Each of the Second Extension Amendment Proposal, the Redemption Limitation Amendment Proposal and the Adjournment Proposal is more fully described in the Proxy Statement.
The purpose of the Second Extension Amendment is to allow the Company more time to complete a business combination. On June 21, 2023, the Business Combination Agreement (the “Business Combination Agreement”) by and among the Company, Quality Gold Holdings, Inc., a Delaware corporation, Tastemaker Merger Sub, Inc., a Delaware corporation, QGM Merger Sub, Inc., an Ohio corporation, J&M Merger Sub, Inc., a Delaware corporation, L&L Merger Sub, Inc., an Ohio corporation, Quality Gold Merger Sub, Inc., an Ohio corporation, Quality Gold, Inc., an Ohio corporation, QGM, LLC, an Ohio limited liability company, J & M Group Holdings Inc., a Delaware corporation and L & L Group Holdings, LLC, an Ohio limited liability company was terminated effective as of June 21, 2023.
The Company’s IPO prospectus and charter provided that the Company initially had until January 12, 2023 (the date that is 24 months after the consummation of the IPO) to complete a business combination. On December 12, 2022, the Company’s stockholders approved an amendment (the “First Extension Amendment”) to its charter to extend the deadline by which it must complete a business combination from January 12, 2023 on a monthly basis to July 12, 2023. The Board currently believes that there will not be sufficient time before July 12, 2023 to complete a business combination. The sole purpose of the Second Extension Amendment is to provide the Company more time to complete a business combination. Even if the Second Extension is approved, however, the Company can provide no assurances that a business combination will be consummated prior to the Extended Date, or at all.
In connection with the Charter Proposals, public stockholders may elect to redeem their shares of Class A Common Stock issued in the IPO, which shares we refer to as the “public shares”, for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less amounts released to pay taxes), divided by the number of then outstanding public shares, which election we refer to as the “Election”, regardless of whether such public stockholders vote on the Charter Proposals. If the Second Extension Amendment Proposal is approved by the requisite vote of stockholders, the remaining holders of public shares will retain their right to redeem their public shares when a business combination is submitted to the stockholders, subject to any limitations set forth in the Amended and Restated Charter as amended by the Second Extension Amendment. In addition, public stockholders who do not make the Election would be entitled to have their public shares redeemed for cash if the Company has not completed a business combination by the Extended Date. On the record date, 2,926,927 shares of Class A Common Stock and 6,900,000 shares of Class B Common Stock were outstanding and entitled to vote. Our Sponsor owns 6,900,000 shares of Class B Common Stock, which we refer to as the “Founder Shares”, that were purchased by the Sponsor prior to the IPO and 8,700,000 warrants, which we refer to as the “Private Placement Warrants”, that were purchased by the Sponsor in a private placement which occurred simultaneously with the completion of the IPO.
To exercise your redemption rights, you must demand that the Company redeem your public shares for a pro rata portion of the funds held in the Trust Account and tender your shares to the Company’s transfer agent prior to 5:00 p.m. Eastern time on July 5, 2023 (two business days before the Special Meeting). You may tender your shares by either delivering your share certificate(s) (if any) and other redemption forms to the transfer agent or by delivering your shares and other redemption forms to the transfer agent electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system. If you hold your shares in street name, you will need to instruct your bank, broker or other nominee to withdraw the shares from your account in order to exercise your redemption rights.
Assuming the Second Extension Amendment Proposal is approved and the Board implements the Second Extension, the Board will have the sole discretion whether to extend for additional calendar months until January 12, 2024 and if our Board determines not to continue extending for additional calendar months, we will dissolve and liquidate in accordance with the Amended and Restated Charter.
Based upon the current amount in the Trust Account, the Company anticipates that the per-share price at which public shares will be redeemed from cash held in the Trust Account will be approximately $10.60 at the time of the Special Meeting. The closing price of the Company’s Class A Common Stock on June 22, 2023 as reported on the Nasdaq Capital Market was $10.65. 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