registrationrequirements. We do not believe that our principal activities will subject us to regulation as an investment company with the SEC;

In order to finance transaction costs in connection with an initial business combination, the sponsor or an affiliate of the sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes an initial business combination, the Company may repay the Working Capital Loans. Otherwise, in the event that an initial business combination does not close, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. The Working Capital Loans would either be repaideffective upon, consummation of an initial business combination or, atcombination. Additionally, our IPO prospectus and existing charter provide for all public shareholders to have an opportunity to redeem their public shares in the lender’s discretion, upcase our corporate existence is extended as described above. Because we continue to $1,500,000believe that the consummation of such Working Capital Loans may be convertible into units of the post-an initial business combination entity at a price of $1.50 per unit. Such units would be identicalin the best interests of our shareholders, and because we will not be able to conclude an initial business combination within the permitted time period, the Board has determined to seek shareholder approval to extend the date by which we have to complete an initial business combination beyond December 15, 2023, to the private placement units. Except forExtended Date. We intend to hold another shareholder meeting prior to the Extended Date in order to seek shareholder approval of the Merger.

We believe that the foregoing charter provision was included to protect Company shareholders from having to sustain their investments for an unreasonably long period if the termsCompany failed to find a suitable business combination in the timeframe contemplated by the existing charter. We also believe that, given the Company’s expenditure of such Working Capital Loans, if any, have not been determinedtime, effort and no written agreements existmoney on finding an initial business combination and our entry into the Merger Agreement with respect to such loans. Asthe Merger, circumstances warrant providing public shareholders an opportunity to consider the Merger.

If the Extension Amendment Proposal is Not Approved

Shareholder approval of the RecordExtension Amendment is required for the implementation of our Board’s plan to extend the date by which we must consummate our initial business combination. Therefore, our Board will abandon and not implement the Extension Amendment unless our shareholders approve the Extension Amendment Proposal.

If the Extension Amendment Proposal is not approved and we have not consummated an initial business combination by December 15, 2023, we will incur significant cost to extension of the Termination Date the Company had no outstanding borrowings under the Working Capital Loans.

Our sponsor has agreed that it will be liablecurrent terms of the existing charter or otherwise (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 us if andlawfully available funds therefor, redeem 100% of the public shares in consideration of a per-share price, payable in cash, equal to the extent any claimsquotient obtained by a vendor for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reducedividing (A) the aggregate amount of fundsthen on deposit in the Trust Account. This liabilityAccount, including interest (net of taxes payable, less up to $100,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding public shares, which redemption will not applycompletely extinguish rights of public shareholders (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 shareholders and the Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Company’s obligations to provide for claims of creditors and other requirements of applicable law.

There will be no distribution from the Trust Account with respect to any claims bythe Company’s warrants, which will expire worthless in the event we wind up. In the event of a third party who executed a waiver of any right, title, interest or claim of any kind in or toliquidation, our Sponsor, directors and officers will not receive any monies held in the Trust Account or to any claims under our indemnityas a result of their ownership of the underwritersFounder Shares or the Private Placement Warrants.

If the Extension Amendment Proposal Is Approved

If the Extension Amendment Proposal is approved, the Company will amend its existing charter in the form set forth in Annex A hereto to extend the time it has to complete an initial business combination until the Extended Date. The Company will remain a reporting company under the Exchange Act and its units, public shares, and public warrants will remain publicly traded. The Company will then continue to work to consummate the Merger by the Extended Date.

Notwithstanding shareholder approval of the IPO against certain liabilities, including liabilities underExtension Amendment Proposal, our Board will retain the Securities Actright to abandon and not implement the Extension at any time without any further action by our shareholders, subject to the terms of 1933, as amended (the “Securities Act”). Moreover,the Merger Agreement. We reserve the right at any time to cancel the Extraordinary General Meeting and not to submit to our shareholders the Extension Amendment Proposal and implement the Extension Amendment. In the event the Extraordinary General Meeting is cancelled, we will dissolve and liquidate in accordance with the existing charter.

You are not being asked to vote on the Merger at this time. If the Extension is implemented and you do not elect to redeem your public shares, provided that you are a shareholder on the record date for a meeting to consider the Merger, you will retain the right to vote on the Merger when it is submitted to shareholders and the right to redeem your public shares for cash in the event that an executed waiverthe Merger is deemed to be unenforceable against a third party, our sponsor willapproved and completed or we have not be responsible to the extent of any liability for such third-party claims. We will seek to reduce the possibility that our sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except our independent registered public accounting firm), prospective target businesses or other entities with which we do business, execute agreements waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

The fact that none of our officers or directors has received any cash compensation for services rendered to us. Our sponsor, officers and directors, or any of their respective affiliates, are entitled to be reimbursed for certain bona-fide, documented out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable initial business combinations. In addition, we may pay a customary financial consulting fee to our sponsor and/or affiliates of our sponsor, which will not be made from the proceeds of our IPO held in the Trust Account prior to the completion of our initial business combination. We may pay such financial consulting fee in the event such party or parties provide us with specific target company, industry, financial or market expertise, as well as insights, relationships, services or resources that we believe are necessary in order to assess, negotiate and consummateconsummated an initial business combination. Additionally, aftercombination by the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting, management or other fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our shareholders in connection with a proposed initial business combination. It is unlikely the amount of such compensation will be known at the time such materials are distributed, because the directors of the post-combination business will be responsible for determining officer and director compensation. Any compensation to be paid to our officers will be determined by a compensation committee constituted solely by independent directors. We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after the initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential initial business combination. We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment.Extended Date.

 

Redemption Rights

 

If the Extension Amendment Proposal is approved, and the Extension is implemented, the Company will provideeach public shareholders making the Election the opportunityshareholder may seek to receive, at the time the Extension becomes effective, and in exchange for the surrender of theirredeem its public shares at a pro rata portion ofper-share price, payable in cash, equal to the funds availableaggregate amount then on deposit in the Trust Account, including any interest earned on(which interest shall be net of taxes payable), divided by the funds held in the Trust Account andnumber of then outstanding public shares. Holders of public shares who do not previously released to us to pay our taxes. You will be ableelect to redeem yourtheir public shares in connection with the Extension will retain the right to redeem their public shares in connection with any shareholder vote to approve a proposed initial business combination, or if the Company has not consummated an initial business combination by the Extended Date.

 

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST SUBMIT A REQUEST IN WRITING THAT WE REDEEM YOUR PUBLIC SHARES FOR CASH TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY AT THE ADDRESS BELOW, AND, AT THE SAME TIME, ENSURE YOUR BANK OR BROKER COMPLIES WITH THE REQUIREMENTS IDENTIFIED ELSEWHERE HEREIN, INCLUDING DELIVERING YOUR SHARES TO THE TRANSFER AGENT PRIOR TO THE VOTE ON THE EXTENSION AMENDMENT PROPOSAL.PROPOSAL PRIOR TO P.M. EASTERN TIME ON [●].

 

In connection with tendering your shares for redemption, prior to February 1,[●] Eastern time on December 4, 2023, (two business days before the EGM)Extraordinary General Meeting), you must elect either to physically tender your sharestock certificates to Continental Stock Transfer & Trust Company, at 1 State Street Plaza, 30th Floor, New York, New York 10004, Attn: Mark Zimkind, mzimkind@continentalstock.com,SPAC Redemptions, e-mail: spacredemptions@continentalstock.com, or to deliver your public shares to Continentalthe transfer agent electronically using DTC’s DWAC system, which election would likely be determined based on the manner in which you hold your shares. The requirement for physical or electronic delivery prior to February 1,[●] Eastern time on December 4, 2023, (two business days before the EGM)Extraordinary General Meeting) ensures that a redeeming holder’s election is irrevocable once the Extension Amendment Proposal is approved.

In furtherance of such irrevocable election, shareholders making the election will not be able to tender their shares after the vote at the EGM.Extraordinary General Meeting.

 

Through the DWAC system, this electronic delivery process can be accomplished by the shareholders,shareholder, whether or not it is a record holder or its shares are held in “street name,” by contacting Continental Stock Transfer & Trust Companythe 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 sharestock certificate, a shareholder’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. Continental Stock Transfer & Trust CompanyThe 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 shareholders 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 sharestock certificate. Such shareholders will have less time to make their investment decision than those shareholders that deliver their shares through the DWAC system.

