition, this summary does not discuss any state, local, or non-United
States tax considerations, any non-income tax (such as gift or estate tax) considerations, alternative minimum tax or the Medicare tax.
In addition, this summary is limited to investors that hold our Class A Common Stock as “capital assets” (generally, property
held for investment) under the Code.
If a partnership (including
an entity or arrangement treated as a partnership for United States federal income tax purposes) holds our Class A Common Stock, the tax
treatment of a partner in such partnership will generally depend upon the status of the partner, the activities of the partnership and
certain determinations made at the partner level. If you are a partner of a partnership holding our Class A Common Stock, you are urged
to consult your tax advisor regarding the tax consequences of a redemption.
WE URGE HOLDERS OF OUR
CLASS A COMMON STOCK CONTEMPLATING EXERCISE OF THEIR REDEMPTION RIGHTS TO CONSULT THEIR OWN TAX ADVISORS CONCERNING THE UNITED STATES
FEDERAL, STATE, LOCAL, AND FOREIGN INCOME AND OTHER TAX CONSEQUENCES THEREOF.
U.S. Federal Income Tax Considerations to U.S.
Holders
This section is addressed
to U.S. Holders of our Class A Common Stock that elect to have their Class A Common Stock redeemed for cash. For purposes of this discussion,
a “U.S. Holder” is a beneficial owner that so redeems its Class A Common Stock and is:
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an individual who is a United States citizen or resident of the United States; |
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a corporation (including an entity treated as a corporation for United States federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia; |
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an estate the income of which is includible in gross income for United States federal income tax purposes regardless of its source; or |
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a trust (A) the administration of which is subject to the primary supervision of a United States court and which has one or more United States persons (within the meaning of the Code) who have the authority to control all substantial decisions of the trust or (B) that has in effect a valid election under applicable the Treasury Department regulations to be treated as a United States person. |
Redemption of Class A Common Stock
In the event that a U.S. Holder’s
Class A Common Stock is redeemed, the treatment of the transaction for U.S. federal income tax purposes will depend on whether the redemption
qualifies as a sale of the Class A common stock under Section 302 of the Code. Whether the redemption qualifies for sale treatment will
depend largely on the total number of shares of the Company’s stock treated as held by the U.S. Holder (including any stock constructively
owned by the U.S. Holder as a result of owning warrants) relative to all of the Company’s shares both before and after the redemption.
The redemption of Class A common stock generally will be treated as a sale of the Class A common stock (rather than as a distribution)
if the redemption (i) is “substantially disproportionate” with respect to the U.S. Holder, (ii) results in a “complete
termination” of the U.S. Holder’s interest in us or (iii) is “not essentially equivalent to a dividend” with respect
to the U.S. Holder. These tests are explained more fully below.
In determining whether any
of the foregoing tests are satisfied, a U.S. Holder takes into account not only stock actually owned by the U.S. Holder, but also shares
of the Company’s stock that are constructively owned by it. A U.S. Holder may constructively own, in addition to stock owned directly,
stock owned by certain related individuals and entities in which the U.S. Holder has an interest or that have an interest in such U.S.
Holder, as well as any stock the U.S. Holder has a right to acquire by exercise of an option, which would generally include Class A common
stock that could be acquired pursuant to the exercise of the warrants. In order to meet the substantially disproportionate test, the percentage
of the Company’s outstanding voting stock actually and constructively owned by the U.S. Holder immediately following the redemption
of Class A common stock must, among other requirements, be less than 80% of the Company’s outstanding voting stock actually and
constructively owned by the U.S. Holder immediately before the redemption. There will be a complete termination of a U.S. Holder’s
interest if either (i) all of the shares of the Company’s stock actually and constructively owned by the U.S. Holder are redeemed
or (ii) all of the shares of the Company’s stock actually owned by the U.S. Holder are redeemed and the U.S. Holder is eligible
to waive, and effectively waives in accordance with specific rules, the attribution of stock owned by certain family members and the U.S.
