Washington, D.C. 20549
SUSTAINABLE DEVELOPMENT
ACQUISITION i cORP.
SUSTAINABLE DEVELOPMENT ACQUISITION I CORP.
5701 Truxtun Avenue, Suite 201
Bakersfield, CA 93309
PROXY STATEMENT
The special meeting, which we refer to as the “Special Meeting,”
of stockholders of Sustainable Development Acquisition I Corp., which we refer to as the “we,” “us,” “our,”
“SDAC” or the “Company,” will be held at [___] [a.m.] Eastern Time on [___], 2022 as a virtual meeting. You will
be able to attend, vote your shares, and submit questions during the Special Meeting via a live webcast available at https://www.cstproxy.com/sustainabledevelopment/2022.
If you plan to attend the virtual online Special Meeting, you will need your 12 digit control number to vote electronically at the Special
Meeting. The Special Meeting will be held for the sole purpose of considering and voting upon the following proposals:
| · | a proposal to amend the Company’s amended and restated certificate of incorporation, which we refer to as the “charter,”
in the form set forth in Annex A to the accompanying Proxy Statement, which we refer to as the “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 involving the Company and one
or more businesses, which we refer to as a “business combination,” (ii) cease its operations if it fails to complete such
business combination, and (iii) redeem or repurchase 100% of the Company’s Class A common stock included as part of the units sold
in the Company’s initial public offering that was consummated on February 4, 2021, which we refer to as the “IPO,” from
February 4, 2023 (the “Termination Date”) to August 12, 2023 or such earlier date as determined by the board of directors
(the “Board”), which we refer to as the “Extension,” and such later date, the “Extended Date”;
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| · | a proposal to approve the adjournment of the Special 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 Extension
Amendment Proposal, which we refer to as the “Adjournment Proposal.” The Adjournment Proposal will only be presented at the
Special Meeting if there are not sufficient votes to approve the Extension Amendment Proposal. |
The purpose of the Extension Amendment Proposal and, if necessary,
the Adjournment Proposal, is to allow us additional time to complete a merger, capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination involving the Company and one or more businesses (a “business combination”).
While we are currently in active discussions with respect to a business combination with a potential target company, our board of directors
(the “Board”) believes that there will not be sufficient time to before the Termination Date to complete an initial business
combination Accordingly, the Board believes that in order to be able to consummate a business combination, we will need to obtain the
Extension. Without the Extension, the Board believes that there is significant risk that we might not, despite our best efforts, be able
to complete a business combination on or before the Termination Date. If that were to occur, we would be precluded from completing a business
combination and would be forced to liquidate even if our stockholders are otherwise in favor of consummating a business combination. In
the event that we enter into a definitive agreement for an initial business combination prior to the Special Meeting, we will issue a
press release and file a Current Report on Form 8-K with the U.S. Securities and Exchange Commission (the “SEC”) announcing
the proposed business combination. If the Extension is approved and implemented, we intend to complete a business combination as soon
as possible and in any event on or before the Extended Date.
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 our Business Combination. The purpose of the Extension
Amendment is to allow the Company more time to complete a business combination. In addition, we will not proceed with the Extension and
any redemptions in connection therewith if the number of redemptions or repurchases of our shares of Class A common stock issued in our
IPO, which shares we refer to as the “public shares,” causes us to have less than $5,000,001 of net tangible assets following
approval of the Extension Amendment Proposal.
In connection with the Extension Amendment Proposal, public
stockholders may elect to redeem their public shares for a per-share price, payable in cash, equal to the aggregate amount then on
deposit in the trust account (the “Trust Account”), including interest not previously released to the Company to pay its
franchise and income taxes, divided by the number of then outstanding shares of Class A common stock issued in our IPO, which shares
we refer to as the “public shares,” and which election we refer to as the “Election,” regardless of whether
such public stockholders vote on the Extension Amendment Proposal. We 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 only a small fraction
of the approximately $[●] that was in the Trust Account as of [___], 2022, the record date. Any redemptions by the Company as
a result of an Election shall be conditioned on the approval of the Extension Amendment Proposal by the requisite vote of
shareholders.
If the Extension 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 a business combination
is submitted to the stockholders, subject to any limitations set forth in our charter as amended by the Extension Amendment. In addition,
if the Extension Amendment Proposal is approved, 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 a business combination by the Extended Date.
The Sponsor owns 7,831,250 Founder Shares (as defined below) that were
issued to the Sponsor prior to our IPO, and 9,325,000 private placement warrants, which we refer to as the “Private Placement Warrants,”
that were purchased by the Sponsor in a private placement which occurred simultaneously with the completion of the IPO. In addition, each
of our independent directors owns 25,000 Founder Shares. Each of our Chief Executive Officer and Chairman are one of five managers of
our Sponsor’s board of managers. Any action by our Sponsor with respect to the Company or the Founder Shares, including voting and
dispositive decisions, requires four out of five votes of the managers of the board of managers. Therefore, under the so-called “rule
of three,” because voting and dispositive decisions are made by a supermajority of our Sponsor’s managers, none of the managers
of our Sponsor is deemed to be a beneficial owner of our Sponsor’s securities, even those in which such manager holds a pecuniary
interest. Accordingly, none of our officers is deemed to have or share beneficial ownership of the Founder Shares held by our Sponsor.
As used herein, “Founder Shares” refers to all issued and outstanding shares of our Class B common stock. In the event of
a liquidation, our Sponsor, officers and directors, and anchor investors will not receive any monies held in the Trust Account as a result
of their ownership of the Founder Shares or the Private Placement Warrants.
The Sponsor and all of our directors 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. Currently, our Sponsor and our directors own approximately [●]% of our issued and outstanding shares of common
stock, including 7,906,250 Founder Shares. Our Sponsor and directors 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 Extension Amendment.
To exercise your redemption rights, 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 Special Meeting (or [___]). 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 DWAC
(Deposit/Withdrawal At Custodian) system. If you hold your shares in street name, you will need to instruct your bank, broker or other
nominee to withdraw the shares from your account in order to exercise your redemption rights.
Based upon the current amount in the Trust Account, the Company anticipates
that the per-share price at which public shares will be redeemed from cash held in the Trust Account will be approximately $[•] at
the time of the Special Meeting. The closing price of the Company’s Class A common stock on [___], 2022 was $[___]. The Company
cannot assure stockholders that they will be able to sell their shares of the Company’s Class A common stock 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.
Approval of the Extension Amendment Proposal is a condition to the
implementation of the Extension and the consummation of an redemptions in connection therewith. In addition, we will not proceed with
the Extension if the number of redemptions or repurchases of our shares of Class A common stock issued in our IPO, which shares we refer
to as the “public shares,” causes us to have less than $5,000,001 of net tangible assets following approval of the Extension
Amendment Proposal.
If the Extension Amendment Proposal is not approved, we will not
redeem any shares in respect of which public stockholders have made an Election, and will, as promptly as reasonably practicable,
and in any event within 5 business days, return any shares tendered to the Company’s transfer agent prior to the Special
Meeting. Further, if the Extension Amendment is not approved and we do not consummate a business combination by February 4, 2023, in
accordance with our charter, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably
possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the shares of
Class A common stock 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 the Company to pay its
franchise and income taxes (less up to $100,000 of such net interest to pay dissolution expenses, by (B) the total number of then
outstanding shares of Class A common stock, 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 the remaining stockholders and the Board in accordance with applicable law,
dissolve and liquidate, subject in each case to the Company’s obligations under the Delaware General Corporation Law, which we
refer to as the “DGCL,” to provide for claims of creditors and other requirements of applicable law.
There will be no distribution from the Trust Account with respect to
the Company’s warrants, which will expire worthless in the event of our winding up. In the event of a liquidation, our Sponsor will
not receive any monies held in the Trust Account as a result of its ownership of 7,831,250 Founder Shares that were issued to the Sponsor
prior to our IPO and 9,325,000 Private Placement Warrants that were purchased by the Sponsor in a private placement which occurred simultaneously
with the completion of the IPO. As a consequence, a liquidating distribution will be made only with respect to the public shares. In addition,
each of our independent directors owns 25,000 Founder Shares. Each of our Chief Executive Officer and Chairman are one of five managers
of our Sponsor’s board of managers. Any action by our Sponsor with respect to the Company or the Founder Shares, including voting
and dispositive decisions, requires four out of five votes of the managers of the board of managers. Therefore, under the so-called “rule
of three,” because voting and dispositive decisions are made by a supermajority of our Sponsor’s managers, none of the managers
of our Sponsor is deemed to be a beneficial owner of our Sponsor’s securities, even those in which such manager holds a pecuniary
interest. Accordingly, none of our officers is deemed to have or share beneficial ownership of the Founder Shares held by our Sponsor.
We reserve the right at any time to cancel the Special Meeting and
not to submit to our stockholders the Extension Amendment Proposal and implement the Extension Amendment. In the event the Special Meeting
is cancelled, we may dissolve and liquidate in accordance with the charter.
