TETC Tech and Energy Transition Corporation

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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Schedule 14A

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Information Required in Proxy Statement
Schedule 14A Information

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

Check the appropriate box:

Tech and Energy Transition Corporation
(Name of Registrant as Specified in its Charter)

_________________________________________________________________

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

PRELIMINARY PROXY STATEMENT — SUBJECT TO COMPLETION, DATED FEBRUARY 1, 2023

TECH AND ENERGY TRANSITION CORPORATION
125 W 55th St.
New York, New York 10019

(net of any tax obligation owed by the Company as a result of assets of the Company or interest or other income earned on the Trust Account), divided by the number of then-issued and outstanding shares of Class A Common Stock, as April 5, 2023 (such date, the “Additional Redemption Rights Amendment Date,” such amendment, the “Additional Redemption Rights Amendment,” such proposal, the “Additional Redemption Rights Amendment Proposal,” and together with the Extension Proposal and the Redemption Limitation Amendment Proposal, the “Amendment Proposals”); and

4.      Proposal No. 4 — The Adjournment Proposal — 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 Proposal and the Additional Redemption Rights Amendment Proposal (the “Adjournment Proposal”), which may be presented at the Special Meeting if, based on the tabulated votes, there are not sufficient votes at the time of the Special Meeting to approve the Extension Proposal and the Additional Redemption Rights Amendment Proposal, in which case the Adjournment Proposal will be the only proposal presented at the Special Meeting.

Each of the proposals is more fully described in the accompanying proxy statement, which you are encouraged to read carefully.

The purpose of the Extension Proposal is to allow the Company more time to complete an initial Business Combination. The Certificate of Incorporation provides that the Company has until March 19, 2023, to complete an initial Business Combination. While the Company is currently evaluating initial Business Combination opportunities, the board of directors of the Company (the “Board”) has determined that there may not be sufficient time before March 19, 2023, to consummate an initial Business Combination. Therefore, the Board has determined that it is in the best interests of our stockholders to extend the date by which the Company must complete an initial Business Combination to the Extended Date.

The purpose of the Redemption Limitation Amendment Proposal is to eliminate from the Certificate of Incorporation the Redemption Limitation in order to allow the Company to redeem public shares, irrespective of whether such redemption would exceed the Redemption Limitation. The Board believes it is in the best interests of the Company and its stockholders for the Company to be allowed to effect redemptions irrespective of the Redemption Limitation.

The purpose of the Additional Redemption Rights Amendment Proposal is to provide public stockholders of shares of Common Stock who wish to elect to redeem their shares of Class A Common Stock with sufficient time to submit their written request to our transfer agent that we redeem their public shares for cash, and to deliver their stock to our transfer agent physically or electronically through Depository Trust Company upon the approval of the Extension Proposal. The Board has determined that it is in the best interests of our public stockholders to set April 5, 2023, as the Additional Redemption Rights Amendment Date in order to provide our public stockholders with the opportunity to timely exercise their redemption rights.

In connection with the Amendment Proposals, public stockholders of shares of Common Stock may elect to redeem their shares of Class A Common Stock for a per-share price, payable in cash, equal to the aggregate amount as of April 3, 2023, in the Trust Account, including interest (net of any tax obligation owed by the Company as a result of assets of the Company or interest or other income earned on the Trust Account), divided by the number of then-issued and outstanding shares of Class A Common Stock, regardless of how such public stockholders vote on the Amendment Proposals or if they vote at all. If any of the Amendment Proposals are approved by the requisite vote of stockholders and implemented, the remaining public stockholders will retain their right to redeem their shares of Class A Common Stock upon consummation of our initial Business Combination if and when it is submitted to a vote of our stockholders, subject to any limitations set forth in the Certificate of Incorporation, as amended. In addition, if the Extension Proposal is approved and the Extension is implemented, the remaining public stockholders will be entitled to have their shares redeemed for cash if the Company has not completed an initial Business Combination by the Extended Date.

Based upon the amount held in the Trust Account as of December 31, 2022, which was $389,482,228.10, the Company estimates that the per-share price at which public shares may be redeemed from cash held in the Trust Account will be approximately $10.00 at the time of the Special Meeting. The closing price of a share of Class A Common Stock on January 30, 2023, was $10.09. The Company cannot assure stockholders that they will be able to

sell their shares of 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.

In order to exercise your redemption rights, you must, prior to 5:00 p.m., Eastern time, on April 3, 2023, (x) submit a written request to our transfer agent that we redeem your public shares for cash, and (y) deliver your stock to our transfer agent physically or electronically through Depository Trust Company. The address of Continental Stock Transfer & Trust Company, our transfer agent, is listed under the question “Who can help answer my questions?” below. Pursuant to the Certificate of Incorporation, a public stockholder may request that the Company redeem all or a portion of such public stockholder’s public shares for cash if any of the Amendment Proposals are approved and implemented. You will be entitled to receive cash for any public shares to be redeemed only if you: (a) hold public shares or (b) hold public shares as part of units and elect to separate such units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares and (c) such redemption would not result in the Company having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act, (or any successor rule)) of less than $5,000,001 (unless the Redemption Limitation Amendment Proposal is approved and implemented).

Any demand for redemption, once made, may be withdrawn at any time until 5:00 p.m., Eastern time, on April 3, 2023. If you delivered your shares for redemption to our transfer agent and decide within the required timeframe not to exercise your redemption rights, 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 email address or physical address listed under the question “Who can help answer my questions?” below.

Additionally, we will not redeem shares if (i) none of the Amendment Proposals are approved, (ii) any of the Amendment Proposals are approved, but not implemented, or (iii) the Redemption Limitation Amendment Proposal is not approved and implemented and redemptions would cause the Redemption Limitation to be exceeded. In any of these scenarios, you will not receive cash for public shares. In the event that the Redemption Limitation Amendment Proposal is not approved or not implemented and we receive notice of redemptions of public shares approaching or in excess of the Redemption Limitation, we and/or Tech and Energy Transition Sponsor LLC, a Delaware limited liability company (the “Sponsor”) may take action to increase our net tangible assets to avoid exceeding the Redemption Limitation, which may include, at our and our Sponsor’s option and in our and its sole discretion, any, several or all of the following actions: (a) attempting to secure waivers of certain of our significant liabilities, including the deferred underwriting fees, and (b) entering into non-redemption agreements with certain of our significant stockholders. If the Redemption Limitation Amendment Proposal is not approved or not implemented and the Redemption Limitation is exceeded, either because we do not take action to increase our net tangible assets or because our attempt to do so is not successful, then we will not proceed with the amendments set forth in Annex A of the accompanying proxy statement and we will not redeem any public shares. In such case, public shares which a public stockholder elects to redeem but which are not redeemed shall be returned to such public stockholder or such public stockholder’s account and such public stockholder will retain the right to have their public shares redeemed for cash if the Company has not completed an initial Business Combination by March 19, 2023.

Holders of units of the Company must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank, as applicable, that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its, his or her own name, the holder must contact the transfer agent directly and instruct it to do so. Your broker, bank or other nominee may have an earlier deadline by which you must provide instructions to separate the units into the underlying public shares and public warrants in order to exercise redemption rights with respect to the public shares, so you should contact your broker, bank or other nominee or intermediary. Public stockholders may elect to redeem all or a portion of their public shares even if they vote for the Amendment Proposals.

If the Extension Proposal is not approved or the Extension is not implemented and we do not consummate an initial Business Combination by March 19, 2023, the Certificate of Incorporation provides that we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem our public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of any tax obligation owed by the Company as a result of assets of the

Company or interest or other income earned on the Trust Account), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and the Board, liquidate and dissolve, subject, in each case, to the Company’s obligations under the Delaware General Corporation Law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial Business Combination by March 19, 2023, or, if the Extension Proposal is approved and the Extension is implemented, the Extended Date.

If the Extension Proposal is approved and the Extension is implemented, the Company shall deposit or cause to be deposited $0.05 for each public share that is not redeemed for each calendar month (commencing on March 20, 2023, and ending on the 19th day of each subsequent month), or portion thereof, until September 19, 2023, up to a maximum of $2,300,000, unless the closing of the Company’s initial business combination shall have occurred (the “Extension Deposit”), which amount will be deposited into the Trust Account. The Extension Deposit is conditioned upon the implementation of the Extension Proposal. The Extension Deposit will not occur if the Extension Proposal is not approved, or the Extension is not completed. The Extension Deposit will not bear interest and will be repayable upon consummation of a Business Combination. If the Company determines it does not intend to make the Extension Deposit, then the Extension Proposal, the Redemption Limitation Amendment Proposal, the Additional Redemption Rights Amendment Proposal and the Adjournment Proposal will not be put before the stockholders at the special meeting and, unless the Company can complete the Business Combination by March 19, 2023, we will dissolve and liquidate in accordance with our Certificate of Incorporation.

Approval of the Extension Proposal requires the affirmative vote of holders of at least sixty-five percent (65%) of all then outstanding shares of the Company’s Common Stock entitled to vote thereon as of the Record Date (as defined below), voting together as a single class.

Approval of the Redemption Limitation Amendment Proposal requires the affirmative vote of holders of at least sixty-five percent (65%) of all then outstanding shares of the Company’s Common Stock entitled to vote thereon as of the Record Date, voting together as a single class.

Approval of the Additional Redemption Rights Amendment Proposal requires the affirmative vote of holders of at least sixty-five percent (65%) of all then outstanding shares of the Company’s Common Stock entitled to vote thereon as of the Record Date (as defined below), voting together as a single class.

Approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by the holders of the Company’s Common Stock present in person or represented by proxy at the Special Meeting and entitled to vote thereon, voting together as a single class.

Notwithstanding the approval of the Amendment Proposals, the Board may decide to abandon any of the Amendment Proposals at any time and for any reason prior to the effectiveness of the filing of the amendment to the Certificate of Incorporation with the Secretary of State of the State of Delaware. Assuming the Extension Proposal is approved, if the Board abandons the Redemption Limitation Amendment or it is not approved or implemented, public stockholders will not have their public shares redeemed if the Redemption Limitation is exceeded. If the Board abandons all of the Amendment Proposals, public stockholders will not be entitled to exercise redemption rights.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE EXTENSION PROPOSAL, THE REDEMPTION LIMITATION AMENDMENT PROPOSAL, THE ADDITIONAL REDEMPTION RIGHTS AMENDMENT PROPOSAL AND, IF PRESENTED, THE ADJOURNMENT PROPOSAL.

The Board has fixed 5:00 p.m., Eastern time, on February 9, 2023, as the record date for the Special Meeting (the “Record Date”). Only stockholders of record on the Record Date are entitled to notice of and to vote at the Special Meeting or any postponement or adjournment thereof. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement.

You are not being asked to vote on an initial Business Combination at this time. If any of the Amendment Proposals is approved and implemented and you do not elect to redeem your public shares in connection with the Amendment Proposals, you will retain the right to vote on an initial Business Combination if and when such transaction is submitted to stockholders and the right to redeem your public shares for cash from the Trust Account in the event a proposed initial Business Combination is approved and completed or the Company has not consummated an initial Business Combination by the Extended Date. If an initial Business Combination is not consummated by the Extended Date, assuming the Extension is implemented, the Company will redeem its public shares.

A stockholder’s failure to vote in person or by proxy will not be counted towards the number of shares of the Company’s Common Stock required to validly establish a quorum. Abstentions and broker non-votes will be counted in connection with the determination of whether a valid quorum is established. Abstentions and broker non-votes will have the effect of a vote “AGAINST” the Extension Proposal, the Redemption Limitation Amendment Proposal and the Additional Redemption Rights Amendment Proposal, but will have no effect on the Adjournment Proposal. We believe that each of the proposals is a “non-discretionary” matter, and therefore, there will not be any broker non-votes at the Special Meeting.

YOUR VOTE IS IMPORTANT. To ensure your representation at the Special Meeting, whether or not you expect to attend the meeting, please complete, date, sign and return the enclosed proxy as instructed in these materials, as promptly as possible, in order to ensure your representation at the meeting. A return envelope (which is postage prepaid if mailed in the United States) is enclosed for your convenience. Even if you have voted by proxy, you may still vote if you attend the virtual meeting via the Internet. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the meeting, you must obtain a proxy issued in your name from that record holder. If you have any questions or need assistance voting your shares of common stock, please contact Morrow Sodali LLC, our proxy solicitor, by calling (800) 662-5200, or banks and brokers can call collect at (203) 658-9400, or by emailing TETC.info@investor.morrowsodali.com.