Holder does not constructively own any other stock. The redemption of the Class A common stock will not be essentially equivalent to a
dividend if a U.S. Holder’s conversion results in a “meaningful reduction” of the U.S. Holder’s proportionate
interest in the Company. Whether the redemption will result in a meaningful reduction in a U.S. Holder’s proportionate interest
in the Company will depend on the particular facts and circumstances. However, the IRS has indicated in a published ruling that even a
small reduction in the proportionate interest of a small minority stockholder in a publicly held corporation who exercises no control
over corporate affairs may constitute such a “meaningful reduction”.
If none of the foregoing tests
are satisfied, then the redemption will be treated as a distribution and the tax effects will be as described in the subsection below
entitled “U.S. Federal Income Tax Considerations to U.S. Holders — Taxation of Distributions”.
U.S. Holders of our Class
A Common Stock considering exercising their redemption rights should consult their own tax advisors as to whether the redemption of their
Class A Common Stock will be treated as a sale or as a distribution under the Code.
Gain or Loss on a Redemption of Class A
Common Stock Treated as a Sale
If the redemption qualifies as
a sale of Class A common stock, a U.S. Holder must treat any gain or loss recognized as capital gain or loss. Any such capital gain or
loss will be long-term capital gain or loss if the U.S. Holder’s holding period for the Class A common stock so disposed of exceeds
one year. Generally, a U.S. Holder will recognize gain or loss in an amount equal to the difference between (i) the amount of cash received
in such redemption (or, if the Class A common stock is held as part of a unit at the time of the disposition, the portion of the amount
realized on such disposition that is allocated to the Class A common stock based upon the then fair market values of the Class A common
stock and the one-quarter of one warrant included in the unit) and (ii) the U.S. Holder’s adjusted tax basis in its Class A common
stock so redeemed. A U.S. Holder’s adjusted tax basis in its Class A common stock generally will equal the U.S. Holder’s acquisition
cost (that is, the portion of the purchase price of a unit allocated to a share of Class A common stock or the U.S. Holder’s initial
basis for Class A common stock received upon exercise of a whole warrant) less any prior distributions treated as a return of capital.
Long-term capital gain realized by a non-corporate U.S. Holder generally will be taxable at a reduced rate. The deduction of capital losses
is subject to limitations.
Taxation of Distributions
If the redemption does not
qualify as a sale of Class A common stock, the U.S. Holder will be treated as receiving a distribution. In general, any distributions
to U.S. Holders generally will constitute dividends for United States federal income tax purposes to the extent paid from the Company’s
current or accumulated earnings and profits, as determined under United States federal income tax principles. Distributions in excess
of current and accumulated earnings and profits will constitute a return of capital that will be applied against and reduce (but not below
zero) the U.S. Holder’s adjusted tax basis in our Class A Common Stock. Any remaining excess will be treated as gain realized on
the sale or other disposition of the Class A Common Stock and will be treated as described in the subsection above entitled “U.S.
Federal Income Tax Considerations to U.S. Holders — Gain or Loss on a Redemption of Class A Common Stock Treated as a Sale”.
Dividends the Company pays to a U.S. Holder that is a taxable corporation generally will qualify for the dividends received deduction
if the requisite holding period is satisfied. With certain exceptions, and provided certain holding period requirements are met, dividends
the Company pays to a non-corporate U.S. Holder generally will constitute “qualified dividends” that will be taxable at a
reduced rate.
U.S. Federal Income Tax Considerations to Non-U.S.
Holders
This section is addressed
to Non-U.S. Holders of our Class A Common Stock that elect to have their Class A Common Stock redeemed for cash. For purposes of this
discussion, a “Non-U.S. Holder” is a beneficial owner (other than a partnership) that so redeems its Class A Common
Stock and is not a U.S. Holder.
Redemption of Class A Common Stock
The characterization for United
States federal income tax purposes of the redemption of a Non-U.S. Holder’s Class A common stock generally will correspond to the
United States federal income tax characterization of such a redemption of a U.S. Holder’s Class A common stock, as described in
the subsection above entitled “U.S. Federal Income Tax Considerations to U.S. Holders”.
Non-U.S. Holders of our Class
A common stock considering exercising their redemption rights should consult their own tax advisors as to whether the redemption of their
Class A common stock will be treated as a sale or as a distribution under the Code.