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 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 this offering against certain liabilities, including liabilities
under the Securities Act of 1933, as amended (the “Securities Act”). However, we have not asked our sponsor to reserve
for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity
obligations and believe that our sponsor’s only assets are securities of our Company. Therefore, we cannot assure you that our sponsor
would be able to satisfy those obligations. Based upon the current amount in the Trust Account, we anticipate that the per-share price
at which public shares will be redeemed from cash held in the Trust Account will be approximately $[●]. Nevertheless, the Company
cannot assure you that the per share distribution from the Trust Account, if the Company liquidates, will not be less than $[●],
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 prospectus filed with the SEC on February 8, 2021, 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. If our plan of distribution complies
with Section 281(b) of the DGCL, 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 likely be barred after the third anniversary of the dissolution. We cannot assure you that we will properly assess all claims that
may be potentially brought against us. As such, our stockholders could potentially be liable for any claims to the extent of distributions
received by them (but no more) and any liability of our stockholders may extend beyond the third anniversary of such date. Furthermore,
if the pro rata portion of our trust account distributed to our public stockholders upon the redemption of our public shares in the event
we do not complete our initial business combination within 24 months from the closing of this offering or during any Extension is not
considered a liquidating distribution under Delaware law and such redemption distribution is deemed to be unlawful (potentially due to
the imposition of legal proceedings that a party may bring or due to other circumstances that are currently unknown), then pursuant to
Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution,
instead of three years, as in the case of a liquidating distribution.
If the Extension Amendment Proposal is approved, the Company, pursuant
to the terms of the investment management trust agreement, dated February 4, 2021, by and between the Company and Continental Stock Transfer
& Trust Company (the “Trust Agreement”), will (i) remove from the Trust Account an amount, which we refer to as 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 not previously released to the Company to pay its franchise and income 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 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 Extended Date if the Extension Amendment Proposal
is approved.
Our Board has fixed the close of business on [___], 2022 as the date
for determining the Company stockholders entitled to receive notice of and vote at the Special Meeting and any adjournment thereof (the
“record date”). Only holders of record of the Company’s common stock on that date are entitled to have their votes counted
at the Special Meeting or any adjournment thereof. On the record date of the Special Meeting, there were 31,625,000 shares of Class A
common stock and 7,906,250 shares of Class B common stock outstanding. The Company’s warrants do not have voting rights in connection
with the Extension Amendment Proposal or the Adjournment Proposal.
This Proxy Statement contains important information about the Special
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 Okapi Partners (the “Proxy Solicitor”) to assist in the solicitation of proxies for the Special Meeting.
We have agreed to pay the Proxy Solicitor a fee of $20,000. We will also reimburse the Proxy Solicitor for reasonable out-of- pocket expenses
and will indemnify the Proxy Solicitor and its affiliates against certain claims, liabilities, losses, damages and expenses. In addition
to these mailed proxy materials, our directors and officers may also solicit proxies in person, by telephone or by other means of communication.
These parties will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other
agents for the cost of forwarding proxy materials to beneficial owners. While the payment of these expenses will reduce the cash available
to us to consummate an initial business combination if the Extension is approved, 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 [___], 2022 and is first being mailed
to stockholders on or about [___], 2022.
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By
Order of the Board of Directors |
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Nicole
Neeman Brady |
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Chief
Executive Officer |
QUESTIONS AND ANSWERS ABOUT THE SPECIAL 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? |
We are a blank check company formed in Delaware on December 16, 2020,
for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination
with one or more businesses. On February 4, 2021, we consummated our IPO from which we derived gross proceeds of $316,250,000 in the aggregate
and completed the private sales of Private Placement Warrants from which we derived gross proceeds of $9,325,000. The amount in the Trust
Account was initially $[●] per public share. Like most blank check companies, our charter provides for the return of our IPO proceeds
held in trust to the holders of shares of Class A common stock sold in our IPO if there is no qualifying business combination(s) consummated
on or before February 4, 2023. Our Board believes that it is in the best interests of the stockholders to continue our existence until
the Extended Date in order to allow us more time to complete a business combination.
While we are currently in active discussions with respect to a business
combination with a potential target company, the Board believes that there will not be sufficient time to before the Termination Date
to complete an initial business combination. The purpose of the Extension Amendment Proposal and, if necessary, the Adjournment Proposal,
is therefore to provide the Company with sufficient time to complete a business combination.
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What is being voted on? |
You are being asked to vote on: |
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a proposal to amend our charter to extend the date by which we have to consummate a business combination from February 4, 2023
to August 12, 2023 or such earlier date as determined by the Board; and |
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a proposal to approve the adjournment of the Special 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 Extension
Amendment Proposal. |
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The Extension Amendment Proposal is required for the implementation
of our Board’s plan to extend the date that we have to complete our initial business combination. The purpose of the Extension Amendment
is to allow the Company more time to complete an initial business combination. Approval of the Extension Amendment Proposal is a condition
to the implementation of the Extension and the consummation of any redemptions in connection therewith.
If the Extension Amendment Proposal is approved, we will, pursuant
to the Trust Agreement, remove the Withdrawal Amount from the Trust Account, deliver to the holders of redeemed public shares their portion
of the Withdrawal Amount and retain the remainder of the funds in the Trust Account for our use in connection with consummating a business
combination on or before the Extended Date.
However, we will not proceed with the Extension or any redemptions
in connection therewith if redemptions of our public shares cause us to have less than $5,000,001 of net tangible assets following approval
of the Extension Amendment Proposal.
If the Extension Amendment Proposal is
approved and the Extension 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 following the Election. We 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 only a small fraction of the approximately
$[___] that was in the Trust Account as of the record date. In such event, we may need to obtain
additional funds to complete an initial business combination, and there can be no assurance that such funds will be available on terms
acceptable to the parties or at all.
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We reserve the right at any time to cancel the Special Meeting
and not to submit to our stockholders the Extension Amendment Proposal and implement the Extension Amendment. In the event the Special
Meeting is cancelled, we may dissolve and liquidate in accordance with the charter.
If the Extension Amendment Proposal is not approved, we will not redeem
any shares in respect of which public stockholders have made an Election, and will, as promptly as reasonably practicable, and in any
event within 5 business days, return any shares tendered to the Company’s transfer agent prior to the Special Meeting. Further,
if the Extension Amendment is not approved and we do not consummate a business combination by February 4, 2023, in accordance with our
charter, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than
ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the shares of Class A common stock 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 the Company to pay its franchise and income taxes (less up to $100,000 of such
net interest to pay dissolution expenses), by (B) the total number of then outstanding shares of Class A common stock, 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 the remaining stockholders
and the Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Company’s obligations under
the DGCL to provide for claims of creditors and other requirements of applicable law.
There will be no distribution from the Trust Account with respect to
our warrants, which will expire worthless in the event of our winding up. In the event of a liquidation, our Sponsor, directors and officers
and anchor investors will not receive any monies held in the Trust Account as a result of their ownership of the Founder Shares and Private
Placement Warrants.
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Why is the Company proposing the Extension Amendment Proposal and the Adjournment
Proposal? |
Our charter provides that we have until February 4, 2023 to complete
our initial business combination. Our Board has determined that it is in the best interests of our stockholders to approve the Extension
Amendment Proposal and, if necessary, the Adjournment Proposal, to allow for additional time to consummate a business combination. While
we are currently in active discussions with respect to a business combination with a potential target company and are using our best efforts
to complete a business combination as soon as practicable, the Board believes that there will not be sufficient time before the Termination
Date to complete a business combination. Accordingly, the Board believes that in order to be able to consummate a business combination,
we will need to obtain the Extension. Without the Extension, the Board believes that there is significant risk that we might not, despite
our best efforts, be able to complete a business combination on or before February 4, 2023. If that were to occur, we would be precluded
from completing a business combination and would be forced to liquidate even if our stockholders are otherwise in favor of consummating
a business combination. |
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If the Extension is approved and implemented, we intend to complete
a business combination as soon as possible and in any event, on or before the Extended Date. |
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The Company believes that given its expenditure of time, effort and
money on searching for potential business combination opportunities, including the fact that we are in active discussions regarding a
business combination, circumstances warrant providing public stockholders an opportunity to consider a 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 our Class A common stock included as part of the units sold in our IPO from February 4, 2023 to August
12, 2023.
You are not being asked to vote on a business combination at this
time. If the Extension 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 a business combination, you will retain the right to vote on a business combination when it is submitted
to stockholders and the right to redeem your public shares for cash in the event a business combination is approved and completed or we
have not consummated a business combination by the Extended Date.
If the Extension Amendment Proposal is not approved, we may put the
Adjournment Proposal to a vote in order to seek additional time to obtain sufficient votes in support of the Extension. If the Adjournment
Proposal is not approved, the Board may not be able to adjourn the Special Meeting to a later date or dates in the event that there are
insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal.
