BACKGROUND
Chris Ensey Age: 44 Director Since: 2022 Committees: • Audit • Nominating and Corporate Governance (Chair) | Mr. Ensey has served on the Board of Directors of the company since May 9, 2022. Mr. Ensey is a product visionary and executive in the cyber security, cloud computing, and blockchain industry. Since June 2021, Mr. Ensey has served as Chief Technical Advisor for Gryphon Digital Mining. From 2018 to 2019, Mr. Ensey served as Chief Executive Officer and Chief Operating Officer of Riot Blockchain. Other notable past roles include Chief Operating Officer of Dunbar Security Solutions, Inc from 2012 to 2018, Chief Technology Officer of eMed Digital Healthcare from 2020 to 2021, and Chief Technology Officer of Blue Voyant from 2019 to 2020, a global cybersecurity solutions provider. Mr. Ensey has 25 years of experience developing mission-critical software with an emphasis on high performance computing, analytic processing, and cloud technologies. He has driven numerous products to market, including solutions for managed security services, cyber risk management, and digital healthcare. He began his career as a system engineer and integrator working on national intelligence and defense programs with companies such as SAIC, SafeNet and IBM. He has a bachelor’s degree in Computer Engineering from Virginia Tech. We believe Mr. Ensey is well-qualified to serve as a director of the company based on his leadership experience, cloud computing and blockchain, as well as his extensive experience in cyber security. |
Paul C. Jeffries Age: 54 Director Since: 2022 Committees: • Compensation (Chair) • Nominating and Corporate Governance | Dr. Jeffries has served on the Board of Directors of the company since May 9, 2022. At Facebook from 2007 to 2016, Dr. Jeffries served in various roles pertaining to legal, regulatory, trust & safety, strategy, and ecosystem building — as founding Head of Legal Operations, and founding head of policy and operations for the developer platform. Dr. Jeffries has served as Co-Founder/Chief Operating Officer of FounderPool since 2020, Managing Director of Slipstream Venture Capital since 2016, and has been an experienced venture capital and angel investor since 2005, including blockchain and multiple unicorns. Dr. Jeffries was a member of the physics faculty at Rice University, after teaching at the University of Washington and conducting research at the Sorbonne as a Chateaubriand Fellow. He earned a bachelor’s degree in physics from Princeton University, and a Ph.D. in philosophy from Cornell University for work in quantum mechanics and information theory. We believe Dr. Jeffries is well-qualified to serve as a director of the company based on his leadership experience, ecosystem building, and venture capital investment experience, and his legal and regulatory experience. |
Executive Officers Who are Not Serving as Directors
All of our executive officers are serving as directors of the Company. See the section titled “Qualifications of 2024 Director Nominees and Continuing Directors” above for information regarding each of our current executive officers of the Company, including their title, age, and brief biography describing each executive officer’s business experience. No executive officer has any family relationship with any other executive officer or any of our current directors.
Corporate Governance and Board Matters
We are committed to sound corporate governance principles, which are essential to running our business efficiently and maintaining our integrity in the marketplace. Certain features of our corporate governance practices are provided below.
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Director Independence
The rules of the Nasdaq Stock Market, or the Nasdaq Rules, require a blank checkmajority of a listed company’s board of directors to be composed of independent directors. In addition, the Nasdaq Rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees be independent. Under the Nasdaq Rules, a director will only qualify as an independent director if, in the opinion of our Board of Directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The Nasdaq Rules also require that audit committee members satisfy independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company incorporated on March 18, 2021may not, other than in his or her capacity as a Delaware corporationmember of the audit committee, the board of directors, or any other board committee, accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries or otherwise be an affiliated person of the listed company or any of its subsidiaries. In considering the independence of compensation committee members, the Nasdaq Rules require that our board of directors must consider additional factors relevant to the duties of a compensation committee member, including the source of any compensation we pay to the director and formedany affiliations with our company.
Our board of directors undertook a review of the composition of our board of directors and its committees and the independence of each director. Based upon information requested from and provided by each director concerning his background, employment and affiliations, including family relationships, our board of directors has determined that Mr. Weiss, Mr. Ruttenberg, Ms. Fisher, Mr. Ensey, and Dr. Jeffries are “independent directors” as defined in the Nasdaq listing standards and applicable SEC rules. Our independent directors have regularly scheduled meetings at which only independent directors are present.
