SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________________________________
PRELIMINARY PROXY STATEMENT — SUBJECT TO COMPLETION, DATED JUNE 28, 2023
XPAC ACQUISITION CORP.
A Cayman Islands Exempted Company
55 West 46 Street, 30th Floor
New York, NY 10036, United States
https://www.cstproxy.com/xpacaquisition/2023.
The Sponsor is currently negotiating with a professional investor
The purpose of the Letter Agreement Amendment Proposal is to allow the Sponsor to transfer Class B Ordinary Shares and the Private Placement Warrants, directly or indirectly, to [●]J. Streicher Holdings, LLC (which we refer to herein as the New Sponsor) or its affiliates and thereby consummate the Sponsor Handover. The Letter Agreement includes provisions prohibiting the sale or transfer, directly or indirectly, of the Class B Ordinary Shares and the Private Placement Warrants. Without the Letter Agreement Amendment, the Sponsor Handover could not be consummated. If the Sponsor Handover is consummated, the Sponsor currently expects that new Board members and a new management team for XPAC would be appointed by the
If the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal, the Name Change Amendment Proposal and the Letter Agreement Amendment Proposal are not approved, and a Business Combination is not consummated on or before the Original Termination Date, XPAC will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the
Your vote is very important. Whether or not you plan to attend the Shareholder Meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement to make sure that your shares are represented and voted at the Shareholder Meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Shareholder Meeting. The approval of each of the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal, and the Name Change Amendment Proposal requires a special resolution under Cayman Islands law, the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued Ordinary Shares who are present in person or represented by proxy and entitled to vote thereon, and who vote thereon, at the Shareholder
By Order of the Board of Directors of XPAC ACQUISITION CORP.
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Whether CFIUS has jurisdiction to review an acquisition or investment transaction depends on, among other factors, (i) whether the investor/acquiror of the U.S. business is a “foreign person” or ‘‘foreign“foreign entity,” (ii)(ii) the nature and structure of the transaction, (iii) the level of beneficial ownership interest, and (iv) the nature of any information or governance rights involved. Some transactions within the jurisdiction of CFIUS trigger a mandatory CFIUS filing requirement. Otherwise, notifying CFIUS of a transaction within its jurisdiction is voluntary. For example, investments that result in “control” of a “U.S. business” by a “foreign person” (in(in each case, as such terms are defined in 31 C.F.R. Part 800) are always subject to CFIUS jurisdiction. The Foreign Investment Risk Review Modernization Act of 2018, which was fully implemented through regulations that became effective in 2020, significantly expanded the scope of CFIUS’s jurisdiction to investments that do not result in control of a U.S. business by a foreign person, but afford certain foreign investors certain information or governance rights in a U.S. business that has a nexus to “critical technologies,” “covered investment critical infrastructure,” and/or “sensitive personal data” (in(in each case, as such terms are defined in 31 C.F.R. Part 800).
The process of government review, whether by CFIUS or otherwise, could be lengthy. If we are unable to consummate a potential Business Combination within 24 months from August 3, 2021 (i.e., August 3, 2023), we would, as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest income to pay dissolution expenses and which interest shall be net of taxes payable), 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. In such event, XPAC’s shareholders would miss the opportunity to benefit from an investment in any other target company in a Business Combination and the appreciation in value of such investments. Additionally, XPAC’s warrants would expire worthless.
https://www.cstproxy.com/xpacaquisition/2023.
The
Abstentions and broker non-votes will be considered present for the purposes of establishing a quorum but, as a matter of Cayman Islands law, will not constitute votes cast at the Shareholder Meeting and therefore will have no effect on the approval of each of the proposals as a matter of Cayman Islands law.