We reserve the right at any time to cancel the Special Meeting and
not to submit to our stockholders the Extension Amendment Proposal and implement the Extension Amendment. In the event the Special Meeting
is cancelled, we may dissolve and liquidate in accordance with the charter.
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Why should I vote “FOR” the Extension Amendment Proposal? |
Our Board believes stockholders will benefit from the consummation
of a business combination and is proposing the Extension Amendment Proposal to extend the date by which we have to complete a business
combination until the Extended Date. The Extension would give us additional time to complete a business combination, which our Board believes
in the best interests of the shareholders.
The Board believes that it is in the best interests of our stockholders
that the Extension be obtained to provide additional amount of time to consummate a business combination. Without the Extension, we believe
that there is substantial risk that we might not, despite our best efforts, be able to complete a business combination on or before February
4, 2023. If that were to occur, we would be precluded from completing a business combination and would be forced to liquidate even if
our stockholders are otherwise in favor of consummating a business combination.
We believe that given our expenditure of time, effort and money on
searching for potential business combination opportunities, including the fact that we are in active discussions regarding a business
combination, circumstances warrant providing public stockholders an opportunity to consider a business combination and that it is in the
best interests of our stockholders that we obtain the Extension. In the event that we enter into a definitive agreement for an initial
business combination prior to the Special Meeting, we will issue a press release and file a Current Report on Form 8-K with the SEC announcing
the proposed business combination.
Our Board recommends that you vote in favor of the Extension Amendment
Proposal.
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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 Special Meeting to a later date in the event that there are insufficient votes for, or otherwise
in connection with, the approval of the Extension Amendment Proposal.
We reserve the right at any time to cancel the Special Meeting and
not to submit to our stockholders the Extension Amendment Proposal and implement the Extension Amendment. In the event the Special Meeting
is cancelled, we may dissolve and liquidate in accordance with the charter.
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When would the Board abandon the Extension Amendment Proposal? |
We intend to hold the Special Meeting to approve the Extension Amendment
and only if the Board has determined as of the time of the Special Meeting that we may not be able to complete a business combination
on or before February 4, 2023. If we complete a business combination on or before February 4, 2023, we will not implement the Extension.
Additionally, our Board will abandon the Extension Amendment if our stockholders do not 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 Extension Amendment at any time without any further action by our stockholders.
In addition, we will not proceed with the Extension or any redemptions in connection therewith if the number of redemptions or repurchases
of our public shares causes us to have less than $5,000,001 of net tangible assets following approval of the Extension Amendment Proposal.
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How do the Company insiders intend to vote their shares? |
The Sponsor and all of our directors and officers 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. Currently, our Sponsor and our officers and directors own approximately [●]% of our issued and
outstanding shares of common stock, including 7,906,250 Founder Shares. Our Sponsor, directors and officers 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 Extension Amendment. |
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What vote is required to adopt the proposals? |
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.
The approval of the Adjournment Proposal will require the affirmative
vote of the majority of the votes cast by stockholders represented in person or by proxy.
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What if I don’t want to vote “FOR” the Extension Amendment Proposal? |
If you do not want the Extension Amendment Proposal to be approved, you must abstain, not vote, or vote “AGAINST” such proposal. You will be entitled to redeem your public shares for cash in connection with this vote whether or not you vote on the Extension Amendment Proposal so long as you elect to redeem your public shares for a pro rata portion of the funds available in the Trust Account in connection with the Extension Amendment. If the Extension Amendment Proposal is approved, and the Extension is implemented, then the Withdrawal Amount will be withdrawn from the Trust Account and paid to the redeeming holders. |
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What happens if the Extension Amendment Proposal is not approved? |
Our Board will abandon the Extension Amendment if our stockholders
do not approve the Extension Amendment Proposal. |
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If the Extension Amendment Proposal is not approved and we have not
consummated a business combination by the Termination Date, we will (i) cease all operations except for the purpose of winding up, (ii)
as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem
100% of the shares of Class A common stock 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 the Company to pay its franchise
and income taxes (less up to $100,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding shares
of Class A common stock, 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 the remaining stockholders and the Board in accordance with applicable law, dissolve and liquidate, subject
in each case to the Company’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable
law.
There will be no redemptions in respect of which public stockholders
have made an Election, and we will, as promptly as reasonably practicable, and in any event within 5 business days, return any shares
tendered to the Company’s transfer agent prior to the Special Meeting.
There will be no distribution from the Trust Account with respect to
our warrants which will expire worthless in the event we wind up.
In the event of a liquidation, our Sponsor, directors and officers
and anchor investors will not receive any monies held in the Trust Account as a result of their ownership of the Founder Shares or Private
Placement Warrants.
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If the Extension Amendment Proposal is approved, what happens next? |
If the Extension Amendment Proposal is approved, we will continue to
attempt to consummate a business combination until the Extended Date. We expect to seek stockholder approval of a business combination.
If stockholders approve a business combination, we expect to consummate a business combination as soon as possible following such stockholder
approval. Because we have only a limited time to complete our initial business combination, even if we are able to effect the Extension,
our failure to obtain any required regulatory approvals in connection with a business combination or to resolve certain ongoing investigations
within the requisite time period may require us to liquidate. If we liquidate, our public shareholders may only receive $[●]
per share, and our warrants will expire worthless. This will also cause you to lose any potential investment opportunity in a target company
and the chance of realizing future gains on your investment through any price appreciation in the combined company.
Upon approval of the Extension Amendment Proposal by holders of at
least 65% of the common stock outstanding as of the record date, we will file an amendment to the charter with the Secretary of State
of the State of Delaware in the form set forth in Annex A hereto. We will remain a reporting company under the Securities Exchange Act
of 1934, as amended (the “Exchange Act”) and our units, Class A common stock and public warrants will remain publicly traded.
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 our Sponsor, our directors and our officers as a result of their ownership of the Founder Shares and Private
Placement Warrants.
Notwithstanding stockholder approval of the Extension Amendment Proposal,
our Board will retain the right to abandon and not implement the Extension Amendment at any time without any further action by our stockholders.
We reserve the right at any time to cancel the Special Meeting and
not to submit to our stockholders the Extension Amendment Proposal and implement the Extension Amendment. In the event the Special Meeting
is cancelled, we may dissolve and liquidate in accordance with the charter.
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What happens to the Company’s warrants if the Extension Amendment Proposal is not approved? |
If the Extension Amendment Proposal is not approved and we have not consummated a business combination by the Termination Date, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the shares of Class A common stock 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 the Company to pay its franchise and income taxes (less up to $100,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding shares of Class A common stock, 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 the remaining stockholders and the Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Company’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law. 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. |
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What happens to the Company’s warrants if the Extension Amendment Proposal is approved? |
If the Extension Amendment Proposal is approved, we will retain the blank check company restrictions previously applicable to us and continue to attempt to consummate a business combination until the Extended Date. The public warrants will remain outstanding and only become exercisable until the later of 30 days after the completion of our initial business combination and 12 months from the closing of our IPO, provided in each case we have an effective registration statement under the Securities Act covering 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). |
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Am I able to exercise my redemption rights in connection with a business combination? |
If you were a holder of common stock as of the close of business on the record date for a meeting to seek stockholder approval of a business combination, you will be able to vote on a business combination. The Special Meeting relating to the Extension Amendment Proposal does not affect your right to elect to redeem your public shares in connection with a business combination, subject to any limitations set forth in our charter (including the requirement to submit any request for redemption in connection with a business combination on or before the date that is one business day before the special meeting of stockholders to vote on a business combination). If you disagree with a business combination, you will retain your right to redeem your public shares upon consummation of a business combination in connection with the stockholder vote to approve a business combination, subject to any limitations set forth in our charter. |
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How do I attend the meeting? |
You will need your control number for access. If you do not have your
control number, contact Continental Stock Transfer & Trust Company at the phone number or e-mail address below. Beneficial investors
who hold shares through a bank, broker or other intermediary, will need to contact them and obtain a legal proxy. Once you have your
legal proxy, contact Continental Stock Transfer & Trust Company to have a control number generated. Continental Stock Transfer &
Trust Company contact information is as follows: Continental Stock Transfer & Trust Company, 1 State Street Plaza, 30th Floor, New
York, New York 10004, or email proxy@continentalstock.com. |
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Stockholders will also have the option to listen to the Special Meeting
by telephone by calling: |
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Within the U.S. and Canada: +1 800-450-7155 (toll-free) |
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Outside of the U.S. and Canada: +1 857-999-9155 (standard rates apply) |
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The passcode for telephone access: 2542756#. You will not be able to
vote or submit questions unless you register for and log in to the Special Meeting webcast as described herein. |
How do I change or revoke my vote? |
You may change your vote by e-mailing a later-dated, signed proxy card
to info@okapipartners.com, so that it is received by us prior to the Special Meeting or by attending the Special Meeting online and voting.
You also may revoke your proxy by sending a notice of revocation to us, which must be received by us prior to the Special 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 Special Meeting and vote at the Special Meeting online, you must follow the instructions
included with the enclosed proxy card.
