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Holders (“public shareholders”) of Tenzing’s ordinary shares (“public shares”) sold in its initial public offering (“IPO”) may elect to redeem their public shares for theirpro rata portion of the funds available in the trust account in connection with the Extension Proposal (the “Election”) regardless of how such public shareholders vote in regard to those amendments. This right of redemption is provided for and is required by Tenzing’s Amended and Restated Memorandum and Articles of Association and Tenzing also believes that such redemption right protects Tenzing’s public shareholders from having to sustain their investments for an unreasonably long period if Tenzing fails to find a suitable acquisition inconsummate the timeframe initially contemplatedMerger or another business combination by its Amended and Restated Memorandum and Articles of Association.the Extended Date. If the Extension Proposal is approved by the requisite vote of shareholders (and not abandoned), the remaining holders of public shares will retain their right to redeem their public shares for theirpro rata portion of the funds available in the trust account upon consummation of athe Merger or another business combination.
| September 9, 2020 | | | By Order of the Board of Directors | |
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| | | | /s/ Rahul Nayar Rahul Nayar, Chief Executive Officer | |
Based upon the current amount in the trust account, Tenzing estimates that the per-share pro rata portion of the trust account will be approximately $ at the time of the special meeting. The closing price of Tenzing’s shares on , 2020 was $ . Tenzing cannot assure shareholders that they will be able to sell their shares of Tenzing in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares.
The Adjournment Proposal, if adopted, will allow our Board to adjourn the special meeting to a later date or dates to permit further solicitation of proxies. The Adjournment Proposal will only be presented to our shareholders in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal.
If the Extension Proposal is not approved and we do not consummate a business combination or execute a definitive agreement for a business combination by May 26, 2020 in accordance with our Amended and Restated Memorandum and Articles of Association, or if the Extension Proposal is approved and we do not consummate a business combination by the Extended Date, we will cease all operations except for the purpose of winding up and as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares with the aggregate amount then on deposit in the trust account.
The affirmative vote of the holders of at least 65% of the Company’s ordinary shares entitled to vote which are present (in person online or by proxy) at the special meeting and which vote on the Extension Proposal will be required to approve the Extension Proposal.
The affirmative vote of a majority of the Company’s ordinary shares entitled to vote which are present (in person online or by proxy) at the special meeting and which vote on the Adjournment Proposal will be required to approve the Adjournment Proposal.
Our Board has fixed the close of business on , 2020 as the date for determining Tenzing shareholders entitled to receive notice of and vote at the special meeting and any adjournment thereof. Only holders of record of Tenzing shares on that date are entitled to have their votes counted at the special meeting or any adjournment thereof.
You are not being asked to vote on a business combination at this time. If the Extension is implemented and you do not elect to redeem your public shares, you will retain the right to vote on any proposed business combination if and when it is submitted to shareholders and the right to redeem your public shares for apro rata portion of the trust account in the event such business combination is approved and completed or the Company has not consummated a business combination by the Extended Date.
After careful consideration of all relevant factors, our Board has determined that the Extension Proposal and, if presented, the Adjournment Proposal are fair to and in the best interests of Tenzing and its shareholders, has declared them advisable and recommends that you vote or give instruction to vote “FOR” the Extension Proposal and, if presented “FOR” the Adjournment Proposal.
No other business shall be transacted at the special meeting.
Enclosed is the proxy statement containing detailed information concerning the Extension Proposal and the Adjournment Proposal and the special meeting. Whether or not you plan to attend the special meeting, we urge you to read this material carefully and vote your shares.
We look forward to seeing you at the meeting.
Your vote is important. Please sign, date and return your proxy card as soon as possible to make sure that your shares are represented at the special meeting. If you are a shareholder of record, you may also cast your vote in person online at the special meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank how to vote your shares, or you may cast your vote in person online at the special meeting by obtaining a proxy from your brokerage firm or bank.
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Shareholders to be held on May , 2020: This notice of meeting and the accompanying proxy statement are available at https://www. .