On behalf of the Board, we would like to thank you for your support of Tech and Energy Transition Corporation.

If you return your proxy card signed and without an indication of how you wish to vote, your shares will be voted “FOR” each of the proposals.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (I) SUBMIT A WRITTEN REQUEST TO THE TRANSFER AGENT PRIOR TO 5:00 P.M., EASTERN TIME, ON APRIL 3, 2023, THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH AND (II) TENDER OR DELIVER YOUR SHARES OF CLASS A COMMON STOCK (AND SHARE CERTIFICATES (IF ANY) AND OTHER REDEMPTION FORMS) TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING DTC’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

IN THE EVENT THE REDEMPTION LIMITATION AMENDMENT PROPOSAL IS NOT APPROVED OR NOT IMPLEMENTED AND WE RECEIVE NOTICE OF REDEMPTIONS OF PUBLIC SHARES APPROACHING OR IN EXCESS OF THE REDEMPTION LIMITATION, WE AND/OR OUR SPONSOR MAY TAKE ACTION TO INCREASE OUR NET TANGIBLE ASSETS TO AVOID EXCEEDING THE REDEMPTION LIMITATION, WHICH MAY INCLUDE, AT OUR AND OUR SPONSOR’S OPTION AND IN OUR AND ITS SOLE DISCRETION, ANY, SEVERAL OR ALL OF THE FOLLOWING ACTIONS: (A) ATTEMPTING TO SECURE WAIVERS OF CERTAIN OF OUR SIGNIFICANT LIABILITIES, INCLUDING THE DEFERRED UNDERWRITING FEES, AND (B) ENTERING INTO NON-REDEMPTION AGREEMENTS WITH CERTAIN OF OUR SIGNIFICANT STOCKHOLDERS. IF THE REDEMPTION LIMITATION AMENDMENT PROPOSAL IS NOT APPROVED OR NOT IMPLEMENTED AND THE REDEMPTION LIMITATION IS EXCEEDED, EITHER BECAUSE WE DO NOT TAKE ACTION TO INCREASE OUR NET TANGIBLE ASSETS OR BECAUSE OUR ATTEMPT TO DO SO IS NOT SUCCESSFUL, THEN WE WILL NOT PROCEED WITH THE AMENDMENTS AND WE WILL NOT REDEEM ANY PUBLIC SHARES IN THE OPTIONAL REDEMPTION. IN SUCH CASE, PUBLIC SHARES WHICH A PUBLIC STOCKHOLDER ELECTS TO REDEEM BUT WHICH ARE NOT REDEEMED SHALL BE RETURNED TO SUCH PUBLIC STOCKHOLDER OR SUCH PUBLIC STOCKHOLDER’S ACCOUNT AND SUCH PUBLIC STOCKHOLDER WILL RETAIN THE RIGHT TO HAVE THEIR PUBLIC SHARES REDEEMED FOR CASH IF THE COMPANY HAS NOT COMPLETED AN INITIAL BUSINESS COMBINATION BY MARCH 19, 2023.

This proxy statement is dated             , 2023
and is first being mailed to our stockholders with the form of proxy on or about             , 2023.

IMPORTANT

Whether or not you expect to attend the Special Meeting, you are respectfully requested by the Board to sign, date and return the enclosed proxy as instructed in these materials, as promptly as possible, in order to ensure your representation at the meeting. If you grant a proxy, you may revoke it at any time prior to the Special Meeting.

TECH AND ENERGY TRANSITION CORPORATION
125 W 55th St.
New York, New York 10019

on the Trust Account), divided by the number of then-issued and outstanding shares of Class A Common Stock, as April 5, 2023 (the “Additional Redemption Rights Amendment, “such date, the “Additional Redemption Rights Amendment Date,” such proposal, the “Additional Redemption Rights Amendment Proposal,” and together with the Extension Proposal and the Redemption Limitation Amendment Proposal, the “Amendment Proposals”).

4.      Proposal No. 4 — The Adjournment Proposal — 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 Proposal and the Additional Redemption Rights Amendment Proposal (the “Adjournment Proposal”), which may be presented at the Special Meeting if, based on the tabulated votes, there are not sufficient votes at the time of the Special Meeting to approve the Extension Proposal and the Additional Redemption Rights Amendment Proposal, in which case the Adjournment Proposal will be the only proposal presented at the Special Meeting.

The above matters are more fully described in the accompanying proxy statement. We urge you to read carefully the accompanying proxy statement in its entirety.

Approval of the Extension Proposal requires the affirmative vote of holders of at least sixty-five percent (65%) of all then outstanding shares of the Company’s Common Stock entitled to vote thereon as of the Record Date (as defined below), voting together as a single class.

Approval of the Redemption Limitation Amendment Proposal requires the affirmative vote of holders of at least sixty-five percent (65%) of all then outstanding shares of the Company’s Common Stock entitled to vote thereon as of the Record Date, voting together as a single class.

Approval of the Additional Redemption Rights Amendment Proposal requires the affirmative vote of holders of at least sixty-five percent (65%) of all then outstanding shares of the Company’s Common Stock entitled to vote thereon as of the Record Date, voting together as a single class.

Approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by the holders of the Company’s Common Stock present in person or represented by proxy at the Special Meeting and entitled to vote thereon, voting together as a single class.

Notwithstanding the approval of the Amendment Proposals, the board of directors of the Company (the “Board”) may decide to abandon any of the Amendment Proposals at any time and for any reason prior to the effectiveness of the filing of the amendment to the Certificate of Incorporation with the Secretary of State of the State of Delaware. Assuming the Extension Proposal and Additional Redemption Rights Amendment Proposal are approved, if the Board abandons the Redemption Limitation Amendment or it is not approved or implemented, public stockholders will not have their public shares redeemed if the Redemption Limitation is exceeded. If the Board abandons all of the Amendment Proposals, public stockholders will not be entitled to exercise redemption rights.

In connection with the Amendment Proposals, public stockholders of shares of Common Stock may elect to redeem their shares of Class A Common Stock for a per-share price, payable in cash, equal to the aggregate amount as of 5:00 p.m., Eastern time, on April 3, 2022, in the trust account established in connection with the IPO (“the Trust Account”), including interest (net of any tax obligation owed by the Company as a result of assets of the Company or interest or other income earned on the Trust Account), divided by the number of then outstanding shares of Class A Common Stock, regardless of how such public stockholders vote on the Amendment Proposals, or if they vote at all. If any of the Amendment Proposals are approved by the requisite vote of stockholders and implemented, the remaining public stockholders will retain their right to redeem their shares of Class A Common Stock upon consummation of our initial Business Combination if and when it is submitted to a vote of our stockholders, subject to any limitations set forth in the Certificate of Incorporation, as amended. In addition, if the Extension Proposal is approved and implemented, the remaining public stockholders will be entitled to have their shares redeemed for cash if the Company has not completed an initial Business Combination by the Extended Date.

In order to exercise your redemption rights, you must, prior to 5:00 p.m., Eastern time, on April 3, 2023, (x) submit a written request to our transfer agent that we redeem your public shares for cash, and (y) deliver your stock to our transfer agent physically or electronically through Depository Trust Company. The address

of Continental Stock Transfer & Trust Company, our transfer agent, is listed under the question “Who can help answer my questions?” below. Pursuant to the Certificate of Incorporation, a public stockholder may request that the Company redeem all or a portion of such public stockholder’s public shares for cash if any of the Amendment Proposals are approved and implemented. You will be entitled to receive cash for any public shares to be redeemed only if you: (a) hold public shares or (b) hold public shares as part of units and elect to separate such units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares and (c) such redemption would not result in the Company having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act (or any successor rule)) of less than $5,000,001 (unless the Redemption Limitation Amendment Proposal is approved and implemented).

Any demand for redemption, once made, may be withdrawn at any time until 5:00 p.m., Eastern time, on April 3, 2023. If you delivered your shares for redemption to our transfer agent and decide within the required timeframe not to exercise your redemption rights, 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 email address or physical address listed under the question “Who can help answer my questions?” below.

Additionally, we will not redeem shares if (i) none of the Amendment Proposals are approved, (ii) any of the Amendment Proposals are approved, but not implemented, or (iii) the Extension Proposal and the Additional Redemption Rights Amendment Proposal are approved, but the Redemption Limitation Amendment Proposal is not approved and implemented and redemptions would cause the Redemption Limitation to be exceeded. In any of these scenarios, you will not receive cash for public shares. In the event that the Redemption Limitation Amendment Proposal is not approved or not implemented and we receive notice of redemptions of public shares approaching or in excess of the Redemption Limitation, we and/or the Company’s sponsor, Tech and Energy Transition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), may take action to increase our net tangible assets to avoid exceeding the Redemption Limitation, which may include, at our and our Sponsor’s option and in our and its sole discretion, any, several or all of the following actions: (a) attempting to secure waivers of certain of our significant liabilities, including the deferred underwriting fees, and (b) entering into non-redemption agreements with certain of our significant stockholders. If the Redemption Limitation Amendment Proposal is not approved or not implemented and the Redemption Limitation is exceeded, either because we do not take action to increase our net tangible assets or because our attempt to do so is not successful, then we will not proceed with the amendments set forth in Annex A of the accompanying proxy statement and we will not redeem any public shares. In such case, public shares which a public stockholder elects to redeem but which are not redeemed shall be returned to such public stockholder or such public stockholder’s account and such public stockholder will retain the right to have their public shares redeemed for cash if the Company has not completed an initial Business Combination by March 19, 2023.

Holders of units of the Company must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank, as applicable, that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its, his or her own name, the holder must contact the transfer agent directly and instruct it to do so. Your broker, bank or other nominee may have an earlier deadline by which you must provide instructions to separate the units into the underlying public shares and public warrants in order to exercise redemption rights with respect to the public shares, so you should contact your broker, bank or other nominee or intermediary. Public stockholders may elect to redeem all or a portion of their public shares even if they vote for the Amendment Proposals.

If the Extension Proposal is not approved or not implemented and we do not consummate an initial Business Combination by March 19, 2023, the Certificate of Incorporation provides that we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem our public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of any tax obligation owed by the Company as a result of assets of the Company or interest or other income earned on the Trust Account), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and the Board, liquidate and dissolve, subject, in each case, to the Company’s obligations under the Delaware General Corporation Law (“DGCL”) to provide for claims of

It is strongly recommended that you complete and return your proxy card before the Special Meeting date to ensure that your shares will be represented at the Special Meeting. You are urged to review carefully the information contained in the enclosed proxy statement prior to deciding how to vote your shares.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING TO BE HELD ON            , 2023

This Notice of the Special Meeting and Proxy Statement are available at https://www.cstproxy.com/techenergytransition/2023.

TABLE OF CONTENTS

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements contained in this Proxy Statement constitute forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. Forward-looking statements reflect our current views with respect to, among other things, our initial 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 our 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 enter into a definitive agreement and related agreements;

•        our ability to complete our initial Business Combination;

•        the anticipated benefits of our initial Business Combination;

•        the volatility of the market price and liquidity of our securities;

•        the use of funds not held in the Trust Account (as defined below);

•        the competitive environment in which our successor will operate following our initial Business Combination; and

•        proposed changes in Securities and Exchange Commission (“SEC”) rules related to special purpose acquisition companies (“SPACs”).

While forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. We disclaim any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes after the date of this Proxy Statement, except as required by applicable law.

For a further discussion of these and other factors that could cause our future results, performance or transactions to differ significantly from those expressed in any forward-looking statement, please see the section below entitled “Risk Factors,” and in other reports we file with the SEC. You should not place undue reliance on any forward-looking statements, which are based only on information currently available to us (or to third parties making the forward-looking statements).

RISK FACTORS

You should consider carefully all of the risks described in our (i) IPO prospectus filed with the SEC on March 18, 2021 (the “IPO Prospectus”), (ii) Annual Report on Form 10-K for the year ended March 31, 2022, as filed with the SEC on January 6, 2022, (iii) Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, as filed with the SEC on August 22, 2022, (iv) Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, as filed with the SEC on November 4, 2022, and (v) 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 an initial Business Combination.

Approving the Extension involves a number of risks. Even if the Extension is approved, the Company can provide no assurances that an initial 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 stockholder approval of the initial Business Combination. We are required to offer stockholders the opportunity to redeem shares in connection with the Extension Proposal, and we will be required to offer stockholders redemption rights again in connection with any stockholder vote to approve the initial Business Combination. Even if the Extension or the initial Business Combination are approved by our stockholders, it is possible that redemptions will leave us with insufficient cash to consummate the initial Business Combination on commercially acceptable terms, or at all. The fact that we will have separate redemption periods in connection with the Extension and the initial 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.

