PROPOSAL NO. 1 — THE EXTENSION AMENDMENT PROPOSAL
Overview
FIAC is proposing to amend its Certificate of Incorporation to extend the date by which FIAC has to consummate a Business Combinationbusiness combination to the Charter Extension Date so as to give FIAC additional time to complete athe Business Combination.Combination and to lower the incremental and aggregate cost for each monthly extension.
Without the Charter Extension, FIAC believes that FIAC may not be able to complete athe Business Combination on or before the Original Termination Date. If that were to occur, FIAC would be forced to liquidate.
As contemplated by the Certificate of Incorporation, the holders of Public Stock may elect to redeem all or a portion of their Public Stock in exchange for their pro rata portion of the funds held in the Trust Account if the Charter Extension is implemented, FIAC will not proceed with the Charter Extension the unless the Maximum Redemption Condition is met.implemented.
On November 28, 2022,December [•], 2023, the most recent practicable date prior to the date of this proxy statement, the redemption price per share was approximately $10.30,$[•], based on the aggregate amount on deposit in the Trust Account of approximately $236,884,235$[•] as of November 28, 2022December [•], 2023 (including interest not previously released to FIAC to pay its franchise and income taxes), divided by the total number of then outstanding Public Stock. The redemption price per share in connection with the Extension Amendment Proposal will be calculated based on the aggregate amount on deposit in the Trust Account two business days prior to the Stockholder Meeting. The closing price of the Public Stock on the Nasdaq Stock Market LLC on November 28, 2022,[•], 2023, was $10.08.$[•]. Accordingly, if the market price of the Public Stock were to remain the same until the date of the Stockholder Meeting, exercising redemption rights would result in a public stockholder receiving approximately $0.22 more$[•] [more/less] per share than if the shares were sold in the open market (based on the current per share redemption price as of November 28, 2022)December [•], 2023). FIAC cannot assure stockholders that they will be able to sell their Public Stock in the open market, even if the market price per share is lower than the redemption price stated above, as there may not be sufficient liquidity in its securities when such stockholders wish to sell their shares. FIAC believes that such redemption right enables its public stockholders to determine whether or not to sustain their investments for an additional period if FIAC does not complete athe Business Combination on or before the Original Termination Date.
ReasonsRedemption Rights
Pursuant to the Certificate of Incorporation, holders of Public Stock may seek to redeem their shares for cash, regardless of whether they vote for or against, or whether they abstain from voting on, the Extension Amendment Proposal. In connection with the Extension Amendment Proposal
FIAC’s Certificate and contingent upon the effectiveness of Incorporation providesthe implementation of the Charter Extension, any stockholder holding Public Stock may demand that FIAC has until May 1, 2023 to complete a Business Combination. FIAC and its officers and directors agreed that they would not seek to amend FIAC’s Certificate of Incorporation to allowredeem such shares for a full pro rata portion of the Trust Account (which, for illustrative purposes, was $[•] per share of Public Stock as of December [•], 2023), calculated as of two business days prior to the Stockholder Meeting. If a holder properly seeks Redemption as described in this section, FIAC will redeem these shares for a pro rata portion of funds deposited in the Trust Account and the holder will no longer periodown these shares following the Stockholder Meeting.
As a holder of timePublic Stock, you will be entitled to receive cash for any Public Stock to be redeemed only if you:
(i)
| (a) hold Public Stock or (b) hold Public Stock through Units and elect to separate your Units into the underlying Public Stock and Public Warrants prior to exercising your redemption rights with respect to the Public Stock; |
(ii)
| submit a written request to the Transfer Agent, in which you (a) request that FIAC redeem all or a portion of your Public Stock for cash, and (b) identify yourself as the beneficial holder of the Public Stock and provide your legal name, phone number and address; and |
(iii)
| deliver your Public Stock to the Transfer Agent, physically or electronically through DTC. |
Holders must complete the procedures for electing to redeem their Public Stock in the manner described above prior to 5:00 p.m., Eastern Time, on December [•], 2023 (two business days prior to the initially scheduled date of the Stockholder Meeting) in order for their shares to be redeemed.
The redemption rights include the requirement that a Business Combinationholder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Continental in order to validly redeem its shares.
If you hold your shares in “street name,” you will have to coordinate with your broker to have your shares certificated or delivered electronically. Shares of FIAC that have not been tendered (either physically or electronically) in accordance with these procedures will not be redeemed for cash. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through DTC’s DWAC system. The Transfer Agent will typically charge the tendering broker a fee and it would be up to the broker whether or not to pass this cost on to the redeeming stockholder.
Any request for Redemption, once made by a holder of Public Stock, may not be withdrawn following the Redemption Deadline, unless FIAC provided holdersapproved by the Board. Any corrected or changed written exercise of redemption rights must be received by the Transfer Agent, by the Redemption Deadline.
Notwithstanding the foregoing, a public stockholder, together with any affiliate of such public stockholder or any other person with whom such public stockholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its Public Stock with respect to more than an aggregate of 15% of the rightoutstanding shares of Public Stock, without our prior consent. Accordingly, if a public stockholder, alone or acting in concert or as a group, seeks to seek Redemptionredeem more than 15% of the outstanding shares of Public Stock, then any such shares in excess of that 15% limit would not be redeemed for cash, without our prior consent.
The closing price of Public Stock on December [•], 2023, the most recent practicable date prior to the date of this proxy statement, was $[•] per share. The cash held in the Trust Account on such date was approximately $[•] (including interest not previously released to FIAC to pay its franchise and income taxes) ($[•] per share of Public Stock). Prior to exercising redemption rights, stockholders should verify the market price of Public Stock as they may receive higher proceeds from the sale of their Public Stock in connection therewith. The Board believesthe public market than from exercising their redemption rights if the market price per share is higher than the redemption price. FIAC cannot assure its stockholders that it isthey will be able to sell their Public Stock in the best interestsopen market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when its stockholders wish to sell their shares.