Gain or Loss on a Redemption of Class A
Common Stock Treated as a Sale
If the redemption qualifies
as a sale of Class A common stock, a Non-U.S. Holder generally will not be subject to United States federal income or withholding tax
in respect of gain recognized on a sale of its Class A Common Stock, unless:
|
● |
the gain is effectively connected with the conduct of a trade or business by the Non-U.S. Holder within the United States (and, under certain income tax treaties, is attributable to a United States permanent establishment or fixed base maintained by the Non-U.S. Holder), in which case the Non-U.S. Holder will generally be subject to the same treatment as a U.S. Holder with respect to the redemption, and a corporate Non-U.S. Holder may be subject to the branch profits tax at a 30% rate (or lower rate as may be specified by an applicable income tax treaty); |
|
|
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|
● |
the Non-U.S. Holder is an individual who is present in the United States for 183 days or more in the taxable year in which the redemption takes place and certain other conditions are met, in which case the Non-U.S. Holder will be subject to a 30% tax on the individual’s net capital gain for the year; or |
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|
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|
● |
the Company is or has been a “U.S. real property holding corporation” for United States federal income tax purposes at any time during the shorter of the five-year period ending on the date of disposition or the period that the Non-U.S. Holder held our Class A Common Stock, and, in the case where shares of our Class A Common Stock are regularly traded on an established securities market, the Non-U.S. Holder has owned, directly or constructively, more than 5% of our Class A Common Stock at any time within the shorter of the five-year period preceding the disposition or such Non-U.S. Holder’s holding period for the shares of our Class A Common Stock. We do not believe the Company is or has been a U.S. real property holding corporation. |
Taxation of Distributions
If the redemption does not
qualify as a sale of Class A common stock, the Non-U.S. Holder will be treated as receiving a distribution. In general, any distributions
the Company makes to a Non-U.S. Holder of shares of our Class A Common Stock, to the extent paid out of the Company’s current or
accumulated earnings and profits (as determined under United States federal income tax principles), generally will constitute dividends
for U.S. federal income tax purposes and, provided such dividends are not effectively connected with the Non-U.S. Holder’s conduct
of a trade or business within the United States, the Company will be required to withhold tax from the gross amount of the dividend at
a rate of 30%, unless such Non-U.S. Holder is eligible for a reduced rate of withholding tax under an applicable income tax treaty and
provides proper certification of its eligibility for such reduced rate. Any distribution not constituting a dividend will be treated first
as reducing (but not below zero) the Non-U.S. Holder’s adjusted tax basis in its shares of our Class A Common Stock and, to the
extent such distribution exceeds the Non-U.S. Holder’s adjusted tax basis, as gain realized from the sale or other disposition of
the Class A Common Stock, which will be treated as described above in the subsection entitled “U.S. Federal Income Tax Considerations
to Non-U.S. Holders — Gain on Sale, Taxable Exchange or Other Taxable Disposition of Class A Common Stock”. Dividends the
Company pays to a Non-U.S. Holder that are effectively connected with such Non-U.S. Holder’s conduct of a trade or business within
the United States generally will not be subject to United States withholding tax, provided such Non-U.S. Holder complies with certain
certification and disclosure requirements. Instead, such dividends generally will be subject to United States federal income tax, net
of certain deductions, at the same graduated individual or corporate rates applicable to U.S. Holders (subject to an exemption or reduction
in such tax as may be provided by an applicable income tax treaty). If the Non-U.S. Holder is a corporation, dividends that are effectively
connected income may also be subject to a “branch profits tax” at a rate of 30% (or such lower rate as may be specified by
an applicable income tax treaty).
As previously noted above,
the foregoing discussion of certain material U.S. federal income tax consequences is included for general information purposes only and
is not intended to be, and should not be construed as, legal or tax advice to any stockholder. We once again urge you to consult with
your own tax adviser to determine the particular tax consequences to you (including the application and effect of any U.S. federal, state,
local or foreign income or other tax laws) of the receipt of cash in exchange for shares in connection with the Extension Amendment Proposal.