What are the U.S. federal income tax consequences of exercising my redemption rights? A: The U.S. federal income tax consequences of exercising your redemption rights will depend on your particular facts and circumstances. Accordingly, you are urged to consult your tax advisor to determine your tax consequences from the exercise of your redemption rights, including the applicability and effect of U.S. federal, state, local and non-U.S. income and other tax laws in light of your particular circumstances. For additional discussion of certain material U.S. federal income tax considerations with respect to the exercise of these redemption rights, see “Certain Material U.S. Federal Income Tax Considerations for Shareholders Exercising Redemption Rights.” Q: What should I do if I receive more than one set of voting materials for the Shareholder Meeting? A: You may receive more than one set of voting materials for the Shareholder Meeting, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. 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. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares. Q: Who will solicit and pay the cost of soliciting proxies for the Shareholder Meeting? A: XPAC will pay the cost of soliciting proxies for the Shareholder Meeting, provided that if the Sponsor Handover is |
Morrow Sodali LLC
(“Morrow Sodali”) to assist in the solicitation of proxies for the extraordinary general meeting. XPAC has agreed to pay a fee of $32,500. XPAC will reimburse Morrow Sodali for reasonable out-of-pocket expenses and will indemnify and its affiliates against certain claims, liabilities, losses, damages and expenses. XPAC also will reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of XPAC Class A Ordinary Shares for their expenses in forwarding soliciting materials to beneficial owners of XPAC Ordinary Shares and in obtaining voting
Number of Additional Public Shares Required to Approve Proposal | ||||||||||
Proposal | Approval Standard | If Only Quorum Is Present and All Present Shares Cast Votes | If All Shares Are Present and All Present Shares Cast Votes | |||||||
Extension Amendment Proposal | At least two-thirds (2/3) majority of Ordinary Shares entitled to vote and voted at the Shareholder Meeting | 3,660,189 | 12,810,660 | |||||||
Redemption Limitation Amendment Proposal | At least two-thirds (2/3) majority of Ordinary Shares entitled to vote and voted at the Shareholder Meeting | 3,660,189 | 12,810,660 | |||||||
Name Change Amendment Proposal | At least two-thirds (2/3) majority of Ordinary Shares entitled to vote and voted at the Shareholder Meeting | 3,660,189 | 12,810,660 | |||||||
Letter Agreement Amendment Proposal | Majority of Ordinary Shares entitled to vote and voted at the Shareholder Meeting | 1,372,572 | 8,235,425 | |||||||
Adjournment Proposal | Majority of Ordinary Shares entitled to vote and voted at the Shareholder Meeting | 1,372,572 | 8,235,425 |
| | | Number of Additional Public Shares Required to Approve Proposal | | ||||||||||||
Proposal | | | Approval Standard | | | If Only Quorum Is Present and All Present Shares Cast Votes | | | If All Shares Are Present and All Present Shares Cast Votes | | ||||||
Extension Amendment Proposal | | | At least two-thirds (2/3) majority of Ordinary Shares entitled to vote and voted at the Shareholder Meeting | | | | | 3,660,189 | | | | | | 12,810,660 | | |
Redemption Limitation Amendment Proposal | | | At least two-thirds (2/3) majority of Ordinary Shares entitled to vote and voted at the Shareholder Meeting | | | | | 3,660,189 | | | | | | 12,810,660 | | |
Name Change Amendment Proposal | | | At least two-thirds (2/3) majority of Ordinary Shares entitled to vote and voted at the Shareholder Meeting | | | | | 3,660,189 | | | | | | 12,810,660 | | |
Letter Agreement Amendment Proposal | | | Majority of Ordinary Shares entitled to vote and voted at the Shareholder Meeting | | | | | 1,372,572 | | | | | | 8,235,425 | | |
Adjournment Proposal | | | Majority of Ordinary Shares entitled to vote and voted at the Shareholder Meeting | | | | | 1,372,572 | | | | | | 8,235,425 | | |
https://www.cstproxy.com/xpacaquisition/2023.
xpax.info@investor.morrowsodali.com.
As a holder of Class A Ordinary Shares, you will be entitled to receive cash for any Class A Ordinary Shares to be redeemed only if you:
If a holder of Class A Ordinary Shares exercises his, her or its redemption rights, then he, she or it will be exchanging his, her or its Class A Ordinary Shares for cash and will no longer own those shares. You will be entitled to receive cash for these shares only if you properly demand redemption by tendering or
TheOn July 10, 2023, J. Streicher Holdings, LLC (which is referred to herein as the New Sponsor), XPAC and the Sponsor is currently negotiating withentered into a New Sponsor a potentialPurchase and Sponsor Handover wherebyAgreement. Pursuant to the Purchase and Sponsor Handover Agreement, subject to satisfaction of certain conditions, (i) the Sponsor agreed to sell, and the New Sponsor wouldagreed to purchase, 4,400,283 Class B Ordinary Shares and 4,261,485 Private Placement
4.0% of the outstanding Ordinary Shares.
Interests of the Sponsor and XPAC’s Directors and Officers
Any request for redemption, once made by a holder of Class A Ordinary Shares, may not be withdrawn following the Redemption Deadline, unless the Board determines (in its sole discretion) to permit such withdrawal of a redemption request (which it may do in whole or in part).
Resolution
32
THE REDEMPTION LIMITATION AMENDMENT PROPOSAL.
THE NAME CHANGE AMENDMENT PROPOSAL.
If the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal, the Name Change Amendment Proposal and the Letter Agreement Amendment Proposal are not approved, and a Business Combination is not consummated on or before the Original Termination Date, XPAC will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to XPAC (less taxes payable and up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of XPAC’s remaining shareholders and the Board, liquidate and dissolve, subject in each case of clauses (ii) and (iii) to XPAC’s obligations under Cayman Islands law to provide for claims of creditors and to requirements of other applicable law. There will be no redemption rights or liquidating distributions from the Trust Account with respect to XPAC’s warrants, which will expire worthless in the event XPAC dissolves and liquidates the Trust Account.
