FAST ACQUISITION CORP. II
PROXY STATEMENT
FOR THE SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON
[●], 2023
The special meeting (the “special meeting”)
of stockholders of FAST Acquisition Corp. II, a Delaware corporation (the “Company,” “we,”
“us” or “our”), will be held at [●]
[a.m./p.m.] Eastern Time, on [●], 2023. The special meeting will be held virtually, at
[●]. At the special meeting, the stockholders will consider and vote upon the following
proposals:
| 1. | to amend (the “Extension Amendment”)
the Company’s Amended and Restated Certificate of Incorporation (the “charter”) to extend the date by
which the Company must consummate a business combination (as defined below) (the “Extension”) from March 18,
2023 (the date that is 24 months from the closing date of the Company’s initial public offering of units (the “IPO”))
(the “Current Outside Date”) to April 18, 2023 (the date that is 25 months from the closing date
of the IPO) (the “Extended Date”), and to allow the Company, without another stockholder vote, by resolution
of the Company’s board of directors (the “Board”), to elect to further extend the Extended Date in one-month
increments up to [●] additional times, or a total of up to [●] months after the Current Outside Date, until [●] 18,
2023 (each, an “Additional Extended Date”), unless the closing of a business combination (as defined below)
should have occurred prior thereto (the “Extension Amendment Proposal”); |
|
2. |
to amend (the “Founder Share Amendment”) our charter to provide for the right of a holder of Class B Common Stock of the Company to convert into Class A Common Stock on a one-for-one basis prior to the closing of a business combination at the election of the holder (the “Founder Share Amendment Proposal”); |
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3. |
to amend (the “Redemption Limitation Amendment”) our charter to delete: (i) the limitation that the Company shall not consummate a business combination if it would cause the Company’s net tangible assets to be less than $5,000,001; and (ii) the limitation that the Company shall not redeem public shares (as defined below) that would cause the Company’s net tangible assets to be less than $5,000,001 following such redemptions (the “Redemption Limitation Amendment Proposal”); |
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4. |
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 to approve the Extension Amendment Proposal, Founder Share Amendment Proposal, or Redemption Limitation Amendment Proposal or if we determine that additional time is necessary to effectuate the Extension (the “Adjournment Proposal”). |
Each of the Extension Amendment Proposal, the Founder Share Amendment
Proposal, the Redemption Limitation Amendment Proposal and the Adjournment Proposal is more fully described herein. The special meeting
will be a virtual meeting. You will be able to attend and participate in the special meeting online by visiting [●]. Please see
“Questions and Answers about the Special Meeting — How do I attend the special meeting?” for more
information.
The sole purpose of the Extension Amendment Proposal is to allow us
additional time to complete the proposed transactions (the “Business Combination”) contemplated by that Agreement
and Plan of Merger, dated as of July 11, 2022 (as amended by that Amendment No. 1 to Agreement and Plan of Merger, dated September 13,
2022, and as it may be further amended, the “Merger Agreement”), by and among us, Falcon’s Beyond Global,
LLC, a Florida limited liability company (“Falcon’s”), Falcon’s Beyond Global, Inc., a Delaware
corporation and a wholly owned subsidiary of Falcon’s (“Pubco”), and Palm Merger Sub LLC, a Delaware limited
liability company and a wholly owned subsidiary of Pubco (“Merger Sub”), or another merger, capital stock exchange,
asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more businesses (a
“business combination”). For more information about the Business Combination, see our Current Reports on Form 8-K
filed with the SEC on July 12, 2022 and September 16, 2022. The Company’s prospectus for its initial public offering (“IPO”)
and its charter provided that the Company has until the Current Outside Date to complete a business combination.
The Board currently believes that there will not be sufficient time
for the Company to consummate an initial business combination by the Current Outside Date. Accordingly, the Board has determined that
it is in the best interests of the Company’s stockholders to extend the Current Outside Date to the Extended Date or Additional
Extended Date, as applicable.
If any of the Extension Amendment Proposal, the Founder Share Amendment
Proposal or the Redemption Limitation Amendment Proposal is approved and the Extension Amendment, the Founder Share Amendment or the Redemption
Limitation Amendment becomes effective, prior to filing an amendment to the charter with the Secretary of State of the State of Delaware
to effectuate the Extension, the Company shall deposit $[●] from the Company’s working capital account into the trust account
(as defined below). In addition, if the Extension Amendment Proposal is approved and the Extension Amendment becomes effective, in the
event that we have not consummated an initial business combination (as defined below) by April 18, 2023, without approval of our
public stockholders (as defined below), we may, by resolution of the Board, if requested by the Sponsor, and upon [●] days’
advance notice prior to the Extended Date or Additional Extended Date, as applicable, extend the Extended Date up to [●] additional
times until [●] 18, 2023, or a total of up to [●] months after the Current Outside Date, provided that we deposit into the
trust account, for each such additional month, $[●] at the beginning of each month (the “Monthly Deposit”),
for an aggregate deposit of up to $[●] (if all additional extensions are exercised).
Approval of the Extension Amendment Proposal is a condition to the
implementation of the Extension. In addition, unless the Redemption Limitation Amendment Proposal is approved, the Company will not proceed
with the Extension if the number of redemptions of our public shares causes the Company to have less than $5,000,001 of net tangible assets
following approval of the Extension Amendment Proposal, which condition may not be waived by the Board.
The purpose of the Founder Share Amendment is to allow conversion of
the founder shares at any time prior to a business combination. This flexibility may aid the Company in retaining investors and meeting
continued listing requirements necessary to continue to pursue a business combination. Approval of the Extension Amendment Proposal is
a condition to approval of the Founder Share Amendment Proposal.
The purpose of the Redemption Limitation Amendment Proposal is to eliminate
the requirement that the Company have at least $5,000,001 in tangible net assets (as determined in accordance with Rule 3a51-1(g)(1) under
the Securities and Exchange Act of 1934, as amended) in order to consummate a business combination. Approval of the Extension Amendment
Proposal is a condition to approval of the Redemption Limitation Amendment Proposal.
The purpose of the Adjournment Proposal is to allow the Company to
adjourn the special meeting to a later date or dates if we determine that additional time is necessary to permit further solicitation
and vote of proxies in the event that there are insufficient votes to approve the Extension Amendment Proposal, the Founder Share Amendment
Proposal or the Redemption Limitation Amendment Proposal or if we determine that additional time is necessary to effectuate the Extension.
Our Board has approved the Extension Amendment Proposal, the Founder
Share Amendment Proposal, the Redemption Limitation Amendment Proposal and the Adjournment Proposal, and recommends that stockholders
vote in favor of each proposal. The affirmative vote of at least 65% of the Company’s outstanding Class A common stock (the
“public shares” or “Class A common stock”) and Class B common stock (the
“founder shares” or “Class B common stock” and together with the public shares,
the “common stock”), voting together as a single class, will be required to approve each of the Extension Amendment
Proposal, the Founder Share Amendment Proposal and the Redemption Limitation Amendment Proposal. As of the date of this proxy statement,
the Company’s founder shares represent approximately 20.0% of the Company’s outstanding common stock. Accordingly, in addition
to the founder shares, the Company will only need 12,506,449 public shares (or approximately 56.3% of the outstanding public shares) to
be voted in favor of the Extension Amendment Proposal, the Founder Share Amendment Proposal and the Redemption Limitation Amendment Proposal
to approve each such proposal. Approval of the Adjournment Proposal requires the affirmative vote of the majority of the votes cast by
stockholders represented in person (including virtually) or by proxy at the special meeting.
In
connection with each of the Extension Amendment Proposal, the Founder Share Amendment Proposal and the Redemption Limitation Amendment
Proposal, if approved by the requisite vote of stockholders, holders of public shares (“public stockholders”)
may elect to redeem their public shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit
in the trust account established by the Company in connection with its initial public offering (the “trust account”)
as of two business days prior to such approval, including any interest earned on the trust account deposits (which interest
shall be net of taxes payable), divided by the number of then outstanding public shares (the “Election”), regardless
of whether such public stockholders vote on the Extension Amendment Proposal, the Founder Share Amendment Proposal or the Redemption
Limitation Amendment Proposal. However, unless the Redemption Limitation Amendment becomes effective, the Company may not redeem our
public shares in an amount that would cause our net tangible assets to be less than $5,000,001. If any of the Extension Amendment Proposal,
the Founder Share Amendment Proposal or the Redemption Limitation Amendment Proposal are approved by the requisite vote of stockholders
and any of the Extension Amendment, the Founder Share Amendment or the Redemption Limitation Amendment become effective, the remaining
holders of public shares will retain the opportunity to have their public shares redeemed in conjunction with the consummation of a business
combination, subject to any limitations set forth in our charter, as amended. In addition, public stockholders who vote for any of the
Extension Amendment Proposal, the Founder Share Amendment Proposal and the Redemption Limitation Amendment Proposal and 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 or Additional Extended Date, as applicable.
The withdrawal of funds from the trust account in connection with the
Election will reduce the amount held in the trust account following the Election, and the amount remaining in the trust account after
such withdrawal may be only a fraction of the $[●] (including interest, but less the funds
used to pay taxes) that was in the trust account as of the record date. In such event, the Company may still seek to obtain additional
funds to complete a business combination, and there can be no assurance that such funds will be available on terms acceptable to the parties
or at all.
The Company estimates that the per-share price at which the
public shares may be redeemed from cash held in the trust account will be approximately $[●].
The closing price of the Company’s Class A common stock on the New York Stock Exchange (“NYSE”)
on [●], 2023, the record date of the special meeting, was $[●].
Accordingly, if the market price were to remain the same until the date of the special meeting, exercising redemption rights would result
in a public stockholder receiving approximately $[●] [more][less] than if such stockholder
sold the public shares in the open market. The Company cannot assure public stockholders that they will be able to sell their public shares
in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient
liquidity in its securities when such stockholders wish to sell their shares.
The Adjournment Proposal, if adopted, will allow our Board to adjourn
the special meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies. The Adjournment
Proposal will only be presented to our stockholders in the event that there are insufficient votes to approve the Extension Amendment
Proposal, Founder Share Amendment Proposal, or Redemption Limitation Amendment Proposal or if we determine that additional time is necessary
to effectuate the Extension.
If the Extension Amendment Proposal is not approved and the Company
does not consummate an initial business combination by the Current Outside Date, in accordance with our charter, the Company will (i)
cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days
thereafter subject to lawfully available funds therefor, redeem 100% of the outstanding public shares in consideration of a per-share
price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the trust account, including
interest not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), by (B)
the total number of then outstanding public shares, which redemption will completely extinguish rights of the public stockholders (including
the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible
following such redemption, subject to the approval of the remaining stockholders and the Board in accordance with applicable law, dissolve
and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and other
requirements of applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will
expire worthless in the event the Company winds up.
FAST Sponsor II LLC, our sponsor (the “Sponsor”),
our officers and directors (collectively with the Sponsor, the “Insiders”) have agreed to waive their redemption
rights with respect to their founder shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s
charter.
In the event of the liquidation of the trust account upon the failure
of the Company to consummate its initial business combination within the time period set forth in the Company’s charter, the Sponsor
has agreed to indemnify and hold harmless the Company against any and all loss, liability, claim, damage and expense whatsoever (including,
but not limited to, any and all legal or other expenses reasonably incurred in investigating, preparing or defending against any litigation,
whether pending or threatened) to which the Company may become subject as a result of any claim by (i) any third party (other than the
Company’s independent registered public accounting firm) for services rendered or products sold to the Company or (ii) any prospective
target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business
combination agreement (a “Target”); provided, however, that such indemnification of the Company by the Sponsor
(x) shall apply only to the extent necessary to ensure that such claims by a third party or a Target do not reduce the amount of funds
in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust
account as of the date of the liquidation of the trust account, if less than $10.00 per public share is then held in the trust account
due to reductions in the value of the trust assets, less taxes payable, (y) shall not apply to any claims by a third party or a Target
which executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) and
(z) shall not apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including
liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, we have not asked
the Sponsor to reserve for such indemnification obligations, nor have we independently verified whether the Sponsor has sufficient funds
to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of the Company. Therefore, we cannot
assure that the Sponsor would be able to satisfy those obligations.
Under the Delaware General Corporation Law (the “DGCL”),
stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a
dissolution. If the corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it
makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can
be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting
period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution
is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any
liability of the stockholder would be barred after the third anniversary of the dissolution.
However, because the Company will not be complying with Section 280
of the DGCL, Section 281(b) of the DGCL requires the Company to adopt a plan, based on facts known to the Company at such time
that will provide for our payment of all existing and pending claims or claims that may be potentially brought against the Company within
the subsequent ten years following our dissolution. However, because the Company is a blank check company, rather than an operating
company, and our operations have been limited to searching for prospective target businesses to acquire, the only likely claims to arise
would be from our vendors (such as lawyers, investment bankers, etc.) or prospective target businesses.
If the Extension Amendment Proposal is approved, such approval will
constitute consent for the Company to (i) remove from the trust account an amount (the “Withdrawal Amount”)
equal to the number of public shares properly redeemed multiplied by the per-share price, equal to the aggregate amount on deposit
in the trust account prior to such approval, including interest not previously released to the Company to pay its taxes, divided by the
number of then outstanding public shares and (ii) deliver to the holders of such redeemed public shares their portion of the Withdrawal
Amount. The remainder of such funds shall remain in the trust account and be available for use by the Company to complete a business combination
on or before the Extended Date or Additional Extended Date, as applicable. Holders of public shares who do not redeem their public shares
now will retain their redemption rights and their ability to vote on a business combination through the Extended Date or Additional Extended
Date, as applicable, if the Extension Amendment Proposal is approved.
Our Board has fixed the close of business on [●],
2023 as the date for determining the Company stockholders entitled to receive notice of and vote at the special meeting. Only record holders
of the Company’s common stock at the close of business on the record date are entitled to vote or have their votes cast at the special
meeting. A complete list of stockholders of record entitled to vote at the special meeting will be available for ten days before
the special meeting at the Company’s principal executive offices for inspection by stockholders during ordinary business hours for
any purpose germane to the special meeting.
On the record date, there were 22,233,687 outstanding shares of the
Company’s Class A common stock and 5,558,422 outstanding shares of the Company’s Class B common stock, which vote
together as a single class with respect to the Extension Amendment Proposal, the Founder Share Amendment Proposal, the Redemption Limitation
Amendment Proposal and the Adjournment Proposal. The Company’s warrants do not have voting rights in connection with the Extension
Amendment Proposal, the Founder Share Amendment Proposal, the Redemption Limitation Amendment Proposal or the Adjournment Proposal.
This proxy statement contains important information about the special
meeting and the proposals to be voted on at the special meeting. Please read it carefully and vote your shares.
TABLE OF CONTENTS
FORWARD-LOOKING STATEMENTS
The statements contained in this proxy statement that are not purely
historical are “forward-looking statements.” Our forward-looking statements include, but are not limited to, statements regarding
our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements
that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions,
are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,”
“estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,”
“potential,” “predict,” “project,” “should,” “would” and similar expressions
may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking
statements in this proxy statement may include, without limitation, statements about:
| ● | our ability to complete an initial business combination, whether
with Falcon’s or another company; |
| ● | the anticipated benefits of
an initial business combination; |
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● |
the possibility that we may be unable to obtain the requisite stockholder approval of the Extension Amendment Proposal, the Founder Share Amendment Proposal and the Redemption Limitation Amendment Proposal; |
| ● | our potential ability to obtain
additional financing, if needed, to complete a business combination; |
| ● | the trust account (as defined below) not being subject to
claims of third parties; |
| ● | the per-share redemption price; |
| ● | our executive officers and directors allocating their time
to other businesses and potentially having conflicts of interest with our business or in approving a business combination, as a result
of which they would then receive expense reimbursements or other benefits; and |
| ● | our financial performance, including the volatility of the market price and liquidity of the public
shares and other securities of the Company. |
The forward-looking statements contained in this proxy statement are
based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance
that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks,
uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially
different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited
to, those factors described under the heading “Risk Factors” and elsewhere in this proxy statement, and under the heading
“Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2021, our subsequently filed Quarterly
Reports on Form 10-Q, and any other documents filed by the Company with the SEC. Should one or more of these risks or uncertainties
materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these
forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise, except as may be required under applicable securities laws.