Insider Trading Policy
Our Board has adopted an Insider Trading Policy that applies to all of our directors and employees. The policy attempts to establish standards that will avoid even the appearance of improper conduct on the part of insiders.
Hedging and Pledging Policy
We do not permit our directors and employees to enter into hedging and monetization transactions or to engage in short sale transactions in the Company’s securities. We believe that such transactions can mitigate or eliminate the economic risk of ownership and disincentivize such individuals from seeking to improve the Company’s performance and, consequently impair their alignment with our stockholders’ interests.
We also do not permit our directors and executive officers to enter into pledging arrangements involving their shares of our common stock. We believe such arrangements present a risk that the individual could be pressured or forced to sell our stock to meet loan requirements, which we believe would be inconsistent with our belief in aligning their interests with long-term stockholder interests, and potentially could cause us reputational harm and violate internal policies regarding transacting in our stock when such person is aware of material nonpublic information or otherwise prohibited from trading in our common stock.
Leadership Structure
Since the Company began its search for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination target in 2022, Dr. Metcalf has served as Chairman of our Board, and Dr. Hoover has served as our Chief Executive Officer.
We believe that independent and effective oversight of the Company’s business and affairs is maintained through the composition of the Board, the leadership of our independent directors and Board committees and our governance structures and processes. The Board consists of a majority of independent directors, and the Board’s Audit, Compensation and Nominating and Corporate Governance Committees are composed solely of independent directors.
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Code of Ethics
We have adopted a Code of Ethics applicable to our directors, officers and employees. We have filed a copy of our form of Code of Ethics and our audit committee charter as exhibits to the registration statement we filed in connection with our initial public offering. You are able to review these documents by accessing our public filings at the SEC’s website at www.sec.gov. In addition, a copy of the Code of Ethics will be provided without charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K.
Compensation Committee Interlocks and Insider Participation
None of the members of our Compensation Committee are or have been one of our officers or employees. In addition, none of our executive officers serves or has served as a member of the Compensation Committee or other board committee performing equivalent functions of any entity that has one or more businesses. executive officers serving as one of our directors or on our Compensation Committee.
Risk Management and Oversight
Our principal executive offices are located atBoard oversees our risk management process, which is a company-wide approach to risk management that is carried out by our management. Our full Board determines the appropriate risk for us generally, assesses the specific risks faced by us, and reviews the steps taken by management to manage those risks. While our full Board maintains the ultimate oversight responsibility for the risk management process, its committees oversee risk within their specific area of concern. Pursuant to our Board’s instruction, management regularly reports on applicable risks to the relevant committee or the full Board, as appropriate, with additional review or reporting on risks conducted as needed or as requested by our Board and its committees.
Stockholder Communications and Annual Meeting Attendance
Stockholders may communicate with our Board by contacting the Corporate Secretary, 6555 Sanger Road, Suite 200, Orlando, Florida 32827.
There All communications will be forwarded directly to the Chairman for consideration.The Board members are currently 22,012,500 sharesnot required to attend our annual meetings of stockholders. However, all directors are encouraged to attend every annual meeting of stockholders as we believe that the annual meeting is an opportunity for stockholders to communicate directly with directors. We did not hold a formal annual meeting last year.
Committees of the Board of Directors
We established a Nominating and Corporate Governance Committee, an Audit Committee and a Compensation Committee. Our Board of Directors has adopted and approved a charter for each of these standing committees.
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The names of the current members (chairs specifically noted) and highlights of some of the key oversight responsibilities of the Board committees are set forth below.