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How are votes counted? |
Votes will be counted by the inspector of election appointed for the
meeting, who will separately count “FOR” and “AGAINST” votes and abstentions. The Extension Amendment Proposal
must be approved by the affirmative vote of at least 65% of the outstanding shares as of the record date of our common stock, including
the Founder Shares, voting together as a single class. Accordingly, a Company stockholder’s failure to vote by proxy or to vote
online at the Special Meeting or an abstention with respect to the Extension Amendment Proposal will have the same effect as a vote “AGAINST”
such proposal.
The approval of the Adjournment Proposal requires the affirmative vote
of the majority of the votes cast by stockholders represented in person or by proxy. Accordingly, a Company stockholder’s failure
to vote by proxy or to vote online at the Special Meeting will not be counted towards the number of shares of common stock required to
validly establish a quorum, and if a valid quorum is otherwise established, it will have no effect on the outcome of any vote on the Adjournment
Proposal.
Abstentions will be counted in connection with the determination of
whether a valid quorum is established but will have no effect on the outcome of the Adjournment Proposal.
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If my shares are held in “street name,” will my broker automatically vote them for me? |
No. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. We believe all the proposals presented to the stockholders will be considered non-discretionary and therefore your broker, bank, or nominee cannot vote your shares without your instruction. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide. If your shares are held by your broker as your nominee, which we refer to as being held in “street name,” you may need to obtain a proxy form from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker to vote your shares. |
What is a quorum requirement? |
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 Special Meeting,
present in person 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 at the Special Meeting. Abstentions
will be counted towards the quorum requirement. In the absence of a quorum, the chairman of the meeting has power to adjourn the Special
Meeting. As of the record date for the Special Meeting, [19,765,626] shares of our common stock would be required to achieve a quorum.
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Who can vote at the Special Meeting? |
Only holders of record of our common stock at the close of business
on [___], 2022 are entitled to have their vote counted at the Special Meeting and any adjournments or postponements thereof. On this record
date, 31,625,000 shares of our Class A common stock and 7,906,250 shares of our Class B common stock were outstanding and entitled to
vote.
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 Stock Transfer & Trust Company, then you
are a stockholder of record. As a stockholder of record, you may vote online at the Special Meeting or vote by proxy. Whether or not you
plan to attend the Special Meeting online, we urge you to fill out and return the enclosed proxy card to ensure your vote is counted.
Beneficial Owner: Shares Registered in the Name of a Broker or Bank.
If on the record date your shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer, or other similar
organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded
to you by that organization. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares
in your account. You are also invited to attend the Special Meeting. However, since you are not the stockholder of record, you may not
vote your shares online at the Special Meeting unless you request and obtain a valid proxy from your broker or other agent.
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Does the Board recommend voting for the approval of the Extension Amendment Proposal and the Adjournment Proposal? |
Yes. After careful consideration of the terms and conditions of these proposals, our Board has determined that the Extension Amendment 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 and the Adjournment Proposal. |
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What interests do the Company’s Sponsor, directors and officers have in the approval of the proposals? |
Our 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 7,906,250 Founder Shares (purchased for $25,000) and 9,325,000 Private Placement Warrants (purchased for $9,325,000), which would expire worthless if a business combination is not consummated. See the section entitled “The Extension Amendment Proposal — Interests of our Sponsor, Directors and Officers.” |
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Do I have appraisal rights if I object to the Extension Amendment Proposal? |
Our stockholders do not have appraisal rights in connection with the Extension Amendment Proposal under the DGCL. |
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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. |
How do I vote? |
If you are a holder of record of our common stock, you may vote online
at the Special Meeting or by submitting a proxy for the Special Meeting. Whether or not you plan to attend the Special Meeting online,
we urge you to vote by proxy to ensure your vote is counted. You may submit your proxy by completing, signing, dating and returning the
enclosed proxy card in the accompanying pre-addressed postage paid envelope. You may still attend the Special Meeting and vote online
if you have already voted by proxy.
If your shares of our common stock are held in “street name”
by a broker or other agent, you have the right to direct your broker or other agent on how to vote the shares in your account. You are
also invited to attend the Special Meeting. However, since you are not the stockholder of record, you may not vote your shares online
at the Special Meeting unless you request and obtain a valid proxy from your broker or other agent.
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How do I redeem my shares of Class A common stock? |
If the Extension is implemented, each of our public stockholders may
seek to redeem all or a portion of its public shares at a per- share price, payable in cash, equal to the aggregate amount then on deposit
in the Trust Account, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding public
shares. 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 Extended Date.
In order to exercise your redemption
rights, you must, prior to 5:00 p.m. Eastern time on [___], 2022 (two business days before the Special
Meeting) tender your shares physically or electronically and submit a request in writing that we redeem your public shares for cash to
Continental Stock Transfer & Trust Company, our transfer agent, at the following address:
Continental Stock Transfer & Trust Company
1 State Street Plaza, 30th Floor
New York, New York 10004
Attn: Mark Zimkind
E-mail: mzimkind@continentalstock.com
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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 Company shares. |
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Who is paying for this proxy solicitation? |
We will pay for the entire cost of soliciting proxies from our working capital. We have engaged Okapi Partners to assist in the solicitation of proxies for the Special Meeting. We have agreed to pay the Proxy Solicitor a fee of $20,000. We will also reimburse the Proxy Solicitor for reasonable out-of-pocket expenses and will indemnify the Proxy Solicitor and its affiliates against certain claims, liabilities, losses, damages and expenses. In addition to these mailed proxy materials, our directors and officers may also solicit proxies in person, by telephone or by other means of communication. These parties will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners. While the payment of these expenses will reduce the cash available to us to consummate an initial business combination if the Extension is approved, we do not expect such payments to have a material effect on our ability to consummate an initial 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 our proxy solicitor, Okapi Partners, at (855) 208-8903 (toll
free) or by email at info@okapipartners.com.
You may also contact us at: Sustainable Development Acquisition I Corp.,
info@WaterFoodEnergySpac.com.
You may also obtain additional information about the Company from documents
filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.” |
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 its actual results to differ significantly from those expressed in any forward-looking statement. We do not guarantee that
the transactions and events described will happen as described (or that they will happen at all). The following factors, among others,
could cause actual results and future events to differ materially from those set forth or contemplated in the forward- looking statements:
| · | our ability to complete a business combination; |
| · | the anticipated benefits of a business combination; |
| · | the volatility of the market price and liquidity of our securities; |
| · | the use of funds not held in the Trust Account; and |
| · | the competitive environment in which our successor will operate following a business combination. |
While forward-looking statements reflect our good faith beliefs, they
are not guarantees of future performance. We disclaim any obligation to publicly update or revise any forward-looking statement to reflect
changes in underlying assumptions or factors, new information, data or methods, future events or other changes after the date of this
proxy statement, except as required by applicable law. For a further discussion of these and other factors that could cause our future
results, performance or transactions to differ significantly from those expressed in any forward-looking statement, please see the section
entitled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC
on April 22, 2022 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 Annual
Report on Form 10-K filed with the SEC on April 22, 2022, our Quarterly Report on Form 10-Q filed with the SEC on August 23, 2022 and
in the 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.
There are no assurances that the Extension will enable
us to complete a business combination.
Approving the Extension involves a number of risks. Even if the Extension
is approved, the Company can provide no assurances that a business combination will be consummated prior to the 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 is
approved, the Company expects to seek shareholder approval of a business combination.
We are required to offer stockholders the opportunity to redeem shares
in connection with the Extension Amendment, and we will be required to offer stockholders redemption rights again in connection with any
stockholder vote to approve a business combination. Even if the Extension or a 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 Extension and a 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 SEC issued proposed rules to regulate special purpose
acquisition companies that, if adopted, may increase our costs and the time needed to complete our initial business combination.
With respect to the regulation of special purpose acquisition companies
like the Company (“SPACs”), on March 30, 2022, the SEC issued proposed rules (the “SPAC Rule Proposals”) relating
to, among other items, disclosures in business combination transactions involving SPACs and private operating companies; the condensed
financial statement requirements applicable to transactions involving shell companies; the use of projections by SPACs in SEC filings
in connection with proposed business combination transactions; the potential liability of certain participants in proposed business
combination transactions; and to the extent to which SPACs could become subject to regulation under the Investment Company Act of
1940, as amended (the “Investment Company Act”), including a proposed rule that would provide SPACs a safe harbor from treatment
as an investment company if they satisfy certain conditions that limit a SPAC’s duration, asset composition, business purpose and
activities. These rules, if adopted, whether in the form proposed or in a revised form, may increase the costs of and the time needed
to negotiate and complete an initial business combination, and may constrain the circumstances under which we could complete an initial
business combination.
If we are deemed to be an investment company 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 would expect to abandon our efforts to complete an initial business combination and instead to liquidate the Company.