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING
These Questions and Answers are only summaries of the matters they
discuss. They do not contain all of the information that may be important to you. You should read carefully the entire proxy statement,
including the annexes to this proxy statement.
Why am I receiving this proxy statement?
This proxy statement and the enclosed proxy card are being sent to
you in connection with the solicitation of proxies by our Board for use at the special meeting, or at any adjournments 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 formed on December 30, 2020
for the purpose of entering into another merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar
business combination involving the Company and one or more businesses. On March 18, 2021, the Company consummated its initial public
offering (the “IPO”) of 22,233,687 units (the “units”), each consisting of one
share of Class A common stock (the “public shares”) and one-quarter of one redeemable warrant
(the “public warrants”) including the issuance of 2,233,687 units as a result of the exercise of the underwriters’
over-allotment option, at $10.00 per unit generating gross proceeds of approximately $222.3 million. Simultaneously with the closing of
the IPO, the Company consummated the sale of an aggregate of 4,297,825 private placement warrants (the “private placement
warrants”) at a price of $1.50 per warrant in a private placement to our Sponsor, generating gross proceeds to the Company
of approximately $6.45 million.
Following the closing of the IPO on March 18, 2021, an amount of
approximately $222.3 million ($10.00 per unit) from the net proceeds of the sale of the units in the IPO and the sale of the private placement
warrants was placed in the trust account, which was invested in U.S. government securities, within the meaning of Section 2(a)(16)
of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 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, until the earlier of: (a) the completion of the Company’s initial business
combination, (b) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s
charter, and (c) the redemption of the Company’s public shares if the Company is unable to complete the initial business combination
within the period provided in our charter. Like most blank check companies, our charter provides for the return of the IPO proceeds held
in the trust account to the holders of shares of common stock sold in the IPO if there is no qualifying business combination(s) consummated
on or before a certain date. In our case such certain date was initially March 18, 2023. Our Board has determined that it is in the
best interests of the Company to amend the charter to extend the date we have to consummate a business combination to either the Extended
Date or Additional Extended Date, as applicable, in order to allow the Company more time to complete a business combination, whether with
Falcon’s or another company. Therefore, our Board is submitting the proposals described in this proxy statement for the stockholders
to vote upon.
What is being voted on?
You are being asked to vote on the Extension Amendment Proposal, the
Founder Share Amendment Proposal, the Redemption Limitation Amendment Proposal and, if presented, the Adjournment Proposal. The proposals
are described below:
| 1. | The Extension Amendment Proposal: to amend our charter
to extend the date by which the Company must consummate a business combination from March 18, 2023 (the date which is 24 months
from the closing date of the IPO) to April 18, 2023 (the date that is 25 months from the closing date of the IPO), and to allow
the Company, without another stockholder vote, by resolution of the Company’s Board, to elect to further extend the Extended Date
in one-month increments up to [●] additional times, or a total of up to [●] months after the Current Outside Date, until
[●] 18, 2023, unless the closing of a business combination should have occurred prior thereto. |
|
2. |
The Founder Share Amendment Proposal: to amend our charter to provide for the right of a holder of Class B Common Stock of the Company to convert into Class A Common Stock on a one-for-one basis prior to the closing of a business combination at the election of the holder. |
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3. |
The Redemption Limitation Amendment Proposal: to amend our charter to delete: (i) the limitation that the Company shall not consummate a business combination if it would cause the Company’s net tangible assets to be less than $5,000,001; and (ii) the limitation that the Company shall not redeem public shares (as defined below) that would cause the Company’s net tangible assets to be less than $5,000,001 following such redemptions (the “Redemption Limitation Amendment Proposal”); |
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4. |
The Adjournment 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 to approve the Extension Amendment Proposal, Founder Share Amendment Proposal, or Redemption Limitation Amendment Proposal or if we determine that additional time is necessary to effectuate the Extension. |
What are the purposes of the Extension Amendment Proposal, the
Founder Share Amendment Proposal, the Redemption Limitation Amendment Proposal and the Adjournment Proposal?
The sole purpose of the Extension Amendment Proposal is to allow us
additional time to complete the proposed transactions (the “Business Combination”) contemplated by that Agreement
and Plan of Merger, dated as of July 11, 2022 (as amended by that Amendment No. 1 to Agreement and Plan of Merger, dated September 13,
2022, and as it may be further amended, the “Merger Agreement”), by and among us, Falcon’s Beyond Global,
LLC, a Florida limited liability company (“Falcon’s”), Falcon’s Beyond Global, Inc., a Delaware
corporation and a wholly owned subsidiary of Falcon’s (“Pubco”), and Palm Merger Sub LLC, a Delaware limited
liability company and a wholly owned subsidiary of Pubco (“Merger Sub”), or another merger, capital stock exchange,
asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more businesses (a
“business combination”). For more information about the Business Combination, see our Current Reports on Form 8-K
filed with the SEC on July 12, 2022 and September 16, 2022.
The purpose of the Founder Share Amendment is to allow conversion of
the founder shares at any time prior to a business combination. This flexibility may aid the Company in retaining investors and meeting
continued listing requirements necessary to continue to pursue a business combination.
The purpose of the Redemption Limitation Amendment Proposal is to eliminate
the requirement that the Company have at least $5,000,001 in tangible net assets (as determined in accordance with Rule 3a51-1(g)(1) under
the Securities and Exchange Act of 1934, as amended) in order to consummate a business combination.
The purpose of the Adjournment Proposal is to allow the Company to
adjourn the special meeting to a later date or dates if we determine that additional time is necessary to permit further solicitation
and vote of proxies in the event that there are insufficient votes to approve the Extension Amendment Proposal, Founder Share Amendment
Proposal, or Redemption Limitation Amendment Proposal or if we determine that additional time is necessary to effectuate the Extension.
If the Extension Amendment Proposal is approved and the Extension Amendment
becomes effective, prior to filing an amendment to the charter with the Secretary of State of the State of Delaware to effectuate the
Extension, the Company shall deposit $[●] from the Company’s working capital account
into the trust account (as defined below). In addition, if the Extension Amendment Proposal is approved and the Extension Amendment becomes
effective, in the event that we have not consummated an initial business combination (as defined below) by April 18, 2023, without
approval of our public stockholders (as defined below), we may, by resolution of the Board, if requested by the Sponsor, and upon [●]
days’ advance notice prior to the Extended Date or Additional Extended Date, as applicable, extend the Extended Date up to [●]
additional times until [●] 18, 2023, or a total of up to [●]
months after the Current Outside Date, provided that we deposit into the trust account, for each such additional month, $[●]
at the beginning of each month, for an aggregate deposit of up to $[●] (if all additional
extensions are exercised).
Approval of the Extension Amendment Proposal is a condition to the
implementation of the Extension. In addition, unless the Redemption Limitation Amendment Proposal is approved, the Company will not proceed
with the Extension if the number of redemptions of our public shares causes the Company to have less than $5,000,001 of net tangible assets
following approval of the Extension Amendment Proposal, which condition may not be waived by the Board.
If the Extension is implemented, such approval will constitute consent
for the Company to remove the Withdrawal Amount from the trust account, deliver to the holders of redeemed public shares their portion
of the Withdrawal Amount and retain the remainder of the funds in the trust account for the Company’s use in connection with consummating
a business combination on or before the Extended Date or Additional Extended Date, as applicable.
Approval of the Extension Amendment Proposal is also a condition to
approval of the Founder Share Amendment Proposal and Redemption Limitation Amendment Proposal.
If any of the Extension Amendment Proposal, the Founder Share Amendment
Proposal and the Redemption Limitation Amendment Proposal is approved and the Extension Amendment, Founder Share Amendment or Redemption
Limitation Amendment is implemented, the removal of the Withdrawal Amount from the trust account will reduce the amount held in the trust
account following the Election. The Company cannot predict the amount that will remain in the trust account after such withdrawal if
any of the Extension Amendment Proposal, the Founder Share Amendment Proposal and the Redemption Limitation Amendment Proposal is approved
and the amount remaining in the trust account may be only a fraction of the $[●] (including interest but less the funds used to
pay taxes) that was in the trust account as of the record date. In such event, the Company may still seek to obtain additional funds
to complete a business combination, and there can be no assurance that such funds will be available on terms acceptable to the parties
or at all.
If the Extension Amendment Proposal is not approved and the Company
does not consummate an initial business combination by the Current Outside Date, in accordance with our charter, the Company will (i)
cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days
thereafter subject to lawfully available funds therefor, redeem 100% of the outstanding public shares in consideration of a per-share
price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the trust account, including
interest not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), by (B)
the total number of then outstanding public shares, which redemption will completely extinguish rights of the public stockholders (including
the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible
following such redemption, subject to the approval of the remaining stockholders and the Board in accordance with applicable law, dissolve
and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and other
requirements of applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will
expire worthless if we fail to complete an initial business combination by the Current Outside Date.
The Adjournment Proposal will only be presented at the special meeting
if there are not sufficient votes to approve the Extension Amendment Proposal, the Founder Share Amendment Proposal or the Redemption
Limitation Amendment Proposal or if we determine that additional time is necessary to effectuate the Extension.
The Insiders have agreed to waive its redemption rights with respect
to its founder shares and public shares in connection with a stockholder vote to approve an amendment to the charter.
Why is the Company proposing the Extension Amendment Proposal,
the Founder Share Amendment Proposal, the Redemption Limitation Amendment Proposal and the Adjournment Proposal?
The Company’s charter provides for the return of the IPO
proceeds held in the trust account to the holders of shares of common stock sold in the IPO if there is no qualifying business
combination(s) consummated within the Current Outside Date. Our Board currently believes that there will not be sufficient time
for the Company to complete a business combination by the Current Outside Date. Accordingly, the Company has determined to seek
stockholder approval to extend the Current Outside Date to the Extended Date or Additional Extended Date, as applicable.
The sole purpose of the Extension Amendment Proposal is to provide
the Company with sufficient time to complete the Business Combination or another business combination, which our Board believes is in
the best interest of our stockholders. The Company believes that given the Company’s expenditure of time, effort and money on pursuing
the Business Combination and searching for potential business combination opportunities, circumstances warrant providing public stockholders
an opportunity to consider an initial business combination.
The purpose of the Founder Share Amendment is to allow conversion of
the founder shares at any time prior to a business combination. This flexibility may aid the Company in retaining investors and meeting
continued listing requirements necessary to continue to pursue a business combination.
The purpose of the Redemption Limitation Amendment Proposal is to eliminate
the requirement that the Company have at least $5,000,001 in tangible net assets (as determined in accordance with Rule 3a51-1(g)(1) under
the Securities and Exchange Act of 1934, as amended) in order to consummate a business combination.
The purpose of the Adjournment Proposal is to allow the Company to
adjourn the special meeting to a later date or dates if we determine that additional time is necessary to permit further solicitation
and vote of proxies in the event that there are insufficient votes to approve the Extension Amendment Proposal, the Founder Share Amendment
Proposal or the Redemption Limitation Amendment Proposal or if we determine that additional time is necessary to effectuate the Extension.
Accordingly, our Board is proposing the Extension Amendment Proposal, the Founder Share Amendment Proposal or the Redemption Limitation
Amendment Proposal and, if necessary, the Adjournment Proposal to extend the Company’s corporate existence until the Extended Date
or Additional Extended Date, as applicable.
You are not being asked to vote on any proposed business combination
at this time. If any of Extension Amendment Proposal, the Founder Share Amendment Proposal or the Redemption Limitation Amendment Proposal
are adopted and the Extension Amendment, Founder Share Amendment or Redemption Limitation Amendment is implemented and you do not elect
to redeem your public shares now, you will retain the right to vote on any proposed business combination when and if one is submitted
to the public stockholders (provided that you are a stockholder on the record date for a meeting to consider a business combination)
and the right to redeem your public shares for a pro rata portion of the trust account in the event a proposed business combination is
approved and completed or the Company has not consummated a business combination by the Extended Date or Additional Extended Date, as
applicable.
Why should I vote “FOR” the Extension Amendment
Proposal?
Our Board believes stockholders will benefit from the Company consummating
a business combination and is proposing the Extension Amendment Proposal to extend the date by which the Company must complete a business
combination until the Extended Date or Additional Extended Date, as applicable. The Extension would give the Company the opportunity to
complete a business combination, which our Board believes in the best interests of the stockholders.
Our charter provides that if our stockholders approve an amendment
to our charter that would affect the substance or timing of the Company’s obligation to redeem 100% of the Company’s public
shares if the Company does not complete a business combination by the Current Outside Date, the Company will provide our public stockholders
with the opportunity to redeem all or a portion of their shares of common stock upon such approval at a per-share price, payable
in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the trust account, including interest
not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), by (B) the total
number of then outstanding public shares. This charter provision was 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 business combination in the timeframe
contemplated by the charter. The Company also believes, however, that given the Company’s expenditure of time, effort and money
on pursuing a business combination, including the fact that we have entered into the Merger Agreement with respect to the Business Combination,
circumstances warrant providing those who believe they might find a business combination to be an attractive investment with an opportunity
to consider such transaction.
Our Board recommends that you vote “FOR” the Extension
Amendment Proposal, but expresses no opinion as to whether you should redeem your public shares.
Why should I vote “FOR” the Founder Share Amendment
Proposal?
Our Board believes that our stockholders will benefit from providing
the ability to convert the founder shares at any time prior to a business combination. This flexibility may aid the Company in retaining
investors and meeting continued listing requirements necessary to continue to pursue a business combination.
Our Board recommends that you vote “FOR” the Founder
Share Amendment Proposal, but expresses no opinion as to whether you should redeem your public shares.
Why should I vote “FOR” the Redemption Limitation
Amendment Proposal?
Our Board believes that our stockholders will benefit from the Company
consummating the Business Combination. We are proposing the Redemption Limitation Amendment Proposal to delete: (i) the limitation that
the Company shall not consummate a business combination if it would cause the Company’s net tangible assets to be less than $5,000,001;
and (ii) the limitation that the Company shall not redeem public shares (as defined below) that would cause the Company’s net tangible
assets to be less than $5,000,001 following such redemptions. If the Redemption Limitation Amendment Proposal is not approved and there
are significant requests for redemption (including as a result of the Redemption Limitation Amendment Proposal) such that the Company’s
net tangible assets would be less than $5,000,001 upon the consummation of the Business Combination, we would be unable to consummate
the Business Combination even if all contractual conditions to closing the Business Combination are met.
Our Board recommends that you vote “FOR” the Redemption
Limitation Amendment Proposal, but expresses no opinion as to whether you should redeem your public shares.
Why should I vote “FOR” the Adjournment Proposal?
If the Adjournment Proposal is presented and not approved by our stockholders,
our Board may not be able to adjourn the special meeting to a later date proxies in the event that there are insufficient votes to approve
the Extension Amendment Proposal, the Founder Share Amendment Proposal or the Redemption Limitation Amendment Proposal or if we determine
that additional time is necessary to effectuate the Extension.
Our Board recommends that you vote “FOR” the Adjournment
Proposal.
How do the Company insiders intend to vote their shares?