Shareholders who request physical sharestock 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 February 1,[●] Eastern time December 4, 2023, (two business days before the EGM)Extraordinary General Meeting) will not be redeemed for cash held in the Trust Account on the redemption date. In the event that a public shareholder tenders its shares and decides prior to the vote at the EGMExtraordinary General Meeting that it does not want to redeem its shares, the shareholder may withdraw the tender. If you delivered your shares for redemption to our transfer agent and decide prior to the vote at the EGMExtraordinary General 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 shareholder 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 shareholder promptly following the determination that the Extension Amendment Proposal will not be approved. The Company anticipates that a public shareholder who tenders shares for redemption in connection with the vote to approve the Extension Amendment Proposal would receive payment of the redemption priceRedemption Price for such shares soon after the completion of the Extension Amendment Proposal.Amendment. The transfer agent will hold the certificates of public shareholders that make the election until such shares are redeemed for cash or returned to such shareholders.

 

If properly demanded, the Company will redeem each public share for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Company to pay its(which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares. Based upon the current amount in the Trust Account, as of December 31, 2022, the Company anticipates that the per-share price at which public shares will be redeemed from cash held in the Trust Account will be approximately $10.34[●] at the time of the EGM.Extraordinary General Meeting. The closing price of the Ordinary SharesCompany’s public shares on January 12, 2023,the record date was approximately $10.34 per share. Accordingly, if the market price were to remain the same until the date of the EGM, exercising redemption rights would result in a public shareholder receiving approximately the same amount of cash for each share than if such shareholder sold the shares in the open market.[●].

 

If you exercise your redemption rights, you will be exchanging your Ordinary Sharespublic shares 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 sharestock certificate(s) to the Company’s transfer agent prior to February 1,[●] Eastern time on December 4, 2023, (two business days before the EGM)Extraordinary General Meeting). If the Extension Amendment Proposal is approved, theThe Company anticipates that a public shareholder who tenders shares for redemption in connection with the vote to approve the Extension Amendment Proposal would receive payment of the redemption priceRedemption Price for such shares soon after the completion of the Extension.

Vote Required for Approval

The affirmative vote by holders of at least two-thirds of the ordinary shares of the Company present and entitled to vote is required to approve the Extension Amendment Proposal. If the Extension Amendment Proposal is not approved, orthe Extension Amendment will not be implemented and, if they are abandoned, these shares will be returned promptly following the EGM as described above.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding the beneficial ownership of our Ordinary Shares as of January 12, 2023, on information obtained from the persons named below, with respect to the beneficial ownership of Ordinary Shares, by:

Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all Ordinary Shares beneficially owned by them. The following table does not reflect record or beneficial ownership of the private placement warrants as these warrants are not exercisable within 60 days of the date of this Proxy Statement.

In the table below, percentage ownership is based on 47,933,333 Ordinary Shares, consisting of (i) 35,950,000 Class A ordinary shares and (ii) 11,983,333 Founder Shares, issued and outstanding as of January 12, 2023. Voting power represents the combined voting power of Class A ordinary shares and Founder Shares owned beneficially by such person. On all matters to be voted upon, the holders of the Class A ordinary shares and Founder Shares vote together as a single class. Currently, all of the Founder Shares are convertible into Class A ordinary shares on a one-for-one basis. The table below does not include the Class A ordinary shares underlying the private placement warrants held or to be held by our officers or sponsor because these securities are not exercisable within 60 days of this Proxy Statement.

		Class A Ordinary Shares								Class B Ordinary Shares
Name and Address of Beneficial Owner(1)		Number of Shares Beneficially Owned				Approximate Percentage of Class				Number of Shares Beneficially Owned(2)				Approximate Percentage of Class				Approximate Percentage of Voting Control
Semper Paratus Sponsor LLC (our sponsor)(3)			1,300,000				3.6	%			11,983,333				100	%			27.7	%
Phillippe J. Kurzweil(3)			1,300,000				3.6	%			11,983,333				100	%			27.7	%
Brad Stewart			—				—				—				—				—
Parizad Olver Parchi			—				—				—				—				—
Paul P. Jebely			—				—				—				—				—
Richard N. Peretz
Hooman Yazhari			—				—				—				—				—
Ben Baldanza			—				—				—				—				—
Jeff Rogers			—				—				—				—				—
All executive officers and directors as a group (8 individuals)			1,300,000				3.6	%			11,983,333				100	%			27.7	%
Five Percent Holders
Saba Capital Management, L.P. (4)			3,141,624				8.7	%			—				—				6.6	%
Calamos Market Neutral Income Fund, a series of Calamos Investment Trust (5)			2,000,000				5.6	%			—				—				4.2	%
Corbin Capital Partners, L.P. (6)			2,320,000				6.5	%			—				—				4.8	%

*            Less than one percent.

(1)

Unless otherwise noted, the business address of each of the following entities or individuals is c/o Semper Paratus Acquisition Corporation, 767 Third Avenue, 38th Floor, New York, New York 10017.

(2)

Interests shown consist solely of founder shares, classified as Class B ordinary shares. Such shares will automatically convert into Class A ordinary shares at the time of our initial business combination on a one-for-one basis, subject to adjustment.

(3)

Our Sponsor is the record holder of such shares. Phillippe J. Kurzweil is the managing member of our sponsor, and as such has voting and investment discretion with respect to the ordinary shares held of record by our sponsor and may be deemed to have beneficial ownership of the ordinary shares held directly by our sponsor. Mr. Kurzweil disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly. In addition, all of our officers and directors are members of our sponsor. The membership interests not owned by our officers and directors are held by third-party investors that are not affiliated with our management.

(4)

According to Schedule 13G/A filed jointly with the SEC on February 14, 2022 by Saba Capital Management, LP, a Delaware limited partnership (“Saba Capital”), Saba Capital Management GP, LLC, a Delaware limited liability company (“Saba GP”) and Mr. Boaz R. Weinstein, a U.S. citizen, and represents shares held by Saba Capital. The business address of Saba Capital, Saba GP and Mr. Weinstein is 405 Lexington Avenue, 58th Floor, New York, New York 10174.

(5)

According to Schedule 13G filed with the SEC on February 8, 2022 and represents shares held by Calamos Market Neutral Income Fund, a series of Calamos Investment Trust. Its business address is 2020 Calamos Court, Naperville, IL 60563.

(6)

According to Schedule 13G filed with the SEC on February 14, 2022 and represents shares held by Corbin Capital Partners, L.P., a Delaware limited partnership and Corbin Capital Partners GP, LLC, a Delaware limited liability company. The business address of each is 590 Madison Avenue, 31st Floor, New York, NY 10022.

PROPOSAL ONE — THE EXTENSION AMENDMENT PROPOSAL

The Company is proposing to extend the date by which the Company must consummate an initial business combination from February 8, 2023 (which is 15 months from the closing of our IPO) tohas not been consummated by December 15, 2023, the Company will be required by amending the Company’s Amended and Restated Memorandum and Articles of Association;

The Extension Amendment Proposal is essentialits existing charter to the overall implementationincur significant cost to extension of the Board’s plan to allowTermination Date under the Company more time to complete an initial business combination. Approval of eachcurrent terms of the Extension Amendment Proposal is a condition to the implementation of the Extension.

If the Extension Amendment Proposal is not approved and we have not consummated an initial business combination by February 8, 2023 (which is 15 months from the closing of our IPO), we willexisting charter or otherwise (i) cease all operations except for the purpose of winding up;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 public shares atin 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 fund,Trust Account, including interest earned on the trust fund not previously released to the Company (less(net of taxes payable, andless up to $100,000 of such net interest to pay dissolution expenses), divided by (B) the total number of then issuedoutstanding public shares, which redemption will completely extinguish rights of public members’ rights as membersshareholders (including the right to receive further liquidationliquidating distributions, if any);, subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining membersshareholders and itsthe Board liquidatein accordance with applicable law, dissolve and dissolve,liquidate, subject in each case to itsthe Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. There will be no distribution from the Trust Account with respect to our warrants, which will expire worthless in the event we wind up.

A copy of the proposed amendment to the Amended and Restated Memorandum and Articles of Association is attached to this Proxy Statement in Annex A.