TENZING ACQUISITION CORP.
250 WEST 55th STREET
NEW YORK, NEW YORK 10019
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD MAY , 2020
PROXY STATEMENT
The special meeting (the “special meeting”) of shareholders of Tenzing Acquisition Corp. (“Tenzing,” “Company,” “we,” “us” or “our”), a British Virgin Islands business company, will be held at 10:00 a.m. Eastern Time on May , 2020, as a virtual meeting. You will be able to attend, vote your shares, and submit questions during the special meeting via a live webcast available at , for the sole purpose of considering and voting upon the following proposals:
The Extension Proposal is essential to the overall implementation of the Board’s plan to extend the date that Tenzing must complete an initial business combination. The purpose of the Extension Proposal is to allow Tenzing more time to complete an initial business combination. In the event that Tenzing enters into a definitive agreement for a business combination prior to the special meeting, Tenzing will issue a press release and file a Current Report on Form 8-K with the Securities and Exchange Commission announcing the proposed business combination.
The affirmative vote of the holders of at least 65% of the Company’s ordinary shares entitled to vote which are present (in person online or by proxy) at the special meeting and which vote on the Extension Proposal will be required to approve the Extension Proposal. The affirmative vote of a majority of the Company’s ordinary shares entitled to vote which are present (in person online or by proxy) at the special meeting and which vote on the Adjournment Proposal will be required to approve the Adjournment Proposal.
If the Extension Proposal is approved, our sponsor, or its designees, has agreed to contribute to us as a loan (i) $ for each public share that is not redeemed (the “Initial Contribution”) in connection with the special meeting plus (ii) $ for each public share that is not redeemed for each subsequent calendar month commencing on July 27, 2020, and on the 23rdday of each subsequent month, or portion thereof, that is needed by Tenzing to complete an initial business combination from May 26, 2020 until the Extended Date (the “Additional Contributions” and, collectively with the Initial Contribution, the “Contributions”). For example, if Tenzing takes until September 28, 2020 to complete its business combination, which would represent four calendar months, our sponsor or its designees would make aggregate maximum Contributions of approximately $ per share (assuming no public shares were redeemed). Assuming the Extension Proposal is approved, the Initial Contribution will be deposited in the trust account promptly following the special meeting.
Each Additional Contribution will be deposited in the trust account within nineteen calendar days from the beginning of such calendar month (or portion thereof). Accordingly, if the Extension Proposal is approved and the Extension is implemented and the Company takes the full time through the Extended Date to complete the initial business combination, the redemption amount per share at the meeting for such business combination or the Company’s subsequent liquidation will be approximately $ per share, in comparison to the current redemption amount of $ per share (assuming no public shares were redeemed). The Contributions are conditioned upon the implementation of the Extension Proposal. The Contributions will not occur if the Extension Proposal is not approved or the Extension is not completed. The amount of the Contributions will not bear interest and will be repayable by us to our sponsor or its designees upon consummation of an initial business combination. If our sponsor or its designees advises us that it does not intend to make the Contributions, then the Extension Proposal and the Adjournment Proposal will not be put before the shareholders at the special meeting and, unless we can complete an initial business combination by May 26, 2020(or June 23, 2020 if the Company has executed a definitive agreement for a business combination by May 26, 2020), we will dissolve and liquidate in accordance with the Amended and Restated Memorandum and Articles of Association. Our sponsor or its designees will have the sole discretion whether to continue extending for additional calendar months until the Extended Date and if our sponsor determines not to continue extending for additional calendar months, its obligation to make Additional Contributions will terminate.