As described further above, the SPAC Rule Proposals relate, among
other matters, to the circumstances in which SPACs such as the Company could potentially be subject to the Investment Company Act
and the regulations thereunder. The SPAC Rule Proposals would provide a safe harbor for such companies from the definition of
“investment company” under Section 3(a)(1)(A) of the Investment Company Act, provided that a SPAC satisfies certain
criteria, including a limited time period to announce and complete a de-SPAC transaction. Specifically, to comply with the safe
harbor, the SPAC Rule Proposals would require a company to file a report on Form 8-K announcing that it has entered into an
agreement with a target company for a business combination no later than 18 months after the effective date of its registration
statement for its initial public offering (the “IPO Registration Statement”). The company would then be required to
complete its initial business combination no later than 24 months after the effective date of the IPO Registration Statement.
Because the SPAC Rule Proposals have not yet been adopted, there is
currently uncertainty concerning the applicability of the Investment Company Act to a SPAC, including a company like ours, that may not
complete its business combination within 24 months after the effective date of the IPO Registration Statement. 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 would expect to abandon our efforts to complete an initial business combination
and instead to liquidate the Company.
To mitigate the risk that we might be deemed to be an investment
company for purposes of the Investment Company Act, we may, at any time, instruct the trustee to liquidate the securities held in the
Trust Account and instead to hold the funds in the Trust Account in cash until the earlier of the consummation of our initial business
combination or our liquidation. As a result, following the liquidation of securities in the Trust Account, we would likely receive minimal
interest, if any, on the funds held in the Trust Account, which would reduce the dollar amount our public stockholders would receive upon
any redemption or liquidation of the Company.
The funds in the Trust Account have, since our initial public offering,
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, we may, at any time, on or prior to the Termination Date or the Extended Date, as applicable, instruct Continental Stock Transfer & Trust Company, 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 cash until the earlier of consummation of our initial business combination
or liquidation of the Company. Following such liquidation, we would likely receive minimal interest, if any, on the funds held in the
Trust Account. 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. As a result, any decision to liquidate the securities held in the Trust Account and thereafter
to hold all funds in the Trust Account in cash would reduce the dollar amount our public stockholders would receive upon any redemption
or liquidation of the Company.
In addition, even prior to Termination Date, we may be deemed to be
an investment company. The longer that the funds in the Trust Account are held in short-term U.S. government treasury obligations or in
money market funds invested exclusively in such securities, even prior to Termination Date, the greater the risk that we may be considered
an unregistered investment company, in which case we may be required to liquidate the Company. Accordingly, we may determine, in our discretion,
to liquidate the securities held in the Trust Account at any time, even prior to the Termination Date, and instead hold all funds in the
Trust Account in cash, which would further reduce the dollar amount our public stockholders would receive upon any redemption or liquidation
of the Company.
Since the Sponsor and our directors and officers will lose
their entire investment in us if an initial business combination is not completed, they may have a conflict of interest in the approval
of the proposals at the Special Meeting.
There will be no distribution from the Trust Account with respect to
the Company’s warrants, which will expire worthless in the event of our winding up. In the event of a liquidation, our Sponsor will
not receive any monies held in the Trust Account as a result of its ownership of 7,831,250 Founder Shares that were issued to the Sponsor
prior to our IPO and 9,325,000 Private Placement Warrants that were purchased by the Sponsor in a private placement which occurred simultaneously
with the completion of the IPO. As a consequence, a liquidating distribution will be made only with respect to the public shares. In addition,
each of our independent directors owns 25,000 Founder Shares. Each of our Chief Executive Officer and Chairman are one of five managers
of our Sponsor’s board of managers. Any action by our Sponsor with respect to the Company or the Founder Shares, including voting
and dispositive decisions, requires four out of five votes of the managers of the board of managers. Therefore, under the so-called “rule
of three,” because voting and dispositive decisions are made by a supermajority of our Sponsor’s managers, none of the managers
of our Sponsor is deemed to be a beneficial owner of our Sponsor’s securities, even those in which such manager holds a pecuniary
interest. Accordingly, none of our officers is deemed to have or share beneficial ownership of the Founder Shares held by our Sponsor.
Such persons have waived their rights to liquidating distributions from the Trust Account with respect to these securities, and all of
such investments would expire worthless if an initial business combination is not consummated. Additionally, such persons can earn a positive
rate of return on their overall investment in the combined company after an initial business combination, even if other holders of our
common stock experience a negative rate of return, due to having initially purchased the Founder Shares for an aggregate of $25,000. Our
Sponsor, directors and officers may therefore have interests different from, or in addition to, your interests as a stockholder in connection
with the proposals at the Special Meeting.
A new 1% U.S. federal excise tax could be imposed on us
in connection with redemptions by us of our shares.
On August 16, 2022, the Inflation Reduction Act of 2022 (the “IRA”)
was signed into federal law. The IRA provides for, among other things, a new U.S. federal 1% excise tax 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 itself, not its stockholders from which shares are repurchased.
The amount of the excise tax is generally 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. In addition, certain exceptions apply to the
excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other
guidance to carry out, and prevent the abuse or avoidance of the excise tax; however, no guidance has been issued to date.
The IRA excise tax applies only to repurchases that occur after December
31, 2022. It is uncertain whether, and/or to what extent, the excise tax could apply to any redemptions of our public shares after December
31, 2022, including any redemptions in connection with initial business combination, extension requests or a liquidation in the event
we do not consummate an initial business combination by February 4, 2023. Any redemption or other repurchase that occurs after December
31, 2022, in connection with a business combination, extension request or otherwise may be subject to the excise tax. Whether and to what
extent we would be subject to the excise tax in connection with a business combination or otherwise would depend on a number of factors,
including (i) the fair market value of the redemptions and repurchases in connection with the business combination, (ii) the structure
of the business combination, (iii) the nature and amount of any private investment in public equity or other equity issuances in connection
with the business combination (or otherwise issued not in connection with the business combination but issued within the same taxable
year of the business combination) and (iv) the content of regulations and other guidance from the Treasury, including whether this excise
tax applies to distributions in the context of a liquidation. In addition, because the excise tax would be payable by us, and not by the
redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction
in the cash available on hand to complete a business combination and in our ability to complete a business combination.
BACKGROUND
We are a blank check company formed in Delaware on December 16, 2020,
for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination
with one or more businesses.
There are currently 31,625,000 shares of Class A common stock and 7,906,250
shares of Class B common stock issued and outstanding. In addition, we issued warrants to purchase 15,812,500 shares of our Class A common
stock as part of the units offered in our IPO, along with an aggregate of 9,325,000 warrants (convertible into an aggregate of 9,325,000
shares of Class A common stock) underlying the Private Placement Warrants issued to our Sponsor in a private placement simultaneously
with the consummation of our IPO, and we issued 15,812,500 Public Warrants. Each whole warrant entitles its holder to purchase one whole
share of Class A common stock at an exercise price of $11.50 per share. The warrants will become exercisable until the later of 30 days
after the completion of our initial business combination and 12 months from the closing of our IPO and expire five years after the completion
of our initial business combination or earlier upon redemption or liquidation. We have the ability upon a minimum of 30 days’ prior
written notice (the “redemption period”) to redeem outstanding warrants at any time after they become exercisable and prior
to their expiration, at a price of $0.01 per warrant, provided that the reported last sale price of our Class A common stock equals or
exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and certain issuances
of Class A common stock and equity-linked securities) for any 20 trading days within a 30 trading-day period commencing once the warrants
become exercisable and ending on the third trading day prior to the date on which we give proper notice of such redemption and provided
certain other conditions are met. We will not redeem the warrants as described above unless an effective registration statement under
the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is effective and a current prospectus
relating to those shares of Class A common stock is available throughout the 30-day redemption period. Any such exercise would not be
on a “cashless” basis and would require the exercising holder to pay the exercise price for each warrant being exercised.
The exercise price and share redemption trigger price of the warrants
can be adjusted in some circumstances if we (i) issue additional shares of Class A common stock or equity-linked securities for capital
raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less
than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s
board of directors and, in the case of any such issuance to the Company’s sponsor or its affiliates, without taking into account
any Founder Shares held by the sponsor or its affiliates, prior to such issuance) (the “Newly Issued Price”); (ii) the
aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for
the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions);
and (iii) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the
trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”)
is below $9.20 per share, then:
| · | the exercise price of the warrants will be adjusted to be equal to 115% of the higher of the Market Value and the Newly Issued Price; |
| · | the $18.00 per share redemption trigger price (as described in our Form S-1/A filed with the SEC on February 2, 2021 (the “S-1
Registration Statement”) under “Description of Securities-Redeemable Warrants-Public Stockholders’ Warrants-Redemption
of warrants when the price per share of Class A common stock equals or exceeds $18.00”) will be adjusted (to the nearest cent) to
be equal to 180% of the higher of the Market Value and the Newly Issued Price; and |
| · | the $10.00 per share redemption trigger price (as described in our S-1 Registration Statement under “Description of Securities-Redeemable
Warrants-Public Stockholders’ Warrants-Redemption of warrants when the price per share of Class A common stock equals or exceeds
$10.00”) will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. |
A total of $316,250,000 of the proceeds from our IPO and the
simultaneous sale of the Private Placement Warrants in a private placement transaction was placed in our Trust Account in the United
States maintained by Continental Stock Transfer & Trust Company, acting as trustee, 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, until the earlier of: (i) the consummation of a business combination or (ii) the distribution of the
proceeds in the Trust Account as described below.