The Board’s Reasons for the Extension Amendment Proposal

The Company’s IPO prospectus and the Amended and Restated Memorandum and Articles of Association originally provided that the Company must consummate an initial business combination within 15 months of the Company’s IPO, which date is February 8, 2023. We have not yet executed a definitive agreement for an initial business combination. We currently do not expect to be able to consummate an initial business combination by February 8, 2023. The Company’s IPO prospectus and Amended and Restated Memorandum and Articles of Association provide that a special resolution under Cayman Islands law, which requires the affirmative vote of the holders of a majority of at least two-thirds of the holders of the issued and outstanding Ordinary Shares of the Company, who, being present in person (including virtually) or represented by proxy at the EGM or any adjournment thereof and entitled to vote on such matter, vote at the EGM, will be required to approve the Extension Amendment Proposal. Additionally, our IPO prospectus and Amended and Restated Memorandum and Articles of Association provide for all public shareholders to have an opportunity to redeem their public shares if our corporate existence is extended as described above. Because we continue to believe that an initial business combination would be in the best interests of our shareholders, and because we will not be able to conclude an initial business combination within the permitted time period, the Board has determined to seek shareholder approval to extend the date by which we have to complete an initial business combination beyond the current deadline to the Extended Date. If we enter into a definitive agreement for an initial business combination, we intend to hold another general meeting prior to the Extended Date in order to seek shareholder approval of a proposed initial business combination.

We believe that the foregoing Amended and Restated Memorandum and Articles of Association provision was included to protect Company shareholders from having to sustain their investments for an unreasonably long period if the Company failed to find a suitable initial business combination in the timeframe contemplated by the Amended and Restated Memorandum and Articles of Association. We also believe, however, that given the Company’s expenditure of time, effort and money on entering into a definitive agreement for an initial business combination, circumstances warrant providing public shareholders an opportunity to consider an initial business combination.

If the Extension Amendment Proposal is Not Approved

TheShareholder approval of the Extension Amendment Proposal is essential torequired for the implementation of our Board’s plan to extend the date by which we must consummate our initial business combination. Therefore, our Board will abandon and not implement the Extensionsuch amendment unless our shareholders approve the Extension Amendment Proposal.

 

If the Extension is not completed and we have not consummated an initial business combination by February 8, 2023 (which is 15 months from the closing of our IPO), we will automatically wind up, liquidate and dissolve starting on February 8, 2023.

There will be no distribution from the Trust Account with respect to the Company’s warrants, which will expire worthless in the event we wind up. In the event of a liquidation, our initial shareholders will not receive any monies held in the Trust Account as a result of its ownership of the Founder Shares or the private placement warrants.

If the Extension Amendment Proposal Is Approved

If the Extension Amendment Proposal is approved, the Amended and Restated Memorandum and Articles of Association will be amended pursuant to the special resolution in the form set forth in Annex A hereto.

The Company will remain a reporting company under the Exchange Act and its public units, Class A ordinary shares, and warrants will remain publicly traded. The Company will then continue to work to consummate an initial business combination by the Extended Date.

Notwithstanding shareholder approval of the Extension Amendment Proposal, our Board will retain the right to abandon and not implement the Extension at any time without any further action by our shareholders.

The approval of the Extension Amendment Proposal will constitute consent for the Company to (i) remove from the Trust Account the Withdrawal Amount and (ii) deliver to the holders of the redeemed public shares their portion of the Withdrawal Amount. The removal of the Withdrawal Amount from the Trust Account will reduce the amount held in the Trust Account. The Company cannot predict the amount that will remain in the Trust Account if the Extension Amendment Proposal is approved, and the amount remaining in the Trust Account may be only a small fraction of the approximately $356.86 million in cash and marketable securities that was in the Trust Account as of December 31, 2022.

If the Extension Amendment Proposal is approved and the Extension is completed but the Company does not consummate an initial business combination by the Extended Date, we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at the Per- Share Redemption Price, payable in cash, equal to the aggregate amount then on deposit in the trust fund, including interest earned on the trust fund not previously released to the Company (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued public shares, which redemption will completely extinguish public members’ rights as members (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining members and its Board, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. There will be no distribution from the Trust Account with respect to our warrants, which will expire worthless in the event we wind up.

You are not being asked to vote on a proposed initial business combination at this time. If the Extension is implemented and you do not elect to redeem your public shares, you will retain the right to vote on a proposed initial business combination when it is submitted to shareholders and the right to redeem your public shares for cash in the event an initial business combination is approved and completed or we have not consummated an initial business combination by the Extended Date.

Required Vote

The Extension Amendment Proposal must be approved by a special resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of at least two-thirds of the holders of the issued and outstanding Ordinary Shares of the Company, who, being present in person (including virtually) or represented by proxy at the EGM or any adjournment thereof and entitled to vote on such matter, vote at the EGM. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast and will have no effect on the outcome of the vote on the Extension Amendment Proposal. Failure to vote by proxy or to vote in person at the EGM will have no effect on the outcome of the vote on the Extension Amendment Proposal.

Our initial shareholders and all of our directors, officers and their affiliates are expected to vote any Ordinary Shares owned by them in favor of the Extension Amendment Proposal. On the Record Date, our initial shareholders, directors and executive officers of the Company and their affiliates beneficially owned and were entitled to vote an aggregate of 13,283,333 Ordinary Shares (consisting of 11,983,333 Founder Shares and 1,300,000 Class A ordinary shares underlying the private placement units issued to our sponsor), representing approximately 27.7% of the Company’s issued and outstanding Ordinary Shares.

In addition, the Company’s initial shareholders, directors, officers and their affiliates may choose to buy units or Ordinary Shares in the open market and/or through negotiated private transactions. In the event that purchases do occur, the purchasers may seek to purchase shares from shareholders who would otherwise have voted against the Extension Amendment Proposal and elected to redeem their Ordinary Shares for a pro rata portion of the Trust Account. Notwithstanding shareholder approval of the Extension Amendment, our Board will retain the right to abandon and not implement the Extension Amendment at any time without any further action by our shareholders.

 

Our Sponsor and all of our directors and officers are expected to vote any ordinary shares owned by them in favor of the Extension Amendment Proposal. On the record date, our Sponsor, directors and officers beneficially owned and were entitled to vote an aggregate of 8,988,889 Shares, representing approximately 62.6% of the Company’s issued and outstanding ordinary shares. Our Sponsor and directors do not intend to purchase Class A ordinary shares in the open market or in privately negotiated transactions in connection with the shareholder vote on the Extension Amendment.

Interests of our Sponsor, Directors and Officers

When you consider the recommendation of our Board, you should keep in mind that our Sponsor, executive officers, and members of our Board and special advisors have interests that may be different from, or in addition to, your interests as a shareholder. These interests include, among other things:

●

the fact that our Sponsor holds 8,988,889 Class A ordinary shares, all such securities beneficially owned by our Chief Executive Officer. In addition, certain of our executive officers have beneficial interests in the Sponsor. All of such investments would expire worthless if an initial business combination is not consummated; on the other hand, if an initial business combination is consummated, such investments could earn a positive rate of return on their overall investment in the combined company, even if other holders of our ordinary shares experience a negative rate of return, due to having initially purchased the Founder Shares for $1;

●

the fact that, if the Trust Account is liquidated, including in the event we are unable to complete an initial business combination within the required time period, the Sponsor has agreed to indemnify us to ensure that the proceeds in the Trust Account are not reduced below $10.20 per public share, or such lesser per public share amount as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which we have entered into an acquisition agreement or claims of any third party for services rendered or products sold to us, but only if such a third party or target business has not executed a waiver of any and all rights to seek access to the Trust Account; and

●

the fact that none of our officers or directors has received any cash compensation for services rendered to the Company, and all of the current members of our Board are expected to continue to serve as directors at least through the date of the Extraordinary General Meeting to vote on a proposed business combination and may even continue to serve following any potential business combination and receive compensation thereafter.

See our Form S-4 filed with the SEC on September 14, 2023 for more information about the interests of our Sponsor, directors, and officers in the Merger.