In connection with the Extension Proposal, holders (“public shareholders”) of Tenzing’s ordinary shares sold in its IPO (“public shares”) may elect to redeem their public shares for theirpro rata portion of the funds available in the trust account in connection with the Extension Proposal (the “Election”) regardless of how such public shareholder votes in regard to the Extension Proposal. Tenzing believes that such redemption right protects Tenzing’s public shareholders from having to sustain their investments for an unreasonably long period if Tenzing fails to find a suitable acquisitioncomplete its initial business combination in the timeframe initially contemplated by its Amended and Restated Memorandum and Articles of Association. If the Extension Proposal is approved and implemented, the remaining public shareholders will retain their right to redeem their public shares for theirpro rata portion of the funds available in the trust account upon consummation of ain connection with any meeting to approve an initial business combination.
If the Extension Proposal is not approved and we do not consummate a business combination by May 26,September 28, 2020, (or June 23, 2020 if the Company has executed a definitive agreement for a business combination by May 26, 2020), as contemplated by our IPO prospectus and in accordance with our Amended and Restated Memorandum and Articles of Association, we will, as promptly as reasonably possible but not more than five business days thereafter, distribute the aggregate amount then on deposit in the trust account (net of taxes payable, and less up to $50,000 of interest to pay liquidation expenses), pro rata to our public shareholders by way of redemption and cease all operations except for the purposes of winding up of our affairs by way of a voluntary liquidation, as further described herein. Any redemption of public shareholders from the trust account shall be effected as required by our Amended and Restated Memorandum and Articles of Association prior to our commencing any voluntary liquidation. If we are required to liquidate prior to distributing the aggregate amount then on deposit in the trust account (net of taxes payable, and less up to $50,000 of interest to pay liquidation expenses) pro rata to our public shareholders, then such winding up, liquidation and distribution must comply with the applicable provisions of the BVI Business Companies 2004 Act.Act of 2004. In that case, investors may be forced to wait beyond May 26,September 28, 2020 (or June 23, 2020, as applicable) before the proceeds of our trust account become available to them, and they receive the return of their pro rata portion of the proceeds from our trust account. Except as otherwise described herein, we have no obligation to return funds to investors prior to the date of any redemption required as a result of our failure to consummate our initial business combination within the period described above or our liquidation, unless we consummate our initial business combination prior thereto and only then in cases where investors have sought to redeem their ordinary shares. Only upon any such redemption of public shares as we are required to effect or any liquidation will public shareholders be entitled to distributions if we are unable to complete our initial business combination.
The
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TO BE HELD MAY ,SEPTEMBER 24, 2020
| Q. Why am I receiving this proxy statement? | | A. This proxy statement and the accompanying materials are being sent to you in connection with the solicitation of proxies by the Board, for use at the special meeting of shareholders to be held on | |
Tenzing is a blank check company formed in March 2018 | |
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Q. What is being voted on? | | A. You are being asked to vote on: | | |
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| • a proposal to further amend Tenzing’s Amended and Restated Memorandum and Articles of Association to extend the date by which Tenzing must consummate a business combination from | |
| | | | • a proposal to direct the chairman of the special meeting to adjourn the special meeting 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 special meeting, there are not sufficient votes to approve the Extension Proposal. | |
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| The Extension Proposal is essential to the overall implementation of our Board’s plan to extend the date by which we have to complete | ||||
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| | | | You are also being asked to direct the chairman of the special meeting to adjourn the special meeting 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 special meeting, there are not sufficient votes to approve the Extension Proposal. | |
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| | A. Tenzing’s Amended and Restated Memorandum and Articles of Association provides for the return of the IPO proceeds held in trust to public shareholders if there is no qualifying business combination(s) consummated on or before | | ||
| | | | The purpose of the Extension Proposal and, if necessary, the Adjournment Proposal, is to allow us additional time to complete the Merger pursuant to the Merger Agreement or another business combination. | |
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Q. Why should I vote for the Extension Proposal? | | A. The Board believes that given Tenzing’s expenditure of time, effort and money on finding a business combination, circumstances warrant providing public shareholders an opportunity to consider |