Approximately $[___] was held in the Trust Account as of the record
date. The mailing address of the Company’s principal executive office is 5701 Truxtun Avenue, Suite 201, Bakersfield, CA 93309.
You are not being asked to vote on a business combination at this
time. If the Extension 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 a business combination, you will retain the right to vote on a business combination when it is submitted
to stockholders and the right to redeem your public shares for cash in the event a business combination is approved and completed or we
have not consummated a business combination by the Extended Date.
THE EXTENSION AMENDMENT PROPOSAL
The Company is proposing to amend its charter to extend the date by
which the Company has to consummate an initial business combination to the Extended Date.
The sole purpose of the Extension Amendment Proposal is to allow the
Company more time to complete a business combination.
We are currently in active negotiations with respect to a business
combination. In the event that we enter into a definitive agreement for an initial business combination prior to the Special Meeting,
we will issue a press release and file a Current Report on Form 8-K with the SEC announcing a proposed business combination.
If the Extension Amendment Proposal is not approved, we will not redeem
any shares in respect of which public stockholders have made an Election, and will, as promptly as reasonably practicable, and in any
event within 5 business days, return any shares tendered to the Company’s transfer agent prior to the Special Meeting. Further,
if the Extension Amendment is not approved and we do not consummate a business combination by February 4, 2023, in accordance with our
charter, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than
ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the shares of Class A common stock 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 the Company to pay its franchise and income taxes (less up to $100,000 of such
net interest to pay dissolution expenses), by (B) the total number of then outstanding shares of Class A common stock, 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 the remaining stockholders
and the Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Company’s obligations under
the DGCL to provide for claims of creditors and other requirements of applicable law.
We reserve the right at any time to cancel the Special Meeting and
not to submit to our stockholders the Extension Amendment Proposal and implement the Extension Amendment. In the event the Special Meeting
is cancelled, we may dissolve and liquidate in accordance with the charter.
The Board believes that given our expenditure of time, effort and money
on searching for potential business combination opportunities, including the fact that we are in active discussions regarding a business
combination, circumstances warrant providing public stockholders an opportunity to consider a business combination and that it is in the
best interests of our stockholders that we obtain the Extension.
A copy of the proposed amendment to the charter of the Company is attached
to this Proxy Statement in Annex A.
Reasons for the Extension Amendment Proposal
The Company’s charter provides that the Company has until February
4, 2023 to complete the purposes of the Company including, but not limited to, effecting a business combination under its terms. The purpose
of the Extension Amendment is to allow the Company more time to complete its initial business combination.
While we are currently in active discussions with respect to a business
combination and are using our best efforts to complete a business combination as soon as practicable, the Board believes that there will
not be sufficient time before the Termination Date to complete a business combination. Accordingly, the Board believes that in order to
be able to consummate a business combination, we will need to obtain the Extension. Without the Extension, the Board believes that there
is significant risk that we might not, despite our best efforts, be able to complete a business combination on or before February 4, 2023.
If that were to occur, we would be precluded from completing a business combination and would be forced to liquidate even if our stockholders
are otherwise in favor of consummating a business combination.
If the Extension is approved and implemented, we intend to complete
a business combination as soon as possible and in any event on or before the Extended Date.
The Company’s 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 in the case 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 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 February 4, 2023 to the Extended Date. We intend to hold another stockholder meeting prior to the Extended Date in order to seek
stockholder approval of a 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. We also believe that, given the Company’s expenditure of time,
effort and money on searching for potential business combination opportunities, including the fact that we are in active discussions regarding
a business combination, circumstances warrant providing public stockholders an opportunity to consider a business combination.
If the Extension Amendment Proposal is Not Approved
Stockholder approval of the 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 Extension Amendment unless our stockholders approve the Extension Amendment Proposal.
If the Extension Amendment Proposal is not approved, we will not redeem
any shares in respect of which public stockholders have made an Election, and will, as promptly as reasonably practicable, and in any
event within 5 business days, return any shares tendered to the Company’s transfer agent prior to the Special Meeting. Further,
if the Extension Amendment is not approved and we do not consummate a business combination by February 4, 2023, in accordance with our
charter, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than
ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the shares of Class A common stock 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 the Company to pay its franchise and income taxes (less up to $100,000 of such
net interest to pay dissolution expenses), by (B) the total number of then outstanding shares of Class A common stock, 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 the remaining stockholders
and the Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Company’s obligations under
the DGCL to provide for claims of creditors and other requirements of applicable law.
There will be no distribution from the Trust Account with respect to
the Company’s warrants which will expire worthless in the event we wind up. In the event of a liquidation, our Sponsor, directors
and officers and anchor investors will not receive any monies held in the Trust Account as a result of their ownership of the Founder
Shares or the Private Placement Warrants.
If the Extension Amendment Proposal Is Approved
If the Extension Amendment Proposal is approved, the Company will file
an amendment to the charter with the Secretary of State of the State of Delaware in the form set forth in Annex A hereto to extend
the time it has to complete a business combination until the Extended Date. The Company will remain a reporting company under the Exchange
Act and its units, Class A common stock and public warrants will remain publicly traded. The Company will then continue to work to consummate
a business combination by the Extended Date.
Notwithstanding stockholder approval of the Extension Amendment Proposal,
our Board will retain the right to abandon and not implement the Extension at any time without any further action by our stockholders..
We reserve the right at any time to cancel the Special Meeting and not to submit to our stockholders the Extension Amendment Proposal
and implement the Extension Amendment. In the event the Special Meeting is cancelled, we may dissolve and liquidate in accordance with
the charter.
You are not being asked to vote on a business combination at this
time. If the Extension 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 a business combination, you will retain the right to vote on a business combination when it is
submitted to stockholders and the right to redeem your public shares for cash in the event a business combination is approved and
completed or we have not consummated a business combination by the Extended Date.
If the Extension Amendment Proposal is approved, and the Extension
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 only a small fraction of the approximately $[___] held in the Trust
Account as of the record date. We will not proceed with the Extension if redemptions or repurchases of our public shares cause us to have
less than $5,000,001 of net tangible assets following approval of the Extension Amendment Proposal.
Redemption Rights
If the Extension Amendment Proposal is approved, and the Extension
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. Holders of public shares who do not elect to redeem their public shares in connection with the Extension
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 Extended Date.
TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST SUBMIT A REQUEST IN
WRITING THAT WE REDEEM YOUR PUBLIC SHARES FOR CASH TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY AT THE ADDRESS BELOW, AND, AT THE
SAME TIME, ENSURE YOUR BANK OR BROKER COMPLIES WITH THE REQUIREMENTS IDENTIFIED ELSEWHERE HEREIN, INCLUDING DELIVERING YOUR SHARES TO
THE TRANSFER AGENT PRIOR TO THE VOTE ON THE EXTENSION AMENDMENT PROPOSAL PRIOR TO [5:00 P.M.] EASTERN TIME ON [___], 2022.
In connection with tendering your shares for redemption, prior to [5:00
p.m.] Eastern time on [___], 2022 (two business days before the Special 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: Mark Zimkind, or to deliver your shares to the transfer agent electronically using DTC’s DWAC system, which election would
likely be determined based on the manner in which you hold your shares. The requirement for physical or electronic delivery prior to [5:00
p.m.] Eastern time on [___], 2022 (two business days before the Special 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 Special Meeting.
Through the DWAC system, this electronic delivery process can be accomplished
by the stockholder, whether or not it is a record holder or its shares are held in “street name,” by contacting the transfer
agent or its broker and requesting delivery of its shares through the DWAC system. Delivering shares physically may take significantly
longer. In order to obtain a physical stock certificate, a stockholder’s broker and/or clearing broker, DTC, and the Company’s
transfer agent will need to act together to facilitate this request. There is a nominal cost associated with the above-referenced tendering
process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the
tendering broker $[100] and the broker would determine whether or not to pass this cost on to the redeeming holder. It is the Company’s
understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. The
Company does not have any control over this process or over the brokers or DTC, and it may take longer than two weeks to obtain a physical
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 [___], 2022 (two business days before the Special Meeting) will not be redeemed for
cash held in the Trust Account on the redemption date. In the event that a public stockholder tenders its shares and decides prior
to the vote at the Special 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 Special 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 Company anticipates 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
Extension Amendment. 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. Based upon the current amount in the Trust Account,
the Company anticipates that the per-share price at which public shares will be redeemed from cash held in the Trust Account will be approximately
$[●] at the time of the Special Meeting. The closing price of the Company’s Class A common stock on the record date was $[___].