The Board’s Reasons for the Extension Amendment Proposal and Its Recommendation

As discussed below, after careful consideration of all relevant factors, our Board has determined that the Extension Amendment is in the best interests of the Company and its shareholders. Our Board has approved and declared advisable adoption of the Extension Amendment Proposal and recommends that you vote “FOR” such proposal.

Our existing charter provides that the Company has until December 15, 2023, to complete the purposes of the Company. As previously announced, we entered into the Merger Agreement on June 28, 2023. Pursuant to the Merger Agreement, the parties agreed, subject to the terms and conditions of the Merger Agreement, to effect the Merger. While we are using our best efforts to complete the Merger as soon as practicable, the Board believes that there will not be sufficient time before the Termination Date to complete the Merger. Accordingly, the Board believes that in order to be able to consummate the Merger, we will need to obtain the Extension. Without the Extension, the Board believes that there is significant risk that we might not, despite our best efforts, be able to complete the Merger on or before December 15, 2023. If that were to occur, we would incur significant expense in completing the Merger and would be forced to consider liquidation even if our shareholders are otherwise in favor of consummating the Merger. For more information about the Merger, see our Current Report on Form 8-K filed with the SEC on June 29, 2023, and our Form S-4 filed with the SEC on September 14, 2023.

Our existing charter states that if the Company’s shareholders approve an amendment to the Company’s existing charter that would affect the substance or timing of the Company’s obligation to redeem 100% of the Company’s public shares if it does not complete an initial business combination before December 15, 2023, the Company will provide its public shareholders with the opportunity to redeem all or a portion of their public shares upon such approval at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares. We believe that this charter provision was included to protect the Company shareholders 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 existing charter.

In addition, the Company’s IPO prospectus and existing charter provide that the affirmative vote of the holders of at least two-thirds of the ordinary shares of the Company present and entitled to vote is required to extend our corporate existence, except in connection with, and effective upon the consummation of, an initial business combination. We believe that, given the Company’s expenditure of time, effort and money on finding an initial business combination and our entry into the Merger Agreement with respect to the Merger, circumstances warrant providing public shareholders an opportunity to consider the Merger. Because we continue to believe that the Merger would be in the best interests of our shareholders, the Board has determined to seek shareholder approval to extend the date by which we have to complete an initial business combination beyond December 15, 2023, to the Extended Date, in the event we cannot consummate an initial business combination by December 15, 2023.

The Company is not asking you to vote on the Merger at this time. If the Extension is implemented and you do not elect to redeem your public shares, you will retain the right to vote on the Merger in the future and the right to redeem your public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, in the event the Merger is approved and completed or the Company has not consummated another initial business combination by the Extended Date. For more information about the Merger, see our Current Report on Form 8-K filed with the SEC on June 29, 2023, and our Form S-4 filed with the SEC on September 14, 2023.

After careful consideration of all relevant factors, the Board determined that the Extension Amendment is in the best interests of the Company and its shareholders.

Full Text Resolution

 

Please see Annex A for the full text of the resolution to be proposed at the EGMextraordinary general meeting in respect of the Extension Amendment Proposal.

 

Recommendation of the Board

 

Our Board unanimously recommends that our shareholders vote “FOR” the approval of the Extension Amendment Proposal. Our Board expresses no opinion as to whether you should redeem your public shares.

PROPOSAL TWO — THE ADJOURNMENT PROPOSAL

 

OverviewUNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The following discussion is a summary of certain United States federal income tax considerations for holders of our Class A ordinary shares with respect to the exercise of redemption rights in connection with the approval of the Extension Amendment Proposal. This summary is based upon the Internal Revenue Code of 1986, as amended, which we refer to as the “Code,” the regulations promulgated by the U.S. Treasury Department, current administrative interpretations and practices of the Internal Revenue Service, which we refer to as the “IRS,” and judicial decisions, all as currently in effect and all of which are subject to differing interpretations or to change, possibly with retroactive effect. No assurance can be given that the IRS would not assert, or that a court would not sustain a position contrary to any of the tax considerations described below. This summary does not discuss all aspects of United States federal income taxation that may be important to particular investors in light of their individual circumstances, such as investors subject to special tax rules (e.g., financial institutions, insurance companies, mutual funds, pension plans, S corporations, broker-dealers, traders in securities that elect mark-to-market treatment, regulated investment companies, real estate investment trusts, trusts and estates, partnerships and their partners, and tax-exempt organizations (including private foundations)) and investors that will hold Class A ordinary shares as part of a “straddle,” “hedge,” “conversion,” “synthetic security,” “constructive ownership transaction,” “constructive sale,” or other integrated transaction for United States federal income tax purposes, investors subject to the alternative minimum tax provisions of the Code, U.S. Holders (as defined below) that have a functional currency other than the United States dollar, U.S. expatriates, investors that actually or constructively own 5 percent or more of the Class A ordinary shares of the Company, and Non-U.S. Holders (as defined below, and except as otherwise discussed below), all of whom may be subject to tax rules that differ materially from those summarized below. In addition, this summary does not discuss any state, local, or non-United States tax considerations, any non-income tax (such as gift or estate tax) considerations, alternative minimum tax or the Medicare tax. In addition, this summary is limited to investors that hold our Class A ordinary shares as “capital assets” (generally, property held for investment) under the Code.

If a partnership (including an entity or arrangement treated as a partnership for United States federal income tax purposes) holds our Class A ordinary shares, the tax treatment of a partner in such partnership will generally depend upon the status of the partner, the activities of the partnership and certain determinations made at the partner level. If you are a partner of a partnership holding our Class A ordinary shares, you are urged to consult your tax advisor regarding the tax consequences of a redemption.

WE URGE HOLDERS OF OUR PUBLIC SHARES CONTEMPLATING EXERCISE OF THEIR REDEMPTION RIGHTS TO CONSULT THEIR OWN TAX ADVISORS CONCERNING THE UNITED STATES FEDERAL, STATE, LOCAL, AND FOREIGN INCOME AND OTHER TAX CONSEQUENCES THEREOF.

U.S. Federal Income Tax Considerations to U.S. Holders

This section is addressed to U.S. Holders of our Class A ordinary shares that elect to have their Class A ordinary shares of the Company redeemed for cash. For purposes of this discussion, a “U.S. Holder” is a beneficial owner that so redeems its Class A ordinary shares of the Company and is:

●

an individual who is a United States citizen or resident of the United States;

●

a corporation (including an entity treated as a corporation for United States federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

●

an estate the income of which is includible in gross income for United States federal income tax purposes regardless of its source; or

●

a trust (a) the administration of which is subject to the primary supervision of a United States court and which has one or more United States persons (within the meaning of the Code) who have the authority to control all substantial decisions of the trust or (b) that has in effect a valid election under applicable Treasury regulations to be treated as a United States person.

Redemption of Class A Ordinary Shares

 

In the event that baseda U.S. Holder’s Class A ordinary shares of the Company is redeemed, the treatment of the transaction for U.S. federal income tax purposes will depend on whether the redemption qualifies as a sale of the Class A ordinary shares under Section 302 of the Code. Whether the redemption qualifies for sale treatment will depend largely on the tabulated votes, theretotal number of shares of our stock treated as held by the U.S. Holder (including any stock constructively owned by the U.S. Holder as a result of owning warrants) relative to all of our shares both before and after the redemption. The redemption of Class A ordinary shares generally will be treated as a sale of the Class A ordinary shares (rather than as a distribution) if the redemption (i) is “substantially disproportionate” with respect to the U.S. Holder, (ii) results in a “complete termination” of the U.S. Holder’s interest in us or (iii) is “not essentially equivalent to a dividend” with respect to the U.S. Holder. These tests are explained more fully below.