The Insiders and their respective affiliates are expected to vote any
common stock over which they have voting control (including any public shares owned by them) in favor of the proposals. The Insiders are
not entitled to redeem the founder shares or any public shares held by them. On the record date, the Sponsor beneficially owned and was
entitled to vote 5,558,422 founder shares, which represents 20.0% of the Company’s issued and outstanding common stock. Accordingly,
in addition to the founder shares, the Company will only need 12,506,449 public shares (or approximately 56.3% of the outstanding public
shares) to be voted in favor of the Extension Amendment Proposal, the Founder Share Amendment Proposal and the Redemption Limitation Amendment
Proposal to approve such proposal.
In addition, the Company’s Insiders or advisors and Falcon’s
directors and officers, or any of their respective affiliates, may purchase public shares in privately negotiated transactions or in the
open market prior to or following the special meeting, although they are under no obligation to do so. Such public shares purchased by
the Company or our Sponsor would be (a) purchased at a price no higher than the redemption price for the public shares, which is
currently estimated to be $[●] per share and (b) would not be (i) voted by the Insiders or their respective affiliates
at the special meeting and (ii) redeemable by the Insiders or their respective affiliates. Any such purchases that are completed
after the record date for the special meeting may include an agreement with a selling stockholder that such stockholder, for so long as
it remains the record holder of the shares in question, will vote in favor of the Extension Amendment Proposal, the Founder Share Amendment
Proposal and the Redemption Limitation Amendment Proposal and/or will not exercise its redemption rights with respect to the shares 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 and to reduce the number of public shares that are redeemed.
In the event that such purchases do occur, the purchasers may seek to purchase shares from stockholders who would otherwise have voted
against the Extension Amendment Proposal, the Founder Share Amendment Proposal or the Redemption Limitation Amendment Proposal 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. Any public shares held by or subsequently
purchased by our affiliates may be voted in favor of the Extension Amendment Proposal, the Founder Share Amendment Proposal and the Redemption
Limitation Amendment Proposal. None of the Insiders, advisors or their respective affiliates may make any such purchases when they are
in possession of any material nonpublic information not disclosed to the seller or during a restricted period under Regulation M
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Does the Board recommend voting for the approval of the Extension
Amendment Proposal, the Founder Share Amendment Proposal, the Redemption Limitation Amendment Proposal and, if presented, the Adjournment
Proposal?
Yes. After careful consideration of the terms and conditions of the
proposals, the Board has determined that the Extension Amendment Proposal, the Founder Share Amendment Proposal, the Redemption Limitation
Amendment Proposal and, if presented, the Adjournment Proposal, are in the best interests of the Company and its stockholders. The Board
unanimously recommends that stockholders vote “FOR” the Extension Amendment Proposal, the Founder Share Amendment Proposal,
the Redemption Limitation Amendment Proposal and, if presented, the Adjournment Proposal.
What vote is required to adopt the Extension Amendment Proposal,
the Founder Share Amendment Proposal and the Redemption Limitation Amendment Proposal?
Approval of each of the Extension Amendment Proposal, the Founder Share
Amendment Proposal and the Redemption Limitation Amendment Proposal will require the affirmative vote of holders of at least 65% of the
Company’s outstanding Class A common stock and Class B common stock, voting together as a single class, including those
shares held as a constituent part of our units, on the record date. As of the date of this proxy statement, the Company’s founder
shares represent approximately 20.0% of the Company’s outstanding common stock. Accordingly, in addition to the founder shares,
the Company will only need 12,506,449 public shares (or approximately 56.3% of the outstanding public shares) to be voted in favor of
the Extension Amendment Proposal, the Founder Share Amendment Proposal and the Redemption Limitation Amendment Proposal to approve each
such proposal.
If any of the Extension Amendment Proposal, the Founder Share Amendment
Proposal and the Redemption Limitation Amendment Proposal are approved and any of the Extension Amendment, the Founder Share Amendment
and the Redemption Limitation Amendment become effective, any holder of public shares may redeem all or a portion of their public shares
at a per-share price, payable in cash, equal to the number of public shares properly redeemed multiplied by the per-share price,
equal to the aggregate amount on deposit in the trust account prior to such approval, including interest not previously released to the
Company to pay its taxes, divided by the number of then outstanding public shares. However, unless the Redemption Limitation Amendment
Proposal is approved, the Company may not redeem our public shares in an amount that would cause our net tangible assets to be less than
$5,000,001.
What vote is required to adopt the Adjournment Proposal?
If presented, the Adjournment Proposal requires the affirmative vote
of the majority of the votes cast by stockholders represented in person (including virtually) or by proxy at the special meeting.
What happens if I sell my public shares or units before
the special meeting?
The [●], 2023 record
date is earlier than the date of the special meeting. If you transfer your public shares, including those shares held as a constituent
part of our units, after the record date, but before the special meeting, unless the transferee obtains from you a proxy to vote those
shares, you will retain your right to vote at the special meeting. If you transfer your public shares prior to the record date, you will
have no right to vote those shares at the special meeting. If you acquired your public shares after the record date, you will still have
an opportunity to redeem them if you so decide.
What if I don’t want to vote for the Extension Amendment
Proposal, the Founder Share Amendment Proposal, the Redemption Limitation Amendment Proposal and/or the Adjournment Proposal?
If you do not want the Extension Amendment Proposal, the Founder Share
Amendment Proposal or the Redemption Limitation Amendment Proposal to be approved, you must abstain, not vote or vote against the proposal.
If any of the Extension Amendment Proposal, the Founder Share Amendment Proposal and the Redemption Limitation Amendment Proposal is approved
and the Extension Amendment, Founder Share Amendment or Redemption Limitation Amendment is implemented, then the Withdrawal Amount will
be withdrawn from the trust account and paid to the redeeming holders.
If you do not want the Adjournment Proposal to be approved, you must
vote against the proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established but
will have no effect on the outcome of the Adjournment Proposal. The Adjournment Proposal will only be presented to our stockholders proxies
in the event that there are insufficient votes to approve the Extension Amendment Proposal, the Founder Share Amendment Proposal or the
Redemption Limitation Amendment Proposal or if we determine that additional time is necessary to effectuate the Extension.
Will you seek any further extensions to liquidate the trust account?
Other than the extension until the Extended Date or Additional Extended
Date, as applicable, as described in this proxy statement, the Company does not currently anticipate seeking any further extension to
consummate its initial business combination, although it may determine to do so in the future.
What happens if the Extension Amendment Proposal is not approved?
If the Extension Amendment Proposal is not approved and the Company
does not consummate an initial business combination by the Current Outside Date, in accordance with our charter, the Company will (i)
cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days
thereafter subject to lawfully available funds therefor, redeem 100% of the outstanding public shares in consideration of a per-share
price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the trust account, including
interest not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), by (B)
the total number of then outstanding public shares, which redemption will completely extinguish rights of the public stockholders (including
the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible
following such redemption, subject to the approval of the remaining stockholders and the Board in accordance with applicable law, dissolve
and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and other
requirements of applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will
expire worthless if we fail to complete an initial business combination by the Current Outside Date.
If the Extension Amendment Proposal is approved, what happens
next?
If the Extension Amendment Proposal is approved and the Extension Amendment
becomes effective, the Company will continue to attempt to consummate an initial business combination until the Extended Date or Additional
Extended Date, as applicable, whether with Falcon’s or with another company.
We are seeking the Extension Amendment to provide us more time to complete
the Business Combination. Our efforts to complete the Business Combination will involve:
| ● | completing proxy materials; |
| ● | establishing a meeting and record date for considering the
Business Combination and distributing proxy materials to stockholders; and |
| ● | holding a special meeting of stockholders to consider the
Business Combination. |
We are seeking approval of the Extension Amendment Proposal because
we will not be able to complete all of the tasks listed above prior to the Current Outside Date. If the Extension Amendment Proposal is
approved, we expect to seek stockholder approval of the Business Combination. If stockholders approve the Business Combination, we expect
to consummate the Business Combination as soon as possible following such stockholder approval.
If the Extension Amendment Proposal is approved, the Company will file
an amendment to the charter with the Secretary of State of the State of Delaware in the form of Annex A hereto.
The Company will remain a reporting company under the Exchange Act, and its units, public shares, and public warrants will remain
publicly traded.
If the Extension Amendment Proposal is approved and the Extension Amendment
becomes effective, the removal of the Withdrawal Amount from the trust account will reduce the amount remaining in the trust account and
increase the percentage interest of the Company’s common stock held by our Sponsor through the founder shares.
If the Extension Amendment Proposal is approved and the Extension Amendment
becomes effective, prior to filing an amendment to the charter with the Secretary of State of the State of Delaware to effectuate the
Extension, the Company shall deposit $[●] from the Company’s working capital account
into the trust account. In addition, if the Extension Amendment Proposal is approved and the Extension Amendment becomes effective, in
the event that we have not consummated an initial business combination by April 18, 2023, without approval of our public stockholders,
we may, by resolution of the Board, if requested by the Sponsor, and upon [●] days’
advance notice prior to the Extended Date or Additional Extended Date, as applicable, extend the Extended Date up to [●]
additional times until [●] 18, 2023, or a total of up to [●]
months after the Current Outside Date, provided that we deposit into the trust account, for each such additional month, $[●]
at the beginning of each month, for an aggregate deposit of up to $[●] (if all additional
extensions are exercised).
How are the funds in the trust account currently being held?
With respect to the regulation of special purpose acquisition companies
like us (“SPACs”), on March 30, 2022, the SEC issued proposed rules (the “SPAC Rule Proposals”)
relating to, among other items, 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.
There is currently uncertainty concerning the applicability of the
Investment Company Act to a SPAC. It is possible that a claim could be made that we have been operating as an unregistered investment
company, including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act, based on the current views of the SEC.
While the funds in the trust account have, since the Company’s IPO, been held only in U.S. government securities within the
meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or money market
funds meeting certain conditions of Rule 2a-7 of the Investment Company Act, to mitigate the risk of being viewed as operating as
an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act), we may,
in our discretion, on or prior to the 24-month anniversary of the effective date of the registration statement relating to our IPO, or
March 15, 2023, instruct Continental Stock Transfer & Trust Company, the trustee with respect to the trust account, to liquidate
the U.S. government securities or money market funds held in the trust account and thereafter to hold all funds in the trust account
in cash or a bank deposit account until the earlier of consummation of our initial business combination or our liquidation. Interest on
bank deposit accounts is variable and such accounts currently yield interest of approximately [3.0]% per annum. Following a liquidation
of the trust account assets, if we are unable to achieve more than minimal interest, on the funds held in the trust account, the dollar
amount our public stockholders would otherwise receive upon any redemption or liquidation of the Company would be less than if the assets
in the trust account remained in U.S. government securities or money market funds. This means that the amount available for redemption
may not increase in the future, and those stockholders who elect not to redeem their public shares in connection with the Extension Amendment
may receive no more than the same per share 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 have
received if they had redeemed their public shares in connection with the Extension Amendment.
In addition, even prior to the 24-month anniversary of the effective
date of the registration statement relating to our IPO, we may be deemed to be an investment company. The longer that the funds in the
trust account are held in short-term U.S. government securities or in money market funds invested exclusively in such securities,
even prior to the 24-month anniversary, there is a greater risk that we may be considered an unregistered investment company, in which
case we may be required to liquidate. For so long as the funds in the trust account are held in short-term U.S. government securities
or in money market funds invested exclusively in such securities, the risk that we may be considered an unregistered investment company
and required to liquidate is greater than that of a special purpose acquisition company that has elected to liquidate such investments
and to hold all funds in its trust account in cash or a bank deposit account. Accordingly, we may determine, in our discretion, to liquidate
the securities held in the trust account at any time, even prior to the 24-month anniversary, and instead hold all funds in the trust
account in cash or a bank deposit account, which may further reduce the dollar amount our public stockholders would receive upon any redemption
or our liquidation. For more information, see the section entitled “Risk Factors — 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, on or prior to the 24-month anniversary
of the effective date of the registration statement relating to our IPO, we may, in our discretion, instruct Continental Stock Transfer &
Trust Company to liquidate the securities held in the trust account and instead hold all funds in the trust account in cash or a bank
deposit account.”
If I do not redeem my shares now, would I still be
able to vote on an initial business combination and exercise my redemption rights with respect to an initial business combination?
Yes. If you do not redeem your shares in connection with the Extension
Amendment Proposal, the Founder Share Amendment Proposal or the Redemption Limitation Amendment Proposal, then, assuming you are a stockholder
as of the record date for voting on a business combination, you will be able to vote on the business combination when it is submitted
to stockholders. You will also retain your right to redeem your public shares upon consummation of a business combination, subject to
any limitations set forth in the charter, as amended.
When and where is the special meeting?
The special meeting will be held at [●]
[a.m./p.m.] Eastern Time, on [●], 2023, in virtual format. The Company’s stockholders
may attend, vote and examine the list of stockholders entitled to vote at the special meeting by visiting [●]
and entering the control number found on their proxy card, voting instruction form or notice included in their proxy materials. You may
also attend the special meeting telephonically by dialing [●] (toll-free within the United States
and Canada) or [●]( outside of the United States and Canada, standard rates apply).
The pin number for telephone access is [●], but please note that you will not be able
to vote or ask questions if you choose to participate telephonically. The special meeting will be held in virtual meeting format only.
You will not be able to attend the special meeting physically.
How do I attend the virtual special meeting, and will I
be able to ask questions?
If you are a registered stockholder, you received a proxy card from
the Company’s transfer agent, Continental Stock Transfer & Trust Company (“transfer agent”).
The form contains instructions on how to attend the virtual annual meeting including the URL address, along with your control number.
You will need your control number for access. If you do not have your control number, contact the transfer agent at the phone number or e-mail address
below. The transfer agent support contact information is as follows: [917-262-2373], or email proxy@continentalstock.com.
You can pre-register to attend the virtual meeting starting
[●], 2022 at [●] [a.m./p.m.] Eastern Time
(five business days prior to the special meeting date). Enter the URL address into your browser [●],
enter your control number, name and email address. Once you pre-register you can vote or enter questions in the chat box. At
the start of the special meeting you will need to re-log in using your control number and will also be prompted to enter your
control number if you vote during the special meeting.
Beneficial holders, who own their investments through a bank or broker,
will need to contact the transfer agent to receive a control number. If you plan to vote at the special meeting you will need to have
a legal proxy from your bank or broker or if you would like to join and not vote, the transfer agent will issue you a guest control number
with proof of ownership. Either way you must contact the transfer agent for specific instructions on how to receive the control number.
We can be contacted at the number or email address above. Please allow up to 72 hours prior to the special meeting for processing
your control number.
If you do not have internet capabilities, you can listen only to the
special meeting by dialing [●], within the U.S. and Canada, or [●]
(standard rates apply) outside the U.S. and Canada; when prompted enter the pin number [●].
This is listen only, you will not be able to vote or enter questions during the special meeting.
How do I vote?
If you are a holder of record of the Company’s common stock,
including those shares held as a constituent part of our units, you may vote virtually at the special meeting or by submitting a proxy
for the special meeting. Whether or not you plan to attend the special meeting virtually, the Company urges you to vote by proxy to ensure
your vote is counted. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage
paid envelope. You may still attend the special meeting and vote virtually if you have already voted by proxy.
If your shares of the Company’s common stock, including those
shares held as a constituent part of our units, are held in “street name” by a broker or other agent, you have the right to
direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the special meeting. However,
since you are not the stockholder of record, you may not vote your shares virtually at the special meeting unless you request and obtain
a valid proxy from your broker or other agent.
How do I change my vote?
If you have submitted a proxy to vote your shares and wish to change
your vote, you may do so by delivering a later-dated, signed proxy card prior to the date of the special meeting or by voting virtually
at the special meeting. Attendance at the special meeting alone will not change your vote. You also may revoke your proxy by sending a
notice of revocation to the Company at 109 Old Branchville Rd., Ridgefield, CT, 06877 so that it is received by the Company prior to the
vote at the special meeting.
How are votes counted?
Votes will be counted by the inspector of election appointed for the
special meeting, who will separately count “FOR” and “AGAINST” votes and abstentions for the
Extension Amendment Proposal, the Founder Share Amendment Proposal and the Redemption Limitation Amendment Proposal.