Audit Committee | |
Members: | Key Oversight Responsibilities: |
• Ms. Fisher (Chair) • Mr. Ensey • Mr. Ruttenberg | • the appointment, compensation, retention, replacement, and oversight of the work of the independent registered accounting firm and any other independent registered public accounting firm engaged by us; • pre-approving all audit and non-audit services to be provided by the independent registered accounting firm or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; • reviewing and discussing with the independent registered accounting firm all relationships the auditors have with us in order to evaluate their continued independence; • setting clear hiring policies for employees or former employees of the independent registered accounting firm; • setting clear policies for audit partner rotation in compliance with applicable laws and regulations; • obtaining and reviewing a report, at least annually, from the independent registered accounting firm describing (i) the independent registered accounting firm’s internal quality-control procedures and (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within, the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues; • reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and • reviewing with management, the independent registered accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities. |
Meetings in fiscal 2023: four ✓ All members of the Audit Committee are independent ✓ Ms. Fisher is considered an “audit committee financial expert” with accounting or related financial management expertise in accordance with the U.S. Securities and Exchange Commission’s (“SEC”) rules and regulations and NASDAQ rules |
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Compensation Committee | |
Members: • Dr. Jeffries (Chair) • Mr. Ruttenberg | Key Oversight Responsibilities: • reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer’s based on such evaluation; • reviewing and approving the compensation of all of our other executive officers; • reviewing our executive compensation policies and plans; • implementing and administering our incentive compensation equity-based remuneration plans; • assisting management in complying with our proxy statement and annual report disclosure requirements; • approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees; • producing a report on executive compensation to be included in our annual proxy statement; and • reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. |
✓ All members of the Compensation Committee are independent ✓ All members of the Compensation Committee qualify as “nonemployee” directors within the meaning of Rule 16b-3 under the Exchange Act |
Nominating and Corporate Governance Committee | |
Members: • Mr. Ensey (Chair) • Ms. Fisher • Dr. Jeffries | Key Oversight Responsibilities: • identifying, screening and reviewing individuals qualified to serve as directors and recommending to the board of directors candidates for nomination for election at the annual meeting of stockholders or to fill vacancies on the board of directors; |
✓ All members of the Nominating and Corporate Governance Committee are independent | • developing, recommending to the board of directors and overseeing implementation of our corporate governance guidelines; • coordinating and overseeing the annual self-evaluation of the board of directors, its committees, individual directors and management in the governance of the company; and • reviewing on a regular basis our overall corporate governance and recommending improvements as and when necessary. |
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Director Nominations
Our nominating and corporate governance committee will recommend to the board of directors candidates for nomination for election at the annual meeting of the stockholders. The board of directors will also consider director candidates recommended for nomination by our stockholders during such times as they are seeking proposed nominees to stand for election at the next annual meeting of stockholders (or, if applicable, a special meeting of stockholders).
We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, the board of directors considers educational background, diversity of professional experience, knowledge of our common stock issuedbusiness, integrity, professional reputation, independence, wisdom, and outstanding.the ability to represent the best interests of our stockholders. Prior to our initial business combination, holders of our public shares will not have the right to recommend director candidates for nomination to our board of directors.
Board and Committee Meetings
Our Board held seven meetings during fiscal year 2023. In addition, there are outstanding warrants to purchase anfiscal year 2023, each incumbent director attended all of the aggregate of 25,787,500 shares(1) the total number of common stock at exercise pricesmeetings of $11.50 per share,the Board (held during the period for which that person served as a director) and 17,250,000(2) the total number of meetings held by all committees of the Board on which that person served (held during the period served).
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REPORT OF THE AUDIT COMMITTEE
The Audit Committee has (i) reviewed and discussed our consolidated audited financial statements for fiscal year ended December 31, 2023 with our management; (ii) discussed with WithumSmith+Brown, PC, our independent registered public accounting firm, all matters required to be discussed by the applicable requirements of the Public Company rights would convert into 1,725,000 sharesAccounting Oversight Board (“PCAOB”) and the SEC; and (iii) received the written disclosures and the letter from WithumSmith+Brown, PC required by applicable requirements of Company common stock upon the closing of a business combination.
Approximately $180.2 million in proceeds fromPCAOB regarding WithumSmith+Brown, PC communications with the Audit Committee concerning independence, and discussed with WithumSmith+Brown, PC its independence. Based on the foregoing review and discussions, the Audit Committee recommended to the Board that our
IPO,audited financial statements for the
simultaneous sale of warrants in a private placement transaction and interest income are being heldyear ended December 31, 2023 be included in our
Trust AccountAnnual Report on Form 10-K for the year ended December 31, 2023.Audit Committee | | |
By: | | Katya Fisher (Chair) | | |
| | Chris Ensey | | |
| | David Ruttenberg | | |
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ANNUAL REPORT TO STOCKHOLDERS
Our 2023 Annual Report has been made available to stockholders and is posted on www.cleartrustonline.com/GBBK.