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| | | | Tenzing’s Amended and Restated Memorandum and Articles of Association require the affirmative vote of the holders of at least 65% of the Company’s ordinary shares which are present (in person online or by proxy) and which vote at the special meeting in order to effect an amendment to certain of its provisions, including any amendment that would extend its corporate existence beyond | |
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| Q. How do the Tenzing insiders intend to vote their shares? | | A. All of Tenzing’s directors, executive officers, initial shareholders and their respective affiliates are expected to vote any ordinary shares over which they have voting control (including any public shares owned by them) in favor of the Extension Proposal and the Adjournment Proposal. | | |
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| Tenzing’s directors, executive officers, initial shareholders and their respective affiliates are not entitled to redeem the founder shares. Public shares purchased on the open market by Tenzing’s directors, executive officers and their respective affiliates may be redeemed. On the record date, Tenzing’s directors, executive officers, initial shareholders and their affiliates beneficially owned and were entitled to vote | ||||
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| | | | Tenzing’s directors, executive officers, initial shareholders and their affiliates may choose to buy public shares in the open market and/or through negotiated private purchases. In the event that purchases do occur, the purchasers may seek to purchase shares from shareholders who would otherwise have voted against the Extension Proposal. Any public shares held by or subsequently | |
| | | | purchased by affiliates of Tenzing may be voted in favor of the Extension Proposal. | |
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| | A. If the Extension Proposal is approved, our sponsor, or its designees, has agreed to contribute to us as a loan (i) | | |
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Q. What vote is required to adopt the Extension Proposal? | | A. Pursuant to Tenzing’s Amended and Restated Memorandum and Articles of Association, approval of the Extension Proposal will require the affirmative vote of at least 65% of the Company’s ordinary shares entitled to vote which are present (in person online or by proxy) at the special meeting and which vote on the Extension |
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| Q. What vote is required to approve the Adjournment Proposal? | | A. The affirmative vote of a majority of the Company’s ordinary shares entitled to vote and which are present (in person online or by proxy) at the special meeting and which | | |
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| If your shares are held by your broker as your nominee (that is, in “street name”), you may need to obtain a proxy form from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker to vote your shares. If you do not give instructions to your broker, your broker can vote your shares with respect to “discretionary” items, but not with respect to “non-discretionary” items. Discretionary items are proposals considered routine under the rules of the New York Stock Exchange applicable to member brokerage firms. These rules provide that for routine matters your broker has the discretion to vote shares held in street name in the absence of your voting instructions. On non-discretionary items for which you do not give your broker instructions, the shares will be treated as broker non-votes. We believe that each of the proposals are “non-discretionary” items. | ||||
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| Q. What if I don’t want to vote for the Extension Proposal? | | A. If you do not want the Extension Proposal to be approved, you should vote against the Extension Proposal. If the Extension Proposal is approved, and the Extension is implemented, and you have exercised your redemption rights then the Withdrawal Amount will be withdrawn from the trust account and paid to you and the other redeeming public shareholders. | | |
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Q. Will you seek any further extensions to liquidate the trust account? | | A. Other than the extension until the Extended Date as described in this proxy statement, Tenzing does not anticipate, but is not prohibited from, seeking the requisite shareholder consent to any further extension to consummate a business combination. Tenzing has provided that all holders of public shares, whether they vote for or against the Extension Proposal, may elect to redeem their public shares into their pro rata portion of the trust account and should receive the funds shortly after the special meeting. Those holders of public shares who elect not to redeem their shares now shall retain redemption rights with respect to the initial business | |
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| | A. If the Extension Proposal is not approved and we have not consummated a business combination by | |
| | | | business days thereafter, subject to lawfully available funds therefor, redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the amount then on deposit in the trust account, including interest earned thereon not previously released to us for the payment of taxes (less up to $50,000 of interest to pay liquidation expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law; and (c) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and the Board, dissolve and liquidate, subject (in the case of (b) and (c) above) to our obligations to provide for claims of creditors and the requirements of other applicable law. | |