Because approval of each of the Extension Amendment Proposal, the Founder
Share Amendment Proposal or the Redemption Limitation Amendment Proposal requires the affirmative vote of the stockholders holding at
least 65% of the shares of Class A common stock and Class B common stock outstanding on the record date, voting together as
a single class, abstentions and failing to give your broker instructions on how to vote your shares will have the same effect as
votes “AGAINST” each of the Extension Amendment Proposal, the Founder Share Amendment Proposal and the Redemption Limitation
Amendment Proposal. As of the date of this proxy statement, the Company’s founder shares represent approximately 20.0% of the Company’s
outstanding common stock. Accordingly, in addition to the founder shares, the Company will only need 12,506,449 public shares (or approximately
56.3% of the outstanding public shares) to be voted in favor of the Extension Amendment Proposal, the Founder Share Amendment Proposal
and the Redemption Limitation Amendment Proposal to approve such proposals.
Approval of the Adjournment Proposal requires the affirmative vote
of the majority of the votes cast by stockholders represented in person (including virtually) or by proxy at the special meeting. Abstentions
and failing to give your broker instructions on how to vote your shares will have no effect on the Adjournment Proposal assuming
a quorum is present.
If my shares are held in “street name,” will my broker
automatically vote them for me?
No. Under the rules of NYSE, brokers who hold shares in “street
name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals
when they have not received instructions from beneficial owners. However, brokers are not permitted to exercise their voting discretion
with respect to the approval of matters that NYSE determines to be “non-routine” without specific instructions from the beneficial
owner. It is expected that all proposals to be voted on at the special meeting are “non-routine” matters and therefore, the
Company does not expect there to be any broker non-votes at the special meeting.
If you hold your shares in “street name” and you do not
instruct your bank, broker or other nominee on how to vote your shares, your bank, broker or other nominee will not vote your shares on
the Extension Amendment Proposal, the Founder Share Amendment Proposal, the Redemption Limitation Amendment Proposal or the Adjournment
Proposal. Accordingly, your bank, broker, or other nominee can vote your shares at the special meeting 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. If you
do not give your broker instructions, your shares will not be counted towards the quorum requirement and will not be voted, which will
have the same effect as a vote “AGAINST” the Extension Amendment Proposal, the Founder Share Amendment Proposal and
the Redemption Limitation Amendment Proposal and will have no effect on the Adjournment Proposal, assuming a quorum is present.
What is a quorum requirement?
A quorum of stockholders is necessary to hold a valid meeting. A quorum
will be present if at least a majority of the outstanding shares of common stock on the record date, including those shares held as a
constituent part of our units, are represented virtually or by proxy at the special meeting.
Your shares will be counted towards the quorum only if you submit a
valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote virtually at the special meeting.
Abstentions will be counted towards the quorum requirement. If there is no quorum, the presiding officer of the special meeting may adjourn
the special meeting to another date.
Who can vote at the special meeting?
Only holders of record of the Company’s common stock, including
those shares held as a constituent part of our units, at the close of business on [●],
2023, are entitled to have their vote counted at the special meeting and any adjournments or postponements thereof. On the record date,
22,233,687 public shares and 5,558,422 shares of Class B common stock were outstanding and entitled to vote.
Stockholder of Record: Shares Registered in Your Name. If
on the record date your shares or units were registered directly in your name with the Company’s transfer agent, Continental Stock
Transfer & Trust Company, then you are a stockholder of record. As a stockholder of record, you may vote virtually at the special
meeting or vote by proxy. Whether or not you plan to attend the special meeting virtually, the Company urges you to fill out and return
the enclosed proxy card to ensure your vote is counted.
Beneficial Owner: Shares Registered in the Name of a Broker or Bank. If
on the record date your shares or units were held, not in your name, but rather in an account at a brokerage firm, bank, dealer, or other
similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being
forwarded to you by that organization. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the
shares in your account. You are also invited to attend the special meeting virtually. However, since you are not the stockholder of record,
you may not vote your shares virtually at the special meeting unless you request and obtain a valid proxy from your broker or other agent.
What interests do the Company’s directors and executive
officers have in the approval of the Extension Amendment Proposal?
The Company’s directors and executive officers have interests
in the Extension Amendment Proposal that may be different from, or in addition to, your interests as a stockholder. These interests include
ownership by them or their affiliates of founder shares, and warrants that may become exercisable in the future, loans by them that will
not be repaid in the event of our winding up and the possibility of future compensatory arrangements. See the section entitled “The
Extension Amendment — Interests of the Company’s Directors and Officers.”
What if I object to the Extension Amendment Proposal,
the Founder Share Amendment Proposal, the Redemption Limitation Amendment Proposal and/or the Adjournment Proposal? Do I have appraisal
rights?
Stockholders do not have appraisal rights in connection with the Extension
Amendment Proposal, the Founder Share Amendment Proposal, the Redemption Limitation Amendment Proposal or, if presented, the Adjournment
Proposal under the DGCL.
What happens to the Company’s warrants if the Extension
Amendment Proposal is not approved?
If the Extension Amendment Proposal is not approved and the Company
does not consummate an initial business combination by the Current Outside Date, in accordance with our charter, the Company will (i)
cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days
thereafter subject to lawfully available funds therefor, redeem 100% of the outstanding public shares in consideration of a per-share
price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the trust account, including
interest not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), by (B)
the total number of then outstanding public shares, which redemption will completely extinguish rights of the public stockholders (including
the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible
following such redemption, subject to the approval of the remaining stockholders and the Board in accordance with applicable law, dissolve
and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and other
requirements of applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will
expire worthless if we fail to complete an initial business combination by the Current Outside Date.
What happens to the Company warrants if the Extension Amendment
Proposal is approved?
If the Extension Amendment Proposal is approved and the Extension Amendment
becomes effective, the Company will continue its efforts to consummate a business combination until the Extended Date or Additional Extended
Date, as applicable, 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 redeem my public shares?
If the Extension is implemented, each public stockholder may seek to
redeem all or a portion of his or her public shares at a per-share price, payable in cash, equal to the number of public shares
properly redeemed multiplied by the per-share price, equal to the aggregate amount on deposit in the trust account prior to
such approval, including interest not previously released to the Company to pay its taxes, divided by the number of then outstanding public
shares. You will also be able to redeem your public shares in connection with any stockholder vote to approve a business combination,
or if the Company has not consummated a business combination by the Extended Date or Additional Extended Date, as applicable.
Pursuant to our charter, a public stockholder may request that the
Company redeem all or a portion of such public stockholder’s public shares for cash if the any of the Extension Amendment Proposal,
the Founder Share Amendment Proposal and the Redemption Limitation Amendment Proposal is approved and the Extension Amendment, Founder
Share Amendment or Redemption Limitation Amendment is implemented. You will be entitled to receive cash for any public shares to be redeemed
only if you:
| (i) | (a) hold public shares or (b) hold public shares
through units and you elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption
rights with respect to the public shares; and |
| (ii) | prior to 5:00 p.m. Eastern Time, on [●], 2023 (two business
days prior to the scheduled vote at the special meeting), (a) submit a written request, including the name, phone number, and address
of the beneficial owner of the shares for which redemption is requested, to Continental Stock Transfer & Trust Company, the
Company’s transfer agent, at Continental Stock Transfer & Trust Company, 1 State Street, 30th Floor, New York,
New York 10004, that the Company redeem your public shares for cash and (b) deliver your public shares to the transfer agent,
physically or electronically through The Depository Trust Company (“DTC”). |
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 its own name, the holder must contact the transfer agent directly
and instruct it to do so. Public stockholders may elect to redeem all or a portion of their public shares regardless of whether
they vote for or against the Extension Amendment Proposal, the Founder Share Amendment Proposal and the Redemption Limitation Amendment
Proposal and regardless of whether they hold public shares on the record date.
If you hold your shares through a bank or broker, you must ensure your
bank or broker complies with the requirements identified herein, including submitting a written request that your shares be redeemed for
cash to the transfer agent and delivering your shares to the transfer agent prior to 5:00 p.m. Eastern Time on [●], 2023 (two business
days before the scheduled vote at the special meeting). You will only be entitled to receive cash in connection with a redemption of these
shares if you continue to hold them until the effective date of the Extension Amendment, Founder Share Amendment or Redemption Limitation
Amendment (as applicable) and Election.
Through DTC’s DWAC (Deposit/Withdrawal at Custodian) System,
this electronic delivery process can be accomplished by the stockholder, whether or not it is a record holder or its shares are held in
“street name,” by contacting the transfer agent or its broker and requesting delivery of its shares through the DWAC system.
Delivering shares physically may take significantly longer. In order to obtain a physical stock certificate, a stockholder’s broker
and/or clearing broker, DTC, and the Company’s transfer agent will need to act together to facilitate this request. There is a nominal
cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC
system. The transfer agent will typically charge the tendering broker $100 and the broker would determine whether or not to pass this
cost on to the redeeming holder. It is the Company’s understanding that stockholders should generally allot at least two weeks
to obtain physical certificates from the transfer agent. The Company does not have any control over this process or over the brokers or
DTC, and it may take longer than two weeks to obtain a physical stock certificate. Such stockholders will have less time to make
their investment decision than those stockholders that deliver their shares through the DWAC system. Stockholders who request physical
stock certificates and wish to redeem may be unable to meet the deadline for tendering their shares before exercising their redemption
rights and thus will be unable to redeem their shares.
Certificates that have not been tendered in accordance with these procedures
prior to the vote on the Extension Amendment Proposal, the Founder Share Amendment Proposal and the Redemption Limitation Amendment Proposal
will not be redeemed for cash held in the trust account. In the event that a public stockholder tenders its shares and decides prior to
the vote at the special meeting that it does not want to redeem its shares, the stockholder may withdraw the tender. If you delivered
your shares for redemption to our transfer agent and decide prior to the vote at the special meeting not to redeem your public shares,
you may request that our transfer agent return the shares (physically or electronically). You may make such request by contacting our
transfer agent at the address listed above. In the event that a public stockholder tenders shares and the Extension Amendment Proposal
is not approved, these shares will not be redeemed and the physical certificates representing these shares will be returned to the stockholder
promptly following the determination that the Extension Amendment Proposal will not be approved. The Company anticipates that a public
stockholder who tenders shares for redemption in connection with the vote to approve the Extension would receive payment of the redemption
price for such shares soon after the completion of the Extension Amendment. The transfer agent will hold the certificates of public stockholders
that make the election until such shares are redeemed for cash or returned to such stockholders.
If I am a unitholder, can I exercise redemption rights
with respect to my units?
No. Holders of outstanding units must separate the underlying public
shares and public warrants (as defined below) prior to exercising redemption rights with respect to the public shares.
If you hold units registered in your own name, you must deliver the
certificate for such units to Continental Stock Transfer & Trust Company, our transfer agent, with written instructions to separate
such units into public shares, and public warrants. This must be completed far enough in advance to permit the mailing of the public share
certificates back to you so that you may then exercise your redemption rights upon the separation of the public shares from the units.
See “How do I redeem my public shares?” above.
What should I do if I receive more than one set of
voting materials?
You may receive more than one set of voting materials, including multiple
copies of this proxy statement and multiple proxy cards or voting instruction cards, if your shares are registered in more than one name
or are registered in different accounts. For example, if you hold your shares in more than one brokerage account, you will receive a separate
voting instruction card for each brokerage account in which you hold shares. Please complete, sign, date and return each proxy card and
voting instruction card that you receive in order to cast a vote with respect to all of your shares of common stock.
Who is paying for this proxy solicitation?
The Company will pay for the entire cost of soliciting proxies. The
Company has engaged Morrow Sodali LLC (“Morrow Sodali”) to assist in the solicitation of proxies for the special
meeting. The Company has agreed to pay Morrow Sodali a fee of $[●]. The Company will also
reimburse Morrow Sodali for reasonable and customary out-of-pocket expenses. In addition to these mailed proxy materials, our
directors and executive officers may also solicit proxies in person, by telephone or by other means of communication. These parties will
not be paid any additional compensation for soliciting proxies. The Company may also reimburse brokerage firms, banks and other agents
for the cost of forwarding proxy materials to beneficial owners.
Where do I find the voting results of the special meeting?
We will announce preliminary voting results at the special meeting.
The final voting results will be tallied by the inspector of election and published in the Company’s Current Report on Form 8-K, which
the Company is required to file with the SEC within four business days following the special meeting.
Who can help answer my questions?
If you have questions about the proposals or if you need additional
copies of the proxy statement or the enclosed proxy card you should contact the Company’s proxy solicitor at:
Morrow Sodali LLC
333 Ludlow Street, 5th Floor, South Tower
Stamford, CT 06902
Individuals call toll-free (800) 662-5200
Banks and brokers call (203) 658-9400
Email: [●]
You may also obtain additional information about the Company from
documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”
RISK
FACTORS
You
should consider carefully all of the risks described in our Annual Report on Form 10-K filed with the SEC on March 29, 2022,
any subsequent Quarterly Report on Form 10-Q filed with the SEC and in the other reports we file with the SEC before making a decision
to invest in our securities. Furthermore, if any of the following events occur, our business, financial condition and operating results
may be materially adversely affected or we could face liquidation. In that event, the trading price of our securities could decline,
and you could lose all or part of your investment. The risks and uncertainties described in the aforementioned filings and below are
not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material,
may also become important factors that adversely affect our business, financial condition and operating results or result in our liquidation.
A
new 1% U.S. federal excise tax could be imposed on us in connection with redemptions by us of our shares or our liquidation.
On
August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022 (the “IR Act”),
which, among other things, imposes a 1% excise tax on the fair market value of stock repurchased by “covered corporations”
beginning in 2023, with certain exceptions (the “Excise Tax”). The Excise Tax is imposed on the repurchasing
corporation itself, not its stockholders from which the stock is repurchased. Because we are a Delaware corporation and our securities
are trading on NYSE, we are a “covered corporation” for this purpose. The amount of the Excise Tax is generally 1% of the
fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the Excise Tax, repurchasing
corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases
during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of Treasury has been given
authority to provide regulations and other guidance to carry out, and prevent the abuse or avoidance of the Excise Tax. On December 27,
2022, the U.S. Department of Treasury issued Notice 2023-2 (the “Notice”), which provides interim guidance
addressing the application of the Excise Tax. Under the Notice, liquidating distributions are exempt from the Excise Tax. In addition,
redemptions may also be exempt if they occur in the same year as the liquidation. However, the U.S. Department of Treasury has yet to
promulgate proposed or final regulations for the Excise Tax
As
described under “Proposal No. 1 — The Extension Amendment Proposal — Redemption Rights,” if the Current
Outside Date (currently March 18, 2023) is extended, our public stockholders will have the right to require us to redeem their public
shares. Because any redemption that occurs as a result of the Extension would occur after December 31, 2022, we may be subject to the
excise tax as a result of any redemptions in connection with the Extension. Additionally, if our stockholders approve the Extension,
then any future redemption or other repurchase that we make may be subject to the excise tax. Whether and to what extent we would be
subject to the excise tax would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases
in connection with our initial business combination, (ii) the structure of the business combination, (iii) the nature and amount of any
“PIPE” or other equity issuances in connection with the business combination (or otherwise issued not in connection with
the business combination but issued within the same taxable year of the business combination), (iv) if we fail to timely consummate a
business combination and/or liquidate in a taxable year following a redemption of shares and (v) the content of regulations and other
future guidance from the U.S. Department of the Treasury. In addition, because the excise tax would be payable by us, and not by the
redeeming holder, the excise tax may be payable on redemptions in connection with the Extension, which would reduce the cash available
on hand to complete a business combination and limit our ability to complete a business combination.