BENEFICIAL OWNERSHIP OF SECURITIES
The following table sets forth
information regarding the beneficial ownership of our Common Stock as of the Record Date based on information obtained from the persons
named below, with respect to the beneficial ownership of shares of our Common Stock, by:
|
● |
each person known by us to be the beneficial owner of more than 5% of our outstanding shares of Common Stock; |
|
● |
each of our executive officers and directors that beneficially owns shares of our Common Stock; and |
|
● |
all our executive officers and directors as a group. |
In the table below, percentage
ownership is based on 13,259,003 shares of our Common Stock, consisting of (i) 13,259,002 shares of our Class A Common Stock and (ii)
one (1) share of our Class B Common Stock, issued and outstanding as of the Record Date. On all matters to be voted upon, except for the
election of directors of the Board, holders of the shares of Class A Common Stock and the share of Class B Common Stock vote together
as a single class. Currently, the one (1) share of Class B Common Stock is convertible into one (1) share of Class A Common Stock based
on a one-for-one conversion.
Unless otherwise indicated,
we believe that all persons named in the table have sole voting and investment power with respect to all shares of Common Stock beneficially
owned by them. The following table does not reflect record or beneficial ownership
of the shares of Common Stock underlying the Private Placement Warrants as these securities are not exercisable within 60 days of
the date of this Proxy Statement. Unless otherwise indicated, the address for each of the below individuals and entities is c/o
Ellenoff, Grossman & Schole LLP, 1345 Avenue of the Americas, New York, New York 10105.
| |
Class A Common Stock | | |
Class B Common Stock | | |
Approximate | |
Name and Address of Beneficial Owner | |
Number of Shares Beneficially Owned | | |
Approximate Percentage of Class | | |
Number of Shares Beneficially Owned | | |
Approximate Percentage of Class | | |
Percentage of Outstanding Common Stock | |
FinServ Holdings II LLC(1)(2)(3) | |
| 8,299,999 | | |
| 62.6 | % | |
| 1 | | |
| 100 | % | |
| 62.6 | % |
Lee Einbinder (1) | |
| 8,299,999 | | |
| 62.6 | % | |
| 1 | | |
| 100 | % | |
| 62.6 | % |
Howard Kurz | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Steven Handwerker | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Robert Matza | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
David Smilow | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Val Soranno Keating | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Michael Vaughan | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
All executive officers and directors as a group (7) individuals) | |
| 8,299,999 | | |
| 62.6 | % | |
| 1 | | |
| 100 | % | |
| 62.6 | % |
(1) |
FinServ Holdings II LLC, our Sponsor, is the record holder of the securities reported herein. Lee Einbinder, our Chief Executive Officer, is the sole managing members of our Sponsor and has voting and investment discretion with respect to the Common Stock held by our Sponsor. As such, he may be deemed to have beneficial ownership of the Common Stock held directly by our Sponsor. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. Each of our officers and directors is, directly or indirectly, a member of our Sponsor. |
(2) |
Ellenoff Grossman & Schole LLP, the company’s counsel, has received an interest in our Sponsor as compensation for its services in lieu of a cash payment for fees relating to our IPO. |
|
|
(3) |
Certain third parties signed non-redemption agreements for 1,000,000 Founder Shares. |
Changes in Control
None.
STOCKHOLDER PROPOSALS
If the Extension Amendment
Proposal is approved, we anticipate that we will hold a special meeting before the Second Extended Date to consider and vote upon approval
of the Business Combination. Accordingly, if we consummate the Business Combination, our next annual meeting of stockholders will be held
at a future date to be determined by the post-Business Combination company.
If the Extension Amendment
Proposal is not approved, or if it is approved but we do not consummate a Business Combination before the Second Extended Date, the Company
will dissolve and liquidate and, we will not hold the 2022 Annual Meeting.
HOUSEHOLDING INFORMATION
Unless we have received contrary
instructions, we may send a single copy of this Proxy Statement to any household at which two or more stockholders reside if we believe
the stockholders are members of the same family. This process, known as “householding”, reduces the volume of duplicate information
received at any one household and helps to reduce our expenses. However, if as stockholders as of the Record Date, you and members of
your family who reside at the same address prefer to receive multiple sets of our disclosure documents at the same address this year or
in future years, you should follow the instructions described below. Similarly, if you share an address with another stockholder
and together both of you would like to receive only a single set of our disclosure documents, you should follow these instructions:
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● |
If the shares are registered in your names, you should contact us at (929) 529-7125 or c/o Ellenoff, Grossman & Schole LLP, 1345 Avenue of the Americas, New York, New York 10105 to inform us of your request; or |
|
● |
If a bank, broker or other nominee holds your shares, you should contact the bank, broker or other nominee directly. |
WHERE YOU CAN FIND MORE INFORMATION
We file reports, proxy statements
and other information with the SEC as required by the Exchange Act. You can read the Company’s SEC filings, including this
Proxy Statement, over the Internet at the SEC’s website at http://www.sec.gov.