A 1% U.S. federal excise tax may be imposed on us in connection with our redemptions of shares in connection with the initial Business Combination or other stockholder vote pursuant to which stockholders would have a right to submit their shares for redemption (a “Redemption Event”).

Pursuant to the Inflation Reduction Act of 2022 (the “IRA”), commencing in 2023, a 1% U.S. federal excise tax is imposed on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations. The excise tax is imposed on the repurchasing corporation and not on its stockholders. The amount of the excise tax is equal to 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. The U.S. Department of the Treasury (the “Treasury Department”) has authority to promulgate regulations and provide other guidance regarding the excise tax. In December 2022, the Treasury Department issued Notice 2023-2, indicating its intention to propose such regulations and issuing certain interim rules on which taxpayers may rely (the “Notice”). Under the interim rules, liquidating distributions made by publicly traded domestic corporations and any redemptions that occur in the same taxable year as a liquidation is completed are expected to be exempt from the excise tax. Accordingly, redemptions of our public shares in connection with the Extension may subject us to the excise tax, unless one of the two exceptions above apply. Redemptions would only occur if the Extension Proposal is approved by our stockholders and the Extension is implemented by the Board.

As described in the section below entitled “The Extension Proposal — Redemption Rights,” if the deadline for us to complete an initial Business Combination (currently March 19, 2023) is extended, our public stockholders will have the right to require us to redeem their public shares. Any redemption or other repurchase may be subject to the excise tax. The extent to which we would be subject to the excise tax in connection with a Redemption Event would depend on a number of factors, including: (i) the fair market value of the redemptions and repurchases in connection with the Redemption Event, (ii) the nature and amount of any “PIPE” or other equity issuances in connection with

the initial Business Combination, (iii) whether any such issuances are treated as occurring in the same taxable year as repurchases in connection with a Redemption Event, (iv) if we fail to timely consummate an initial Business Combination and liquidate in a taxable year following a Redemption Event and (v) the content of any proposed or final regulations and other guidance from the Treasury Department. In addition, because the excise tax would be payable by us and not by the redeeming holders, the mechanics of any required payment of the excise tax remains to be determined. Any excise tax payable by us in connection with a Redemption Event may cause a reduction in the cash available to us to complete an initial Business Combination and could affect our ability to complete an initial Business Combination.

Changes to laws or regulations or in how such laws or regulations are interpreted or applied, or a failure to comply with any laws, regulations, interpretations or applications, may adversely affect our business, including our ability to negotiate and complete our Business Combination.

We are subject to the laws and regulations, and interpretations and applications of such laws and regulations, of national, regional, state and local governments and, potentially, non-U.S. jurisdictions. In particular, we are required to comply with certain SEC and potentially other legal and regulatory requirements, and our consummation of an initial Business Combination may be contingent upon our ability to comply with certain laws, regulations, interpretations and applications and any post-Business Combination company may be subject to additional laws, regulations, interpretations and applications. Compliance with, and monitoring of, the foregoing may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time, and those changes could have a material adverse effect on our business, including our ability to negotiate and complete a Business Combination. A failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete an initial Business Combination. The SEC has, in the past year, adopted certain rules and may, in the future adopt other rules, which may have a material effect on our activities and on our ability to consummate an initial Business Combination, including the SPAC Rule Proposals (as defined below).

The SEC has recently issued proposed rules relating to certain activities of SPACs. Certain of the procedures that we, a potential Business Combination target, or others may determine to undertake in connection with such proposals may increase our costs and the time needed to complete our initial Business Combination and may constrain the circumstances under which we could complete an initial Business Combination. The need for compliance with the SPAC Rule Proposals may cause us to liquidate the funds in the Trust Account or liquidate the Company at an earlier time than we might otherwise choose.

On March 30, 2022, the SEC issued proposed rules (the “SPAC Rule Proposals”) relating, among other things, to disclosures in SEC filings in connection with Business Combination transactions between SPACs such as us and private operating companies; the 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 the extent to which SPACs could become subject to regulation under the Investment Company Act of 1940 (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. The SPAC Rule Proposals have not yet been adopted, and may be adopted in the proposed form or in a different form that could impose additional regulatory requirements on SPACs. Certain of the procedures that we, a potential Business Combination target, or others may determine to undertake in connection with the SPAC Rule Proposals, or pursuant to the SEC’s views expressed in the SPAC Rule Proposals, may increase the costs and time of negotiating and completing an initial Business Combination, and may constrain the circumstances under which we could complete an initial Business Combination. The need for compliance with the SPAC Rule Proposals may cause us to liquidate the funds in the Trust Account or liquidate the Company at an earlier time than we might otherwise choose. Were we to liquidate, our warrants would expire worthless, and our securityholders would lose the investment opportunity associated with an investment in the combined company, including potential price appreciation of our securities.

If we are deemed to be an investment company for purposes of the Investment Company Act, we may be forced to abandon our efforts to complete an initial business combination and instead be required to liquidate the Company. To mitigate the risk of that result, we will, prior to the date of the Special Meeting, instruct Continental Stock Transfer & Trust Company to liquidate the securities held in the trust account and instead hold all funds in the trust account as cash items. As a result, following such change, we will likely receive minimal, if any, interest, on the funds held in the trust account, which would reduce the dollar amount that our public shareholders would receive upon any redemption or liquidation of the Company.

The Company completed its IPO in March 2021 and has operated as a blank check company searching for a target business with which to consummate an initial business combination since such time. As indicated above, 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. To comply with the duration limitation of the proposed safe harbor, a SPAC would have a limited time period to announce and complete a business combination. Specifically, to comply with the safe harbor, the SPAC Rule Proposals would require a SPAC to file a Current Report on Form 8-K announcing that it has entered into an agreement with a target company for an initial business combination no later than 18 months after the effective date of the registration statement for its initial public offering. The SPAC would then be required to complete its initial business combination no later than 24 months after the effective date of its IPO registration statement.

There is currently uncertainty concerning the applicability of the Investment Company Act to a SPAC, including a company like ours, that does not complete its initial business combination within the proposed time frame set forth in the proposed safe harbor rule. As a result, it is possible that a claim could be made that we have been operating as an unregistered investment company. If we were deemed to be an investment company for purposes of the Investment Company Act, we might be forced to abandon our efforts to complete an initial business combination and instead be required to liquidate the Company. If we are required to liquidate the Company, our investors would not be able to realize the benefits of owning shares in a successor operating business, including the potential appreciation in the value of our shares and warrants or rights following such a transaction, and our warrants or rights would expire and become worthless.

The funds in the trust account have, since our IPO, been held only in U.S. “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. To mitigate the risk of us being deemed to have been operating as an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act of 1940, as amended), we will, prior to the date of the Special Meeting, 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 as cash items (i.e., in one or more bank accounts) until the earlier of the completion of a business combination or our liquidation. This means that the amount available for redemption will not increase in the future, and those shareholders who elect not to redeem their public shares in connection with the Extension Proposal will receive no more than the same amount, without additional interest, if they redeem their public shares in connection with a business combination or if the Company is liquidated in the future, in each case as compared with the per share amount they would receive if they had redeemed their public shares in connection with the Extension Proposal.

The Sponsor is controlled by and has substantial ties to non-U.S. persons. As such, we may not be able to complete an initial business combination with a U.S. target company if such initial business combination is subject to U.S. foreign investment regulations and review by a U.S. government entity such as the Committee on Foreign Investment in the United States (“CFIUS”), or ultimately prohibited.

The Sponsor is a Delaware limited liability company. The Sponsor is controlled by MIHI LLC, a Delaware limited liability company and wholly owned subsidiary of Macquarie Group Limited (“MIHI”), an Australian global financial services group (“Macquarie Group”), and a part of Macquarie Capital, the corporate advisory, capital markets and principal investment arm of Macquarie Group. Certain directors and officers of the Company are employed by Macquarie Capital. The Sponsor currently owns 9,961,875 shares of Class A Common Stock,

8,562,500 shares of Class B Common Stock, and 7,366,667 Private Placement Warrants. Each of MIHI and Macquarie Group may be deemed to beneficially own the shares held by the Sponsor by virtue of their direct and indirect ownership, respectively, over the Sponsor.

Our Sponsor and/or the post-combination company may be considered a “foreign person” under the regulations administered by CFIUS. As such, our initial Business Combination with a U.S. business may be subject to CFIUS review. If our potential initial Business Combination with a U.S. business falls within CFIUS’s jurisdiction, we may determine that we are required to make a mandatory filing with CFIUS or that we will submit a voluntary notice to CFIUS, or to proceed with the initial Business Combination without notifying CFIUS and risk CFIUS intervention, before or after closing the initial Business Combination. In each case, CFIUS may decide to block or delay our initial Business Combination, impose conditions to mitigate national security concerns with respect to such initial Business Combination or order us to divest all or a portion of a U.S. business of the combined company, which may limit the attractiveness of or prevent us from pursuing certain initial Business Combination opportunities that we believe would otherwise be beneficial to us and our shareholders. As a result, the pool of potential targets with which we could complete an initial Business Combination may be limited and we may be adversely affected in terms of competing with other SPACs which do not have similar ties to non-U.S. persons.

Moreover, the process of government review, whether by CFIUS or otherwise, could be lengthy and we have limited time to complete our initial Business Combination. If we cannot complete our initial Business Combination within the timeframe described herein, because the review process drags on beyond such timeframe or because our initial Business Combination is ultimately prohibited by CFIUS or another U.S. government entity, we may be required to liquidate. If we liquidate, our public stockholders may only receive $10.00 per share, or less in certain circumstances, and our rights and warrants will expire worthless. This would also cause you to lose the investment opportunity in a target company and the chance of realizing future gains on your investment in us through any price appreciation in the combined company.

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR 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 any annexes to this proxy statement.

Why am I receiving this proxy statement?

This proxy statement and the enclosed proxy card are being sent to you in connection with the solicitation of proxies by the Board for use at the Special Meeting to be held in person on             , 2023, or at any adjournments or postponements thereof. This proxy statement summarizes the information that you need to make an informed decision on the proposals to be considered at the Special Meeting.

The Company is a blank check company incorporated on December 4, 2017, as a Delaware corporation for the purpose of effecting 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 our “initial Business Combination.” On March 16, 2021, we entered into that certain Investment Management Trust Agreement, dated March 16, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as trustee (the “Investment Management Trust Agreement”), in connection with the IPO and a potential initial Business Combination. On March 19, 2021, the Company consummated its IPO of its units, with each unit consisting of one share of Class A Common Stock and one-third of one redeemable warrant, which included the full exercise by the underwriters of their over-allotment option in the amount of 44,275,000 units. Each whole warrant entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share. Only whole warrants are exercisable. Simultaneously with the closing of the IPO, the Company completed the private sale of 7,366,667 private placement warrants at a purchase price of $1.50 per private placement warrant to the Sponsor, generating gross proceeds to us of $11,050,000.50. Following the closing of the IPO, a total of $385,000,000 (approximately $10.00 per unit) of the net proceeds from the IPO and the sale of the private placement warrants was placed in the Trust Account, with Continental Stock Transfer & Trust Company acting as trustee. The Company’s Certificate of Incorporation provides for the return of the IPO proceeds held in the Trust Account to the holders of shares of Class A Common Stock if it does not complete an initial Business Combination by March 19, 2023.

The purpose of the Extension Proposal is to allow the Company more time to complete an initial Business Combination. While the Company is currently evaluating initial Business Combination opportunities, the Board has determined that there may not be sufficient time before March 19, 2023, to consummate an initial Business Combination. Therefore, the Board has determined that it is in the best interests of our stockholders to extend the date by which the Company must complete an initial Business Combination to the Extended Date.

The purpose of the Redemption Limitation Amendment Proposal is to eliminate from the Certificate of Incorporation the limitation that the Company may not redeem public shares to the extent that such redemption would result in the Company having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (or any successor rule)) of less than $5,000,001 (the “Redemption Limitation”) in order to allow the Company to redeem any public shares redeemed, irrespective of whether such redemption would exceed the Redemption Limitation.

What is being voted on?