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| | | | The initial shareholders have waived their rights to participate in any liquidation distribution with respect to their founder shares or the ordinary shares included in the private placement units. There will be no distribution from the trust account with respect to our warrants, which will expire worthless in the event we wind up. | |
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| Q. If the Extension Proposal is approved, what happens next? | | A. If the Extension Proposal is approved, | | |
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| If the Extension Proposal is approved, we will, pursuant to that certain Investment Management Trust Agreement (the “Trust Agreement”) between us and Continental Stock Transfer & Trust Company, remove the Withdrawal Amount from the trust account, deliver to the holders of redeemed public shares their portion of the Withdrawal Amount and retain the remainder of the funds in the trust account for our use in connection with consummating | ||||
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| | | | We will not implement the Extension if we would not have at least $5,000,001 of net tangible assets following approval of the Extension Proposal after taking into account the Election. | |
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| | | | If the Extension Proposal is approved and the Extension is implemented, the removal of the Withdrawal Amount from the trust account in connection with the Election will reduce the amount held in the trust account following the Election and increase the percentage interest of Tenzing’s ordinary shares held by Tenzing’s officers, directors, initial shareholders and their affiliates. We cannot predict the amount that will remain in the trust account if the Extension Proposal is approved and the amount remaining in the trust account may be only a small fraction of the approximately | |
| | | | its units, ordinary shares and warrants will remain publicly traded. | |
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| | A. The Company will bear the cost of soliciting proxies and will reimburse brokerage firms and others for expenses involved in forwarding proxy materials to beneficial owners or soliciting their execution. In addition to solicitations by mail, the Company, through | | ||
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Q. How do I change my vote? | | A. If you have submitted a proxy to vote your shares and wish to change your vote, you may do so by delivering a later-dated, signed proxy card to Tenzing’s Secretary prior to the date of the special meeting or by voting in person online at the special meeting. Attendance at the special meeting alone will not change your vote. You also may revoke your proxy by sending a notice of revocation to Tenzing located at 250 West 55th Street, New York, NY 10019, Attn: Secretary. | | ||
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Q. If my shares are held in “street name,” will my broker automatically vote them for me? | | A. No. If you do not give instructions to your broker, your broker can vote your shares with respect to “discretionary” items, but not with respect to “non-discretionary” items. We believe that each of the proposals are “non-discretionary” items. | | ||
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| Your broker can vote your shares with respect to “non-discretionary items” only if you provide instructions on how to vote. You should instruct your broker to vote your shares. Your broker can tell you how to provide these instructions. If you do not give your broker instructions, your shares will be treated as broker non-votes with respect to all proposals and will have the effect of a vote “AGAINST”. | ||||
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| Q. What is a quorum requirement? | | A. A quorum of shareholders is necessary to hold a valid meeting. A quorum will be present for the special meeting if there are present in person or by proxy not less than 50% of the Company’s ordinary shares present at the meeting in person online or by proxy. Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you attend the special meeting in person online. Abstentions will be counted towards the quorum requirement. If there is no quorum, the chairman of the special meeting may adjourn the special meeting to another date. | |
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| | A. Only holders of record of Tenzing’s ordinary shares at the close of business on | |
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| Shareholder of Record: Shares Registered in Your Name.If on the record date your shares were registered directly in your name with Tenzing’s transfer agent, Continental Stock Transfer & Trust Company, then you are a shareholder of record. As a shareholder of record, you may vote in person online at the special meeting or vote by proxy. Whether or not you plan to attend the special meeting in person online, we urge you to fill out and return the enclosed proxy card to ensure your vote is counted. | | ||
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| Beneficial Owner: Shares Registered in the Name of a Broker or | | ||
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Q. Does the Board recommend voting for the approval of the Extension Proposal? | | A. Yes. After careful consideration of the terms and conditions of these proposals, the Board has determined that the Extension Proposal is fair to and in the best interests of Tenzing and its shareholders. The Board recommends that Tenzing’s shareholders vote “FOR” the Extension Proposal and “FOR” the Adjournment | | |
