QUESTIONS AND ANSWERS ABOUT THE STOCKHOLDER MEETING
The questions and answers below highlight only selected information from this proxy statement and only briefly address some commonly asked questions about the Stockholder Meeting (as defined below) and the proposals to be presented at the Stockholder Meeting. The following questions and answers do not include all the information that is important to Company stockholders. Stockholders are urged to read carefully this entire proxy statement, including the other documents referred to herein, to fully understand the proposals to be presented at the Stockholder Meeting and the voting procedures for the Stockholder Meeting, which will be held on April 14, 2023, at 9:00 a.m., Mountain Time. The Stockholder Meeting will be held at the corporate office of Accretion Acquisition Corp., located at 240 Saint Paul Street, Suite 502, Denver, Colorado 80206, or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned (the “Stockholder Meeting”).
Q:
Why am I receiving this proxy statement?
A:
The Company is a blank check company formed as a Delaware corporation for the purpose of effecting an initial business combination with one or more businesses.
On October 25, 2021, the Company consummated the IPO of 18,000,000 units, at a price of $10.00 per unit, generating gross proceeds of $180.00 million. Each unit (the “Units”) consists of one share of Common Stock, one right to receive one-tenth of one share of Common Stock upon the consummation of an initial business combination, and one-half of one warrant, with each whole warrant entitling the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. Simultaneously with the closing of the IPO, the Company consummated the sale of 7,300,000 Private Placement Warrants at a price of $1.00 per warrant in a private placement to the Sponsor generating gross proceeds of $7.3 million.
On October 27, 2021, the underwriters exercised the over-allotment option in full and on October 28, 2021, purchased an additional 2,700,000 units, generating gross proceeds of approximately $27.0 million. In connection with the underwriters’ full exercise of the over-allotment option, the Company issued additional Private Placement Warrants at a price of $1.00 per warrant in a private placement to the Sponsor, generating gross proceeds of $0.81 million.
Following the IPO and the private placement, a total of $209.07 million was placed in the trust account maintained by Continental, acting as trustee (the “Trust Account”). Like most blank check companies, the Company’s amended and restated certificate of incorporation (the “Certificate of Incorporation”) provides for the return of the IPO proceeds held in trust to the holders of shares of Public Stock if there is no qualifying business combination(s) consummated on or before April 25, 2023 (the “Original Termination Date”).
Without the Charter Extension (as defined below), the Company believes that the Company might not, despite its best efforts, be able to complete its initial business combination (a “Business Combination”) on or before April 25, 2023. The Company believes that it is advisable and in the best interests of the Company’s stockholders to continue the Company’s existence until July 25, 2023, or up to December 25, 2023, in order to allow the Company additional time to complete a Business Combination and is therefore holding this Stockholder Meeting.
Q:
When and where will the Stockholder Meeting be held?
A:
The Stockholder Meeting will be held at the corporate office of Accretion Acquisition Corp., located at 240 Saint Paul Street, Suite 502, Denver, Colorado 80206, or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned.
Q:
How do I vote without attending the Stockholder Meeting?
A:
If you were a holder of record of shares of Common Stock on March 23, 2023 (the “Record Date”), you can vote by proxy by phone, the Internet or mail by following the instructions provided in the enclosed proxy card. Please note that if you are a beneficial owner who holds shares in street name, you must vote by submitting voting instructions to your broker, bank or other nominee, or otherwise by