Limitation in the Certificate of Incorporation would prevent FIAC from being able to consummate an initial Business Combination even if all other conditions to closing are met.
If the Redemption Limitation Proposal is Not Approved
If the Redemption Limitation Amendment Proposal is not approved, we will not redeem Public Stock to the extent that accepting all properly submitted redemption requests would exceed the Redemption Limitation. In the event that the Redemption Limitation Amendment Proposal is not approved and we receive notice of redemptions of Public Stock approaching or in excess of the Redemption Limitation, we and/or the Sponsor may take action to increase our net tangible assets to avoid exceeding the Redemption Limitation, which may include, at our and our Sponsor’s option and in our and its sole discretion, any, several or all of the following actions: (a) attempting to secure waivers of certain of our significant liabilities, including the deferred underwriting fees, and (b) entering into non-redemption agreements with certain of our significant stockholders. If the Redemption Limitation Amendment Proposal is not approved and the Redemption Limitation is exceeded, either because we do not take action to increase our net tangible assets or because our attempt to do so is not successful, then we will not proceed with the Charter Extension and we will not redeem any Public Stock. In such case, Public Stock which a public stockholder elects to redeem but which are not redeemed shall be returned to such public stockholder or such public stockholder’s account and such public stockholder will retain the right to have their Public Stock redeemed for cash if FIAC has not completed an initial Business Combination by the Termination Date.
If the Redemption Limitation Proposal is Approved
If the Redemption Limitation Amendment Proposal is approved (and the Extension Amendment Proposal is also approved), FIAC shall procure that all filings required to be made with the Delaware Secretary of State in connection with the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal are made and, assuming the Extension Amendment Proposal is approved, redeem Public Stock as necessary, irrespective of whether such redemptions exceed the Redemption Limitation.
Interests of the Sponsor, FIAC’s Directors, and Officers
When you consider the recommendation of the Board, FIAC stockholders should be aware that aside from their interests as stockholders, the Sponsor, certain members of the Board, and officers of FIAC have interests that are different from, or in addition to, those of other stockholders generally. The Board was aware of and considered these interests, among other matters, in recommending to FIAC stockholders that they approve the Redemption Limitation Amendment Proposal. FIAC stockholders should take these interests into account in deciding whether to approve the Redemption Limitation Amendment Proposal:
the fact that the Sponsor paid $11,200,000 for 11,200,000 Private Placement Warrants, each of which is exercisable commencing on the later of 12 months from the closing of our Initial Public Offering and 30 days following the closing of the Business Combination for one share of Class A Common Stock at $11.50 per share. If the Extension Amendment Proposal is not approved and FIAC does not consummate a Business Combination by May 1, 2023, then a portion of the proceeds from the sale of the Private Placement Warrants will be part of the liquidating distribution to the public stockholders and the Private Placement Warrants held by our Sponsor will be worthless;
the fact that the Sponsor (and certain of FIAC’s officers and directors who are members of the Sponsor), have invested in FIAC an aggregate of $11,225,000, comprised of the $25,000 purchase price for 5,750,000 shares of Class B Common Stock and the $11,200,000 purchase price for 11,200,000 Private Placement Warrants. Assuming a trading price of $$10.40 per share of Class A Common Stock and $$0.05 per Public Warrant (based upon the respective closing prices of the Class A Common Stock and the Public Warrants on Nasdaq on ,March 31, 2023), the 5,750,000 shares of Class B Common Stock and 11,200,000 Private Placement Warrants would have an implied aggregate market value of $ .$60,360,000. Even if the trading price of the shares of Class A Common Stock were as low as $1.96 per share, the aggregate market value of the Class B Common Stock alone (without taking into account the value of the Private Placement Warrants) would be approximately equal to the initial investment in FIAC by the Sponsor (and certain of FIAC’s officers and directors who are members of the Sponsor). As a result, if a Business Combination is completed, the Sponsor (and certain of FIAC’s