If you exercise your redemption rights, you will be exchanging your
shares of the Company’s 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 the Company’s transfer agent prior to
[5:00 p.m.] Eastern time on [___], 2022 (two business days before the Special Meeting). The Company anticipates 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 Extension.
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
The following is a discussion of certain material U.S. federal income
tax considerations for holders of our Class A common stock with respect to the exercise of redemption rights in connection with the approval
of the Extension Amendment Proposal. This discussion is limited to certain U.S. federal income tax considerations to beneficial owners
of our Class A common stock who hold such stock as a capital asset within the meaning of Section 1221 of the U.S. Internal Revenue Code
of 1986, as amended (the “Code”).
This discussion is a summary only and does not describe all of the
tax consequences that may be relevant to you in light of your particular circumstances, including but not limited to the alternative minimum
tax, the Medicare tax on certain net investment income and the different consequences that may apply if you are subject to special rules
that apply to certain types of investors, including but not limited to:
| · | our sponsor, founders, officers or directors; |
| · | financial institutions or financial services entities; |
| · | governments or agencies or instrumentalities thereof; |
| · | regulated investment companies; |
| · | real estate investment trusts; |
| · | expatriates or former long-term residents of the United States; |
| · | persons that actually or constructively own five percent or more (by vote or value) of our shares; |
| · | dealers or traders subject to a mark-to-market method of accounting with respect to the securities; |
| · | persons holding the securities as part of a “straddle,” constructive
sale, hedge, conversion or other integrated or similar transaction; |
| · | U.S. holders (as defined below) whose functional currency is not the U.S. dollar; |
| · | partnerships or other pass-through entities for U.S. federal income tax purposes and any beneficial owners
of such partnerships; |
| · | controlled foreign corporations; and |
| · | passive foreign investment companies. |
If a partnership (including an entity or arrangement treated as a partnership
for U.S. federal income tax purposes) or other pass-through entity holds our Class A common stock, the U.S. federal income tax treatment
of a partner in such partnership or equityholder in such pass-through entity generally will depend upon the status of the partner or equityholder,
upon the activities of the partnership or other pass-through entity and upon certain determinations made at the partner or equityholder
level. Accordingly, we urge partners in partnerships (including entities or arrangements treated as partnerships for U.S. federal income
tax purposes) and equityholders in other pass-through entities considering the purchase of our Class A common stock to consult their tax
advisors regarding the U.S. federal income tax considerations of the purchase, ownership and disposition of our securities by such partnership
or pass-through entity.
This discussion is based on the Code, and administrative pronouncements,
judicial decisions and final, temporary and proposed Treasury regulations as of the date hereof, which are subject to change, possibly
on a retroactive basis, and changes to any of which subsequent to the date of this prospectus may affect the tax consequences described
herein. This discussion does not address any aspect of state, local or non-U.S. taxation, or any U.S. federal taxes other than income
taxes (such as gift and estate taxes).
We have not sought, and will not seek, a ruling from the U.S. Internal
Revenue Service (the “IRS”) as to any U.S. federal income tax consequence described herein. The IRS may disagree with the
discussion herein, and its determination may be upheld by a court. Moreover, there can be no assurance that future legislation, regulations,
administrative rulings or court decisions will not adversely affect the accuracy of the statements in this discussion. You are urged to
consult your tax advisor with respect to the application of U.S. federal tax laws to your particular situation, as well as any tax consequences
arising under the laws of any state, local or foreign jurisdiction.
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 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 of the Company redeemed for cash. For purposes of this discussion, a “U.S. Holder”
is a beneficial owner who or that is, for U.S. federal income tax purposes:
| · | an individual who is a citizen or resident of the United States; |
| · | a corporation (including other entity taxable as a corporation) organized in or under the laws of the United States, any state thereof
or the District of Columbia; |
| · | an estate the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source; or |
| · | a trust, if (i) a court within the United States is able to exercise primary supervision over the administration
of the trust and one or more United States persons (as defined in the Code) have authority to control all substantial decisions of the
trust or (ii) it has a valid election in effect under Treasury 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 our 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 our 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 corporate 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 our 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 which
could be acquired pursuant to the exercise of the warrants. In order to meet the substantially disproportionate test, the percentage
of our 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 our 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 our stock actually and constructively owned by the U.S. Holder are redeemed or (ii) all of the shares of
our 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 us.
Whether the redemption will result in a meaningful reduction in a U.S. Holder’s proportionate interest in us 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 corporate distribution and the tax effects will be as described below under “U.S. Federal Income Tax Considerations
to U.S. Holders — Taxation of Distributions.” After the application of those rules, any remaining tax basis of the U.S.
holder in the redeemed Class A common stock will be added to the U.S. holder’s adjusted tax basis in its remaining stock, or, if
it has none, to the U.S. holder’s adjusted tax basis in its warrants or possibly in other stock constructively owned by it.
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 of the Company 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. It is unclear, however, whether
the redemption rights with respect to the Class A common stock may suspend the running of the applicable holding period for this purpose.
If the running of the holding period for the Class A common stock is suspended, then non-corporate U.S. holders may not be able to satisfy
the one-year holding period requirement for long-term capital gain treatment, in which case any gain on a sale or taxable disposition
of the Class A common stock would be subject to short-term capital gain treatment and would be taxed at regular ordinary income tax rates.
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-half 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 upon exercise of a whole warrant) less any prior distributions treated as a return of capital. Long-term capital
gains realized by a non-corporate U.S. Holder generally will be taxable at a reduced rate. The deductibility 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 our 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 under “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 we pay 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 (including, but not limited
to, dividends treated as investment income for purposes of investment interest deduction limitations), and provided certain holding period
requirements are met, dividends we pay to a non- corporate U.S. Holder generally will constitute “qualified dividends” that
will be subject to tax at preferential long-term capital gains rates. It is unclear whether the redemption rights prior to our initial
business combination with respect to the Class A common stock may prevent a U.S. holder from satisfying the applicable holding period
requirements with respect to the dividends received deduction or the preferential tax rate on qualified dividend income, as the case may
be. If the holding period requirements are not satisfied, then a corporation may not be able to qualify for the dividends received deduction
and would have taxable income equal to the entire dividend amount, and non-corporate holders may be subject to tax on such dividend at
regular ordinary income tax rates instead of the preferential rate that applies to qualified dividend income.
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 of the Company redeemed for cash. For purposes of this discussion, a “Non-U.S.
Holder” is a beneficial owner who or that is for U.S. federal income tax purposes:
| · | a non-resident alien individual; |
| · | a foreign corporation; or |
| · | an estate or trust that is not a U.S. holder; |
but generally does not include an individual who is present in the
United States for 183 days or more in the taxable year of disposition. If you are such an individual, you should consult your tax advisor
regarding the U.S. federal income tax consequences of the acquisition, ownership or sale or other disposition of our securities.
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 under “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 of the Company
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 of the Company, 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); |
or
| · | we are or have 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. There can
be no assurance that our Class A common stock will be treated as regularly traded on an established securities market for this purpose. |
Unless an applicable treaty provides otherwise, gain
described in the first bullet point above will be subject to tax at generally applicable U.S. federal income tax rates as if the Non-U.S.
holder were a United States resident. Any gains described in the first bullet point above of a Non-U.S. holder that is a foreign corporation
may also be subject to an additional “branch profits tax” at a thirty percent rate (or lower treaty rate).
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 we make to a Non-U.S. Holder
of shares of our Class A common stock, to the extent paid out of our current or accumulated earnings and profits (as determined
under United States federal income tax principles), 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, we 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 (usually on an IRS Form W-8BEN or W-8BEN-E). 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 under “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 we pay 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 (and, if a tax treaty applies, are attributable
to a U.S. permanent establishment or fixed base maintained by the Non-U.S. holder) generally will not be subject to United States withholding
tax, provided such Non-U.S. Holder complies with certain certification and disclosure requirements (usually by providing an IRS Form W-8ECI).
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 or other tax laws) of the receipt of cash in exchange for shares in connection with the Extension Amendment Proposal.
THE SPECIAL MEETING
Overview
Date, Time and Place. The Special Meeting of the Company’s
stockholders will be held at [•] [a.m.] Eastern Time on [___], 2022 as a virtual meeting. You will be able to attend, vote your shares
and submit questions during the Special Meeting via a live webcast available at https://www.cstproxy.com/sustainabledevelopment/2022.
If you plan to attend the virtual online Special Meeting, you will need your 12 digit control number to vote electronically at the Special
Meeting. The meeting will be held virtually over the internet by means of a live audio webcast. 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 virtual meeting.
To register for the virtual meeting, please follow these instructions
as applicable to the nature of your ownership of our common stock.