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Q. What interests do the Company’s | | A. Tenzing’s current and former directors, officers, initial shareholders and their affiliates have interests in the proposals that may be different from, or in addition to, your interests as a shareholder. These interests include ownership of certain securities of the Company. See the section entitled “The Extension Proposal — Interests of Tenzing’s | | |
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Q. What happens to the Tenzing warrants if the Extension Proposal is not approved? | | A. If the Extension Proposal is not approved, we will automatically wind up, liquidate and dissolve effective starting on | |
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| | | A. | If the Extension Proposal is approved, Tenzing will continue to attempt to consummate | |
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Q. What do I need to do now? | | A. Tenzing urges you to read carefully and consider the information contained in this proxy statement, including the annex and to consider how the proposals will affect you as a Tenzing shareholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement and on the enclosed proxy card. | | ||
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Q. How do I vote? | | A. If you are a holder of record of Tenzing public shares, you may vote in person online at the special meeting or by submitting a proxy for the special meeting. Whether or not you plan to attend | |
| | | | the special meeting in person online, we urge you to vote by proxy to ensure your vote is counted. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. You may still attend the special meeting and vote in person online if you have already voted by proxy. | |
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| | | | If your shares of Tenzing are held in “street name” by a broker or other agent, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the special meeting. However, since you are not the shareholder of record, you may not vote your shares in person online at the special meeting unless you request and obtain a valid proxy from your broker or other agent. | |
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| Q. How do I exercise my redemption rights? | | A. If the Extension is implemented, each public shareholder may seek to redeem such shareholder’s public shares for its pro rata portion of the funds available in the trust account, less any income taxes owed on such funds but not yet paid. You will also be able to redeem your public shares in connection with any shareholder vote to approve a proposed business combination, or if the Company has not consummated a business combination by the Extended Date. | | |
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| In connection with tendering your shares for redemption, you must elect either to physically tender your share certificates to Continental Stock Transfer & Trust Company, the Company’s transfer agent, at Continental Stock Transfer & Trust Company, One State Street Plaza, 30th Floor, New York, New York 10004-1561, Attn: Mark Zimkind, mzimkind@continentalstock.com, at least two business days prior to the special meeting or to deliver your shares to the transfer agent electronically using The Depository Trust Company’s DWAC | |
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| | Certificates that have not been tendered in accordance with these procedures at least two business days prior to the special meeting will not be redeemed for cash. In the event that a public shareholder tenders its shares and decides prior to the special 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 special meeting not to redeem your 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. | |||
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| Q. What should I do if I receive more than one set of voting | | A. You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards, if your shares are registered in more than one name or are registered in different accounts. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. Please | |
| | | | complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your Tenzing shares. | |
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| Q. Who can help answer my questions? | | A. If you have questions about the proposals or if you need additional copies of the proxy statement or the enclosed proxy card you should contact: | | |
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| Tenzing Acquisition Corp. | ||||
250 West | |||||
New York, New York 10019 | |||||
Attn: Rahul Nayar | |||||
Telephone: (212) 710-5220 | | ||||
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| | | | Advantage Proxy, Inc. P.O. Box 13581 | |
Des Moines, WA 98198 | |||||
Attn: Karen Smith | |||||
Toll Free: (877) 870-8565 | |||||
Collect: (206) 870-8565 | | ||||
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| You may also obtain additional information about the Company from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.” |
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for purposes of consummating an initial business combination.
$34,021,318.
1,581,250 founder shares outstanding and held by our sponsor.
time.
The Potential Business Combination
Tenzing is currently in discussions to complete a business combination that will qualify as an initial business combination under its Amended and Restated Memorandum and Articles of Association. In the event that Tenzing enters into a definitive agreement for a business combination prior to the special meeting, Tenzing will issue a press release and file a Current Report on Form 8-K with the SEC announcing the proposed business combination.
pro rata portion of the trust account in the event such business combination is approved and completed or the
Company has not consummated athe business combination by the Extended Date.