You are being asked to vote on the following proposals:

(a)     Proposal No. 1 — The Extension Proposal — a proposal to amend the Certificate of Incorporation pursuant to an amendment to the Certificate of Incorporation (as set forth in paragraphs 4, 5, and 9 of Annex A of the accompanying proxy statement) to extend the date by which the Company must either (i) consummate our initial Business Combination or (ii) cease all operations except for the purpose of winding up if it fails to complete such initial Business Combination, and redeem all of the shares of Class A Common Stock, from March 19, 2023, to the Extended Date;

(b)    Proposal No. 2 — The Redemption Limitation Amendment Proposal — a proposal to amend the Certificate of Incorporation pursuant to an amendment to the Certificate of Incorporation (as set forth in paragraphs 6, 7, 8 and 10 of Annex A of this proxy statement) to eliminate from the Certificate of

Incorporation the limitation that the Company may not redeem public shares to the extent that such redemption would result in the Company having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act (or any successor rule)) of less than the Redemption Limitation, $5,000,001, in order to allow the Company to redeem public shares irrespective of whether such redemption would exceed the Redemption Limitation;

(c)     Proposal No. 3 — The Additional Redemption Rights Amendment Proposal — a proposal to amend the Certificate of Incorporation pursuant to an amendment to the Certificate of Incorporation (as set forth in paragraph 9 of Annex A of the accompanying proxy statement) to set the date by which, upon the approval of the Extension Proposal, the Corporation must redeem shares of Class A Common Stock held by public stockholders who elect to redeem such shares prior to 5:00 p.m., Eastern Time, on April 3, 2023, for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (net of any tax obligation owed by the Company as a result of assets of the Company or interest or other income earned on the Trust Account), divided by the number of then-issued and outstanding shares of Class A Common Stock, as April 5, 2023; and

(d)    Proposal No. 4 — The Adjournment Proposal — 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 Proposal and the Additional Redemption Rights Amendment Proposal, which may be presented at the Special Meeting if, based on the tabulated votes, there are not sufficient votes at the time of the Special Meeting to approve the Extension Proposal and the Additional Redemption Rights Amendment Proposal, in which case the Adjournment Proposal will be the only proposal presented at the Special Meeting.

If the Extension Proposal is approved and the Extension is implemented, we plan to hold a special meeting prior to the Extended Date in order to seek stockholder approval of an initial Business Combination and related proposals.

You are not being asked to vote on an initial Business Combination at this time. If any of the Amendment Proposals are approved and implemented and you do not elect to redeem your public shares in connection with the Amendment Proposals, you will retain the right to vote on an initial Business Combination if and when such transaction is submitted to stockholders and the right to redeem your public shares for cash from the Trust Account in the event a proposed initial Business Combination is approved and completed or the Company has not consummated an initial Business Combination by the Extended Date. If an initial Business Combination is not consummated by the Extended Date, assuming the Extension is implemented, the Company will redeem 100% of its public shares.

Can I attend the Special Meeting?

You will be able to attend the Special Meeting online, vote, view the list of stockholders entitled to vote at the Special Meeting and submit your questions during the Special Meeting by visiting https://www.cstproxy.com/techenergytransition/2023. To enter the Special Meeting, you will need the 12-digit control number that is printed on your proxy card. We recommend logging in at least fifteen minutes before the meeting to ensure that you are logged in when the meeting starts. Online check-in will start shortly before the meeting on             , 2023. This proxy statement is dated             , 2023, and is first being mailed to stockholders of the Company on or about             , 2023.

You may submit your proxy by following the voting instructions on the proxy card. If your shares are held in a stock brokerage account or by a bank or other holder of record, you are considered the beneficial owner of shares held in “street name.” The street name holder will provide you with instructions that you must follow to have your shares voted. If you hold your shares in street name and you wish to vote during the meeting, you must obtain a proxy issued in your name from the street name holder.

Why should I vote to approve the Extension Proposal?

The Board believes stockholders will benefit from the Company consummating an initial Business Combination and is proposing the Extension to extend the date by which the Company has to complete an initial Business Combination until the Extended Date. The Extension is expected to give the Company the opportunity to complete its initial Business Combination.

If the Extension Proposal is not approved or not implemented and we do not consummate an initial Business Combination by March 19, 2023, the Certificate of Incorporation provides that we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem our public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of any tax obligation owed by the Company as a result of assets of the Company or interest or other income earned on the Trust Account), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and the Board, liquidate and dissolve, subject, in each case, to the Company’s obligations under the DGCL to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial Business Combination by March 19, 2023, or, if the Extension Proposal is approved and implemented, the Extended Date.

What amount will holders receive upon consummation of a subsequent Business Combination or liquidation if the Extension Proposal is approved?

If the Extension Proposal is approved, the Company shall deposit or cause to be deposited $0.05 for each public share that is not redeemed for each calendar month (commencing on March 20, 2023, and ending on the 19th day of each subsequent month), or portion thereof, until September 19, 2023, up to a maximum of $2,300,000, unless the closing of the Company’s initial business combination shall have occurred (the “Extension Deposit”), which amount will be deposited into the Trust Account. The Extension Deposit is conditioned upon the implementation of the Extension Proposal. The Extension Deposit will not occur if the Extension Proposal is not approved, or the Extension is not completed. The Extension Deposit will not bear interest and will be repayable upon consummation of a Business Combination. If the Company determines it does not intend to make the Extension Deposit, then the Extension Proposal, the Redemption Limitation Amendment Proposal, the Additional Redemption Rights Amendment Proposal and the Adjournment Proposal will not be put before the stockholders at the special meeting and, unless the Company can complete the Business Combination by March 19, 2023, we will dissolve and liquidate in accordance with our Certificate of Incorporation.

Why should I vote to approve the Redemption Limitation Amendment Proposal?

The purpose of the Redemption Limitation Amendment Proposal is to eliminate from the Certificate of Incorporation the Redemption Limitation in order to allow the Company to redeem any public shares redeemed, irrespective of whether such redemption would exceed the Redemption Limitation.

Stockholders are entitled to exercise redemption rights in connection with the proposals to be voted on at the Special Meeting. Under the Company’s Certificate of Incorporation, it cannot consummate an initial Business Combination unless it has net tangible assets of at least $5,000,001 upon consummation of an initial Business Combination. In addition, if holders of enough of the Company’s Common Stock were to seek redemption rights in connection with the consideration of these proposals, even if the amendments were approved by the requisite vote of stockholders, the Company would not be able to implement the amendments or provide redemption rights as its Certificate of Incorporation requires that it must have at least $5,000,001 in net tangible assets to do so.

The Company believes that these limitations which may prevent it from completing an initial Business Combination are not needed. The purpose of such limitation was initially to ensure that the Common Stock was not deemed to be a “penny stock” pursuant to Rule 3a51-1 under the Exchange Act in the event that such Common Stock failed to be listed on an approved national securities exchange. If the Redemption Limitation Amendment Proposal is not approved or not implemented and there are significant requests for redemption such that the Company’s net tangible assets would be less than $5,000,001 upon the consummation of an initial Business Combination, the Certificate of Incorporation would prevent the Company from being able to consummate an initial Business Combination even if all other conditions to closing are met.

We believe that the provisions of the Certificate of Incorporation described in the preceding paragraph were included to protect the Company’s stockholders from having to sustain their investments for an unreasonably long period if the Company failed to find a suitable initial Business Combination in the timeframe contemplated by the

Certificate of Incorporation. We also believe, however, that given the Company’s expenditure of time, effort and money on pursuing an initial Business Combination, and our belief that an initial Business Combination is in the best interest of the Company and our stockholders, the Extension is warranted. The sole purpose of the Extension Proposal is to provide the Company with additional time to complete an initial Business Combination, which the Board believes is in the best interests of the Company and our stockholders.

In connection with the Amendment Proposals, public stockholders of shares of Common Stock may elect to redeem their shares of Class A Common Stock for a per-share price, payable in cash, equal to the aggregate amount as of 5:00 p.m., Eastern time, on April 3, 2023, in the Trust Account, including interest (net of any tax obligation owed by the Company as a result of assets of the Company or interest or other income earned on the Trust Account), divided by the number of then-issued and outstanding shares of Class A Common Stock, regardless of how such public stockholders vote on the Amendment Proposals, or if they vote at all. If the Redemption Limitation Amendment Proposal is not approved or not implemented, we will not proceed with the Extension if redemptions of public shares cause us to have less than $5,000,001 of net tangible assets following approval of the Extension Proposal, as provided in the Certificate of Incorporation.

Liquidation of the Trust Account is a fundamental obligation of the Company to the public stockholders and the Company is not proposing, and will not propose, to change that obligation to the public stockholders. If holders of public shares do not elect to redeem their public shares, such holders shall retain redemption rights in connection with an initial Business Combination. Assuming the Extension is approved, the Company will have until the Extended Date to complete its initial Business Combination.

The Board recommends that you vote in favor of the Extension Proposal, but expresses no opinion as to whether you should redeem your public shares.

Why should I vote to approve the Additional Redemption Rights Amendment Proposal?

Stockholders are being asked to adopt the proposed Additional Redemption Rights Amendment pursuant to paragraph 9 of the amendment to the Certificate of Incorporation in the form set forth in Annex A of this proxy statement to clarify the timing and procedure for the additional redemption rights contemplated by Section 9.7 of the Certificate of Incorporation. In the judgment of the Board, this clarity provides public stockholders of shares of Common Stock who wish to elect to redeem their shares of Class A Common Stock with sufficient time to submit their written request to our transfer agent that we redeem their public shares for cash, and to deliver their stock to our transfer agent physically or electronically through DTC upon the approval of the Extension Proposal and the implementation of the Extension.

The Board believes it is in the best interests of the Company and its stockholders to set April 5, 2023, as the Additional Redemption Rights Amendment Date in order to provide our stockholders with the opportunity to timely exercise their redemption rights.

The Board recommends that you vote in favor of the Additional Redemption Rights Amendment Proposal, but expresses no opinion as to whether you should redeem your public shares.

When would the Board abandon the Extension Proposal?

The Board will abandon the Extension if our stockholders do not approve the Extension Proposal. Additionally, if the Extension is approved but the Redemption Limitation Amendment Proposal is not approved or not implemented, we are not permitted to redeem our shares of Class A Common Stock in an amount that would cause our net tangible assets to be less than $5,000,001, and we will not proceed with the Extension if redemptions of our shares of Class A Common Stock in connection with the Extension would cause us to have less than $5,000,001 of net tangible assets following approval of the Extension Proposal.

Additionally, notwithstanding the approval of the Amendment Proposals, the Board may decide to abandon any or all of the Amendment Proposals at any time and for any reason prior to the effectiveness of the filing of the amendment to the Certificate of Incorporation with the Secretary of State of the State of Delaware. Assuming the Extension Proposal is approved, if the Board abandons the Redemption Limitation Amendment or it is not approved

or implemented, public stockholders will not have their public shares redeemed if the Redemption Limitation is exceeded. If the Board abandons all of the Amendment Proposals, public stockholders will not be entitled to exercise redemption rights.

When would the Board abandon the Redemption Limitation Amendment Proposal?

The Board will abandon the Redemption Limitation Amendment Proposal if stockholders do not approve the Redemption Limitation Amendment Proposal, or if stockholders approve the Redemption Limitation Amendment Proposal but do not approve the Extension Proposal.

Additionally, notwithstanding the approval of the Amendment Proposals, the Board may decide to abandon any or all of the Amendment Proposals at any time and for any reason prior to the effectiveness of the filing of the amendment to the Certificate of Incorporation with the Secretary of State of the State of Delaware. Assuming the Extension Proposal is approved, if the Board abandons the Redemption Limitation Amendment or it is not approved or implemented, public stockholders will not have their public shares redeemed if the Redemption Limitation is exceeded. If the Board abandons all of the Amendment Proposals, public stockholders will not be entitled to exercise redemption rights.

When would the Board abandon the Additional Redemption Rights Amendment Proposal?

The Board will abandon the Additional Redemption Rights Amendment Proposal if stockholders do not approve the Extension Proposal and the Redemption Limitation Amendment Proposal, or if stockholders approve the Redemption Limitation Amendment Proposal but do not approve the Extension Proposal.

Additionally, notwithstanding the approval of the Amendment Proposals, the Board may decide to abandon any or all of the Amendment Proposals at any time and for any reason prior to the effectiveness of the filing of the amendment to the Certificate of Incorporation with the Secretary of State of the State of Delaware. Assuming the Extension Proposal is approved, if the Board abandons the Redemption Limitation Amendment or it is not approved or implemented, public stockholders will not have their public shares redeemed if the Redemption Limitation is exceeded. If the Board abandons all of the Amendment Proposals, public stockholders will not be entitled to exercise redemption rights.