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, on or prior to the 24-month anniversary of the effective date of the registration
statement relating to our IPO, we may instruct Continental Stock Transfer & Trust Company to liquidate the securities held in
the trust account and instead hold all funds in the trust account in cash or a bank deposit account.
On
March 30, 2022, the SEC issued the SPAC Rule Proposals, relating, among other things, to circumstances in which SPACs such as us
could potentially be subject to the Investment Company Act and the regulations thereunder. The SPAC Rule Proposals would provide a safe
harbor for such companies from the definition of “investment company” under Section 3(a)(1)(A) of the Investment
Company Act, provided that a SPAC satisfies certain criteria. To comply with the duration limitation of the proposed safe harbor, a SPAC
would have a limited time period to announce and complete a de-SPAC transaction. Specifically, to comply with the safe harbor, the SPAC
Rule Proposals would require a company to file a report on Form 8-K announcing that it has entered into an agreement with a target
company for an initial business combination no later than 18 months after the effective date of the registration statement for its
initial public offering. The company would then be required to complete its initial business combination no later than 24 months
after the effective date of the registration statement for its initial public offering. As indicated above, we completed our IPO in March
2021 and have operated as a blank check company searching for a target business with which to consummate an initial business combination
since such time (or approximately [22] months after the effective date of our IPO, as of the date of this proxy statement).
There
is currently uncertainty concerning the applicability of the Investment Company Act to a SPAC. It is possible that a claim could be made
that we have been operating as an unregistered investment company, including under the subjective test of Section 3(a)(1)(A) of the Investment
Company Act, based on the current views of the SEC. 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 worthless.
The funds in the trust account have, since our IPO, been held only
in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds investing solely in U.S. government
treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act. As of [●], 2023, amounts
held in the trust account included approximately $[●] of accrued interest. To mitigate the risk of us being deemed to have been
operating as an unregistered investment company under the Investment Company Act, we may, in our discretion, on or prior to the 24-month
anniversary of the effective date of the registration statement relating to our IPO, or March 15, 2023, instruct Continental Stock
Transfer & Trust Company, the trustee with respect to the trust account, to liquidate the U.S. government treasury obligations
or money market funds held in the trust account and thereafter to hold all funds in the trust account in cash or in a bank deposit account
until the earlier of the consummation of a business combination or our liquidation. Interest on bank deposit accounts is variable and
such accounts currently yield interest of approximately [3.0]% per annum. Following such liquidation of the assets in our trust account,
if we are unable to achieve more than minimal interest, on the funds held in the trust account, the dollar amount our public stockholders
would otherwise receive upon any redemption or liquidation of the Company would be less than if the assets in the trust account had remained
in U.S. government securities or money market funds. This means that the amount available for redemption may not increase in the
future, and those stockholders who elect not to redeem their public shares in connection with the Extension Amendment may receive no
more than the same per share 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 have received if they had
redeemed their public shares in connection with the Extension Amendment.
In
addition, even prior to the 24-month anniversary of the effective date of the registration statement relating to our IPO, we may be deemed
to be an investment company. The longer that the funds in the trust account are held in short-term U.S. government securities or
in money market funds invested exclusively in such securities, even prior to the 24-month anniversary, there is a greater risk that we
may be considered an unregistered investment company, in which case we may be required to liquidate. For so long as the funds in the
trust account are held in short-term U.S. government securities or in money market funds invested exclusively in such securities, the
risk that we may be considered an unregistered investment company and required to liquidate is greater than that of a special purpose
acquisition company that has elected to liquidate such investments and to hold all funds in its trust account in cash (i.e., in one or
more bank accounts). Accordingly, we may determine, in our discretion, to liquidate the securities held in the trust account at any time,
even prior to the 24-month anniversary, and instead hold all funds in the trust account in cash, which would further reduce the dollar
amount our public stockholders would receive upon any redemption or our liquidation.
There
are no assurances that the Extension will enable us to complete the Business Combination.
Approving
the Extension involves a number of risks. Even if the Extension is approved, the Company can provide no assurances that the Business
Combination will be consummated prior to the Extended Date or the Additional Extended Date, as applicable. Our ability to consummate
the 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 Business Combination following the SEC declaring a registration statement on Form
S-4 relating to the Business Combination effective, which will include our preliminary proxy statement/prospectus for the Business Combination.
The Registration Statement has not been filed publicly and has not been declared effective by the SEC yet, and the Company cannot complete
the Business Combination unless the Registration Statement is declared effective. As of the date of this proxy statement, the Company
cannot estimate when, or if, the SEC will declare the Registration Statement effective.
We
are required to offer stockholders the opportunity to redeem shares in connection with the Extension Amendment, and we will be required
to offer stockholders redemption rights again in connection with any shareholder vote to approve the Business Combination. Even if the
Extension or the Business Combination are approved by our stockholders, it is possible that redemptions will leave us with insufficient
cash to consummate the Business Combination on commercially acceptable terms, or at all.
Furthermore, the completion of the Business Combination is subject
to a number of additional important conditions, and the Merger Agreement may be terminated before the completion of the Business Combination
in accordance with its terms. As a result, there is no assurance that the Business Combination will be completed. If these conditions
are not satisfied or, if the Merger Agreement is otherwise terminated by either party, it may be difficult for us to find another target
and complete an initial business combination even if the Current Outside Date is extended.
The ability of our public stockholders to exercise redemption
rights if any of the Extension Amendment Proposal, the Founder Share Amendment Proposal and the Redemption Limitation Amendment Proposal
is approved and the Extension Amendment, Founder Share Amendment or Redemption Limitation Amendment is implemented with respect to a large
number of our public shares may adversely affect the liquidity of our securities.
Pursuant to our charter, 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 Extension Amendment Proposal,
the Founder Share Amendment Proposal and the Redemption Limitation Amendment Proposal is approved and the Extension Amendment, Founder
Share Amendment or Redemption Limitation Amendment is implemented. The ability of our public stockholders to exercise such redemption
rights with respect to a large number of our public shares may adversely affect the liquidity of our Class A common stock. As a result,
you may be unable to sell your shares of Class A common stock even if the per-share market price is higher than the per-share redemption
price paid to public stockholders that elect to redeem their public shares.
The NYSE may delist our securities from trading on its exchange
following redemptions by our stockholders in connection with approval of the Extension Amendment Proposal, the Founder Share Amendment
Proposal or the Redemption Limitation Amendment Proposal , which could limit investors’ ability to make transactions in our securities
and subject us to additional trading restrictions.
Our
Class A common stock, units and warrants are listed on the NYSE. After the special meeting, we may be required to demonstrate compliance
with the NYSE’s continued listing requirements in order to maintain the listing of our securities on the NYSE. Such continued listing
requirements for our securities include:
| ● | maintaining
an average aggregate global market capitalization of at least $50,000,000 or an average aggregate global market capitalization attributable
to our publicly-held shares of Class A common stock of at least $40,000,000, such publicly-held shares of Class A common stock excluding
Class A common stock held by our directors, officers, or their immediate families and other concentrated holdings of ten percent or greater,
in each case measured over thirty consecutive trading days; |
| ● | our
securities not falling below the following distribution criteria: |
| ● | 300
public stockholders; or |
| ● | 1,200
total stockholders and average monthly trading volume of 100,000 shares of Class A common
stock, for the most recent 12 months; or |
| ● | 600,000
publicly-held shares of Class A common stock; and |
| ● | consummating
an initial business combination within the time period specified in our charter |
Additionally,
we expect that if our Class A common stock fails to meet the NYSE’s continued listing requirements, our units and warrants will
fail to meet the NYSE’s continued listing requirements for those securities. We cannot assure you that any of our Class A common
stock, units or warrants will be able to meet any of the NYSE’s continued listing requirements following the Special Meeting and
any related stockholder redemptions of our shares of Class A common stock. If our securities do not meet the NYSE’s continued listing
requirements, the NYSE may delist our securities from trading on its exchange.
If
the NYSE delists any of our securities from trading on its exchange and we are not able to list such securities on another national securities
exchange, we expect such securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material
adverse consequences, including:
| ● | a
limited availability of market quotations for our securities; |
| ● | reduced
liquidity for our securities; |
| ● | a
determination that our Class A common stock is a “penny stock” which will require brokers trading in our Class A common stock
to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our
securities; |
| ● | a
limited amount of news and analyst coverage; and |
| ● | a
decreased ability to issue additional securities or obtain additional financing in the future. |
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 Class A common stock, units and warrants qualify
as covered securities under such statute. Although the states are preempted from regulating the sale of covered securities, the federal
statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity,
then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used
these powers to prohibit or restrict the sale of securities issued by SPACs, certain state securities regulators view blank check companies
unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in
their states. Further, if we were no longer listed on the NYSE, 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.
THE
SPECIAL MEETING
Date,
Time, Place and Purpose of the Special Meeting
The
special meeting will be held at [●] [a.m/p.m.] Eastern Time, on [●], 2023. The special meeting will be held virtually,
at [●]. At the special meeting, the stockholders will consider and vote upon the following proposals.
| 1. | The
Extension Amendment Proposal: to amend our charter to extend the date by which the Company
must consummate a business combination from March 18, 2023 (the date which is 24 months
from the closing date of the IPO), to April 18, 2023 (the date that is 25 months
from the closing date of the IPO), and to allow the Company, without another stockholder
vote, by resolution of the Company’s Board, to elect to further extend the Extended
Date in one-month increments up to [●] additional times, or a total of up to [●]
months after the Current Outside Date, until [●] 18, 2023, unless the closing of a
business combination should have occurred prior thereto. |
|
2. |
The Founder Share Amendment Proposal: to amend our charter to provide for the right of a holder of Class B common stock of the Company to convert into Class A common stock on a one-to-one basis prior to the closing of a business combination at the election of the holder. |
|
3. |
The Redemption Limitation Amendment Proposal: to amend our charter to delete: (i) the limitation that the Company shall not consummate a business combination if it would cause the Company’s net tangible assets to be less than $5,000,001; and (ii) the limitation that the Company shall not redeem public shares (as defined below) that would cause the Company’s net tangible assets to be less than $5,000,001 following such redemptions. |
|
4. |
The Adjournment 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 to approve the Extension Amendment Proposal, the Founder Share Amendment Proposal and the Redemption Limitation Amendment Proposal or if we determine that additional time is necessary to effectuate the Extension. |
If any of the Extension Amendment Proposal, the Founder Share Amendment
Proposal or the Redemption Limitation Amendment Proposal is approved and the Extension Amendment, the Founder Share Amendment or the Redemption
Limitation Amendment becomes effective, prior to filing an amendment to the charter with the Secretary of State of the State of Delaware
to effectuate the Extension, the Company shall deposit $[●] from the Company’s working capital account into the trust account
(as defined below). In addition, if the Extension Amendment Proposal is approved and the Extension Amendment becomes effective, in the
event that we have not consummated an initial business combination (as defined below) by April 18, 2023, without approval of our
public stockholders (as defined below), we may, by resolution of the Board, if requested by the Sponsor, and upon [●] days’
advance notice prior to the Extended Date or Additional Extended Date, as applicable, extend the Extended Date up to [●] additional
times until [●] 18, 2023, or a total of up to [●] months after the Current Outside Date, provided that we deposit into the
trust account, for each such additional month, $[●] at the beginning of each month (the “Monthly Deposit”),
for an aggregate deposit of up to $[●] (if all additional extensions are exercised).
Approval of the Extension Amendment Proposal is a condition to the
implementation of the Extension. In addition, unless the Redemption Limitation Amendment Proposal is approved, the Company will not proceed
with the Extension if the number of redemptions of our public shares causes the Company to have less than $5,000,001 of net tangible assets
following approval of the Extension Amendment Proposal, which condition may not be waived by the Board.
Voting
Power; Record Date
You
will be entitled to vote or direct votes to be cast at the special meeting if you owned our common stock, including as a constituent
part of a unit, at the close of business on [●], 2023, the record date for the special meeting. You will have one vote per share
for each share of common stock you owned at that time. Our warrants do not carry voting rights.
At
the close of business on the record date, there were 27,792,109 outstanding shares of common stock, each of which entitles its holder
to cast one vote per share. The warrants do not carry voting rights.
Votes
Required
Votes
will be counted by the inspector of election appointed for the special meeting, who will separately count “FOR” and
“AGAINST” votes and abstentions.
Approval of each of the Extension Amendment Proposal, the Founder Share
Amendment Proposal and the Redemption Limitation Amendment Proposal requires the affirmative vote of holders of at least 65% of the Company’s
Class A common stock and Class B common stock, voting together as a single class, outstanding on the record date. Abstentions
and failing to give your broker instructions on how to vote your shares will have the same effect as votes “AGAINST”
the Extension Amendment Proposal, the Founder Share Amendment Proposal and the Redemption Limitation Amendment Proposal. As of the date
of this proxy statement, the Company’s founder shares represent approximately 20.0% of the Company’s outstanding common stock.
Accordingly, in addition to the founder shares, the Company will only need 12,506,449 public shares (or approximately 56.3% of the outstanding
public shares) to be voted in favor of the Extension Amendment Proposal, the Founder Share Amendment Proposal and the Redemption Limitation
Amendment Proposal to approve such proposal.
Approval
of the Adjournment Proposal requires the affirmative vote of the majority of the votes cast by stockholders represented in person (including
virtually) or by proxy at the special meeting. Abstentions and failing to give your broker instructions on how to vote your shares will
have no effect on the Adjournment Proposal assuming a quorum is present.
Voting
You
can vote your shares at the special meeting by proxy or virtually.
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 vote 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 by telephone or over the Internet (if those options are available to you) in accordance with
the instructions on the enclosed proxy card or voting instruction card.
If
you complete the proxy card and mail it in the envelope provided or submit your proxy by telephone or over the Internet as described
above, you will designate [●] to act as your proxy at the special meeting. One of them will then vote your shares at the special
meeting in accordance with the instructions you have given them in the proxy card or voting instructions, as applicable, with respect
to the proposals presented in this proxy statement. Proxies will extend to, and be voted at, any adjournment(s) of the special meeting.
Alternatively,
you can vote your shares in person by attending the special meeting virtually.
A
special note for those who plan to attend the special meeting and vote virtually: if your shares or units are held in the name of a broker,
bank or other nominee, please follow the instructions you receive from your broker, bank or other nominee holding your shares. You will
not be able to vote at the special meeting unless you obtain a legal proxy from the record holder of your shares.
Our Board is asking for your proxy. Giving our 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 any 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 be voted “FOR”
the Extension Amendment Proposal, the Founder Share Amendment Proposal and the Redemption Limitation Amendment Proposal and, if presented,
the Adjournment Proposal, and as the proxy holders may determine in their discretion with respect to any other matters that may properly
come before the special meeting.
Stockholders
who have questions or need assistance in completing or submitting their proxy cards should contact our proxy solicitor, Morrow Sodali,
at (203) 658-9400 (call collect), (800) 662-5200 (call toll-free), or by sending an email to [●].
Stockholders
who hold their shares in “street name,” meaning the name of a broker or other nominee who is the record holder, must either
direct the record holder of their shares to vote their shares or obtain a legal proxy from the record holder to vote their shares at
the special meeting.
Revocability
of Proxies
Any
proxy may be revoked by the person giving it at any time before the polls close at the special meeting. A proxy may be revoked by filing
with the Company at 109 Old Branchville Rd., Ridgefield, CT, 06877, either a written notice of revocation bearing a date later than the
date of such proxy or a subsequent proxy relating to the same shares or by attending the special meeting and voting virtually.
Simply
attending the special meeting will not constitute a revocation of your proxy. If your shares are held in the name of a broker or other
nominee who is the record holder, you must follow the instructions of your broker or other nominee to revoke a previously given proxy.
Attendance
at the Special Meeting
Only
holders of common stock, their proxy holders and guests the Company may invite may attend the special meeting. If you wish to attend
the special meeting virtually but you hold your shares or units through someone else, such as a broker, please follow the instructions
you receive from your broker, bank or other nominee holding your shares. You must bring a legal proxy from the broker, bank or other
nominee holding your shares, confirming your beneficial ownership of the shares and giving you the right to vote your shares.