If your shares are registered in your name with our transfer agent
and you wish to attend the online-only virtual meeting, go to https://www.cstproxy.com/sustainabledevelopment/2022, enter the control
number you received on your proxy card and click on the “Click here” to preregister for the online meeting link at the top
of the page. Just prior to the start of the meeting you will need to log back into the meeting site using your control number. Pre-registration
is recommended but is not required in order to attend.
Beneficial stockholders who wish to attend the online-only virtual
meeting must obtain a legal proxy by contacting their account representative at the bank, broker, or other nominee that holds their shares
and e-mail a copy (a legible photograph is sufficient) of their legal proxy to proxy@continentalstock.com. Beneficial stockholders who
e-mail a valid legal proxy will be issued a meeting control number that will allow them to register to attend and participate in the
online-only meeting. After contacting our transfer agent a beneficial holder will receive an e-mail prior to the meeting with a link
and instructions for entering the virtual meeting. Beneficial stockholders should contact our transfer agent no later than 72 hours prior
to the meeting date.
Stockholders will also have the option to listen to the Special Meeting
by telephone by calling:
| · | Within the U.S. and Canada: +1 800-450-7155 (toll-free) |
| · | Outside of the U.S. and Canada: +1 857-999-9155 (standard rates apply) |
The passcode for telephone access: 2542756. You will not be able to
vote or submit questions unless you register for and log in to the Special Meeting webcast as described herein.
Voting Power; record date. You will be entitled to vote
or direct votes to be cast at the Special Meeting, if you owned the Company’s Class A common stock at the close of business on [___],
2022, the record date for the Special Meeting. You will have one vote per proposal for each share of the Company’s common stock
you owned at that time. The Company’s warrants do not carry voting rights.
Votes Required. Approval of the Extension Amendment Proposal
will require the affirmative vote of holders of at least 65% of the Company’s Class A common stock outstanding on the record date,
including the Founder Shares. If you do not vote or if you abstain from voting on a proposal, your action will have the same effect as
an “AGAINST” vote. Broker non-votes will have the same effect as “AGAINST” votes.
At the close of business on the record date of the Special Meeting,
there were 31,625,000 shares of Class A common stock and 7,906,250 shares of Class B common stock outstanding, each of which entitles
its holder to cast one vote per proposal.
If you do not want the Extension Amendment Proposal approved, you must
abstain, not vote, or vote “AGAINST” the Extension Amendment. 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 elect to redeem your public shares
for a pro rata portion of the funds available in the Trust Account in connection with the Extension Amendment Proposal. The Company anticipates
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 Extension Amendment Proposal.
Proxies; Board Solicitation; Proxy Solicitor. Your
proxy is being solicited by the Board on the proposals being presented to stockholders at the Special Meeting. The Company has engaged
Okapi Partners to assist in the solicitation of proxies for the Special 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 at the Special Meeting if you are a holder of record of the Company’s common stock. You may contact
the Proxy Solicitor at (855) 208-8903 (toll free) or by email at info@okapipartners.com.
Required Vote
The affirmative vote by holders of at least 65% of the Company’s
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, the Extension Amendment will not be implemented and, if a business combination has not been consummated,
the Company will be required by its 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 shares of Class
A common stock 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 the Company to pay its franchise and income taxes
(less up to $100,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding shares of Class A
common stock, 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 the remaining stockholders and the Board in accordance with applicable law, dissolve and liquidate, subject in each case
to the Company’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law. Stockholder
approval of the 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 Extension Amendment at any time without any further action by our stockholders.
Our Sponsor and all of our directors and officers are expected to vote
any common stock owned by them in favor of the Extension Amendment Proposal. On the record date, our Sponsor, directors and officers beneficially
owned and were entitled to vote an aggregate of 7,906,250 Founder Shares, representing approximately 20.0% of the Company’s issued
and outstanding shares of common stock. Our Sponsor and our directors and officers do not intend to purchase shares of Class A common
stock in the open market or in privately negotiated transactions in connection with the stockholder vote on the Extension Amendment.
Interests of our Sponsor, Directors and Officers
When you consider the recommendation of our Board, you should keep
in mind that our Sponsor, executive officers, and members of our Board and special advisors have interests that may be different from,
or in addition to, your interests as a stockholder. These interests include, among other things:
| · | the fact that our Sponsor holds 7,831,250 Founder Shares and 9,325,000
Private Placement Warrants. In addition, each of our independent directors owns 25,000 Founder Shares. Each of our Chief Executive Officer
and Chairman are one of five managers of our Sponsor’s board of managers. Any action by our Sponsor with respect to the Company
or the Founder Shares, including voting and dispositive decisions, requires four out of five votes of the managers of the board of managers.
Therefore, under the so-called “rule of three,” because voting and dispositive decisions are made by a supermajority of our
Sponsor’s managers, none of the managers of our Sponsor is deemed to be a beneficial owner of our Sponsor’s securities, even
those in which such manager holds a pecuniary interest. Accordingly, none of our officers is deemed to have or share beneficial ownership
of the Founder Shares held by our Sponsor. All of such investments would expire worthless if a business combination is not consummated;
on the other hand, if a business combination is consummated, such investments could earn a positive rate of return on their overall investment
in the combined company, even if other holders of our common stock experience a negative rate of return, due to having initially purchased
the Founder Shares for $25,000; |
| · | the fact that, if the Trust Account is liquidated, including in the event we are unable to complete an initial business combination
within the required time period, the Sponsor has agreed to indemnify us to ensure that the proceeds in the Trust Account are not reduced
below the lesser of (i) $10.00 per public share and (ii) the actual per public share amount as is in
the Trust Account on the liquidation date, by the claims of prospective target businesses with which we have entered into a written letter
of intent, confidentiality or similar agreement or business combination agreement or claims of any third party for services rendered or
products sold to us, but only if such a third party or target business has not executed a waiver of any and all rights to seek access
to the Trust Account (whether or not such waiver is enforceable) and, in the case of claims under our indemnity of the underwriters of
the initial public offering, only against certain liabilities; and |
| · | the fact that 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 special meeting to vote
on a proposed business combination and may even continue to serve following any potential business combination and receive compensation
thereafter. |
Additionally, if the Extension Amendment Proposal is approved and we
consummate an initial business combination, our Sponsor, officers and directors may have additional interests as will be described in
the proxy statement for 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 Extension Amendment is in the best interests of the Company and its stockholders. Our Board has approved
and declared advisable adoption of the Extension Amendment Proposal and recommends that you vote “FOR” such proposal.
Our charter provides that the Company has until February 4, 2023 to
complete the purposes of the Company including, but not limited to, effecting a business combination under its terms. As previously announced,
we are currently in discussions with respect to a business combination. While we are using our best efforts to complete a business combination
as soon as practicable, the Board believes that there will not be sufficient time before the Termination Date to complete a business combination.
Accordingly, the Board believes that in order to be able to consummate a business combination, we will need to obtain the Extension. Without
the Extension, the Board believes that there is significant risk that we might not, despite our best efforts, be able to complete the
a business combination on or before February 4, 2023. If that were to occur, we would be precluded from completing a business combination
and would be forced to liquidate even if our stockholders are otherwise in favor of consummating a business combination.
Our charter states that if the Company’s stockholders approve
an amendment to the Company’s charter that would affect the substance or timing of the Company’s obligation to redeem 100%
of the Company’s public shares if it does not complete a business combination before February 4, 2023, the Company will provide
its 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
the 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.
In addition, the Company’s 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. We believe
that, given the Company’s expenditure of time, effort and money searching for potential business combination opportunities, including
the fact that we are in active discussions regarding a business combination, circumstances warrant providing public stockholders an opportunity
to consider a business combination. Because we continue to believe that a business combination would be in the best interests of our stockholders,
the Board has determined to seek stockholder approval to extend the date by which we have to complete a business combination beyond February
4, 2023 to the Extended Date, in the event we cannot consummate a business combination by February 4, 2023.
The Company is not asking you to vote a business combination at
this time. If the Extension is implemented and you do not elect to redeem your public shares, you will retain the right to vote on a
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, including interest (which interest shall be net of taxes payable), divided by
the number of then outstanding public shares, in the event a business combination is approved and completed or the Company has not
consummated another business combination by the Extended Date. After careful consideration of all relevant factors, the Board
determined that the 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.
THE ADJOURNMENT PROPOSAL
Overview
The Adjournment Proposal, if adopted, will allow our Board to adjourn
the Special Meeting to a later date or dates to permit further solicitation of proxies. The Adjournment Proposal will only be presented
to our stockholders in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension
Amendment Proposal. In no event will our Board adjourn the Special Meeting beyond February 4, 2023.
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 Special Meeting to a later date in the event that there are insufficient votes for, or otherwise
in connection with, the approval of the Extension Amendment Proposal.
Vote Required for Approval
The approval of the Adjournment Proposal requires the affirmative vote
of the majority of the votes cast by stockholders represented in person or by proxy at the Special Meeting. Accordingly, if a valid quorum
is otherwise established, a stockholder’s failure to vote by proxy or online at the Special 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.