How do the Company insiders intend to vote their shares?

The Sponsor and their permitted transferees (collectively, the “Initial Stockholders”), collectively, have the right to vote 20% of the Company’s issued and outstanding shares of Common Stock, and are expected to vote all of their shares in favor of each proposal to be voted upon by our stockholders at the Special Meeting.

The Sponsor or the Company’s directors, officers or advisors, or any of their respective affiliates, may purchase shares of Class A Common Stock in privately negotiated transactions or in the open market prior to the Special Meeting, although they are under no obligation to do so. Any such purchases that are completed after the Record Date may include an agreement with a selling stockholder that such stockholder, for so long as it remains the record holder of the shares of Common Stock in question, will vote in favor of the proposals and/or will not exercise its redemption rights with respect to the shares of Common Stock so purchased. The purpose of such share purchases and other transactions would be to increase the likelihood that the proposals to be voted upon at the Special Meeting are approved by the requisite number of votes.

In the event that such purchases do occur, the purchasers may seek to purchase shares from stockholders who would otherwise have voted against the proposals and elected to redeem their shares for a portion of the Trust Account. Any such privately negotiated purchases may be effected at purchase prices that are below or in excess of the per-share pro rata portion of the Trust Account. None of the funds held in the Trust Account will be used to purchase public shares or warrants in such transactions. Any shares of Class A Common Stock held by or subsequently purchased by our affiliates may be voted in favor of the proposals. Additionally, at any time at or prior to the Special Meeting, subject to applicable securities laws (including with respect to material non-public information) the Sponsor or the Company’s directors, officers or advisors, or any of their respective affiliates, may, although they are under no obligation to do so, enter into transactions with investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of the proposals or not redeem their public

shares. The Sponsor or the Company’s directors, officers or advisors or any of their respective affiliates are restricted from making any such purchases when they are in possession of any material non-public information not disclosed to the seller or during a restricted period under Regulation M under the Exchange Act.

What vote is required to approve the Extension Proposal?

Approval of the Extension Proposal requires the affirmative vote of holders of at least sixty-five percent (65%) of all then outstanding shares of the Company’s Common Stock entitled to vote thereon as of the Record Date, voting together as a single class.

What vote is required to approve the Redemption Limitation Amendment Proposal?

Approval of the Redemption Limitation Amendment Proposal requires the affirmative vote of holders of at least sixty-five percent (65%) of all then outstanding shares of the Company’s Common Stock entitled to vote thereon as of the Record Date, voting together as a single class.

What vote is required to approve the Additional Redemption Rights Amendment Proposal?

Approval of the Additional Redemption Rights Amendment Proposal requires the affirmative vote of holders of at least sixty-five percent (65%) of all then outstanding shares of the Company’s Common Stock entitled to vote thereon as of the Record Date, voting together as a single class.

What vote is required to approve the Adjournment Proposal?

Approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by the holders of the Company’s Common Stock present in person or represented by proxy at the Special Meeting and entitled to vote thereon, voting together as a single class.

What if I want to vote against or do not want to vote for any of the proposals?

If you do not want any of the proposals to be approved, you should vote against such proposals. A stockholder’s failure to vote by proxy or to vote in person at the Special Meeting will not be counted towards the number of shares required to validly establish a quorum, and if a valid quorum is otherwise established, such failure to vote will have the effect of a vote “AGAINST” each of the Extension Proposal, the Redemption Limitation Amendment Proposal and the Additional Redemption Rights Amendment Proposal, but will have no effect on the Adjournment Proposal. Abstentions and broker non-votes will be counted in connection with the determination of whether a valid quorum is established. Abstentions and broker non-votes will have the effect of a vote “AGAINST” each of the Extension Proposal, the Redemption Limitation Amendment Proposal and the and the Additional Redemption Rights Amendment Proposal, but will have no effect on the Adjournment Proposal. We believe that each of the proposals is a “non-discretionary” matter, and therefore, there will not be any broker non-votes at the Special Meeting.

Will you seek any further extensions to liquidate the Trust Account?

Other than the Extension until the Extended Date, as described in this proxy statement, we do not anticipate seeking any further extension to consummate an initial Business Combination.

How are the funds in the Trust Account currently being held?

With respect to the regulation of special purpose acquisition companies like the Company, on March 30, 2022, the SEC issued 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 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.

With regard to the SEC’s investment company proposals included in the SPAC Rule Proposals, while the funds in the Trust Account have, since the Company’s initial public offering, been held only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries. However, to mitigate the risk of being viewed as operating an unregistered investment company (including pursuant to the subjective test of Section 3(a)(1)(A) of the Investment Company Act), the Company will, prior to the date of the Special Meeting, instruct Continental Stock Transfer & Trust Company to hold all funds in the Trust Account as cash items until the earlier of the consummation of the Company’s initial Business Combination and liquidation of the Company.

What happens if the Extension Proposal is not approved or the Extension is not implemented?

If the Extension Proposal is not approved or the Extension is not implemented and we do not consummate an initial Business Combination by March 19, 2023, the Certificate of Incorporation provides that we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem our public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of any tax obligation owed by the Company as a result of assets of the Company or interest or other income earned on the Trust Account), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and the Board, liquidate and dissolve, subject, in each case, to the Company’s obligations under the DGCL to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial Business Combination by March 19, 2023, or, if the Extension Proposal is approved and implemented, the Extended Date.

The Sponsor or the Company’s directors and officers have agreed to waive their respective rights to liquidating distributions from the Trust Account in respect of any shares of Class B Common Stock held by it or them, as applicable, if the Company fails to complete an initial Business Combination by March 19, 2023, or, if the Extension Proposal is approved, the Extended Date, although they will be entitled to liquidating distributions from the Trust Account with respect to any shares of Class A Common Stock they hold if the Company fails to complete its initial Business Combination by the applicable deadline. The Company will pay the costs of liquidation from $100,000 of interest from the Trust Account and its remaining assets outside of the Trust Account.

What happens if the Redemption Limitation Amendment Proposal is not approved or not implemented?

If the Extension Proposal is approved but the Redemption Limitation Amendment Proposal is not approved or not implemented, we will not redeem public shares to the extent that, if the Redemption Limitation Amendment Proposal is not approved or not implemented, accepting all properly submitted redemption requests would cause us to have less than $5,000,001 of net tangible assets. In the event that the Redemption Limitation Amendment Proposal is not approved or not implemented and we receive notice of redemptions of public shares approaching or in excess of the Redemption Limitation, we and/or the Sponsor may take action to increase our net tangible assets to avoid exceeding the Redemption Limitation, which may include, at our and our Sponsor’s option and in our and its sole discretion, any, several or all of the following actions: (a) attempting to secure waivers of certain of our significant liabilities, including the deferred underwriting fees, and (b) entering into non-redemption agreements with certain of our significant stockholders. If the Redemption Limitation Amendment Proposal is not approved or not implemented and the Redemption Limitation is exceeded, either because we do not take action to increase our net tangible assets or because our attempt to do so is not successful, then we will not proceed with the amendments set forth in Annex A of this proxy statement and we will not redeem any public shares. In such case, public shares which a public stockholder elects to redeem but which are not redeemed shall be returned to such public stockholder or such public stockholder’s account and such public stockholder will retain the right to have their public shares redeemed for cash if the Company has not completed an initial Business Combination by March 19, 2023.

What happens if the Additional Redemption Rights Amendment Proposal is not approved or not implemented?

If the Additional Redemption Rights Amendment Proposal is not approved or not implemented, then the Board will abandon the Extension Proposal and the Redemption Limitation Amendment Proposal (even if approved and implemented), will not proceed with the amendments set forth in Annex A of this proxy statement and will not redeem any public shares. In such case, public shares which a public stockholder elects to redeem but which are not redeemed shall be returned to such public stockholder or such public stockholder’s account and such public stockholder will retain the right to have their public shares redeemed for cash if the Company has not completed an initial Business Combination by March 19, 2023.

If the Extension Proposal, Redemption Limitation Amendment Proposal and Additional Redemption Rights Amendment Proposal are approved, what happens next?

The Company is continuing its efforts to complete an initial Business Combination. The Company is seeking approval of the Extension because the Company may not be able to complete an initial Business Combination prior to March 19, 2023. If the Extension Proposal is approved, the Company expects to continue evaluating initial Business Combination opportunities in pursuit of entering into an initial Business Combination agreement and seeking stockholder approval of an initial Business Combination. If stockholders approve such initial Business Combination, the Company expects to consummate an initial Business Combination as soon as possible following stockholder approval and satisfaction of the other conditions to the consummation of an initial Business Combination.

Upon approval of the Extension Proposal, Redemption Limitation Amendment Proposal and Additional Redemption Rights Amendment Proposal by the required number of votes, or approval of the Extension Proposal and Additional Redemption Rights Amendment Proposal by the required number of votes in the event the Redemption Limitation Amendment Proposal is not approved or not implemented and as a result of the redemptions, the Redemption Limitation is not reached, we plan to file the amendment to the Certificate of Incorporation in the form attached as Annex A. The Company will remain a reporting company under the Exchange Act, and its units, shares of Class A Common Stock and public warrants will remain publicly traded. However, notwithstanding the approval of the Amendment Proposals, the Board may decide to abandon any or all of the Amendment Proposals at any time and for any reason prior to the effectiveness of the filing of the amendment to the Certificate of Incorporation with the Secretary of State of the State of Delaware. Assuming the Extension Proposal and Additional Redemption Rights Amendment Proposal is approved, if the Board abandons the Redemption Limitation Amendment or it is not approved or implemented, public stockholders will not have their public shares redeemed if the Redemption Limitation is exceeded. If the Board abandons all of the Amendment Proposals, public stockholders will not be entitled to exercise redemption rights.

If the Extension Proposal is approved, the Company shall deposit or cause to be deposited $0.05 for each public share that is not redeemed for each calendar month (commencing on March 20, 2023, and ending on the 19th day of each subsequent month), or portion thereof, until September 19, 2023, up to a maximum of $2,300,000, unless the Closing of the Company’s initial business combination shall have occurred (the “Extension Deposit”), which amount will be deposited into the Trust Account. The Extension Deposit is conditioned upon the implementation of the Extension Proposal. The Extension Deposit will not occur if the Extension Proposal is not approved, or the Extension is not completed. The Extension Deposit will not bear interest and will be repayable upon consummation of a Business Combination. If the Company determines it does not intend to make the Extension Deposit, then the Extension Proposal, the Redemption Limitation Amendment Proposal, the Additional Redemption Rights Amendment Proposal and the Adjournment Proposal will not be put before the stockholders at the special meeting and, unless the Company can complete the Business Combination by March 19, 2023, we will dissolve and liquidate in accordance with our Certificate of Incorporation.

If any of the Amendment Proposals is approved and implemented, any removal of any Withdrawal Amount from the Trust Account will reduce the amount remaining in the Trust Account and increase the percentage interest of shares of Common Stock held by the Sponsor through the shares of Class B Common Stock. If the Redemption Limitation Amendment Proposal is approved and implemented, the Company will redeem shares of Common Stock irrespective of the prior Redemption Limitation. Only if the Redemption Limitation Amendment Proposal

is not approved or not implemented, we will not proceed with the Extension if redemptions of shares of Common Stock cause us to have less than $5,000,001 of net tangible assets following approval of the Extension Proposal, as provided in the Certificate of Incorporation.

If (i) the Amendment Proposals are approved and we amend our Certificate of Incorporation, or (ii) the Redemption Limitation is exceeded, will our securities remain listed on Nasdaq Capital Market following stockholder redemptions?

Our Common Stock, units and warrants are listed on the Nasdaq Capital Market. We are subject to compliance with Nasdaq’s continued listing requirements in order to maintain the listing of our securities on Nasdaq. Such continued listing requirements for our Common Stock include, among other things, the requirement to maintain at least 300 public holders, at least 500,000 publicly held shares and the Market Value of Listed Securities (as defined in Nasdaq Rule 5005) of at least $35 million. Pursuant to the terms of the Certificate of Incorporation, in connection with the Amendment Proposals, public stockholders may elect to redeem their public shares and, as a result, we may not be in compliance with Nasdaq’s continued listing requirements.