Solicitation
of Proxies
Your
proxy is being solicited by our Board on the proposals being presented to the stockholders at the special meeting. The Company has agreed
to pay Morrow Sodali a fee of $[●]. The Company will also reimburse Morrow Sodali for reasonable and customary out-of-pocket expenses.
In addition to these mailed proxy materials, our directors and executive officers may also solicit proxies in person, by telephone or
by other means of communication. These parties will not be paid any additional compensation for soliciting proxies. The Company may also
reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners. You may contact Morrow
Sodali at:
Morrow
Sodali LLC
333 Ludlow Street, 5th Floor, South Tower
Stamford, CT 06902
Individuals call toll-free (800) 662-5200
Banks and brokers call (203) 658-9400
Email: [●]
The
cost of preparing, assembling, printing and mailing this proxy statement and the accompanying form of proxy, and the cost of soliciting
proxies relating to the special meeting, will be borne by the Company.
Some
banks and brokers have customers who beneficially own common stock listed of record in the names of nominees. The Company intends to
request banks and brokers to solicit such customers and will reimburse them for their reasonable out-of-pocket expenses for
such solicitations. If any additional solicitation of the holders of our outstanding common stock is deemed necessary, the Company (through
our directors and executive officers) anticipates making such solicitation directly.
No
Right of Appraisal
The
Company’s stockholders do not have appraisal rights under the DGCL in connection with the proposals to be voted on at the special
meeting. Accordingly, our stockholders have no right to dissent and obtain payment for their shares.
Other
Business
The
Company is not currently aware of any business to be acted upon at the special meeting other than the matters discussed in this proxy
statement. The form of proxy accompanying this proxy statement confers discretionary authority upon the named proxy holders with respect
to amendments or variations to the matters identified in the accompanying Notice of Special Meeting and with respect to any other matters
which may properly come before the special meeting. If other matters do properly come before the special meeting, or at any adjournment(s) of
the special meeting, the Company expects that the shares of common stock represented by properly submitted proxies will be voted by the
proxy holders in accordance with the recommendations of our Board.
Principal
Executive Offices
Our
principal executive offices are located at 109 Old Branchville Rd., Ridgefield, CT, 06877. Our telephone number at such address is (201)
956-1969.
PROPOSAL
NO. 1 — THE EXTENSION AMENDMENT PROPOSAL
Background
We
are a blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization
or similar business combination involving the Company and one or more businesses. We were incorporated in Delaware on December 30, 2020.
On January 6, 2021, our Sponsor paid $25,000, or approximately $0.004 per share, to cover certain of our offering costs in consideration
of 5,750,000 founder shares.
On
March 18, 2021, we consummated our IPO of 22,233,687 units, including 2,233,687 units issued to the underwriters based on the exercise
of their over-allotment option. Each unit consists of one share of Class A common stock and one-fourth of one redeemable
public warrant, with each whole warrant entitling the holder thereof to purchase one share of Class A common stock for $11.50 per
share. The units were sold at a price of $10.00 per unit, generating gross proceeds of approximately $222.3 million.
Simultaneously
with the consummation of the IPO, we completed the private sale of an aggregate of 4,297,825 private placement warrants to our Sponsor
at a purchase price of $1.50 per private placement warrant, generating gross proceeds of approximately $6.45 million.
As previously announced, we entered into the Merger Agreement on July
11, 2022 (which was subsequently amended by that Amendment No. 1 to Agreement and Plan of Merger, dated September 13, 2022). Pursuant
to the Merger Agreement, the parties agreed, subject to the terms and conditions of the Merger Agreement, to effect the Business Combination.
The Board currently believes that there will not be sufficient time before March 18, 2023 to complete the Business Combination. Accordingly,
the Board believes that in order to be able to consummate the Business Combination, we will need to obtain the Extension Amendment. Without
the Extension Amendment, we believe that we will not be able to complete the Business Combination on or before March 18, 2023. If
that were to occur, we would be precluded from completing the Business Combination and would be forced to liquidate even if our stockholders
are otherwise in favor of consummating the Business Combination. For more information about the Business Combination, see our Current
Reports on Form 8-K filed with the SEC on July 12, 2022 and September 16, 2022.
The
Extension Amendment
The
Company is proposing to amend its charter to extend the date by which the Company must consummate a business combination to the Extended
Date or Additional Extended Date, as applicable.
The
sole purpose of the Extension Amendment Proposal is to provide the Company with sufficient time to complete an initial business combination.
Approval of the Extension Amendment Proposal is a condition to the implementation of the Extension.
If
the Extension Amendment Proposal is not approved and the Company has not consummated an initial business combination by the Current Outside
Date, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not
more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the outstanding public shares in
consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit
in the trust account, including interest not previously released to the Company to pay its taxes (less up to $100,000 of interest to
pay dissolution expenses), by (B) the total number of then outstanding public shares, which redemption will completely extinguish rights
of the public stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and
(iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Board
in accordance with applicable law, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law
to provide for claims of creditors and other requirements of applicable law. There will be no redemption rights or liquidating distributions
with respect to our warrants, which will expire worthless if we fail to complete an initial business combination by the Current Outside
Date.
A
copy of the proposed amendment to the Company’s charter is attached to this proxy statement as Annex A.
Reasons
for the Proposal
The
charter provides that the Company has until the Current Outside Date to complete a business combination.
The
sole purpose of the Extension Amendment Proposal is to provide the Company with sufficient time to complete the proposed Business Combination
contemplated by the Merger Agreement or another initial business combination, which our Board believes is in the best interest of our
stockholders. For more information about the Business Combination, see our Current Reports on Form 8-K filed with the SEC on July
12, 2022 and September 16, 2022. The Company believes that given the Company’s expenditure of time, effort and money on searching
for potential business combination opportunities, including the fact that we have entered into the Merger Agreement, circumstances warrant
providing public stockholders an opportunity to consider an initial business combination. Accordingly, since the Company does not anticipate
being able to complete an initial business combination by the Current Outside Date, the Company has determined to seek stockholder approval
to extend the time for closing a business combination beyond the Current Outside Date to the Extended Date or Additional Extended Date,
as applicable.
If
the Extension Amendment Proposal is Not Approved
Stockholder
approval of the Extension Amendment Proposal is required for the implementation of our Board’s plan to extend the date by which
we must consummate an initial business combination. Therefore, unless our stockholders approve the Extension Amendment Proposal, our
Board will abandon and not implement the Extension Amendment.
If
the Extension Amendment Proposal is not approved and the Company does not consummate an initial business combination by the Current Outside
Date, in accordance with our charter, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly
as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the
outstanding public shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the
aggregate amount then on deposit in the trust account, including interest not previously released to the Company to pay its taxes (less
up to $100,000 of interest to pay dissolution expenses), by (B) the total number of then outstanding public shares, which redemption
will completely extinguish rights of the public stockholders (including the right to receive further liquidating distributions, if any),
subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining
stockholders and the Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Company’s obligations
under Delaware law to provide for claims of creditors and other requirements of applicable law. There will be no redemption rights or
liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete an initial business combination
by the Current Outside Date.
The
holders of the founder shares have waived their rights to participate in any liquidation distribution with respect to such shares. There
will be no distribution from the trust account with respect to the Company’s warrants, which will expire worthless in the event
the Extension Amendment Proposal is not approved.
If
the Extension Amendment Proposal is Approved
If
the Extension Amendment Proposal is approved, the Company will file an amendment to the charter with the Secretary of State of the State
of Delaware in the form of Annex A hereto to extend the time it has to complete a business combination until the
Extended Date or Additional Extended Date, as applicable, whether with Falcon’s or with another company. The Company will remain
a reporting company under the Exchange Act, and its units, common stock and public warrants will remain publicly traded. The Company
will then continue to work to consummate a business combination by the Extended Date or Additional Extended Date, as applicable.
In
addition, if the Extension Amendment Proposal is approved and the Extension Amendment becomes effective, in the event that we have not
consummated an initial business combination by April 18, 2023, without approval of our public stockholders, we may, by resolution
of the Board, if requested by the Sponsor, and upon [●] days’ advance notice prior to the Extended Date or Additional Extended
Date, as applicable, extend the Extended Date up to [●] additional times until [●] 18, 2023, or a total of up to [●]
months after the Current Outside Date, provided that we deposit into the trust account, for each such additional month, $[●] at
the beginning of each month, for an aggregate deposit of up to $[●] (if all additional extensions are exercised).
You
are not being asked to vote on a business combination at this time. If the Extension is implemented and you do not elect to redeem your
public shares in connection with the Extension, you will retain the right to vote on a business combination when it is submitted to the
public stockholders (provided that you are a stockholder on the record date for a meeting to consider a business combination) and the
right to redeem your public shares for a pro rata portion of the trust account in the event a business combination is approved and completed
or the Company has not consummated a business combination by the Extended Date or Additional Extended Date, as applicable.
If the Extension Amendment Proposal is approved and the Extension is
implemented, the removal of the Withdrawal Amount from the trust account in connection with the Election will reduce the amount held in
the trust account following the Election. The Company cannot predict the amount that will remain in the trust account after such withdrawal
if the Extension Amendment Proposal is approved and the amount remaining in the trust account may be only a fraction of the $[●]
(including interest but less the funds used to pay taxes) that was in the trust account as of the record date. In such event, the Company
may still seek to obtain additional funds to complete a business combination, and there can be no assurance that such funds will be available
on terms acceptable to the parties or at all. Unless the Redemption Limitation Amendment Proposal is approved, we will not proceed with
the Extension if redemptions or repurchases of our public shares cause us to have less than $5,000,001 of net tangible assets following
approval of the Extension Amendment Proposal.
Redemption
Rights
If the Extension Amendment Proposal is approved, and the Extension
is implemented, public stockholders may elect to redeem their shares for a per-share price, equal to the aggregate amount on
deposit in the trust account prior to such approval, including interest not previously released to the Company to pay its taxes, divided
by the number of then outstanding public shares. However, unless the Redemption Limitation Amendment Proposal is approved, the Company
may not redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. If the Extension Amendment
Proposal is approved by the requisite vote of stockholders and the Extension Amendment becomes effective, the remaining holders of public
shares will retain the opportunity to have their public shares redeemed in conjunction with the consummation of a business combination,
subject to any limitations set forth in our charter, as amended. In addition, public stockholders who vote for the Extension Amendment
Proposal and do not make the Election would be entitled to have their shares redeemed for cash if the Company has not completed a business
combination by the Extended Date or Additional Extended Date, as applicable.
TO
EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST ENSURE YOUR BANK OR BROKER COMPLIES WITH THE REQUIREMENTS IDENTIFIED HEREIN, INCLUDING SUBMITTING
A WRITTEN REQUEST THAT YOUR SHARES BE REDEEMED FOR CASH TO THE TRANSFER AGENT AND DELIVERING YOUR SHARES TO THE TRANSFER AGENT PRIOR
TO 5:00 P.M. EASTERN TIME ON [●], 2023 (TWO BUSINESS DAYS BEFORE THE SCHEDULED VOTE AT THE SPECIAL MEETING). YOU WILL ONLY
BE ENTITLED TO RECEIVE CASH IN CONNECTION WITH A REDEMPTION OF THESE SHARES IF YOU CONTINUE TO HOLD THEM UNTIL THE EFFECTIVE DATE OF
THE EXTENSION AMENDMENT PROPOSAL AND THE ELECTION.
Pursuant
to our charter, a public stockholder may request that the Company redeem all or a portion of such public stockholder’s public shares
for cash if the Extension Amendment Proposal is approved and the Extension Amendment becomes effective. You will be entitled to receive
cash for any public shares to be redeemed only if you:
| (i) | (a) hold
public shares or (b) hold public shares through units and you elect to separate your
units into the underlying public shares and public warrants prior to exercising your redemption
rights with respect to the public shares; and |
| (ii) | prior
to 5:00 p.m. Eastern Time, on [●], 2023 (two business days prior to the
scheduled vote at the special meeting), (a) submit a written request, including the
name, phone number, and address of the beneficial owner of the shares for which redemption
is requested, to Continental Stock Transfer & Trust Company, the Company’s
transfer agent, at Continental Stock Transfer & Trust Company, 1 State Street,
30th Floor, New York, New York 10004, that the Company redeem your public
shares for cash and (b) deliver your public shares to the transfer agent, physically
or electronically through the Depository Trust Company (“DTC”). |
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 its
own name, the holder must contact the transfer agent directly and instruct it to do so. Public stockholders may elect to redeem
all or a portion of their public shares regardless of whether they vote for or against the Extension Amendment Proposal and regardless
of whether they hold public shares on the record date.
Through
DTC’s DWAC (Deposit/Withdrawal at Custodian) System, this electronic delivery process can be accomplished by the stockholder, whether
or not it is a record holder or its shares are held in “street name,” by contacting the transfer agent or its broker and
requesting delivery of its shares through the DWAC system. Delivering shares physically may take significantly longer. In order to obtain
a physical stock certificate, a stockholder’s broker and/or clearing broker, DTC, and the Company’s transfer agent will need
to act together to facilitate this request. There is a nominal cost associated with the above-referenced tendering process and the act
of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker
$100 and the broker would determine whether or not to pass this cost on to the redeeming holder. It is the Company’s understanding
that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. The Company
does not have any control over this process or over the brokers or DTC, and it may take longer than two weeks to obtain a physical
stock certificate. Such stockholders will have less time to make their investment decision than those stockholders that deliver their
shares through the DWAC system. Stockholders who request physical stock certificates and wish to redeem may be unable to meet the deadline
for tendering their shares before exercising their redemption rights and thus will be unable to redeem their shares. Certificates that
have not been tendered in accordance with these procedures prior to the vote on the Extension Amendment will not be redeemed for cash
held in the trust account on the redemption date. In the event that a public stockholder tenders its shares and decides prior to the
vote at the special meeting that it does not want to redeem its shares, the stockholder may withdraw the tender. If you delivered your
shares for redemption to our transfer agent and decide prior to the vote at the special meeting not to redeem your public shares, you
may request that our transfer agent return the shares (physically or electronically). You may make such request by contacting our transfer
agent at the address listed above. In the event that a public stockholder tenders shares and the Extension Amendment Proposal is not
approved, these shares will not be redeemed and the physical certificates representing these shares will be returned to the stockholder
promptly following the determination that the Extension Amendment Proposal will not be approved. The Company anticipates that a public
stockholder who tenders shares for redemption in connection with the vote to approve the Extension would receive payment of the redemption
price for such shares soon after the completion of the Extension Amendment. The transfer agent will hold the certificates of public stockholders
that make the election until such shares are redeemed for cash or returned to such stockholders.
If
properly demanded, the Company will redeem each public share for a per-share price, equal to the aggregate amount on deposit
in the trust account prior to such approval, including interest not previously released to the Company to pay its taxes, divided by the
number of then outstanding public shares. Based on the amount in the trust account as of the record date, this would amount to approximately
$[●] per share. The closing price of the common stock on NYSE on [●], 2023, the record date, was $[●]. Accordingly,
if the market price were to remain the same until the date of the special meeting, exercising redemption rights would result in a public
stockholder receiving approximately $[●] [more][less] than if such stockholder sold the public shares in the open market. The
Company cannot assure public stockholders that they will be able to sell their public shares in the open market, even if the market price
per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when such stockholders
wish to sell their shares.
If
you exercise your redemption rights, you will be exchanging your shares of the Company’s common stock for cash and will no longer
own the shares. You will be entitled to receive cash for these shares only if you properly demand redemption and tender your stock certificate(s) to
the Company’s transfer agent prior to 5:00 p.m. Eastern Time on [●], 2023 (two business days before the scheduled
vote at the special meeting). The Company anticipates that a public stockholder who tenders shares for redemption in connection with
the vote to approve the Extension Amendment would receive payment of the redemption price for such shares soon after the completion of
the Extension Amendment.