On February 18, 2020, our shareholders approved to extend the date by which we must consummate a business combination from February 23, 2020 to May 26, 2020 (or June 23, 2020 if the Company has executed a definitive agreement for a business combination by May 26, 2020). Due to the unprecedented market interruptions caused by the global spread of COVID-19,
we will need to obtain the Extension. If we fail to complete an initial business combination on or before September 28, 2020, we would be precluded from completing our initial business combination and would be forced to liquidate even if our shareholders are otherwise in favor of consummating the business combination. For more information about the Merger, see the proxy statement/prospectus included in our Registration Statement on Form S-4 in connection with the Merger, initially filed with the SEC on August 12, 2020, as may be amended and supplemented from time to time.
A
.We believe that the foregoing Amended and Restated Memorandum and Articles of Association provision was included to protect Company public shareholders from having to sustain their investments for an unreasonably long period if the Company failed to findcomplete a suitable 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 finding athe suitable targets for our initial business combination, including the Merger, thus far, circumstances warrant providing public shareholders an opportunity to consider a business combination.
following September 28, 2020.
Redemption Rights
If properly demanded, the Company will redeem each public share for apro rata portion of the funds available in the trust account, less any income taxes owed on such funds but not yet paid, calculated as of two days prior to the special meeting. As of ,September 2, 2020, this would amount to approximately $$10.78 per share. The closing price of Tenzing’s shares on ,September 2, 2020 was $ .$10.70. Accordingly, if the market price were to remain the same until the date of the special meeting, exercising redemption rights would result in a public shareholder receiving $$.08 less for each share than if such shareholder sold the shares in the open market.
A
.https://www.cstproxy.com/tenzingacquisitioncorp/sms2020.
Approximate | ||||||||
Percentage of | ||||||||
Amount and | Outstanding | |||||||
Nature of | Shares of | |||||||
Beneficial | Common | |||||||
Name and Address of Beneficial Owner(1) | Ownership | Stock | ||||||
Tenzing LLC(2)(3) | 1,581,250 | 19.1 | % | |||||
Rahul Nayar(2)(3) | 1,581,250 | 19.1 | % | |||||
Parag Saxena(2)(3) | 1,581,250 | 19.1 | % | |||||
Gonzalo Cordova(4) | — | — | ||||||
Atanuu Agarrwal(4) | — | — | ||||||
William I. Campbell(4). | — | — | ||||||
Nina Shapiro(4) | — | — | ||||||
Vika Thapar(4). | — | — | ||||||
All directors and officers as a group | 1,581,250 | 19.1 | % | |||||
Mizuho Financial Group, Inc. (5) | 638,044 | 7.77 | % |
Name and Address of Beneficial Owner(1) | | | Amount and Nature of Beneficial Ownership | | | Approximate Percentage of Outstanding Shares of Common Stock | | ||||||
Tenzing LLC(2)(3) | | | | | 1,924,250 | | | | | | 37.5% | | |
Rahul Nayar(2)(3) | | | | | 1,924,250 | | | | | | 37.5% | | |
Parag Saxena(2)(3) | | | | | 1,924,250 | | | | | | 37.5% | | |
Gonzalo Cordova(4) | | | | | — | | | | | | — | | |
Atanuu Agarrwal(4) | | | | | — | | | | | | — | | |
William I. Campbell(4) | | | | | — | | | | | | — | | |
Nina Shapiro(4) | | | | | — | | | | | | — | | |
Vika Thapar(4) | | | | | — | | | | | | — | | |
All directors and officers as a group | | | | | 1,924,250 | | | | | | 37.5% | | |
Mizuho Financial Group, Inc.(5) | | | | | 638,044 | | | | | | 7.77% | | |
NY 10019. www.sec.gov THE SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON 2, IF PRESENTED.Securities Exchange Act of 1934, as amended.Act. You may read and copy reports, proxy statements and other information filed by Tenzing with the SEC at its public reference room located at 100 F Street, N.E., Washington, D.C. 20549-1004. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. You may also obtain copies of the materials described above at prescribed rates by writing to the SEC, Public Reference Section, 100 F Street, N.E., Washington, D.C. 20549-1004. Tenzing files its reports, proxy statements and other information electronically with the SEC. You may access information on Tenzing at the SEC website containing reports, proxy statements and other information at http://www.sec.gov.