Additional copies of the 2023 Annual Report may be obtained without charge upon written request to Investor Relations, Global Blockchain Acquisition Corp., 6555 Sanger Road, Suite 200, Orlando, Florida 32827.
The 2023 Annual Report shall not be deemed incorporated by reference in any filing under the United States maintainedSecurities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing (except to the extent that we specifically incorporate this information by Continental Stock Transfer & Trust Company, actingreference) and shall not otherwise be deemed “soliciting material” or “filed” with the SEC or subject to Regulation 14A or 14C, or to the liabilities of Section 18 of the Exchange Act (except to the extent that we specifically request that this information be treated as trustee. The Trust Account issoliciting material or specifically incorporate this information by reference).
Executive Officer and will remain invested in U.S. government securities with a maturityDirector Compensation
None of 185 daysour executive officers or less or in an open-ended investment company that holds itself out as a money market fund untildirectors have received any cash compensation for services rendered to us. Until the earlier of (i)consummation of our initial business combination and our liquidation, beginning on the closing date of our initial public offering, we have agreed to pay an affiliate of one of our officers a total of $5,000 per month for office space, utilities, secretarial support and other administrative and consulting services. Our executive officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers, directors or their affiliates.
After 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 stockholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our stockholders in connection with a proposed business combination. It is unlikely the amount of such compensation will be known at the time, because the directors of the post-combination business will be responsible for determining executive officer and director compensation. Any compensation to be paid to our executive 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 (ii)all of our executive officers and directors may negotiate employment or consulting arrangements to remain with us after the distribution of the proceeds in the Trust Account as described below.
Pursuant to theinitial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our Amended and Restated Certificatemanagement’s motivation in identifying or selecting a target business but we do not believe that the ability of Incorporation, ifour 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 business combination. We are not party to any agreements with our executive officers and directors that provide for benefits upon termination of employment.
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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Policy for Approval of Related Party Transactions
The audit committee of our board of directors has adopted a policy setting forth the policies and procedures for its review and approval or ratification of “related party transactions.” Pursuant to the policy, the audit committee will consider (i) the relevant facts and circumstances of each related party transaction, including if the transaction is not consummated by August 12, 2023, thenon terms comparable to those that could be obtained in arm’s-length dealings with an unrelated third party, (ii) the extent of the related party’s interest in the transaction, (iii) whether the transaction contravenes our code of ethics or other policies, (iv) whether the audit committee believes the relationship underlying the transaction to be in the best interests of the company and its stockholders and (v) the effect that the transaction may have on a director’s status as an independent member of the board and on his or her eligibility to serve on the board’s committees. Management will present to the audit committee each proposed related party transaction, including all relevant facts and circumstances relating thereto. Under the policy, we will dissolve and liquidatemay consummate related party transactions only if our audit committee approves or ratifies the transaction in accordance with the amended and restated certificate of incorporation, and we will distribute all amountsguidelines set forth in the policy. The policy will not permit any director or executive officer to participate in the discussion of, or decision concerning, a related person transaction in which he or she is the related party.
Related Party Transactions
Founder Shares
In August 2021, the Sponsor paid $25,000, or approximately $0.006 per share, to cover certain of the offering costs in exchange for an aggregate of 4,312,500 shares of common stock, par value $0.0001 per share (the “Founder Shares”).
The initial stockholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after the initial Business Combination that results in all of the Company’s public stockholders having the right to exchange their shares of common stock for cash, securities or other property (except as described herein under “Principal Stockholders — Transfers of Founder Shares. Private Placement Warrants and Underlying Securities”). The Company refers to such transfer restrictions throughout this Report as the “lock-up”.
Notwithstanding the foregoing, if the last sale price of the common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, the Founder Shares will be released from the lock-up.
