PROPOSAL 3:2: THE TRUST AMENDMENTAUDITOR RATIFICATION PROPOSAL
Overview
We are asking the shareholders to ratify the audit committee’s selection of Marcum as our independent registered public accounting firm for the fiscal year ending March 31, 2024. The proposed Trust Amendment would amendaudit committee is directly responsible for appointing the Trust Agreement to allowCompany’s independent registered public accounting firm. The audit committee is not bound by the Company to extendoutcome of this vote. However, if the date by whichshareholders do not ratify the Company would be required to consummate a business combinationselection of Marcum as our independent registered public accounting firm for the fiscal year ending March 31, 2024, our audit committee may reconsider the selection of Marcum as our independent registered public accounting firm. Marcum has audited our financial statements for the fiscal year ended March 31, 2023 and the period from June 3, 2023April 20, 2021 (inception) to March 3, 2024, or such earlier date as determined by our Board in its sole discretion. A copy31, 2022.
Audit Fees
Audit fees consist of the proposed Trust Amendment is attached to this proxy statement as Annex B. All shareholders are encouraged to read the proposed amendment in its entiretyfees for a more complete description of its terms.
You are not being asked to vote on the Lexasure Business Combination at this time. If the Charter Amendments and Trust Amendment are 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 Lexasure Business Combination or another initial business combination, you will be entitled to vote on the Lexasure Business Combination or another initial business combination if and when it is submitted to shareholders and will retain the right to redeem your public shares for cash in the event the Lexasure Business Combination or another initial business combination is approved and completed or we have not consummated the Lexasure Business Combination or another business combination by the expiration of the Extension Period or upon the Company’s earlier liquidation, subject to the terms of the charter.
Reasonsprofessional services rendered for the Trust Amendment
The purposeaudit of the Trust Amendment is to allow the Company to extend the dateour year-end financial statements and services that are normally provided by which the Company would be required to consummate a business combination from June 3, 2023 to March 3, 2024, or such earlier date as determined by our Board in its sole discretion. The Trust Amendment parallels the proposed Charter Amendment and the Liquidation Amendment.
If the Trust Amendment Is Approved
If both the Charter Amendment Proposals and the Trust Amendment Proposal are approved and implemented, the amendment to the Trust Agreement in the form of Annex B hereto will be executed and the Trust Account will not be disbursed exceptMarcum in connection with regulatory filings. The aggregate fees of Marcum for professional services rendered for the audit of our annual financial statements, review of the financial information included in our Forms 10-Q for the respective periods and other required filings with the SEC for the year ended March 31, 2023 and the period from April 20, 2021 (inception) to March 31, 2022 totaled approximately $93,134 and $93,730, respectively. The above amounts include interim procedures and audit fees, as well as attendance at audit committee meetings.
Audit-Related Fees
Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. During the year ended March 31, 2023 and the period from April 20, 2021 (inception) to March 31, 2022 we did not pay Marcum any audit-related fees.
Tax Fees
We did not pay Marcum for tax services, planning or advice for the year ended March 31, 2023 and the period from April 20, 2021 (inception) to March 31, 2022.
All Other Fees
We did not pay Marcum for any other services for the year ended March 31, 2023 and the period from April 20, 2021 (inception) to March 31, 2022.
Pre-Approval Policy
Our audit committee was formed upon the consummation of our IPO. As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our Board. Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the initial business combination oraudit).
Full Text of the Resolution to be Approved
The full text of the resolution to be proposed in connection with our liquidation if we do not completethis proposal is as follows:
“RESOLVED, as an ordinary resolution, that the initial business combination byappointment of Marcum LLP as the applicable termination date. The Company will then attempt to consummate the Lexasure Business Combination or another initial business combination until the endindependent registered public accounting firm of the Extension Period or untilCompany for the Board determines in its sole discretion that it will notfiscal year ending March 31, 2024 be able to consummate the Lexasure Business Combination or another initial business combination before the expiration of the Extension Period and does not wish to continue operations until such expiration.
If the Trust Amendment Is Not Approved
If the Trust Amendment is notratified, approved and the Lexasure Business Combination or another initial business combination is not completed on or before June 3, 2023, we will (1) ceaseconfirmed in all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than ten business days thereafter, 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 in the Trust Account (net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish the public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and (3) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and our Board, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
The Trust Amendment Proposal will not become effective unless our shareholders approve both the Charter Amendment Proposals and the Trust Amendment Proposal. This means that if one proposal is approved by the shareholders and the other proposals are not, none of the proposals will be implemented. Additionally, in accordance with our charter, the Charter Amendments and the Trust Amendment will not be effective if redemptions in connection with such amendments would cause the Company’s net tangible assets to be less than $5,000,001 following such redemptions.respects.”