250 West 55th Street
New York, NY 10019
Tel: (212) 710-522021or:
P.O. Box 13581
Des Moines, WA 98198
Attn: Karen Smith
Toll Free: (877) 870-8565
Collect: (206) 870-8565,September 15, 2020.22(the (the “Company”)
RESOLUTIONS OF THE SHAREHOLDERS OF THE COMPANY“23.2In the event that the Company fails to consummate a Business Combination by July 27, 2020 (or September 28, 2020 if the Company has executed a definitive agreement for a business combination by July 27, 2020) (such date or later date, as applicable, being referred to as theTermination Date), such failure shall trigger an automatic redemption of the Public Shares (anAutomatic Redemption Event) and the Directors of the Company shall take all such action necessary (i) as promptly as reasonably possible but no more than five (5) Business Days thereafter to redeem the Public Shares or distribute the trust account to the holders of Public Shares, on a pro rata basis, in cash at a per-share amount equal to the applicable Per-Share Redemption Price; and (ii) as promptly as practicable, to cease all operations except for the purpose of making such distribution and any subsequent winding up of the Company’s affairs. In the event of an Automatic Redemption Event, only the holders of Public Shares shall be entitled to receive pro rata redeeming distributions from the trust account with respect to their Public Shares.”A-1
250 West 55th55th Street
NEW YORK, NY 10019MAY ,
FOLD AND DETACH HERE
FORMAY ,
SEPTEMBER 24, 2020,September 9, 2020, in connection with the special meeting and at any adjournments thereof (the “Meeting”) to be held at 10:9:00 a.m. Eastern Time on May ,Thursday, September 24, 2020, as a virtual meeting, and hereby appoints Rahul Nayar and Gonzalo Cordova, and each of them (with full power to act alone), the attorneys and proxies of the undersigned, with power of substitution to each, to vote all ordinary shares of Tenzing Acquisition Corp. (the “Company”) registered in the name provided, which the undersigned is entitled to vote at the Meeting 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 this Proxy Statement.2.May ,September 24, 2020: This notice of meeting and the accompany proxy statement are available at https://www.cstproxy.com/tenzingacquisitioncorp/sms2020. FORAGAINSTABSTAINAmend Tenzing’s Amended and Restated Memorandum and Articles of Association to extend the date that Tenzing must consummate a business combination to July 27, 2020 (or SeptemberDecember 28, 2020, if the Company has executed a definitive agreement for a business combination by July 27, 2020), by amending the Amended and Restated Memorandum and Articles of Association to delete the existing Regulation 23.2 thereof and replacing it with the new Regulation 23.2 in the form set forth in Annex A of the accompanying proxy statement. ¨¨FOR¨ AGAINST ABSTAIN ☐ ☐ ☐ of the MeetingFORAGAINSTABSTAINProposal ¨¨FOR¨ AGAINST ABSTAIN ☐ ☐ ☐ Regardless of whether you voteorOR “AGAINST” ProposalPROPOSAL 1 orOR “ABSTAIN,” if you hold ordinary shares issued in the Company’sIF YOU HOLD ORDINARY SHARES ISSUED IN THE COMPANY’S IPO, or public shares.OR PUBLIC SHARES, YOU WILL ONLY BE ENTITLED TO RECEIVE CASH FOR THOSE PUBLIC SHARES IF YOU TENDER YOUR SHARE CERTIFICATES REPRESENTING SUCH REDEEMED PUBLIC SHARES TO THE COMPANY’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT SUCH MEETING. Dated: Dated:, 2020 2.2, IF PRESENTED. THIS PROXY WILL REVOKE ALL PRIOR PROXIES SIGNED BY YOU.