If you would like additional
copies of this Proxy Statement or if you have questions about the Proposals to be presented at the Meeting, you should contact our proxy
solicitation agent at the following address and telephone number:
Advantage Proxy, Inc.
P.O. Box 10904
Yakima, WA 98909
Attn: Karen Smith
Toll Free Telephone: (877) 870-8565
Main Telephone: (206) 870-8565
E-mail: ksmith@advantageproxy.com
You may also obtain these
documents by requesting them from us via e-mail at info@finservacquisition.com.
If you are a stockholder
of the Company and would like to request documents, please do so by [_________], 2023, in order to receive them before the Meeting.
If you request any documents from us, we will mail them to you by first class mail, or another equally prompt means.
ANNEX A
PROPOSED SECOND AMENDMENT
TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
FINSERV ACQUISITION CORP. II
Pursuant to Section 242 of the
Delaware General Corporation Law
FinServ Acquisition Corp.
II (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby
certify as follows:
|
1) |
The name of the Corporation is FinServ Acquisition Corp. II. The Corporation’s Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on November 23, 2020 (the “Original Certificate”). An Amended and Restated Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on February 17, 2021 (the “Amended and Restated Certificate of Incorporation”). An Amendment to the Amended and Restated Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on February 21, 2023 (the “First Amendment”). |
|
2) |
This Second Amendment to the Amended and Restated Certificate of Incorporation amends the Amended and Restated Certificate of Incorporation of the Corporation, as amended by the First Amendment. |
|
3) |
This Second Amendment to the Amended and Restated Certificate of Incorporation was duly adopted by the affirmative vote of the holders of 65% of the stock entitled to vote at a meeting of stockholders in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. |
|
4) |
The text of Section 9.1(b) of Article IX is hereby amended and restated to read in full as follows: |
Immediately after the Offering, a certain
amount of the net offering proceeds received by the Corporation in the Offering (including the proceeds of any exercise of the underwriters’
over-allotment option) and certain other amounts specified in the Corporation’s registration statement on Form S-1, as initially
filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 2, 2021, as amended (the “Registration
Statement”), shall be deposited in a trust account (the “Trust Account”), established for the
benefit of the Public Stockholders (as defined below) pursuant to a trust agreement described in the Registration Statement. Except for
the withdrawal of interest to pay taxes (less up to $100,000 interest to pay dissolution expenses), none of the funds held in the Trust
Account (including the interest earned on the funds held in the Trust Account) will be released from the Trust Account until the earliest
to occur of (i) the completion of the initial Business Combination, (ii) the redemption of 100% of the Offering Shares (as defined below)
if the Corporation is unable to complete its initial Business Combination by February 22, 2024 or such earlier date as may be determined
by the Board in its sole discretion (or, if the Office of the Delaware Division of Corporations shall not be open for a full business
day (including filing of corporate documents) on such date the next date upon which the Office of the Delaware Division of Corporations
shall be open for a full business day) (the “Deadline Date”) and (iii) the redemption of shares in connection
with a vote seeking (a) to modify the substance or timing of the Corporation’s obligation to provide for the redemption of the Offering
Shares in connection with an initial Business Combination or amendments to this Amended and Restated Certificate prior thereto or to redeem
100% of such shares if the Corporation has not consummated an initial Business Combination by the Deadline Date or (b) with respect to
any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity (as described in Section
9.7). Holders of shares of Common Stock included as part of the units sold in the Offering (the “Offering Shares”)
(whether such Offering Shares were purchased in the Offering or in the secondary market following the Offering and whether or not such
holders are the Sponsor or officers or directors of the Corporation, or affiliates of any of the foregoing) are referred to herein as
“Public Stockholders.”