If our securities do not meet Nasdaq’s continued listing requirements, Nasdaq may delist our securities from trading on its exchange. If Nasdaq delists any of our securities from trading on its exchange and we are not able to list such securities on another approved national securities exchange, we expect that such securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including: (i) a limited availability of market quotations for our securities, (ii) reduced liquidity for our securities, (iii) a determination that our Common Stock is a “penny stock” which will require brokers trading in our Common Stock to adhere to more stringent rules, including being subject to the depository requirements of Rule 419 of the Securities Act, and possibly result in a reduced level of trading activity in the secondary trading market for our securities, (iv) a decreased ability to issue additional securities or obtain additional financing in the future, and (v) a less attractive acquisition vehicle to a target business.in connection with an initial Business Combination.

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.”

Our Common Stock, units and warrants qualify as covered securities under such statute. If we were no longer listed on Nasdaq, our securities would not qualify as covered securities under such statute and we would be subject to regulation in each state in which we offer our securities.

Where will I be able to find the voting results of the Special Meeting?

We will announce preliminary voting results at the Special Meeting. We will also disclose voting results on a Current Report on Form 8-K that we will file with the SEC within four business days after the Special Meeting. If final voting results are not available to us in time to file a Current Report on Form 8-K within four business days after the Special Meeting, we will file a Current Report on Form 8-K to publish preliminary results and will provide the final results in an amendment to such Current Report on Form 8-K as soon as they become available.

Would I still be able to exercise my redemption rights in connection with a vote to approve a proposed initial Business Combination?

Yes. Assuming you are a stockholder as of the record date for voting on a proposed initial Business Combination, you will be able to vote on a proposed initial Business Combination. If you disagree with an initial Business Combination, you will retain your right to redeem your shares of Class A Common Stock upon consummation of such initial Business Combination, subject to any limitations set forth in our Certificate of Incorporation.

How do I change my vote?

If you have submitted a proxy to vote your shares and wish to change your vote, you may send a later-dated, signed proxy card to the Company’s Secretary at 125 W 55th St., New York, New York 10019, so that it is received by the Company’s Secretary prior to the vote at the Special Meeting (which is scheduled to take place on             , 2023). Stockholders also may revoke their proxy by sending a notice of revocation to the Company’s Secretary, which must be received by the Company’s Secretary prior to the vote at the Special Meeting, or by attending the

Special Meeting, revoking their proxy and voting in person. Attendance at the Special Meeting alone will not change your vote. However, if your shares are held in “street name” by your broker, bank or another nominee, you must contact your broker, bank or other nominee to change your vote.

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 for each of the proposals. A stockholder’s failure to vote by proxy or to vote in person at the Special Meeting will not be counted towards the number of shares required to validly establish a quorum, and if a valid quorum is otherwise established, will have the effect of a vote “AGAINST” each of the Extension Proposal, the Redemption Limitation Amendment Proposal and the Additional Redemption Rights Amendment Proposal, but will have no effect on the Adjournment Proposal. Abstentions and broker non-votes will be counted in connection with the determination of whether a valid quorum is established. Abstentions and broker non-votes will have the effect of a vote “AGAINST” each of the Extension Proposal, the Redemption Limitation Amendment Proposal and the Additional Redemption Rights Proposal, but will have no effect on the Adjournment Proposal. We believe that each of the proposals is a “non-discretionary” matter, and therefore, there will not be any broker non-votes at the Special Meeting.

If my shares are held in “street name,” will my broker automatically vote them for me?

If you do not give instructions to your broker, your broker can vote your shares with respect to “discretionary” items, but not with respect to “non-discretionary” items. We believe that each of the proposals are “non-discretionary” items.

Your broker can vote your shares with respect to “non-discretionary” items only if you provide instructions on how to vote. You should instruct your broker to vote your shares. Your broker can tell you how to provide these instructions. Abstentions and broker non-votes will be counted in connection with the determination of whether a valid quorum is established. Abstentions and broker non-votes will have the effect of a vote “AGAINST” each of the Extension Proposal, the Redemption Limitation Amendment Proposal and the Additional Redemption Rights Amendment Proposal, but will have no effect on the Adjournment Proposal. We believe that each of the proposals is a “non-discretionary” matter, and therefore, there will not be any broker non-votes at the Special Meeting.

What is a quorum?

Holders of a majority in voting power of shares of the Company’s Common Stock outstanding and entitled to vote at the Special Meeting, present in person or represented by proxy, constitute a quorum. In the absence of a quorum, the chairman of the meeting may adjourn the Special Meeting until a quorum shall attend. As of the record date for the Special Meeting, 24,062,501 shares of our Common Stock would be required to achieve a quorum. Proxies that are marked “ABSTAIN” and broker non-votes will be treated as shares present for purposes of determining the presence of establishing a quorum on all matters. If a stockholder does not give the broker voting instructions, under applicable self-regulatory organization rules, its broker may not vote its shares on “non-discretionary” matters. We believe that each of the proposals is a “non-discretionary” matter, and therefore, there will not be any broker non-votes at the Special Meeting.

Who can vote at the Special Meeting?

Holders of shares of Common Stock as of 5:00 p.m. on February 9, 2023, the Record Date, are entitled to vote at the Special Meeting. On the Record Date, there were 48,125,000 shares of Common Stock issued and outstanding, including (i) 38,500,000 shares of Class A Common Stock and (ii) 9,625,000 shares of Class B Common Stock. The Company’s warrants and preferred stock do not have voting rights in connection with the proposals.

In deciding all matters at the Special Meeting, each stockholder will be entitled to one vote for each share held by them on the Record Date. Holders of shares of Class A Common Stock and holders of shares of Class B Common Stock will vote together as a single class on all matters submitted to a vote of our stockholders except as required by law. The Initial Stockholders collectively own all of our issued and outstanding shares of Class B Common Stock, constituting 20% of our issued and outstanding shares of Common Stock.

Registered Stockholders. If our shares are registered directly in your name with our transfer agent, Continental Stock Transfer & Trust Company, you are considered the stockholder of record with respect to those shares. As the stockholder of record, you have the right to grant your voting proxy directly to the individuals listed on the proxy card or to vote in person at the Special Meeting.

“Street Name” Stockholders. If our shares are held on your behalf in a brokerage account or by a bank or other nominee, you are considered the beneficial owner of those shares held in “street name,” and your broker or nominee is considered the stockholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker or nominee as to how to vote your shares. Throughout this proxy statement, we refer to stockholders who hold their shares through a broker, bank or other nominee as “street name stockholders.”

Does the Board recommend voting for the approval of the proposals?

Yes. After careful consideration of the terms and conditions of these proposals, the Board has determined that each of the proposals are in the best interests of the Company and its stockholders. The Board recommends that the Company’s stockholders vote “FOR” each of the proposals.

What interests do the Company’s directors and officers have in the approval of the proposals?

The Company’s 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 shares of Class B Common Stock, private placement warrants that may become exercisable in the future, any loans by them to the Company that will not be repaid in the event of our winding up and the possibility of future compensatory arrangements. See the section entitled “Proposal No. 1 — The Extension Proposal — Interests of the Sponsor and the Company’s Directors and Officers” for more information.

Are there any appraisal or similar rights for dissenting stockholders?

Holders of shares of our Common Stock do not have appraisal rights under Delaware law or under the governing documents of the Company in connection with this solicitation. Warrant holders do not have appraisal rights in connection with any of the proposals to be voted upon at the Special Meeting.

What happens to the Company’s warrants if the Extension Proposal is not approved or not implemented?

If the Extension Proposal is not approved or not implemented and we do not consummate an initial Business Combination by March 19, 2023, the Certificate of Incorporation provides that we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem our public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of any tax obligation owed by the Company as a result of assets of the Company or interest or other income earned on the Trust Account), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and the Board, liquidate and dissolve, subject, in each case, to the Company’s obligations under the DGCL to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial Business Combination by March 19, 2023, or, if the Extension Proposal is approved and implemented, the Extended Date.

What happens to the Company’s warrants if the Extension Proposal is approved?

If the Extension is approved, the Company expects to continue to attempt to consummate an initial Business Combination until the Extended Date, and will retain the blank check company restrictions previously applicable to it. The warrants will remain outstanding in accordance with their terms.

How do I vote?

You may vote “FOR” or “AGAINST” or abstain from voting.

If you are a stockholder of record, you may vote by proxy in any of the following ways:

•        By Internet — If you have internet access, you may submit your proxy by following the voting instructions on the proxy card. If you vote by internet, you should not return your proxy card.

•        By Mail — You may vote by mail by completing, dating and signing your proxy card and mailing it in the envelope provided. You must sign your name exactly as it appears on the proxy card. If you are signing in a representative capacity (for example, as officer of a corporation, guardian, executor, trustee or custodian), you must indicate your name and title or capacity.

If you vote via the internet, your vote must be received by 11:59 p.m., Eastern time, on             , 2023.

You may also vote during the Special Meeting via the internet at https://www.cstproxy.com/techenergytransition/2023. At this site, you will be able to vote electronically.

If your shares are held in a stock brokerage account or by a bank or other holder of record, you are considered the beneficial owner of shares held in “street name.” The street name holder will provide you with instructions that you must follow to have your shares voted. If you hold your shares in street name and you wish to vote during the meeting, you must obtain a proxy issued in your name from the street name holder.

How do I redeem my shares of Common Stock?

In order to exercise your redemption rights, you must, prior to 5:00 p.m., Eastern time, on April 3, 2023, (x) submit a written request to our transfer agent that we redeem your public shares for cash, and (y) deliver your stock to our transfer agent physically or electronically through Depository Trust Company (“DTC”). The address of Continental Stock Transfer & Trust Company, our transfer agent, is listed under the question “Who can help answer my questions?” below. Pursuant to the Certificate of Incorporation, a public stockholder may request that the Company redeem all or a portion of such public stockholder’s public shares for cash if all Amendment Proposals are approved and implemented. You will be entitled to receive cash for any public shares to be redeemed only if you: (a) hold public shares or (b) hold public shares as part of units and elect to separate such units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares and (c) such redemption would not result in the Company having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act (or any successor rule)) of less than $5,000,001 (unless the Redemption Limitation Amendment Proposal is approved and implemented).

Any demand for redemption, once made, may be withdrawn at any time until 5:00 p.m., Eastern time, on April 3, 2023. If you delivered your shares for redemption to our transfer agent and decide within the required timeframe not to exercise your redemption rights, 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 email address or physical address listed under the question “Who can help answer my questions?” below.

Additionally, we will not redeem shares if (i) none of the Amendment Proposals are approved, (ii) any of the Amendment Proposals are approved, but not implemented, or (iii) if the Extension Proposal and Additional Redemption Rights Amendment Proposal are approved, but the Redemption Limitation Amendment Proposal is not approved and implemented and redemptions would cause the Redemption Limitation to be exceeded. In any of these scenarios, you will not receive cash for public shares. In the event that the Redemption Limitation Amendment Proposal is not approved or not implemented and we receive notice of redemptions of public shares approaching or in excess of the Redemption Limitation, we and/or the Sponsor, may take action to increase our net tangible assets to avoid exceeding the Redemption Limitation, which may include, at our and our Sponsor’s option and in our and its sole discretion, any, several or all of the following actions: (a) attempting to secure waivers of certain of our significant liabilities, including the deferred underwriting fees, and (b) entering into non-redemption agreements with certain of our significant stockholders. If the Redemption Limitation Amendment Proposal is not approved or not implemented and the Redemption Limitation is exceeded, either because we do not take action to increase our net tangible assets or because our attempt to do so is not successful, then we will not proceed with the amendments set forth in Annex A of this proxy statement and we will not redeem any public shares. In such case, public shares which a public stockholder elects to redeem but which are not redeemed shall be returned to such public stockholder or such public stockholder’s account and such public stockholder will retain the right to have their public shares redeemed for cash if the Company has not completed an initial Business Combination by March 19, 2023.

Holders of units must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in their own name, the holder must contact the transfer agent directly and instruct it to do so. Your broker, bank or other nominee may have an earlier deadline by which you must provide instructions to separate the units into the underlying public shares and public warrants in order to exercise redemption rights with respect to the public shares, so you should contact your broker, bank or other nominee or intermediary. Public stockholders may elect to redeem all or a portion of their public shares even if they vote for the Amendment Proposals.

What should I do if I receive more than one set of voting materials?

You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards, if your shares are registered in more than one name or are registered in different accounts. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your shares.

Who is paying for this proxy solicitation?