Administrative Services Agreement
The Company entered into an agreement, commencing on May 9, 2022, to pay an affiliate of the Company’s officers a total of $5,000 per month for office space, utilities, secretarial support and other administrative and consulting services. Upon completion of the Company’s Business Combination or its liquidation, the Company will cease paying these monthly fees. For the year ended December 31, 2023, the Company incurred $72,000 for these services. For the year ended December 31, 2022, the Company incurred $46,500 for these services.
Promissory Note — Related Party
On August 17, 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $600,000. The Promissory Note was non-interest bearing and payable on the earlier of (i) December 31, 2021 or (ii) the consummation of the Initial Public Offering. As of December 31, 2023 and 2022, there were no outstanding amounts under the Promissory Note. The outstanding amount of $546,343 was repaid at the closing of the Initial Public Offering on May 12, 2022. Borrowings under the Promissory Note are no longer available.
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Due from Related Party
As of December 31, 2023 an amount of $34,100 is due to the Company from the Sponsor for funds held outside the operating account. The original purpose of the funds held outside the operating account was to be under the $250,000 Federal Deposit Insurable Corporation (“FDIC”) threshold. As of December 31, 2022 an amount of $22,740 is due to the Company from the Sponsor for miscellaneous fees the Company paid on its behalf and a sum of the funds to be held outside of trust for working capital purposes of approximately $22,000.
Related Party Loans
In order to finance transaction costs in connection with an intended initial Business Combination, the initial stockholders or an affiliate of the initial stockholders 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 the initial Business Combination, the Company would repay such loaned amounts out of the proceeds of the Trust Account released to the Company. Otherwise, such loans would be repaid only out of funds held outside the Trust Account.
In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used to repay such loaned amounts. Up to $1,500,000 of such loans may be convertible, at the option of the lender, into warrants at a price of $1.00 per warrant of the post Business Combination entity. The Board currently believeswarrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period. As of December 31, 2023 and 2022, there were no amounts outstanding under the Working Capital Loans.
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DELINQUENT SECTION 16(A) REPORTS
Section 16(a) of the Exchange Act requires our directors and executive officers and persons who own more than 10% of the outstanding shares of common stock to file reports with the SEC disclosing their ownership of common stock at the time they become subject to Section 16(a) and changes in such ownership that thereoccur during the year. Based solely on a review of copies of such reports furnished to us, or on written representations that no reports were required, we believe that all directors, executive officers and holders of more than 10% of the common stock complied in a timely manner with the filing requirements applicable to them with respect to transactions during the year ended December 31, 2023.
Required Vote
Directors are elected by a plurality of the votes cast at the Annual Meeting. “Plurality” means that the nominees who receive the largest number of votes cast “FOR” are elected as directors. As a result, any shares not voted “FOR” a particular nominee (whether as a result of stockholder abstention or a broker non-vote) will not be sufficient time before August 12, 2023,counted in such nominee’s favor and will have no effect on the outcome of the election. Votes of “WITHHOLD” and broker non-votes have no legal effect on the election of directors due to complete an initial Business Combination. Accordingly, the Board believesfact that in ordersuch elections are by a plurality. Abstentions will have no effect on the outcome of this proposal. Broker non-votes will have no effect on the outcome of this proposal.
Our Sponsor, all of our directors, executive officers and their affiliates, and the Representatives are expected to be able to consummate a business combination, we will need to obtain the Extension and that, without the Extension, we would be precluded from completing a business combination and would be forced to liquidate even if our stockholders are otherwisevote any common stock owned by them in favor of consummating a business combination.
You are not being asked to vote on any business combination at this time. If the Extension is implemented and you do not elect to redeem your public shares, provided that you are a stockholder oneach nominee. On the record date,
for a meeting to considerour Sponsor, directors and officers of the
business combination, you will beCompany and their affiliates, and the Representatives beneficially owned and were entitled to vote
an aggregate of 4,762,500 shares, including 4,312,500 Founder Shares and 450,000 Representative Shares, representing approximately 66.2% of the Company’s issued and outstanding shares of common stock. Our Sponsor and our directors, executive officers and their affiliates do not intend to purchase shares of common stock in the open market or in privately negotiated transactions in connection with the stockholder vote on Proposal 1.Recommendation of the Board
After careful consideration of all relevant factors, our Board has determined that the election of each of the director nominees is in the best interests of the Company and its stockholders. Our Board has approved and declared advisable adoption of Proposal 1.