Interests
of the Company’s Directors and Executive Officers
When
you consider the recommendation of our Board, you should keep in mind that the Company’s executive officers and directors, and
their affiliates, have interests that may be different from, or in addition to, your interests as a stockholder. These interests include,
among other things:
| ● | If
the Extension Amendment Proposal is not approved and the Company does not consummate an initial business combination by the Current Outside
Date, in accordance with our charter, the 5,558,422 founder shares, which were acquired by our Sponsor directly from the Company for
an aggregate investment of $25,000, or approximately $0.004 per share, will be worthless (as the Insiders have waived liquidation rights
with respect to such shares). The founder shares had an aggregate market value of approximately $[●] based on the last sale price
of $[●] on NYSE on [●], 2023 (the record date). |
| ● | If
the Extension Amendment Proposal is not approved and the Company does not consummate an initial business combination by the Current Outside
Date, in accordance with the terms of the warrant agreement governing our warrants, the 4,297,825 private placement warrants purchased
by our Sponsor for an aggregate investment of approximately $6.45 million, or $1.50 per private placement warrant, will be worthless,
as they will expire. The private placement warrants had an aggregate market value of $[●] based on the last sale price of $[●]
for public warrants on NYSE on [●], 2023 (the record date). |
| ● | Even
if the trading price of the Class A common stock were as low as $1.16 per share, the aggregate market value of the founder shares
alone (without taking into account the value of the private placement warrants) would be approximately equal to the initial investment
in the Company by our Sponsor. As a result, if an initial business combination is completed, the Sponsor is likely to be able to make
a substantial profit on their investment in us even at a time when the Class A common stock has lost significant value. On the other
hand, if the Extension Amendment Proposal is not approved and the Company liquidates without completing its initial business combination
before March 18, 2023, the Sponsor will lose its entire investment in us. |
| ● | In
the event of the liquidation of the trust account upon the failure of the Company to consummate its initial business combination within
the time period set forth in the Company’s charter, our Sponsor has agreed to indemnify and hold harmless the Company against any
and all loss, liability, claim, damage and expense whatsoever to which the Company may become subject as a result of any claim by (i)
any third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold
to the Company or (ii) any Target; provided, however, that such indemnification of the Company by the Sponsor (x) shall apply only to
the extent necessary to ensure that such claims by a third party or a Target do not reduce the amount of funds in the trust account to
below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date
of the liquidation of the trust account, if less than $10.00 per public share is then held in the trust account due to reductions in
the value of the trust assets, less taxes payable, (y) shall not apply to any claims by a third party or a Target which executed a waiver
of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) and (z) shall not apply to
any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under
the Securities Act. |
| ● | All
rights specified in the charter relating to the right of officers and directors to be indemnified by the Company, and of the Company’s
executive officers and directors to be exculpated from monetary liability with respect to prior acts or omissions, will continue after
a business combination. If a business combination is not approved and the Company liquidates, the Company will not be able to perform
its obligations to its officers and directors under those provisions. |
| ● | All
of the current members of our Board are expected to continue to serve as directors at least through the date of the special meeting to
approve a business combination and some are expected to continue to serve following a business combination as discussed above and receive
compensation thereafter. |
| ● | The
Company’s executive officers and directors, and their affiliates are entitled to reimbursement of out-of-pocket expenses
incurred by them in connection with certain activities on the Company’s behalf, such as identifying and investigating possible
business targets and business combinations. However, if the Company fails to obtain the Extension and consummate a business combination,
they will not have any claim against the trust account for reimbursement. Accordingly, the Company may not be able to reimburse these
expenses if a business combination is not completed. |
Additionally,
if the Extension Amendment Proposal is approved and we consummate an initial business combination, our Sponsor, officers and directors
may have additional interests as will be described in the proxy statement for the business combination.
U.S. Federal
Income Tax Considerations
The
following discussion is a summary of certain U.S. federal income tax considerations for U.S. Holders and Non-U.S. Holders
(each as defined below, and together, “Holders”) of public shares (i) of the Extension Amendment Proposal
and (ii) that elect to have their public shares redeemed for cash if the Extension Amendment Proposal is approved. This section
applies only to Holders that hold their public shares as “capital assets” for U.S. federal income tax purposes (generally,
property held for investment). For purposes of this discussion, because the components of a unit are generally separable at the option
of the holder, the holder of a unit generally should be treated, for U.S. federal income tax purposes, as the owner of the underlying
public share and public warrant components of the unit, and the discussion below with respect to actual Holders of public shares also
should apply to holders of units (as the deemed owners of the underlying public shares and public warrants that constitute the units).
Accordingly, the separation of units into the public shares and public warrants underlying the units generally should not be a taxable
event for U.S. federal income tax purposes. This position is not free from doubt, and no assurance can be given that the U.S. Internal
Revenue Service (“IRS”) would not assert, or that a court would not sustain, a contrary position. Holders of
units are urged to consult their tax advisors concerning the U.S. federal, state, local and non-U.S. tax consequences
of the transactions contemplated by the Extension Amendment (including any redemption of the public shares in connection therewith) with
respect to any public shares held through the units (including alternative characterizations of the units).
This
discussion does not address the U.S. federal income tax consequences to our Sponsor or its affiliates, officers or directors, or
to any person of holding founder shares or private placement warrants. This discussion is limited to U.S. federal income tax considerations
and does not address any estate or gift tax considerations or considerations arising under the tax laws of any U.S. state or local
or non-U.S. jurisdiction. This discussion does not describe all of the U.S. federal income tax consequences that may be
relevant to you in light of your particular circumstances, including the alternative minimum tax, the Medicare tax on certain investment
income and the different consequences that may apply if you are subject to special rules under U.S. federal income tax law that
apply to certain types of investors, such as:
| ● | banks,
financial institutions or financial services entities; |
| ● | taxpayers
that are subject to the mark-to-market accounting rules with respect to the public shares; |
| ● | governments
or agencies or instrumentalities thereof; |
| ● | regulated
investment companies or real estate investment trusts; |
| ● | partnerships
(including entities or arrangements treated as partnerships for U.S. federal income tax purposes) or pass-through entities (including
S Corporations), or persons that will hold the public shares through such a partnership or pass-through entity; |
| ● | U.S. expatriates
or former long-term residents of the United States; |
| ● | persons
that actually or constructively own five percent or more (by vote or value) of the Company’s shares (except as specifically provided
below); |
| ● | persons
that acquired their public shares pursuant to an exercise of employee share options, in connection with employee share incentive plans
or otherwise as compensation; |
| ● | corporations
that are required to pay U.S. federal income tax on their adjusted financial statement income; |
| ● | persons
that hold their public shares as part of a straddle, constructive sale, hedge, wash sale, conversion or other integrated or similar transaction; |
| ● | U.S. Holders
(as defined below) whose functional currency is not the U.S. dollar; or |
| ● | “specified
foreign corporations” (including “controlled foreign corporations”), “passive foreign investment companies”
or corporations that accumulate earnings to avoid U.S. federal income tax. |
If
a partnership (or any entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds public shares,
the tax treatment of such partnership and a person treated as a partner of such partnership will generally depend on the status of the
partner and the activities of the partnership. Partnerships holding any public shares and persons that are treated as partners of such
partnerships should consult their tax advisors as to the particular U.S. federal income tax consequences to them of the Extension
Amendment Proposal and the exercise of their redemption rights with respect to their public shares in connection therewith.
This
discussion is based on the U.S. Internal Revenue Code of 1986, as amended (the “Code”), proposed, temporary
and final Treasury Regulations promulgated thereunder, and judicial and administrative interpretations thereof, all as of the date hereof.
All of the foregoing is subject to change, which change could apply retroactively and could affect the tax considerations described herein.
The
Company has not sought, and does not intend to seek, any rulings from the IRS as to any U.S. federal income tax considerations described
herein. There can be no assurance that the IRS will not take positions inconsistent with the considerations discussed below or that any
such positions would not be sustained by a court.
THIS
DISCUSSION IS ONLY A SUMMARY OF CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS ASSOCIATED WITH THE EXTENSION AMENDMENT PROPOSAL
AND THE EXERCISE OF REDEMPTION RIGHTS IN CONNECTION THEREWITH. EACH HOLDER SHOULD CONSULT ITS OWN TAX ADVISOR WITH RESPECT TO THE
PARTICULAR TAX CONSEQUENCES TO SUCH HOLDER OF THE EXTENSION AMENDMENT PROPOSAL AND THE EXERCISE OF REDEMPTION RIGHTS, INCLUDING THE APPLICABILITY
AND EFFECTS OF U.S. FEDERAL NON-INCOME, STATE AND LOCAL AND NON-U.S. TAX LAWS.
Tax
Treatment of Non-Redeeming Stockholders
A
public stockholder who does not elect to redeem its public shares (including any public stockholder who votes in favor of the Extension
Amendment) will continue to own its public shares, and will not recognize any income, gain or loss for U.S. federal income tax purposes
solely as a result of the Extension Amendment Proposal.
Tax
Treatment of Redeeming Stockholders
U.S. Holders
As
used herein, a “U.S. Holder” is a beneficial owner of a public share who or that is, for U.S. federal income tax
purposes:
| ● | an
individual who is a citizen or resident of the United States; |
| ● | a
corporation (or other entity that is treated as a corporation) that is created or organized (or treated as created or organized) in or
under the laws of the United States or any state thereof or the District of Columbia; |
| ● | an
estate whose income is subject to U.S. federal income tax regardless of its source; or |
| ● | a
trust if (1) a U.S. court can exercise primary supervision over the administration of such trust and one or more United States
persons have the authority to control all substantial decisions of the trust or (2) it has a valid election in place to be treated
as a United States person. |
Generally
The
U.S. federal income tax consequences to a U.S. Holder of public shares that exercises its redemption rights with respect to
its public shares to receive cash in exchange for all or a portion of its public shares will depend on whether the redemption qualifies
as a sale of public shares under Section 302 of the Code. If the redemption qualifies as a sale of public shares by a U.S. Holder,
the tax consequences to such U.S. Holder are as described below under the section entitled “— Taxation of Redemption
Treated as a Sale of Public Shares.” If the redemption does not qualify as a sale of public shares, a U.S. Holder will
be treated as receiving a corporate distribution with the tax consequences to such U.S. Holder as described below under the section
entitled “— Taxation of Redemption Treated as a Distribution.”
Whether
a redemption of public shares qualifies for sale treatment will depend largely on the total number of shares of the Company’s stock
treated as held by the redeemed U.S. Holder before and after the redemption (including any stock of the Company treated as constructively
owned by the U.S. Holder as a result of owning public warrants) relative to all of the stock of the Company outstanding both before
and after the redemption. The redemption of public shares generally will be treated as a sale of public shares (rather than as a corporate
distribution) if the redemption (1) is “substantially disproportionate” with respect to the U.S. Holder, (2) results
in a “complete termination” of the U.S. Holder’s interest in the Company or (3) is “not essentially
equivalent to a dividend” with respect to the U.S. Holder. These tests are explained more fully below.
In
determining whether any of the foregoing tests result in a redemption qualifying for sale treatment, a U.S. Holder takes into account
not only shares of the Company’s stock actually owned by the U.S. Holder, but also shares of the Company’s stock that
are constructively owned by it under certain attribution rules set forth in the Code. A U.S. Holder may constructively own, in addition
to stock owned directly, stock owned by certain related individuals and entities in which the U.S. Holder has an interest or that
have an interest in such U.S. Holder, as well as any stock that the holder has a right to acquire by exercise of an option, which
would generally include public shares which could be acquired pursuant to the exercise of public warrants.
In
order to meet the substantially disproportionate test, the percentage of the Company’s outstanding voting stock actually and constructively
owned by the U.S. Holder immediately following the redemption of public shares must, among other requirements, be less than 80%
of the percentage of the Company’s outstanding voting stock actually and constructively owned by the U.S. Holder immediately
before the redemption (taking into account redemptions by other holders of public shares). There will be a complete termination of a
U.S. Holder’s interest if either (1) all of the public shares actually and constructively owned by the U.S. Holder
are redeemed or (2) all of the public shares actually owned by the U.S. Holder are redeemed and the U.S. Holder is eligible
to waive, and effectively waives in accordance with specific rules, the attribution of stock owned by certain family members and the
U.S. Holder does not constructively own any other public shares (including any stock constructively owned by the U.S. Holder
as a result of owning public warrants). The redemption of public shares will not be essentially equivalent to a dividend if the redemption
results in a “meaningful reduction” of the U.S. Holder’s proportionate interest in the Company. Whether the redemption
will result in a meaningful reduction in a U.S. Holder’s proportionate interest in the Company will depend on the particular
facts and circumstances. However, the IRS has indicated in a published ruling that even a small reduction in the proportionate interest
of a small minority stockholder in a publicly held corporation where such stockholder exercises no control over corporate affairs may
constitute such a “meaningful reduction.”
If
none of the foregoing tests is satisfied, then the redemption of public shares will be treated as a corporate distribution to the redeemed
U.S. Holder and the tax effects to such a U.S. Holder will be as described below under the section entitled “— Taxation
of Redemption Treated as a Distribution.” After the application of those rules, any remaining tax basis of the U.S. Holder
in the redeemed public shares will be added to the U.S. Holder’s adjusted tax basis in its remaining shares of the Company’s
stock or, if it has none, to the U.S. Holder’s adjusted tax basis in its public warrants or possibly in other shares of the
Company’s stock constructively owned by it.
Taxation
of Redemption Treated as a Distribution
If
the redemption of a U.S. Holder’s public shares is treated as a corporate distribution, as discussed above under the section
entitled “— Generally,” the amount of cash received in the redemption generally will constitute a dividend
for U.S. federal income tax purposes to the extent paid from the Company’s current or accumulated earnings and profits, as
determined under U.S. federal income tax principles.
Distributions
in excess of the Company’s current and accumulated earnings and profits will constitute a return of capital that will be applied
against and reduce (but not below zero) the U.S. Holder’s adjusted tax basis in its public shares. Any remaining excess will
be treated as gain realized on the sale of public shares and will be treated as described below under the section entitled “— Taxation
of Redemption Treated as a Sale of Public Shares.”
Amounts
treated as dividends that the Company pays to a U.S. Holder that is a taxable corporation generally will qualify for the dividends
received deduction generally allowed to domestic corporations in respect of dividends received from other domestic corporations if the
requisite holding period is satisfied. Under tax laws currently in effect and subject to certain exceptions (including, but not limited
to, dividends treated as investment income for purposes of investment interest deduction limitations), and provided certain holding period
requirements are met, dividends paid to non-corporate U.S. Holders may constitute “qualified dividend income” that will
be subject to tax at the preferential tax rate accorded to long-term capital gains. It is unclear whether the redemption rights with
respect to public shares prevents a U.S. Holder from satisfying the applicable holding period requirements with respect to the dividends
received deduction or the preferential tax rate on qualified dividend income, as the case may be. If the holding period requirements
are not satisfied, then a U.S. Holder that is treated as a corporation for U.S. federal income tax purposes may not be able
to qualify for the dividends received deduction and would have taxable income equal to the entire dividend amount, and non-corporate
U.S. Holders may be subject to tax on such dividend at regular ordinary income tax rates instead of the preferential rate that applies
to qualified dividend income.
Taxation
of Redemption Treated as a Sale of Public Shares
If
the redemption of a U.S. Holder’s public shares is treated as a sale, as discussed above under the section entitled “— Generally,”
a U.S. Holder generally will recognize capital gain or loss in an amount equal to the difference between the amount of cash received
in the redemption and the U.S. Holder’s adjusted tax basis in the public shares redeemed. Any such capital gain or loss generally
will be long-term capital gain or loss if the U.S. Holder’s holding period for the public shares so disposed of exceeds one
year. Long-term capital gains recognized by non-corporate U.S. Holders generally will be eligible to be taxed at reduced
rates. The deductibility of capital losses is subject to limitations.