The Board is soliciting proxies for use at the Special Meeting. All costs associated with this solicitation will be borne directly by the Company. We have engaged Morrow Sodali LLC (“Morrow”) to assist in the solicitation of proxies for the Special Meeting. We have agreed to pay Morrow a fee of $35,000, plus disbursements, postage, and the out-of-pocket bank and broker fees for the beneficial mailing. We will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of Class A Common Stock for their expenses in forwarding soliciting materials to beneficial owners of shares of Class A Common Stock and in obtaining voting instructions from those owners. Our directors and officers may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Will the Company be subject to the new 1% U.S. federal excise tax that could be imposed in connection with redemptions of public shares?

Pursuant to the IRA, commencing in 2023, a 1% U.S. federal excise tax is imposed on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations. The excise tax is imposed on the repurchasing corporation and not on its stockholders. The amount of the excise tax is equal to 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. The Treasury Department has authority to promulgate regulations and provide other guidance regarding the excise tax. In December 2022, the Treasury Department issued a Notice indicating its intention to propose such regulations and issuing certain interim rules on which taxpayers may rely. Under the interim rules, liquidating distributions made by publicly traded domestic corporations and any redemptions that occur in the same taxable year as a liquidation is completed are expected to be exempt from the excise tax. Accordingly, redemptions of our public shares in connection with the Extension may subject us to the excise tax, unless one of the two exceptions above apply. Redemptions would only occur if the Extension Proposal is approved by our stockholders and the Extension is implemented by the Board.

As described in the section below entitled “The Extension Proposal — Redemption Rights,” if the deadline for us to complete an initial Business Combination (currently March 19, 2023) is extended, our public stockholders will have the right to require us to redeem their public shares. Any redemption or other repurchase may be subject to the excise tax. The extent to which we would be subject to the excise tax in connection with a Redemption Event would depend on a number of factors, including: (i) the fair market value of the redemptions and repurchases in connection with the Redemption Event, (ii) the nature and amount of any “PIPE” or other equity issuances in connection with the initial Business Combination, (iii) whether any such issuances are treated as occurring in the same taxable year as repurchases in connection with a Redemption Event, (iv) if we fail to timely consummate an initial Business Combination and liquidate in a taxable year following a Redemption Event and (v) the content of any proposed or

THE SPECIAL MEETING

Date, Time, Place and Purpose of the Special Meeting

The Special Meeting will be held via the Internet and will be a completely virtual meeting of stockholders. You will be able to attend the Special Meeting online, vote, view the list of stockholders entitled to vote at the Special Meeting and submit your questions during the Special Meeting by visiting https://www.cstproxy.com/techenergytransition/2023. To enter the Special Meeting, you will need the 12-digit control number that is printed on your proxy card. We recommend logging in at least fifteen minutes before the meeting to ensure that you are logged in when the meeting starts. Online check-in will start shortly before the meeting on             , 2023.

At the Special Meeting, you will be asked to consider and vote upon proposals to:

1.      Proposal No. 1 — The Extension Proposal — a proposal to amend the Company’s Certificate of Incorporation pursuant to an amendment to the Certificate of Incorporation (as set forth in paragraphs 4, 5 and 9 of Annex A of this proxy statement) to extend the date by which the Company must either (i) consummate an initial Business Combination or (ii) cease all operations except for the purpose of winding up if it fails to complete such initial Business Combination, and redeem all of the shares of Class A Common Stock included as part of the units sold in the Company’s IPO, from March 19, 2023, to the Extended Date;

2.      Proposal No. 2 — The Redemption Limitation Amendment Proposal — a proposal to amend the Certificate of Incorporation pursuant to an amendment to the Certificate of Incorporation (as set forth in paragraphs 6, 7, 8 and 10 of Annex A of this proxy statement) to eliminate from the Certificate of Incorporation the limitation that the Company may not redeem public shares to the extent that such redemption would result in the Company having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act (or any successor rule)) of less than the Redemption Limitation, $5,000,001, in order to allow the Company to redeem public shares irrespective of whether such redemption would exceed the Redemption Limitation;

3.      Proposal No. 3 — The Additional Redemption Rights Amendment Proposal — a proposal to amend the Certificate of Incorporation pursuant to an amendment to the Certificate of Incorporation (as set forth in paragraph 9 of Annex A of the accompanying proxy statement) to set the date by which, upon the approval of the Extension Proposal, the Corporation must redeem shares of Class A Common Stock held by public stockholders who elect to redeem such shares prior to 5:00 p.m., Eastern Time, on April 3, 2023, for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (net of any tax obligation owed by the Company as a result of assets of the Company or interest or other income earned on the Trust Account), divided by the number of then-issued and outstanding shares of Class A Common Stock, as April 5, 2023; and

4.      Proposal No. 4 — The Adjournment Proposal — 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 Proposal and the Additional Redemption Rights Amendment Proposal, which may be presented at the Special Meeting if, based on the tabulated votes, there are not sufficient votes at the time of the Special Meeting to approve the Extension Proposal and the Additional Redemption Rights Amendment Proposal, in which case the Adjournment Proposal will be the only proposal presented at the Special Meeting; and any other business as may properly come before the Special Meeting or any adjournments or postponements thereof.

Voting Power; Record Date

Only stockholders of record of the Company as of the Record Date are entitled to notice of, and to vote at, the Special Meeting or any adjournment or postponement thereof. Each share of the Common Stock entitles the holder thereof to one vote. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. On the Record Date, there were 48,125,000 shares of Common Stock issued and outstanding, including 38,500,000 shares of Class A Common Stock and 9,625,000 shares of Class B Common Stock. The Company’s warrants do not have voting rights in connection with the proposals.

Quorum and Vote of Stockholders

Holders of a majority in voting power of shares of the Company’s Common Stock outstanding and entitled to vote at the Special Meeting, present in person or represented by proxy, constitute a quorum. In the absence of a quorum, the chairman of the meeting may adjourn the Special Meeting until a quorum shall attend. As of the record date for the Special Meeting, 24,062,501 shares of our Common Stock would be required to achieve a quorum. Proxies that are marked “ABSTAIN” and broker non-votes will be treated as shares present for purposes of determining the presence of establishing a quorum on all matters. If a stockholder does not give the broker voting instructions, under applicable self-regulatory organization rules, its broker may not vote its shares on “non-discretionary” matters. We believe that each of the proposals is a “non-discretionary” matter, and therefore, there will not be any broker non-votes at the Special Meeting.

Votes Required

Approval of the Extension Proposal requires the affirmative vote of holders of at least sixty-five percent (65%) of all then outstanding shares of the Company’s Common Stock entitled to vote thereon as of the Record Date, voting together as a single class.

Approval of the Redemption Limitation Amendment Proposal requires the affirmative vote of holders of at least sixty-five percent (65%) of all then outstanding shares of the Company’s Common Stock entitled to vote thereon as of the Record Date, voting together as a single class.

Approval of the Additional Redemption Rights Amendment Proposal requires the affirmative vote of holders of at least sixty-five percent (65%) of all then outstanding shares of the Company’s Common Stock entitled to vote thereon as of the Record Date, voting together as a single class.

Approval of the Adjournment Proposal requires the affirmative vote of holders of a majority of the outstanding shares represented in person or by proxy and entitled to vote thereon at the Special Meeting.

If you do not want any of the proposals to be approved, you should vote against such proposals. A stockholder’s failure to vote by proxy or to vote in person at the Special Meeting will not be counted towards the number of shares required to validly establish a quorum, and if a valid quorum is otherwise established, such failure to vote will have the effect of a vote “AGAINST” each of the Extension Proposal, the Redemption Limitation Amendment Proposal and the Additional Redemption Rights Amendment Proposal, but will have no effect on the Adjournment Proposal. Abstentions and broker non-votes will be counted in connection with the determination of whether a valid quorum is established. Abstentions and broker non-votes will have the effect of a vote “AGAINST” each of the Extension Proposal, the Redemption Limitation Amendment Proposal and the Additional Redemption Rights Amendment Proposal but will have no effect on the Adjournment Proposal. We believe that each of the proposals is a “non-discretionary” matter, and therefore, there will not be any broker non-votes at the Special Meeting.

Voting

You can vote your shares at the Special Meeting by proxy or by attending the Special Meeting. If your shares are owned directly in your name with our transfer agent, Continental Stock Transfer & Trust Company, you are considered, with respect to those shares, the “stockholder of record.” If your shares are held in a stock brokerage account or by a bank or other nominee or intermediary, you are considered the beneficial owner of shares held in “street name” and are considered a “non-record (beneficial) stockholder.”

Stockholders of Record

You can vote by proxy by having one or more individuals who will be at the Special Meeting vote your shares for you. These individuals are called “proxies” and using them to cast your ballot at the Special Meeting is called voting “by proxy.” If you wish to vote by proxy, you must (i) complete the enclosed form, called a “proxy card,” and mail it in the envelope provided or (ii) submit your proxy over the Internet in accordance with the instructions on the enclosed proxy card. If you complete the proxy card and mail it in the envelope provided or submit your proxy over the Internet as described above, you will designate each of John Spirtos and Andrew Ancone or the chairman of the Special Meeting to act as your proxy at the Special Meeting. One of the aforementioned individuals will then vote your shares at the Special Meeting in accordance with the instructions you have given them in the proxy card with respect to the proposals presented in this proxy statement. Proxies will extend to, and be voted at, any adjournments or postponements of the Special Meeting.

Beneficial Owners

If your shares are held in an account through a broker, bank or other nominee or intermediary, you must instruct the broker, bank or other nominee how to vote your shares by following the instructions that the broker, bank or other nominee provides you along with this proxy statement. Your broker, bank or other nominee may have an earlier deadline by which you must provide instructions to it as to how to vote your shares, so you should read carefully the materials provided to you by your broker, bank or other nominee or intermediary.

If you have consented to receive an email from your broker, bank or other nominee, you will receive an email from ID@proxyvote.com with your 16-digit control number, the link to the proxy statement, and instructions on where to vote your shares. Broadridge will provide the information to the email address that you have communicated with your broker, bank or other nominee.

If you do not provide voting instructions to your bank, broker or other nominee or intermediary and you do not vote your shares at the Special Meeting, your shares will not be voted on any proposal on which your bank, broker or other nominee does not have discretionary authority to vote. In these cases, the bank, broker or other nominee or intermediary will not be able to vote your shares on those matters for which specific authorization is required. We believe each of the proposals constitutes a “non-discretionary” matter.

Proxies

The Board is asking for your proxy. Giving the Board your proxy means you authorize it to vote your shares at the Special Meeting in the manner you direct. You may vote for or against each proposal or you may abstain from voting. All valid proxies received prior to the Special Meeting will be voted. All shares represented by a proxy will be voted, and where a stockholder specifies by means of the proxy a choice with respect to any matter to be acted upon, the shares will be voted in accordance with the specification so made. If no choice is indicated on the proxy, the shares will have no effect on any of the proposals described herein and as the proxy holders may determine in their discretion with respect to any other matters that may properly come before the Special Meeting.

Proxies that are marked “ABSTAIN” and broker non-votes will be treated as shares present for purposes of determining the presence of a quorum on all matters. If a stockholder does not give the broker voting instructions, under applicable self-regulatory organization rules, its broker may not vote its shares on “non-discretionary” matters. We believe each of the proposals constitutes a “non-discretionary” matter, and therefore, there will not be any broker non-votes at the Special Meeting.

Revocability of Proxies

Stockholders may send a later-dated, signed proxy card to the Company’s Secretary at 125 W 55th St., New York, New York 10019, so that it is received by the Company’s Secretary prior to the vote at the Special Meeting (which is scheduled to take place on             , 2023). Stockholders also may revoke their proxy by sending a notice of revocation to the Company’s Secretary, which must be received by the Company’s Secretary prior to the vote at the Special Meeting or by attending the Special Meeting, revoking their proxy and voting in person. Attendance at the Special Meeting alone will not change your vote. However, if your shares are held in “street name” by your broker, bank or another nominee, you must contact your broker, bank or other nominee to change your vote.

Stockholders who have questions or need assistance in completing or submitting their proxy cards should contact our proxy solicitor, Morrow Sodali LLC, at (800) 662-5200, or banks and brokers can call collect at (203) 658-9400, or by emailing TETC.info@investor.morrowsodali.com.