IN WITNESS WHEREOF,
FinServ Acquisition Corp. II has caused this Second Amendment to the Amended and Restated Certificate to be duly executed in its
name and on its behalf by an authorized officer as of this __ day of August, 2023.
|
FINSERV ACQUISITION CORP. II |
|
|
|
By: |
|
|
Name: |
Lee Einbinder |
|
Title: |
Chief Executive Officer and Director |
ANNEX B
PROPOSED SECOND AMENDMENT
TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
FINSERV ACQUISITION CORP. II
Pursuant to Section 242 of the
Delaware General Corporation Law
FinServ Acquisition Corp.
II (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby
certify as follows:
|
1) |
The name of the Corporation is FinServ Acquisition Corp. II. The Corporation’s Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on November 23, 2020 (the “Original Certificate”). An Amended and Restated Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on February 17, 2021 (the “Amended and Restated Certificate of Incorporation”). An Amendment was filed in the office of the Secretary of State of the State of Delaware on February 21, 2023 (the “First Amendment”). |
|
2) |
This Second Amendment to the Amended and Restated Certificate of Incorporation amends the Amended and Restated Certificate of Incorporation of the Corporation, as amended by the First Amendment. |
|
3) |
This Second Amendment to the Amended and Restated Certificate of Incorporation was duly adopted by the affirmative vote of the holders of 65% of the stock entitled to vote at a meeting of stockholders in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. |
|
4) |
The text of Section 9.2(a) of Article IX is hereby amended and restated to read in full as follows: |
Prior to the consummation of the initial
Business Combination, the Corporation shall provide all holders of Offering Shares with the opportunity to have their Offering Shares
redeemed upon the consummation of the initial Business Combination pursuant to, and subject to the limitations of, Sections 9.2(b) and 9.2(c) (such
rights of such holders to have their Offering Shares redeemed pursuant to such Sections, the “Redemption Rights”)
hereof for cash equal to the applicable redemption price per share determined in accordance with Section 9.2(b) hereof
(the “Redemption Price”). Notwithstanding anything to the contrary contained in this Amended and Restated Certificate,
there shall be no Redemption Rights or liquidating distributions with respect to any warrant issued pursuant to the Offering.
|
5) |
The text of Section 9.2(e) of Article IX is hereby amended and restated to read in full as follows: |
If the Corporation offers to redeem
the Offering Shares in conjunction with a stockholder vote on an initial Business Combination, the Corporation shall consummate the proposed
initial Business Combination only if such initial Business Combination is approved by the affirmative vote of the holders of a majority
of the shares of the Common Stock that are voted at a stockholder meeting held to consider such initial Business Combination.
|
6) |
Section 9.2(f) of Article IX is hereby deleted in its entirety. |
|
7) |
The text of Section 9.7 of Article IX is hereby amended and restated to read in full as follows: |
Additional Redemption Rights.
If, in accordance with Section 9.1(a), any amendment is made to Section 9.2(d) to modify (i) the substance or timing of the
ability of Public Stockholders to seek redemption in connection with an initial Business Combination or amendments to this Amended and
Restated Certificate prior thereto or the Corporation’s obligation to redeem 100% of the Offering Shares if the Corporation has
not consummated an initial Business Combination by the Deadline Date or (ii) any other provisions relating to stockholders’ rights
or pre-initial Business Combination activity, the Public Stockholders shall be provided with the opportunity to redeem their Offering
Shares upon the approval of any such amendment, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in
the Trust Account, including interest not previously released to the Corporation to pay its taxes, divided by the number of then outstanding
Offering Shares.
IN WITNESS WHEREOF,
FinServ Acquisition Corp. II has caused this Second Amendment to the Amended and Restated Certificate to be duly executed in its
name and on its behalf by an authorized officer as of this __ day of August, 2023.