In determining whether any of the foregoing tests are satisfied, a U.S. Holder takes into account not sufficient votesonly stock actually owned by the U.S. Holder, but also shares of our stock that are constructively owned by it. A U.S. Holder may constructively own, in addition to stock owned directly, stock owned by certain related individuals and entities in which the U.S. Holder has an interest or that have an interest in such U.S. Holder, as well as any stock the U.S. Holder has a right to acquire by exercise of an option, which would generally include Class A ordinary shares which could be acquired pursuant to the exercise of the warrants. In order to meet the substantially disproportionate test, the percentage of our outstanding voting stock actually and constructively owned by the U.S. Holder immediately following the redemption of Class A ordinary shares must, among other requirements, be less than 80% of our outstanding voting stock actually and constructively owned by the U.S. Holder immediately before the redemption. There will be a complete termination of a U.S. Holder’s interest if either (i) all of the shares of our stock actually and constructively owned by the U.S. Holder are redeemed or (ii) all of the shares of our stock actually owned by the U.S. Holder are redeemed and the U.S. Holder is eligible to waive, and effectively waives in accordance with specific rules, the attribution of stock owned by certain family members and the U.S. Holder does not constructively own any other stock. The redemption of the Class A ordinary shares will not be essentially equivalent to a dividend if a U.S. Holder’s conversion results in a “meaningful reduction” of the U.S. Holder’s proportionate interest in us. Whether the redemption will result in a meaningful reduction in a U.S. Holder’s proportionate interest in us will depend on the particular facts and circumstances. However, the IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority shareholder in a publicly held corporation who exercises no control over corporate affairs may constitute such a “meaningful reduction.”

If none of the foregoing tests are satisfied, then the redemption will be treated as a distribution and the tax effects will be as described below under “U.S. Federal Income Tax Considerations to U.S. Holders — Taxation of Distributions.”

U.S. Holders of our Class A ordinary shares considering exercising their redemption rights should consult their own tax advisors as to whether the redemption of their Class A ordinary shares of the Company will be treated as a sale or as a distribution under the Code.

Gain or Loss on a Redemption of Class A Ordinary Shares Treated as a Sale

If the redemption qualifies as a sale of Class A ordinary shares, a U.S. Holder must treat any gain or loss recognized as capital gain or loss. Any such capital gain or loss will be long-term capital gain or loss if the U.S. Holder’s holding period for the Class A ordinary shares so disposed of exceeds one year. Generally, a U.S. Holder will recognize gain or loss in an amount equal to the difference between (i) the amount of cash received in such redemption (or, if the Class A ordinary shares is held as part of a unit at the time of the EGMdisposition, the portion of the amount realized on such disposition that is allocated to the Class A ordinary shares based upon the then fair market values of the Class A ordinary shares and the one-half of one warrant included in the unit) and (ii) the U.S. Holder’s adjusted tax basis in its Class A ordinary shares so redeemed. A U.S. Holder’s adjusted tax basis in its Class A ordinary shares generally will equal the U.S. Holder’s acquisition cost (that is, the portion of the purchase price of a unit allocated to a share of Class A ordinary shares or the U.S. Holder’s initial basis for Class A ordinary shares upon exercise of a whole warrant) less any prior distributions treated as a return of capital. Long-term capital gain realized by a non-corporate U.S. Holder generally will be taxable at a reduced rate. The deduction of capital losses is subject to limitations.

Taxation of Distributions

If the redemption does not qualify as a sale of Class A ordinary shares, the U.S. Holder will be treated as receiving a distribution. In general, any distributions to U.S. Holders generally will constitute dividends for United States federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under United States federal income tax principles. Distributions in excess of current and accumulated earnings and profits will constitute a return of capital that will be applied against and reduce (but not below zero) the U.S. Holder’s adjusted tax basis in our Class A ordinary shares. Any remaining excess will be treated as gain realized on the sale or other disposition of the Class A ordinary shares and will be treated as described under “U.S. Federal Income Tax Considerations to U.S. Holders — Gain or Loss on a Redemption of Class A Ordinary Shares Treated as a Sale.” Dividends we pay to a U.S. Holder that is a taxable corporation generally will qualify for the dividends received deduction if the requisite holding period is satisfied. With certain exceptions, and provided certain holding period requirements are met, dividends we pay to a non-corporate U.S. Holder generally will constitute “qualified dividends” that will be taxable at a reduced rate.

U.S. Federal Income Tax Considerations to Non-U.S. Holders

This section is addressed to Non-U.S. Holders of our Class A ordinary shares that elect to have their Class A ordinary shares of the Company redeemed for cash. For purposes of this discussion, a “Non-U.S. Holder” is a beneficial owner (other than a partnership) that so redeems its Class A ordinary shares of the Company and is not a U.S. Holder.

Redemption of Class A Ordinary Shares

The characterization for United States federal income tax purposes of the redemption of a Non-U.S. Holder’s Class A ordinary shares generally will correspond to the United States federal income tax characterization of such a redemption of a U.S. Holder’s Class A ordinary shares, as described under “U.S. Federal Income Tax Considerations to U.S. Holders.”

Non-U.S. Holders of our Class A ordinary shares considering exercising their redemption rights should consult their own tax advisors as to whether the redemption of their Class A ordinary shares of the Company will be treated as a sale or as a distribution under the Code.

Gain or Loss on a Redemption of Class A Ordinary Shares Treated as a Sale

If the redemption qualifies as a sale of Class A ordinary, a Non-U.S. Holder generally will not be subject to United States federal income or withholding tax in respect of gain recognized on a sale of its Class A ordinary shares of the Company, unless:

●

the gain is effectively connected with the conduct of a trade or business by the Non-U.S. Holder within the United States (and, under certain income tax treaties, is attributable to a United States permanent establishment or fixed base maintained by the Non-U.S. Holder), in which case the Non-U.S. Holder will generally be subject to the same treatment as a U.S. Holder with respect to the redemption, and a corporate Non-U.S. Holder may be subject to the branch profits tax at a 30% rate (or lower rate as may be specified by an applicable income tax treaty);

●

the Non-U.S. Holder is an individual who is present in the United States for 183 days or more in the taxable year in which the redemption takes place and certain other conditions are met, in which case the Non-U.S. Holder will be subject to a 30% tax on the individual’s net capital gain for the year; or

●

we are or have been a “U.S. real property holding corporation” for United States federal income tax purposes at any time during the shorter of the five-year period ending on the date of disposition or the period that the Non-U.S. Holder held our Class A ordinary shares, and, in the case where shares of our Class A ordinary shares are regularly traded on an established securities market, the Non-U.S. Holder has owned, directly or constructively, more than 5% of our Class A ordinary shares at any time within the shorter of the five-year period preceding the disposition or such Non-U.S. Holder’s holding period for the shares of our Class A ordinary shares. We do not believe we are or have been a U.S. real property holding corporation.

Taxation of Distributions

If the redemption does not qualify as a sale of Class A ordinary shares, the Non-U.S. Holder will be treated as receiving a distribution. In general, any distributions we make to a Non-U.S. Holder of shares of our Class A ordinary shares, to the extent paid out of our current or accumulated earnings and profits (as determined under United States federal income tax principles), will constitute dividends for U.S. federal income tax purposes and, provided such dividends are not effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States, we will be required to withhold tax from the gross amount of the dividend at a rate of 30%, unless such Non-U.S. Holder is eligible for a reduced rate of withholding tax under an applicable income tax treaty and provides proper certification of its eligibility for such reduced rate. Any distribution not constituting a dividend will be treated first as reducing (but not below zero) the Non-U.S. Holder’s adjusted tax basis in its shares of our Class A ordinary 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 Class A ordinary shares, which will be treated as described under “U.S. Federal Income Tax Considerations to Non-U.S. Holders — Gain on Sale, Taxable Exchange or Other Taxable Disposition of Class A Ordinary Shares.” Dividends we pay to a Non-U.S. Holder that are effectively connected with such Non-U.S. Holder’s conduct of a trade or business within the United States generally will not be subject to United States withholding tax, provided such Non-U.S. Holder complies with certain certification and disclosure requirements. Instead, such dividends generally will be subject to United States federal income tax, net of certain deductions, at the same graduated individual or corporate rates applicable to U.S. Holders (subject to an exemption or reduction in such tax as may be provided by an applicable income tax treaty). If the Non-U.S. Holder is a corporation, dividends that are effectively connected income may also be subject to a “branch profits tax” at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty).

As previously noted above, the foregoing discussion of certain material U.S. federal income tax consequences is included for general information purposes only and is not intended to be, and should not be construed as, legal or tax advice to any shareholder. We once again urge you to consult with your own tax adviser to determine the particular tax consequences to you (including the application and effect of any U.S. federal, state, local or foreign income or other tax laws) of the receipt of cash in exchange for shares in connection with the Extension Amendment Proposal.