Attendance at the Special Meeting

You will be able to attend the Special Meeting online, vote, view the list of stockholders entitled to vote at the Special Meeting and submit your questions during the Special Meeting by visiting https://www.cstproxy.com/techenergytransition/2023. To enter the Special Meeting, you will need the 12-digit control number that is printed on your proxy card. We recommend logging in at least fifteen minutes before the meeting to ensure that you are logged in when the meeting starts. Online check-in will start shortly before the meeting on             , 2023. This proxy statement is dated             , 2023, and is first being mailed to stockholders of the Company on or about             , 2023.

You may submit your proxy by following the voting instructions on the proxy card. If your shares are held in a stock brokerage account or by a bank or other holder of record, you are considered the beneficial owner of shares held in “street name.” The street name holder will provide you with instructions that you must follow to have your shares voted. If you hold your shares in street name and you wish to vote during the meeting, you must obtain a proxy issued in your name from the street name holder.

Solicitation of Proxies

The Board is soliciting proxies for use at the Special Meeting. All costs associated with this solicitation will be borne directly by the Company. We have engaged Morrow to assist in the solicitation of proxies for the Special Meeting. We have agreed to pay Morrow a fee of $35,000, plus disbursements, postage, and the out of pocket bank and broker fees for the beneficial mailing. We will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of Class A Common Stock for their expenses in forwarding soliciting materials to beneficial owners of shares of Class A Common Stock and in obtaining voting instructions from those owners. Our directors and officers may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

If any additional solicitation of the holders of our outstanding shares of Common Stock is deemed necessary, we (through our directors and officers) anticipate making such solicitation directly.

You may contact Morrow at:

Morrow Sodali LLC
333 Ludlow Street, 5th Floor, South Tower
Stamford, Connecticut 06902
Telephone: Toll-Free (800) 662-5200 or (203) 658-9400
Email: TETC.info@investor.morrowsodali.com

Dissenters’ Rights and Appraisal Rights

Holders of shares of our Common Stock do not have appraisal rights under Delaware law or under the governing documents of the Company in connection with this solicitation.

Warrant holders do not have appraisal rights in connection with any of the proposals to be voted upon at the Special Meeting.

You may also obtain these documents by requesting them in writing or by telephone from the Company’s proxy solicitation agent at the following address and telephone number:

Morrow Sodali LLC

333 Ludlow Street, 5th Floor, South Tower

Stamford, Connecticut 06902

Telephone: Toll-Free (800) 662-5200 or (203) 658-9400

Email: TETC.info@investor.morrowsodali.com

* * *

The Board does not know of any other matters to be presented at the Special Meeting. If any additional matters are properly presented at the Special Meeting, the persons named in the enclosed proxy card will have discretion to vote the shares they represent in accordance with their own judgment on such matters.

It is important that your shares be represented at the Special Meeting, regardless of the number of shares that you hold. You are, therefore, urged to execute and return, at your earliest convenience, the enclosed proxy card in the envelope that has also been provided.

ANNEX A

CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TECH AND ENERGY TRANSITION CORPORATION

Tech and Energy Transition Corporation (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows:

1.    The name of the Corporation is “Tech and Energy Transition Corporation”. The original Certificate of Incorporation of the Corporation was filed with the Secretary of the State of Delaware on December 4, 2017. A Certificate of Amendment to the Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on January 22, 2021, and an Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on March 19, 2021 (the “Amended and Restated Certificate”).

2.    This Amendment to the Amended and Restated Certificate of Incorporation (this “Amendment”) has been duly adopted by the Board of Directors of the Corporation and approved by the Corporation’s stockholders in accordance with the provisions of the Amended and Restated Certificate and Section 242 of the General Corporation Law of the State of Delaware.

3.    This Amendment further amends the provisions of the Amended and Restated Certificate.

4.    This Amended and Restated Certificate is hereby amended by deleting Article IX, Section 9.1(b) in its entirety and inserting the following in lieu thereof:

(b)   Immediately after the Offering, a certain amount of the net offering proceeds received by the Corporation in the Offering (including the proceeds of any exercise of the underwriters’ option to purchase additional securities) and certain other amounts specified in the Corporation’s registration statement on Form S-1, as initially filed with the Securities and Exchange Commission (the “SEC”) on February 24, 2021, as amended (the “Registration Statement”), shall be deposited in a trust account (the “Trust Account”), established for the benefit of the Public Stockholders (as defined below) pursuant to a trust agreement described in the Registration Statement. Except for the withdrawal of interest to pay taxes, none of the funds held in the Trust Account (including the interest earned on the funds held in the Trust Account) will be released from the Trust Account until the earliest of (i) the completion of the initial Business Combination, (ii) the redemption of one hundred percent (100%) of the Offering Shares (as defined below) if the Corporation is unable to complete its initial Business Combination within 30 months from the closing of the Offering and (iii) the redemption of Offering Shares in connection with a vote seeking to amend any provisions of this Amended and Restated Certificate (A) to modify the substance or timing of the Corporation’s obligation to allow redemptions in connection with the Corporation’s initial Business Combination or to redeem one hundred percent (100%) of the Offering Shares if the Corporation has not consummated an initial Business Combination within 30 months from the date of the closing of the Offering or (B) relating to stockholders’ rights or pre-initial Business Combination activity (as described in Section 9.7). Holders of shares of the Corporation’s Common Stock included as part of the units sold in the Offering (the “Offering Shares”) (whether such Offering Shares were purchased in the Offering or in the secondary market following the Offering and whether or not such holders are Tech and Energy Transition Sponsor LLC (the “Sponsor”) or officers or directors of the Corporation, or affiliates of any of the foregoing) are referred to herein as “Public Stockholders.”

5.    This Amended and Restated Certificate is hereby amended by deleting Article IX, Section 9.2(d) in its entirety and inserting the following in lieu thereof:

(d)   In the event that the Corporation has not consummated an initial Business Combination within 30 months from the closing of the Offering, the Corporation shall (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 one hundred percent (100%) of the Offering Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest (net of taxes payable, and less up to $100,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding Offering Shares, which redemption will completely extinguish rights of the Public Stockholders (including the right to receive further liquidating distributions, if any), 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 Corporation’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law.

6.    The Amended and Restated Certificate is hereby amended by deleting Article IX, Section 9.2(a) in its entirety and inserting the following in lieu thereof:

(a)   Prior to the consummation of the initial Business Combination, the Corporation shall provide all holders of Offering Shares with the opportunity to have their Offering Shares redeemed (which redemption may be in the form of a repurchase by the Corporation) upon the consummation of the initial Business Combination pursuant to, and subject to the limitations of, Sections 9.2(b) and 9.2(c) (such rights of such holders to have their Offering Shares redeemed pursuant to such Sections, the “Redemption Rights”) hereof for cash equal to the applicable redemption price per share determined in accordance with Section 9.2(b) hereof (the “Redemption Price”). Notwithstanding anything to the contrary contained in this Amended and Restated Certificate, there shall be no Redemption Rights or liquidating distributions with respect to any warrant issued pursuant to the Offering.

7.    The Amended and Restated Certificate is hereby amended by deleting Article IX, Section 9.2(e) in its entirety and inserting the following in lieu thereof:

(e)   If the Corporation offers to redeem the Offering Shares in conjunction with a stockholder vote on an initial Business Combination, the Corporation shall consummate the proposed initial Business Combination only if such initial Business Combination is approved by the affirmative vote of the holders of a majority of the shares of the Common Stock that are voted at a stockholder meeting held to consider such initial Business Combination.

8.    The Amended and Restated Certificate is hereby amended by deleting Article IX, Section 9.2(f) in its entirety.

9.    The Amended and Restated Certificate is hereby amended by deleting the first sentence of Article IX, Section 9.7 in its entirety and inserting the following in lieu thereof:

Section 9.7 Additional Redemption Rights.

(a)     If, in accordance with Section 9.1(a), any amendment is made to Section 9.2(d) within 24 months from the date of the closing of the Offering that would (A) modify the substance or timing of the Corporation’s obligation to allow redemptions in connection with an initial Business Combination or to redeem 100% of the Offering Shares if the Corporation has not consummated an initial Business Combination within 24 months from the date of the closing of the Offering, or (B) with respect to any other provision herein relating to stockholder’s rights or pre-initial Business Combination activity, the Public Stockholders shall be provided with the opportunity to redeem their Offering Shares on April 5, 2023 upon the approval of any such amendment, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (net of taxes payable), divided by the number of then outstanding Offering Shares. In order to exercise redemption rights in accordance with this Section 9.7(a), Public Stockholders must, prior to 5:00 p.m., Eastern time, on April 3, 2023, (x) submit a written request to the Corporation’s transfer agent that their Offering Shares are redeemed by the Corporation for cash, and (y) deliver such Offering Shares to the Corporation’s transfer agent physically or electronically through Depository Trust Company.

(b)    If, in accordance with Section 9.1(a), any amendment is made to Section 9.2(d) after 24 months from the date of the closing of the Offering that would (A) modify the substance or timing of the Corporation’s obligation to allow redemptions in connection with an initial Business Combination or to redeem 100% of the Offering Shares if the Corporation has not consummated an initial Business Combination within 30 months from the date of the closing of the Offering, or (B) with respect to any other provision herein relating to stockholder’s rights or pre-initial Business Combination activity, the Public Stockholders shall be provided with the opportunity to redeem their Offering Shares upon the approval of any such amendment, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (net of taxes payable), divided by the number of then outstanding Offering Shares.

10.  The Amended and Restated Certificate is hereby amended by deleting the second sentence of Article IX, Section 9.7 in its entirety.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment on this day of             , 2023.

YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY. Vote by Internet - QUICK EASY IMMEDIATE - 24 Hours a Day, 7 Days a Week or by Mail TECH AND ENERGY TRANSITION CORPORATION Your Internet vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card. Votes submitted electronically over the Internet must be received by 11:59 p.m., Eastern time, on _______________, 2023. INTERNET – www.cstproxyvote.com Use the Internet to vote your proxy. Have your proxy card available when you access the above website. Follow the prompts to vote your shares. Vote at the Meeting – 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. To attend the meeting, visit: https://www.cstproxy.com/ techenergytransition/2023 MAIL – Mark, sign and date your proxy card and return it in the postage-paid envelope provided. PLEASE DO NOT RETURN THE PROXY CARD IF YOU ARE VOTING ELECTRONICALLY. FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED PROXY CARD THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSALS 1, 2, 3 AND 4. Please mark your votes like this X 1. Approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation (“Certificate of Incorporation”) to extend the date by which the Company has to consummate a business combination from March 19, 2023 to September 19, 2023. 2. Approval of an amendment to the Certificate of Incorporation to eliminate the limitation that the Company may not redeem public shares to the extent that such redemption would result in the Company having net tangible assets (as determined in accordance with Rule 3a51- 1(g) (1) of the Securities Exchange Act of 1934) of less than $5,000,001. FOR AGAINST ABSTAIN 3. Approval of an amendment to the Certificate of Incorporation to set April 5, 2023, as the date by which, upon the approval of Proposal 1, the Corporation must redeem shares of Class A Common Stock held by public stockholders who elect to redeem such shares prior to 5:00 p.m., Eastern time, on April 3, 2023. 4. Approval to adjourn 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 Proposal 1 and Proposal 3. FOR AGAINST ABSTAIN CONTROL NUMBER Signature______________________________Signature, if held jointly__________________________________Date_____________, 2023 Note: Please sign exactly as name appears hereon. When shares are held by joint owners, both should sign. When signing as attorney, executor, administrator, trustee, guardian, or corporate officer, please give title as such.

Important Notice Regarding the Internet Availability of Proxy Materials for the Special Meeting of Stockholders to be held on at ________Eastern time, on ___________, 2023 To view the 2023 Proxy Statement and to attend the Special Meeting, please go to: https://www.cstproxy.com/techenergytransition/2023 The undersigned appoints John Spirtos and Andrew Ancone, and each of them, as proxies, each with the power to appoint his substitute, and authorizes each of them to represent and to vote, as designated on the reverse hereof, all of the shares of common stock of Tech and Energy Transition Corporation held of record by the undersigned at the close of business on February 9, 2023 at the Special Meeting of Stockholders of Tech and Energy Transition Corporation to be held at __________Eastern time, on __________, 2023, or at any adjournment thereof. THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MATTER DIRECTED HEREIN. IF NO SUCH DIRECTION IS MADE, THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE BOARD OF DIRECTORS’ RECOMMENDATIONS. PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY. (Continued and to be marked, dated and signed, on the other side) FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS TECH AND ENERGY TRANSITION CORPORATION