Our Board unanimously recommends that our stockholders vote “FOR” the approval of each director nominee in Proposal 1.
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PROPOSAL 2: RATIFICATION OF THE APPOINTMENT OF WITHUMSMITH+BROWN, PC
AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE FISCAL YEAR ENDING DECEMBER31, 2024
Stockholders will also be asked to ratify the Audit Committee’s appointment of WithumSmith+Brown, PC to audit the books and accounts of the Company for the fiscal year ended December 31, 2024. WithumSmith+Brown, PC has served as the Company’s independent registered public accounting firm since inception.
A representative of WithumSmith+Brown, PC is expected to be present virtually at the Annual Meeting, will have an opportunity to make a statement if he or she desires to do so, and will be available to respond to appropriate questions.
Because your vote is advisory, it will not be binding upon the Audit Committee, overrule any decision made by the Audit Committee, or create or imply any additional fiduciary duty by the Audit Committee. The Audit Committee may, however, take into account the outcome of the vote when considering future auditor appointments.
Audit Fees and Services
Aggregate fees for professional services rendered by WithumSmith+Brown, PC for their services for the fiscal years ended December 31, 2023 and 2022, respectively, were as follows:
| | 2023 | | 2022 |
Audit Fees | | $ | 82,160 | | 86,866 |
Audit-related fees | | | — | | — |
Tax fees | | | 4,000 | | 4,000 |
All other fees | | | — | | — |
TOTAL | | $ | 86,160 | | 90,866 |
Audit Fees
Audit fees represent the aggregate fees billed for professional services rendered by our independent accounting firm for the audit of our annual financial statements, review of financial statements included in our quarterly reports, or services that are normally provided in connection with statutory and regulatory filings or engagements for those fiscal years.
Audit-Related Fees
Audit-related fees represent the aggregate fees billed for reviews of registration statements as well as assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit Fees.”
Tax Fees
Tax fees represent the aggregate fees billed for professional services rendered by our principal accountants for tax compliance, tax advice, and tax planning for such years.
All Other Fees
All other fees represent the aggregate fees billed for products and services other than the services reported in the other categories.
Audit Committee Pre-Approval Policies and Procedures
The Audit Committee on an annual basis reviews audit and non-audit services performed by the independent auditors. All audit and non-audit services are pre-approved by the Audit Committee, which considers, among other things, the possible effect of the performance of such services on the business combination when itauditors’ independence.
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All services provided by the independent auditors during the years ended December 31, 2023 and 2022 were approved by the Audit Committee in accordance with our pre-approval policy and applicable SEC regulations.
Required Vote
The affirmative vote of holders of a majority of the votes cast by the stockholders present in person or represented by proxy at the Annual Meeting, including the Founder Shares, is submittedrequired to stockholdersis necessary to ratify the appointment of WithumSmith+Brown, PC as our independent registered public accounting firm for the fiscal year ending December 31, 2024.
Our Sponsor, all of our directors, executive officers and will retaintheir affiliates, and the rightRepresentatives are expected to redeem your publicvote any common stock owned by them in favor of Proposal 2. On the record date, our Sponsor, directors and officers of the Company and their affiliates, and the Representatives beneficially owned and were entitled to vote an aggregate of 4,762,500 shares, for cashincluding 4,312,500 Founder Shares and 450,000 Representative Shares, representing approximately 66.2% of the Company’s issued and outstanding shares of common stock. Our Sponsor and our directors, executive officers and their affiliates do not intend to purchase shares of common stock in the eventopen market or in privately negotiated transactions in connection with the business combinationstockholder vote on Proposal 2.
Recommendation of the Board
After careful consideration of all relevant factors, our Board has determined that Proposal 2 is in the best interests of the Company and its stockholders. Our Board has approved and completed or we have not consummated a business combination bydeclared advisable adoption of Proposal 2.
Our Board unanimously recommends that our stockholders vote “FOR” the Extended Date.approval of Proposal 2.