U.S. Holders
who hold different blocks of public shares (including as a result of holding different blocks of public shares purchased or acquired
on different dates or at different prices) should consult their tax advisors to determine how the above rules apply to them.
U.S. Holders
who actually or constructively own at least 5% by vote or value (or, if the public shares are not then considered to be publicly traded,
at least 1% by vote or value) or more of the total outstanding Company stock may be subject to special reporting requirements with respect
to a redemption of public shares, and such holders should consult with their tax advisors with respect to their reporting requirements.
ALL
U.S. HOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS AS TO THE TAX CONSEQUENCES TO THEM OF A REDEMPTION OF ALL OR A PORTION OF THEIR
PUBLIC SHARES PURSUANT TO AN EXERCISE OF REDEMPTION RIGHTS.
Information
Reporting and Backup Withholding
Payments
of cash to a U.S. Holder as a result of the redemption of public shares may be subject to information reporting to the IRS and possible
U.S. backup withholding. Backup withholding will not apply, however, to a U.S. Holder who furnishes a correct taxpayer identification
number and makes other required certifications, or who is otherwise exempt from backup withholding and establishes such exempt status.
Backup
withholding is not an additional tax. Amounts withheld as backup withholding may be credited against a U.S. Holder’s U.S. federal
income tax liability, and the U.S. Holder generally may obtain a refund of any excess amounts withheld under the backup withholding
rules by timely filing the appropriate claim for refund with the IRS and furnishing any required information.
Non-U.S. Holders
As
used herein, a “Non-U.S. Holder” is a beneficial owner of a public share who or that is, for U.S. federal
income tax purposes:
| ● | a non-resident alien
individual, other than certain former citizens and residents of the United States subject to U.S. tax as expatriates; |
| ● | a
foreign corporation; or |
| ● | an
estate or trust that is not a U.S. Holder. |
Generally
The
U.S. federal income tax consequences to a Non-U.S. Holder of public shares that exercises its redemption rights to receive
cash from the trust account in exchange for all or a portion of its public shares will depend on whether the redemption qualifies as
a sale of the public shares redeemed, as described above under “Tax Treatment of Redeeming Stockholders — U.S. Holders — Generally.”
If such a redemption qualifies as a sale of public shares, the U.S. federal income tax consequences to the Non-U.S. Holder
will be as described below under “— Taxation of Redemption Treated as a Sale of Public Shares.” If such
a redemption does not qualify as a sale of public shares, the Non-U.S. Holder will be treated as receiving a corporate distribution,
the U.S. federal income tax consequences of which are described below under “— Taxation of Redemption as a Distribution.”
Because
it may not be certain at the time a Non-U.S. Holder is redeemed whether such Non-U.S. Holder’s redemption will
be treated as a sale of shares or a corporate distribution, and because such determination will depend in part on a Non-U.S. Holder’s
particular circumstances, the applicable withholding agent may not be able to determine whether (or to what extent) a Non-U.S. Holder
is treated as receiving a dividend for U.S. federal income tax purposes. Therefore, the applicable withholding agent may withhold
tax at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty) on the gross amount of any consideration
paid to a Non-U.S. Holder in redemption of such Non-U.S. Holder’s public shares, unless (a) the applicable
withholding agent has established special procedures allowing Non-U.S. Holders to certify that they are exempt from such withholding
tax and (b) such Non-U.S. Holders are able to certify that they meet the requirements of such exemption (e.g., because
such Non-U.S. Holders are not treated as receiving a dividend under the Section 302 tests described above under the section
entitled “Tax Treatment of Redeeming Stockholders — U.S. Holders — Generally”).
However, there can be no assurance that any applicable withholding agent will establish such special certification procedures. If an
applicable withholding agent withholds excess amounts from the amount payable to a Non-U.S. Holder, such Non-U.S. Holder
generally may obtain a refund of any such excess amounts by timely filing an appropriate claim for refund with the IRS. Non-U.S. Holders
should consult their own tax advisors regarding the application of the foregoing rules in light of their particular facts and circumstances
and any applicable procedures or certification requirements.
Taxation
of Redemption as a Distribution
In
general, any distributions made to a Non-U.S. Holder of public shares, to the extent paid out of the Company’s current
or accumulated earnings and profits (as determined under U.S. federal income tax principles), will constitute dividends for U.S. federal
income tax purposes and, provided such dividends are not effectively connected with the Non-U.S. Holder’s conduct of
a trade or business within the United States, the Company will be required to withhold tax from the gross amount of the dividend
at a rate of 30%, unless such Non-U.S. Holder is eligible for a reduced rate of withholding tax under an applicable income tax treaty
and provides proper certification of its eligibility for such reduced rate (usually on an IRS Form W-8BEN or W-8BEN-E). Any
distribution not constituting a dividend will be treated first as reducing (but not below zero) the Non-U.S. Holder’s
adjusted tax basis in its public shares and, to the extent such distribution exceeds the Non-U.S. Holder’s adjusted tax
basis, as gain realized from the sale or other disposition of the public shares, which will be treated as described below under “— Taxation
of Redemption as a Sale of Public Shares.” In addition, if the Company determines that it is likely to be classified as a “United States
real property holding corporation” (see “— Taxation of Redemption as a Sale of Public Shares”
below), the applicable withholding agent may withhold 15% of any distribution that exceeds the Company’s current and accumulated
earnings and profits.
The
withholding tax generally does not apply to dividends paid to a Non-U.S. Holder that are effectively connected with such Non-U.S. Holder’s
conduct of a trade or business within the United States, provided that such Non-U.S. Holder furnishes an IRS Form W-8ECI. Instead,
the effectively connected dividends will be subject to regular U.S. federal income tax as if the Non-U.S. Holder were
a U.S. resident, subject to an applicable income tax treaty providing otherwise. A Non-U.S. Holder that is treated as
a foreign corporation for U.S. federal income tax purposes receiving effectively connected dividends may also be subject to an additional
“branch profits tax” imposed at a rate of 30% (or a lower applicable treaty rate).
Taxation
of Redemption as a Sale of Public Shares
A Non-U.S. Holder
generally will not be subject to U.S. federal income or withholding tax in respect of gain recognized on a redemption of public
shares that is treated as a sale as described above under “— Generally,” unless:
| (i) | the
gain is effectively connected with the conduct by the Non-U.S. Holder of a trade or business within the United States
(and, under certain income tax treaties, is attributable to a United States permanent establishment or fixed base maintained by
the Non-U.S. Holder); |
| (ii) | such Non-U.S. Holder
is an individual who was present in the United States for 183 days or more in the taxable year of such disposition (as such days
are calculated pursuant to Section 7701(b)(3) of the Code) and certain other requirements are met; or |
| (iii) | the
Company is or has been a “United States real property holding corporation” (as defined below) for U.S. federal
income tax purposes at any time during the shorter of the five-year period ending on the date of disposition or the Non-U.S. Holder’s
holding period for the applicable security being disposed of, except, in the case where public shares are “regularly traded”
on an “established securities market” (as such terms are defined under applicable Treasury Regulations), the Non-U.S. Holder
is disposing of public shares and has owned, whether actually or based on the application of constructive ownership rules, 5% or less
of public shares at all times within the shorter of the five-year period preceding such disposition of public shares or such Non-U.S. Holder’s
holding period for such public shares. There can be no assurance that public shares are or have been treated as regularly traded on an
established securities market for this purpose. It is unclear how the rules for determining the 5% threshold for this purpose would be
applied with respect to public shares, including how a Non-U.S. Holder’s ownership of public warrants impacts the 5%
threshold determination with respect to public shares. Non-U.S. Holders should consult their own tax advisors regarding the
application of the foregoing rules in light of their particular facts and circumstances. |
Unless
an applicable treaty provides otherwise, gain described in the first bullet point above will be subject to tax at generally applicable
U.S. federal income tax rates as if the Non-U.S. Holder were a U.S. resident. Any gains described in the first bullet
point above of a Non-U.S. Holder that is treated as a foreign corporation for U.S. federal income tax purposes may also
be subject to an additional “branch profits tax” imposed at a 30% rate (or a lower applicable income tax treaty rate).
If
the second bullet point applies to a Non-U.S. Holder, such Non-U.S. Holder generally will be subject to U.S. tax
on such Non-U.S. Holder’s net capital gain for such year (including any gain realized in connection with the redemption)
at a tax rate of 30% (or a lower applicable tax treaty rate).
If
the third bullet point above applies to a Non-U.S. Holder, gain recognized by such holder will be subject to tax at generally
applicable U.S. federal income tax rates. In addition, the Company may be required to withhold U.S. federal income tax at a
rate of 15% of the amount realized upon such redemption. The Company will be classified as a “United States real property
holding corporation” if the fair market value of its “United States real property interests” equals or exceeds
50% of the sum of the fair market value of its worldwide real property interests plus other assets used or held for use in a trade or
business, as determined for U.S. federal income tax purposes. It is not expected that the Company would be a United States
real property holding corporation in the immediate foreseeable future. However, such determination is factual in nature and subject to
change and no assurance can be provided as to whether the Company would be treated as a United States real property holding corporation
in any year.
Non-U.S. Holders
should consult their tax advisors regarding the U.S. federal income tax consequences to them in respect of any loss recognized on
a redemption of public shares that is treated as a sale for U.S. federal income tax purposes.
Information
Reporting and Backup Withholding
Information
returns will be filed with the IRS in connection with payments of dividends on, and the proceeds from a sale of, public shares. A Non-U.S. Holder
may have to comply with certification procedures to establish that it is not a U.S. person in order to avoid information reporting
and backup withholding requirements. The certification procedures required to claim a reduced rate of withholding under a treaty generally
will satisfy the certification requirements necessary to avoid the backup withholding as well.
Backup
withholding is not an additional tax. The amount of any backup withholding from a payment to a Non-U.S. Holder generally will
be allowed as a credit against such Non-U.S. Holder’s U.S. federal income tax liability and may entitle such Non-U.S. Holder
to a refund, provided that the required information is timely furnished to the IRS.
Foreign
Account Tax Compliance Act
Provisions
commonly referred to as “FATCA” impose withholding of 30% on payments of dividends (including constructive dividends) on
public shares to “foreign financial institutions” (which is broadly defined for this purpose and in general includes investment
vehicles) and certain other non-U.S. entities unless various U.S. information reporting and due diligence requirements
(generally relating to ownership by U.S. persons of interests in or accounts with those entities) have been satisfied by, or an
exemption applies to, the payee (typically certified as to by the delivery of a properly completed IRS Form W-8BEN-E). Foreign
financial institutions located in jurisdictions that have an intergovernmental agreement with the United States governing FATCA
may be subject to different rules. Under certain circumstances, a Non-U.S. Holder might be eligible for refunds or credits
of such withholding taxes, and a Non-U.S. Holder might be required to file a U.S. federal income tax return to claim such
refunds or credits. Thirty percent (30%) withholding under FATCA was scheduled to apply to payments of gross proceeds from the sale or
other disposition of property that produces U.S.-source interest or dividends beginning on January 1, 2019, but on December 13,
2018, the IRS released proposed regulations that, if finalized in their proposed form, would eliminate the obligation to withhold on
gross proceeds. Such proposed regulations also delayed withholding on certain other payments received from other foreign financial institutions
that are allocable, as provided for under final Treasury Regulations, to payments of U.S.-source dividends, and other fixed or determinable
annual or periodic income. Although these proposed Treasury Regulations are not final, taxpayers generally may rely on them until final
Treasury Regulations are issued. However, there can be no assurance that final Treasury Regulations will provide the same exceptions
from FATCA withholding as the proposed Treasury Regulations.
Non-U.S. Holders
should consult their tax advisors regarding the effects of FATCA on their redemption of public shares.
As
previously noted above, the foregoing discussion of certain U.S. federal income tax consequences is included for general information
purposes only and is not intended to be, and should not be construed as, legal or tax advice to any stockholder. The Company once again
urges you to consult with your own tax adviser to determine the particular tax consequences to you (including the application and effect
of any U.S. federal, state, local or foreign income or other tax laws) of the Extension Amendment Proposal and the exercise of redemption
rights in connection therewith.
Required
Vote
The
affirmative vote by holders of at least 65% of the Company’s outstanding Class A common stock and Class B common stock,
voting together as a single class, is required to approve the Extension Amendment Proposal. As of the date of this proxy statement, the
Company’s founder shares represent approximately 20.0% of the Company’s outstanding common stock. Accordingly, in addition
to the founder shares, the Company will only need 12,506,449 public shares (or approximately 56.3% of the outstanding public shares)
to be voted in favor of the Extension Amendment Proposal to approve such proposal. Approval of the Extension Amendment Proposal is a
condition to the implementation of the Extension. If the Extension Amendment Proposal is not approved, the Extension Amendment will not
be implemented and the Company will be required by its charter to (i) cease all operations except for the purpose of winding up,
(ii) as promptly as reasonably possible but not more than ten business days thereafter, and subject to having lawfully available
funds therefor, redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the trust account, including any interest earned on the trust account deposits (which interest shall be net
of taxes payable and after setting aside up to $100,000 to pay dissolution expenses), divided by the number of then outstanding public
shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive
further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such
redemption, subject to the approval of our remaining stockholders and our Board in accordance with applicable law, dissolve and liquidate,
subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable
law.
All
of the Company’s directors, executive officers and their affiliates are expected to vote any common stock owned by them in favor
of the Extension Amendment Proposal. On the record date, the Insiders beneficially owned and were entitled to vote 5,558,422 founder
shares, representing approximately 20.0% of the Company’s issued and outstanding common stock.
In
addition, the Company’s Insiders or advisors and Falcon’s directors and officers, or any of their respective affiliates,
may purchase public shares in privately negotiated transactions or in the open market prior to or following the special meeting, although
they are under no obligation to do so. Such public shares purchased by the Company or our Sponsor would be (a) purchased at a price
no higher than the redemption price for the public shares, which is currently estimated to be $[●] per share and (b) would
not be (i) voted by the Insiders or their respective affiliates at the special meeting and (ii) redeemable by the Insiders
or their respective affiliates. Any such purchases that are completed after the record date for the special meeting may include an agreement
with a selling stockholder that such stockholder, for so long as it remains the record holder of the shares in question, will vote in
favor of the Extension Amendment Proposal and/or will not exercise its redemption rights with respect to the shares 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 and to reduce the number of public shares that are redeemed. In the event
that such purchases do occur, the purchasers may seek to purchase shares from stockholders who would otherwise have voted against the
Extension Amendment Proposal 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. Any
public shares held by or subsequently purchased by our affiliates may be voted in favor of the Extension Amendment Proposal. None of
the Insiders, advisors or their respective affiliates may make any such purchases when they are in possession of any material nonpublic information
not disclosed to the seller or during a restricted period under Regulation M under the Exchange Act.
Recommendation
As
discussed above, after careful consideration of all relevant factors, our Board has determined that the Extension Amendment Proposal
is in the best interests of the Company and its stockholders. Our Board has approved and declared advisable adoption of the Extension
Amendment Proposal.
OUR
BOARD RECOMMENDS THAT YOU VOTE “FOR” THE EXTENSION AMENDMENT PROPOSAL. OUR BOARD EXPRESSES NO OPINION AS TO WHETHER
YOU SHOULD REDEEM YOUR PUBLIC SHARES.
The
existence of financial and personal interests of our directors and officers may result in a conflict of interest on the part of one or
more of the directors or officers between what he, she or they may believe is in the best interests of the Company and its stockholders
and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that stockholders vote for
the proposals. See the section entitled “The Extension Amendment — Interests of the Company’s Directors
and Officers” for a further discussion.