THE EXTRAORDINARY GENERAL MEETING

Overview

Date, Time and Place. The Extraordinary General Meeting of the Company’s shareholders will be held at [●] Eastern Time on [●] as a virtual meeting. You will be able to attend, vote your shares and submit questions during the Extraordinary General Meeting via a live webcast available at [●]. If you plan to attend the virtual online Extraordinary General Meeting, you will need your 12-digit control number to vote electronically at the Extraordinary General Meeting. The meeting will be held virtually over the internet by means of a live audio webcast. Only shareholders who own shares of our ordinary shares as of the close of business on the record date will be entitled to attend the virtual meeting.

To register for the virtual meeting, please follow these instructions as applicable to the nature of your ownership of our ordinary shares.

If your shares are registered in your name with our transfer agent and you wish to attend the online-only virtual meeting, go to [●] and enter the control number you received on your proxy card and click on the “Click here” to preregister for the online meeting link at the top of the page. Just prior to the start of the meeting you will need to log back into the meeting site using your control number. Pre-registration is recommended but is not required in order to attend.

Beneficial shareholders who wish to attend the online-only virtual meeting must obtain a legal proxy by contacting their account representative at the bank, broker, or other nominee that holds their shares and e-mail a copy (a legible photograph is sufficient) of their legal proxy to proxy@continentalstock.com. Beneficial shareholders who e-mail a valid legal proxy will be issued a meeting control number that will allow them to register to attend and participate in the online-only meeting. After contacting our transfer agent, a beneficial holder will receive an e-mail prior to the meeting with a link and instructions for entering the virtual meeting. Beneficial shareholders should contact our transfer agent no later than 72 hours prior to the meeting date.

Shareholders will also have the option to listen to the Extraordinary General Meeting by telephone by calling:

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Within the U.S. and Canada: +1 800-450-7155 (toll-free)

●

Outside of the U.S. and Canada: +1 857-999-9155 (standard rates apply)

The passcode for telephone access: [●]. You will not be able to vote or submit questions unless you register for and log in to the Extraordinary General Meeting webcast as described herein.

Voting Power; record date. You will be entitled to vote or direct votes to be cast at the Extraordinary General Meeting, if you owned the Company’s Class A ordinary shares at the close of business on [●], the record date for the Extraordinary General Meeting. You will have one vote per proposal for each share of the Company’s ordinary shares you owned at that time. The Company’s warrants do not carry voting rights.

Votes Required. Approval of the Extension Amendment Proposal will require the affirmative vote of holders of at least two-thirds of the ordinary shares of the Company present and entitled to vote on the record date. If you do not vote or if you abstain from voting on a proposal, your action will have the same effect as an “AGAINST” vote. Broker non-votes will have the same effect as “AGAINST” votes.

At the close of business on the record date of the Extraordinary General Meeting, there were 14,349,773 Class A ordinary shares, and no Class B ordinary shares of the registrant issued and outstanding, each of which entitles its holder to cast one vote per proposal.

If you do not want the Extension Amendment Proposal approved, you must abstain, not vote, or vote “AGAINST” such proposal. You will be entitled to redeem your public shares for cash in connection with this vote whether or not you vote on the Extension Amendment Proposal so long as you elect to redeem your public shares for a pro rata portion of the funds available in the Trust Account in connection with the Extension Amendment Proposal. The Company anticipates that a public shareholder who tenders shares for redemption in connection with the vote to approve the Extension Amendment Proposal would receive payment of the Redemption Price for such shares soon after the completion of the Extension Amendment Proposal.

Proxies; Board Solicitation; Proxy Solicitor. Your proxy is being solicited by the Board on the proposals being presented to shareholders at the Extraordinary General Meeting. The Company has engaged Laurel Hill Advisory Group, LLC to assist in the solicitation of proxies for the Extraordinary General Meeting. No recommendation is being made as to whether you should elect to redeem your public shares. Proxies may movebe solicited in person or by telephone. If you grant a proxy, you may still revoke your proxy and vote your shares online at the Extraordinary General Meeting if you are a holder of record of the Company’s ordinary shares. You may contact the Proxy Solicitor at Laurel Hill Advisory Group, LLC, 2 Robbins Lane, Suite 201, Jericho, NY 11753, 855-414-2266, email: semperparatus @laurelhill.com.

THE ADJOURNMENT PROPOSAL

Overview

The Adjournment Proposal, if adopted, will allow our Board to adjourn the EGMExtraordinary General Meeting to a later date or dates to permit further solicitation of proxies. The Adjournment Proposal will only be presented to our shareholders in order to enable the Board to solicit additional proxiesevent that there are insufficient votes for, or otherwise in favorconnection with, the approval of the Extension Amendment Proposal. In thatno event will our Board adjourn the Company will ask its shareholders to vote only upon the Adjournment Proposal and not on the Extension Amendment Proposal.Extraordinary General Meeting beyond December 15, 2023.

 

Consequences if the Adjournment Proposal is Not Approved

 

If the Adjournment Proposal is not approved by our shareholders, our Board may not be able to adjourn the EGMExtraordinary General Meeting to a later date in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal.

 

Vote Required Votefor Approval

 

The approval of the Adjournment Proposal must be approved by an ordinary resolution under Cayman Islands law, beingrequires the affirmative vote of athe simple majority of the holders of the issued and outstanding Ordinary Shares of the Company, who, being presentvotes cast by shareholders represented in person (including virtually) or represented by proxy at the EGM or any adjournment thereof and entitledExtraordinary General Meeting. Accordingly, if a valid quorum is otherwise established, a shareholder’s failure to vote on such matter, voteby proxy or online at the EGM.Extraordinary General Meeting will have no effect on the outcome of any vote on the Adjournment Proposal. Abstentions and broker non-votes, while considered present forwill be counted in connection with the purposesdetermination of establishingwhether a valid quorum will not count as votes cast andis established but will have no effect on the outcome of the vote on the Adjournment Proposal. Failure to vote by proxy or to vote in person at the EGM will have no effect on the outcome of the vote on the Adjournment Proposal.

 

Full Text of Resolution

 

“RESOLVED, as an ordinary resolution, to adjourn the extraordinary general meeting of shareholders to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the extraordinary general meeting, there are not sufficient votes to approve the Extension Amendment Proposal.”

 

Recommendation of the Board

 

Our Board unanimously recommends that our shareholders vote “FOR” the approval of the Adjournment Proposal.

OTHER MATTERS

 

Householding InformationBENEFICIAL OWNERSHIP OF SECURITIES

The following table sets forth information regarding the beneficial ownership of the Company’s ordinary shares as of the record date based on information obtained from the persons named below, with respect to the beneficial ownership of shares of the Company’s ordinary shares, by:

●

each person known by us to be the beneficial owner of more than 5% of our outstanding ordinary shares;

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each of our executive officers and directors that beneficially owns ordinary shares; and

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all our officers and directors as a group.

As of the record date, there were 14,349,773 Class A ordinary shares, and no Class B ordinary shares of the registrant issued and outstanding. Unless otherwise indicated, all persons named in the table have sole voting and investment power with respect to all ordinary shares beneficially owned by them.