|
FINSERV ACQUISITION CORP. II |
|
|
|
By: |
|
|
Name: |
Lee Einbinder |
|
Title: |
Chief Executive Officer and Director |
PRELIMINARY PROXY
CARD – SUBJECT TO COMPLETION
FINSERV ACQUISITION CORP. II
c/o Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas
New York, NY 10105
SPECIAL MEETING OF STOCKHOLDERS
[__________], 2023
YOUR VOTE IS IMPORTANT
FOLD AND DETACH HERE
FINSERV ACQUISITION CORP. II
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON [________], 2023
The undersigned, revoking
any previous proxies relating to these shares, hereby acknowledges receipt of the notice and proxy statement, dated [________], 2023,
(the “Proxy Statement”) in connection with the special meeting of stockholders of FinServ Acquisition Corp. II (the
“Company”) and at any adjournments thereof (the “Meeting”) to be held at [____] a.m. Eastern time
on [________], 2023, at the offices of Ellenoff Grossman & Schole LLP located at 1345 Avenue of the Americas, New York, New York 10105,
for the sole purpose of considering and voting upon the following proposals, and hereby appoints Lee Einbinder and Howard Kurz, and each
of them (with full power to act alone), the attorneys and proxies of the undersigned, with power of substitution to each, to vote all
shares of the common stock of the Company registered in the name provided, which the undersigned is entitled to vote at the Meeting and
at any adjournments thereof, with all the powers the undersigned would have if personally present. Without limiting the general authorization
hereby given, said proxies are, and each of them is, instructed to vote or act as follows on the Proposals (as defined below), as set
forth in the Proxy Statement.
THIS PROXY, WHEN EXECUTED, WILL BE VOTED IN
THE MANNER DIRECTED HEREIN. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” EACH OF PROPOSAL 1, PROPOSAL
2 AND PROPOSAL 3 (IF PRESENTED) CONSTITUTING THE EXTENSION AMENDMENT PROPOSAL, THE REDEMPTION LIMITATION AMENDMENT PROPOSAL AND THE
ADJOURNMENT PROPOSAL (COLLECTIVELY, THE “PROPOSALS”).
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY
CARD PROMPTLY.
(Continued and to be marked, dated and signed
on reverse side)
Important Notice Regarding the Availability of Proxy Materials for the
Special Meeting of Stockholders to be held on [_________], 2023:
The notice of meeting and the accompanying Proxy
Statement are available at
[________].
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF PROPOSAL 1, PROPOSAL 2 AND PROPOSAL 3, IF PRESENTED. |
|
Please mark ☒ votes as indicated in this example |
Proposal 1 – Extension Amendment Proposal |
|
FOR |
|
AGAINST |
|
ABSTAIN |
Amend the Company’s amended and restated certificate of incorporation to extend the date by which the Company has to consummate a business combination from August 22, 2023 to February 22, 2024 (or such earlier date as determined by the Company’s board of directors). |
|
☐ |
|
☐ |
|
☐ |
Proposal 1 – Redemption Limitation Amendment Proposal |
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FOR |
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AGAINST |
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ABSTAIN |
Amend the Charter to eliminate from the Charter the limitation that the Company will only redeem shares of the Company’s Class A common stock issued as part of the units sold in its initial public offering (“Public Shares”) so long as (after such redemption), the Company’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended), or of any entity that succeeds to the Company as a public company, will be at least $5,000,001 either immediately prior to or upon consummation of the initial Business Combination in order to allow the Company to redeem Public Shares irrespective of whether such redemption would exceed the Redemption Limitation. |
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Proposal 3 – Adjournment Proposal |
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FOR |
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AGAINST |
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ABSTAIN |
Adjourn the 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 Proposal 1 or Proposal 2. |
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☐ |
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☐ |
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☐ |
Date: _______________, 2023
Signature
Signature (if held jointly)
Signature should agree with name printed hereon.
If stock is held in the name of more than one person, EACH joint owner should sign. Executors, administrators, trustees, guardians and
attorneys should indicate the capacity in which they sign. Attorneys should submit powers of attorney.
PLEASE SIGN, DATE AND RETURN THE PROXY IN THE
ENVELOPE ENCLOSED TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY. THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE ABOVE-SIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” EACH OF PROPOSAL 1, PROPOSAL
2 AND PROPOSAL 3 (IF PRESENTED). THIS PROXY WILL REVOKE ALL PRIOR PROXIES SIGNED BY YOU.
FinServ Acquisition Corp... (NASDAQ:FSRXU)
過去 株価チャート
から 8 2024 まで 9 2024
FinServ Acquisition Corp... (NASDAQ:FSRXU)
過去 株価チャート
から 9 2023 まで 9 2024