Name and Address of Beneficial Owner(1)		Number of Ordinary Shares(2)				% of Ordinary Shares(3)
Surendra Ajjarapu (1)(2)			8,988,889				56.6	%
Francis Knuettel II (1)			—				—	%
Michael Peterson (1)			—				—	%
Donald Fell (1)			—				—	%
Avinash Wadhwani (1)			—				—
Scott Sussman (1)			—				—
All Company directors and executive officers as a group (6 individuals)			8,988,889				56.6	%
5% Holders of the Company
Semper Paratus Sponsor LLC(3)			4,294,444				27.2	%
SSVK Associates, LLC (our Sponsor)(1)(2)			8,988,889				56.6	%
Saba Capital Management, L.P.(4)			3,244,945				20.5	%
Polar Asset Management Partners Inc.(5)			1,815,722				11.5	%
Entities affiliated with Citadel Advisors(6)			933,454				5.9	%

(1)	The business address of each of these entities or individuals is c/o Semper Paratus Acquisition Corporation, 767 Third Avenue, 38th Floor, New York, NY 10017.
(2)	Represents shares held by SSVK Associates, LLC, our Sponsor. Suren Ajjarapu is the managing member of our Sponsor and may be deemed to have beneficial ownership of the ordinary shares held directly by our Sponsor. Suren Ajjarapu disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.
(3)	According to a Schedule 13D/A filed with the SEC on June 8, 2023, on behalf of Semper Paratus Sponsor LLC, a Delaware limited liability company, The address for the principal business office of this shareholder is 200 East 78th Street, New York, NY 10075.
(4)	According to Schedule 13G/A filed jointly with the SEC on February 14, 2023, by Saba Capital Management, L.P., a Delaware limited partnership (“Saba Capital”), Saba Capital Management GP, LLC, a Delaware limited liability company (“Saba GP”) and Mr. Boaz R. Weinstein, a U.S. citizen, and represents shares held by Saba Capital. The business address of Saba Capital, Saba GP and Mr. Weinstein is 405 Lexington Avenue, 58th Floor, New York, New York 10174.
(5)	This information is based on a Schedule 13G filed with the SEC on February 13, 2023 by Polar Asset Management Partners Inc., a company incorporated under the laws of Ontario, Canada (“Polar”), which serves as an investment advisor to the Investor and represents shares held directly by the Investor. The business address of Polar is 16 York Street, Suite 2900, Toronto, ON, Canada M5J 0E6.
(6)	According to a Schedule 13G filed jointly with the SEC on July 27, 2023 by Citadel Advisors LLC, a Delaware limited liability company (“Citadel Advisors”), Citadel Advisors Holdings LP, a Delaware limited partnership (“CAH”), Citadel GP LLC, a Delaware limited liability company (“CGP”), Citadel Securities LLC, a limited liability company (“Citadel Securities”), Citadel Securities Group LP (“CALC4”), a Delaware limited partnership, Citadel Securities GP LLC (“CSGP”), a Delaware limited liability company, and Kenneth Griffin, a U.S. citizen, with respect to shares owned by Citadel Multi-Strategy Equities Master Fund Ltd., a Cayman Islands company (“CM”), and Citadel Securities. Citadel Advisors is the portfolio manager for CM. CAH is the sole member of Citadel Advisors. CGP is the general partner of CAH. CALC4 is the non-member manager of Citadel Securities. CSGP is the general partner of CALC4. Mr. Griffin is the President and Chief Executive Officer of CGP and owns a controlling interest in CGP and CSGP. Mr. Griffin has shared voting and dispositive power over these shares, Citadel Advisors, CAH, and CGP have shared voting and dispositive power over 926,480 of these shares, and Citadel Securities, CALC4, and CSGP have shared voting and dispositive power over 6,974 of these shares. The address of each of these persons is Southeast Financial Center, 200 S. Biscayne Blvd., Suite 3300, Miami, Florida 33131.

SHAREHOLDER PROPOSALS

If the Extension Amendment Proposal is approved, we anticipate that we will hold another extraordinary general meeting before the Extended Date to consider and vote upon a proposed business combination and related transactions. Accordingly, our next annual general meeting of shareholders would be held at a future date to be determined by the post-business combination company. We expect that the post-business combination company would notify shareholders of the deadline for submitting a proposal for inclusion in the proxy statement for its next annual general meeting following the completion of the Merger. For any proposal to be considered for inclusion in the proxy statement and form of proxy for submission to shareholders at the 2024 annual general meeting of shareholders, it must be submitted in writing and comply with the requirements of Rule 14a-8 of the Exchange Act and the Articles in place at such time.

HOUSEHOLDING INFORMATION

 

Unless we have received contrary instructions, we may send a single copy of this proxy statementProxy Statement to any household at which two or more shareholders reside if we believe the shareholders are members of the same family. This process, known as “householding,” reduces the volume of duplicate information received at any one household and helps to reduce our expenses. However, if shareholders prefer to receive multiple

sets of our disclosure documents at the same address this year or in future years, the shareholders should follow the instructions described below. Similarly, if an address is shared with another shareholder and together both of the shareholders would like to receive only a single set of our disclosure documents, the shareholders should follow these instructions:

 

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If the shares are registered in the name of the shareholder, the shareholder should contact us at [●] to inform us of his or her request; or

 

●

If a bank, broker or other nominee holds the shares, the shareholder should contact the bank, broker or other nominee directly.

 

Where You Can Find More InformationWHERE YOU CAN FIND MORE INFORMATION

 

We file reports, proxy statements and other information with the SEC as required by the Exchange Act. You can read the Company’s SEC filings, including this Proxy Statement, over the internetInternet at the SEC’s website at http://www.sec.report.www.sec.gov.

 

If you would like additional copies of this Proxy Statement or if you have questions about the proposals to be presented at the EGM,Extraordinary General Meeting, you should contact the Company’s proxy solicitation agent at the following address, telephone number and telephone number:email:

 

Advantage ProxyLaurel Hill Advisory Group, LLC

P.O. Box 135812 Robbins Lane, Suite 201

Des Moines, WA 98198Jericho, NY 11753

Toll Free: 877-870-8565855-414-2266

Collect: 206-870-8565Email: semperparatus@laurelhill.com

 

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

 

Semper Paratus Acquisition Corporation

767 Third Avenue, 38th Floor

New York, New York 10017

Attn: [●]

Telephone No.: (646) 807-8832

 

If you are a shareholder of the Company and would like to request documents, please do so by February 1, 2023[●], in order to receive them before the EGMExtraordinary General Meeting. If you request any documents from us, we will mail them to you by first class mail, or another equally prompt means.

ANNEX A

 

PROPOSED

ANNEX A

SECOND AMENDMENT

TO THE

AMENDED AND RESTATED

MEMORANDUM AND ARTICLES

OF ASSOCIATION OF

OF

SEMPER PARATUS ACQUISITION CORPORATION

ADOPTED BY SPECIAL RESOLUTION ON DECEMBER [__], 2023

 

Extension Amendment Proposal

“RESOLVED, asSEMPER PARATUS ACQUISITION CORPORATION, a special resolution, thatcompany limited by shares organized under the Amended and Restated Memorandum and Articles of AssociationCompanies Act (as amended) of the Cayman Islands (the “Company be amended by the deletion of the existing Article 49.7 and Article 49.8 in their entirety and the insertion of the following language in its place:”), does hereby certify as follows:

 

1.

49.7The name of the Company is Semper Paratus Acquisition Corporation. The Company’s original memorandum and articles of association were filed with the General Registry of the Cayman Islands on 21 April 2021, as amended by the Amended and Restated Articles of Association on 3 November 2021 by Special Resolution (as defined below), and further amended by the first amendment to the amended and restated articles of association on3 February 2023, by Special Resolution (the “Charter”) .

2.	InThis second amendment further amends the event thatCharter (the “Second Amendment”).

3.

This Second Amendment was duly adopted by special resolution of the shareholders of the Company (the “Special Resolution”), being the affirmative vote of holders of at least two-thirds of the ordinary shares of the Company present and entitled to vote at a general meeting of the Company’s shareholders, held on December [__], at which a quorum of the Company’s shareholders was present.

4.	The text of Article 49.7 of the Charter is hereby amended and restated to read in its entirety as follows:

“49.7 If the Company does not consummate a Business Combination within 36 months after the closing of the IPO, the Company may seek an Ordinary Resolution of the Public Shareholders for any extension beyond 36 months at a meeting called for such purpose. Public Shareholders will be offered the opportunity to vote on and/or redeem their Shares in connection with the approval of such extension beyond such 36-month period. Alternatively, or in the event that there is an unsuccessful effort to obtain Public Shareholder approval for the proposed extension(s), the Company may, but is not obligated to, extend the period in which the Company must complete the Business Combination up to ten (10) more times, each by an additional one (1) month, for an aggregate of up to ten (10) additional months, provided that the Company or SSVK Associates, LLC, the Company’s sponsor (or any of either of their affiliates or designees) will deposit, on or prior to:

(i)

in case of the first such extension, the deadline for the Company to consummate a Business Combination by December 15, 2023,prior to such extension, or the next business day if such later time as the Members may approve in accordance with the Articles, the Company shall:deadline is not a business day; and

 

(ii)

for each subsequent extension, the last day of the immediately preceding extension for each such extension, or the next business day if such last day is not a business day,

(each a “Deadline Date”), into the Trust Account the lesser of:

(x)

$125,000; or

(y)

$0.045 per share for each Public Share outstanding as of the applicable Deadline Date for each extension (after giving effect to redemptions properly requested prior to such date with respect to the first such extension),

in exchange for non-interest bearing, unsecured promissory notes payable upon consummation of a Business Combination, which notes may be convertible at the option of the holder at any time after the consummation of the Business Combination into warrants that are identical to the placement warrants (as defined in the registration statement) at a conversion price of $1.00 per warrant; and further provided in each case that the procedures relating to any such extension, as set forth in the agreement relating to the Trust Account, shall have been complied with. The gross proceeds from the issuance of such promissory note(s) shall be held in the Trust Account and used to fund the redemption of the Public Shares in accordance with Article 49.5. Public Shareholders will not be offered the opportunity to vote on and/or redeem their Shares in connection with such extension. If the Company is unable to complete the Business Combination within such 36-month period (or as extended by the Shareholders in accordance with these Articles, as described in more detail in the registration statement), the Company shall:

(a)

cease all operations except for the purpose of winding up;

 

(b)

as promptly as reasonably possible but not more than ten business days thereafter, subject to lawfully available funds therefor, redeem the Public Shares, at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company (lessto pay taxes, payable andif any, (less up to US$100,000 of interest to pay dissolution expenses), divided by the number of then Public Shares then in issue, which redemption will completely extinguish public Members'Public Shareholders’ rights as MembersShareholders (including the right to receive further liquidation distributions, if any); and

	(c)	as promptly as reasonably possible following such redemption, subject to the approval of the Company'sCompany’s remaining MembersShareholders and the Directors, liquidate and dissolve,

 

subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and other requirements of Applicable Law.”

 

5.

The text of Section (a) of Article 49.8

In of the event that any amendmentCharter is madehereby amended and restated to the Articles:read in its entirety as follows:

 

(a)

“to modify the substance or timing of the Company'sCompany’s obligation to allow redemption in connection with a Business Combination or redeem 100 per cent of the Public Shares if the Company does not consummate a Business Combination by December 15, 2023,within 36 months from the consummation of the IPO or such later time as the Members may approve in accordance with the Articles; oror”

 

(b)

with respect to any other provision relating to Members’ rights or pre-Business Combination activity,

each holder of Public Shares who is not the Sponsor, a Founder, Officer or Director shall be provided with the opportunity to redeem their Public Shares upon the approval or effectiveness of any such amendment at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by the number of then outstanding Public Shares. The Company’s ability to provide such redemption in this Article is subject to the Redemption Limitation.”

SEMPER PARATUS ACQUISITION CORPORATION

767 Third Avenue, 38th Floor

New York, New York 10017

January 20, 2023

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF

DIRECTORS OF SEMPER PARATUS ACQUISITION CORPORATION

The undersigned hereby appoints Ben Baldanza and Jeff Rogers, and each of them, proxies and attorneys- in-fact, each with the power of substitution and revocation, and hereby authorizes each to represent and vote, as designated below, all the Ordinary Shares ofIN WITNESS WHEREOF, Semper Paratus Acquisition Corporation (the "Company") held of record by the undersigned at the close of business on January 12, 2023, at the EGMhas caused this Second Amendment to be held virtually on February 3, 2023, or any adjournment or postponement thereof and authorizes and instructs said proxies to vote in the manner directed below. For purposes of the Amended and Restated Memorandum and Articles of Association of the Company, the physical placeSemper Paratus Acquisition Corporation to be duly executed in its name and on its behalf by an authorized officer as of the EGM shall be at the offices of McDermott Will & Emery LLP, located at One VanderbiltDecember 8, 2023.

	SEMPER PARATUS ACQUISITION CORPORATION
	By:
	Name:	Surendra Ajjarapu
	Title:	Chairman and Chief Executive Officer

Semper Paratus Acquisition Corporation

767 Third Avenue, 38th Floor

New York, New York 10017 United States of America.

(646) 807-8832

 

EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

DECEMBER [__], 2023

YOUR VOTE IS IMPORTANT

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS

FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER [__], 2023

The undersigned, revoking any previous proxies relating to these shares, hereby acknowledges receipt of the Notice dated [●] and Proxy Statement, dated [●], 2023, in connection with the Extraordinary General Meeting to be held at [●] on December [__], 2023, as a virtual meeting (the “Extraordinary General Meeting”) for the sole purpose of considering and voting upon the following proposals, and hereby appoints Surendra Ajjarapu (with full power to act alone), the attorneys and proxies of the undersigned, with full power of substitution to each, to vote all ordinary shares of the Company registered in the name provided, which the undersigned is entitled to vote at the Extraordinary General Meeting and at any adjournments thereof, with all the powers the undersigned would have if personally present. Without limiting the general authorization hereby given, said proxies are, and each of them is, instructed to vote or act as follows on the proposals set forth in the accompanying Proxy Statement.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY THE UNDERSIGNED SHAREHOLDER.HEREIN. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR" PROPOSALS ONE, TWO“FOR” THE EXTENSION AMENDMENT PROPOSAL (PROPOSAL 1) AND THREE.“FOR” THE ADJOURNMENT PROPOSAL (PROPOSAL 2), IF PRESENTED.

 

(Continued, andTHE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ALL PROPOSALS.

Important Notice Regarding the Availability of Proxy Materials for the Extraordinary General Meeting of Shareholders to be marked, datedheld on December [__], 2023: This notice of meeting and signed, on the other side)accompanying proxy statement are available at [●].

 

Proposal 1 — Extension Amendment Proposal		~ PLEASE DETACH ALONG PERFORATED LINE AND MAIL IN THE ENVELOPE PROVIDED. ~FOR		AGAINST		ABSTAIN
SEMPER PARATUS ACQUISITION CORPORATION - THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1 AND 2.	Please mark votes as S indicated in this example

(1)

The Extension Amendment Proposal - A special resolutionAmend the Company’s Amended and Restated Certificate to extend the date by which the Company must consummatehas to complete an initial business combination from February 8, 2023 to December 15, 2023, to October 15, 2024, or such earlier date as determined by amending the Company's Amended and Restated Memorandum and ArticlesBoard of AssociationDirectors, in a series of up to ten (10) one-month extensions, which we refer to as the form of amendment set forth in Annex A to the accompanying proxy statement.“Extension Amendment Proposal.”

FOR☐

☐

☐

¨Proposal 2 — Adjournment Proposal		AGAINST ¨FOR		ABSTAIN ¨AGAINST		ABSTAIN
	(2)	The Adjournment Proposal - An ordinary resolution to adjournApprove the extraordinary general meetingadjournment of shareholdersthe Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based uponin the tabulated vote at the time of the extraordinary general meeting,event that there are not sufficientinsufficient votes to approvefor, or otherwise in connection with, the approval of the Extension Amendment Proposal, which we refer to as the “Adjournment Proposal.”		☐		☐				☐

 

	SignatureDated: [●]
	Signature (if held jointly)
	Shareholder’s Signature
	When shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by president or other authorized officer. If a partnership, please sign in partnership name by an authorized person.
	The shares represented by the proxy, when properly executed, will be voted in the manner directed herein by the undersigned shareholder(s). If No direction is made, this proxy will be voted FOR each of proposals 1 and 2. If any other matters properly come before the meeting, the Proxies will vote on such matters in their discretion.
Shareholder’s Signature

~ PLEASE DETACH ALONG PERFORATED LINE AND MAIL IN THE ENVELOPE PROVIDED. ~

 

Signature should agree with name printed hereon. If stock is held in the name of more than one person, EACH joint owner should sign. Executors, administrators, trustees, guardians, and attorneys should indicate the capacity in which they sign. Attorneys should submit powers of attorney.

 

PLEASE SIGN, DATE AND RETURN THE PROXY IN THE ENVELOPE ENCLOSED TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY. THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” THE PROPOSAL SET FORTH IN PROPOSAL 1, AND “FOR” THE PROPOSAL SET FORTH IN PROPOSAL 2, IF SUCH PROPOSAL IS PRESENTED AT THE EXTRAORDINARY GENERAL MEETING. THIS PROXY WILL REVOKE ALL PRIOR PROXIES SIGNED BY YOU.