Recommendation of the Board
We have not and do not intend to seek any rulings from the Internal Revenue Service (the “IRS”) regarding the exercise of redemption rights. There can be no assurance that the IRS will not take positions inconsistent with the considerations discussed below or that any such positions would not be sustained by a court.
The redemption of Public Shares will generally be “substantially disproportionate” with respect to a redeeming U.S. Holder if the percentage of our outstanding voting shares that such U.S. Holder actually or constructively owns immediately after the redemption is less than 80% of the percentage of our outstanding voting shares that such U.S. Holder actually or constructively owned immediately before the redemption. Prior to a Business Combination, however, the Public Shares may not be treated as voting shares for this purpose and, consequently, this substantially disproportionate test may not be applicable. There will be a complete termination of such U.S. Holder’s interest if either (i) all of the Ordinary Shares actually or
Under tax law currently in effect, long-term capital gains recognized by non-corporate U.S. Holders are generally subject to U.S. federal income tax at a reduced rate of tax. Capital gain or loss will constitute long-term capital gain or loss if the U.S. Holder’s holding period for the Public Shares exceeds one year. However, it is unclear whether the redemption rights with respect to the Public Shares described in this proxy statement may prevent the holding period of the Public Shares from commencing prior to the termination of such rights. The deductibility of capital losses is subject to various limitations. U.S. Holders who hold
The impact of the PFIC rules on a Redeeming U.S. Holder may also depend on whether the Redeeming U.S. Holder has made a “mark to market” election under Section 1296 of the Code. Redeeming U.S. Holders that hold (directly or constructively) stock of a foreign corporation that is classified as a PFIC may annually elect to mark such stock to its market value if such stock is regularly traded on an established exchange (a “mark-to-market election”). No assurance can be given that the Public Shares are considered to be regularly traded for purposes of the mark-to-market election or whether the other requirements of this election are satisfied. If such an election is available and has been made for the first taxable year in which we were a PFIC and in which the U.S. Holder held our shares, such Redeeming U.S. Holders will generally not be subject to the special PFIC taxation rules discussed above as long as such shares continue to be treated as regularly traded on an established exchange. Instead, in general, the Redeeming U.S. Holder will include as ordinary income each year the excess, if any, of the fair market value of its Public Shares at the end of its taxable year over the adjusted basis in its Public Shares. The Redeeming U.S. Holder also will be allowed to take an ordinary loss in respect of the excess, if any, of the adjusted basis of its Public Shares over the fair market value of its Public Shares at the end of its taxable year (but only to the extent of the net amount of previously included income as a result of the mark-to-market election). The Redeeming U.S. Holder’s basis in its Public Shares will be adjusted to reflect any such income or loss amounts, and any further gain recognized
Class A Ordinary Shares | Class B Ordinary Shares(1) | |||||||||||||||||||
Number of Shares Beneficially Owned | Approximate Percentage of Class A Ordinary Shares | Number of Shares Beneficially Owned | Approximate Percentage of Class B Ordinary Shares | Approximate Percentage of Ordinary Shares | ||||||||||||||||
Name and Address of Beneficial Owner(1) | ||||||||||||||||||||
XPAC Sponsor LLC (the Sponsor)(3) | — | — | 5,400,283 | 98.4 | % | 19.7 | % | |||||||||||||
XP Inc.(4) | 2,109,257 | 9.6 | % | — | — | 7.7 | % | |||||||||||||
TRUXT Investimentos Ltda(5). | 1,949,957 | 8.9 | % | — | — | 7.1 | % | |||||||||||||
Aristeia Capital, L.L.C.(6) | 1,930,176 | 8.8 | % | — | — | 7.0 | % | |||||||||||||
Glazer Capital, LLC(7) | 2,181,000 | 9.9 | % | 7.9 | % | |||||||||||||||
Chu Kong | — | — | — | — | — | |||||||||||||||
Guilherme Teixeira | — | — | — | — | — | |||||||||||||||
Fabio Kann | — | — | — | — | — | |||||||||||||||
Marcos Peixoto | — | — | — | — | — | |||||||||||||||
Denis Pedreira | — | — | 30,000 | * | * | |||||||||||||||
Ana Cabral-Gardner | — | — | 30,000 | * | * | |||||||||||||||
Camilo Tedde | — | — | 30,000 | * | * | |||||||||||||||
All directors and officers as a group (7 individuals) | — | — | 90,000 | 1.6 | % | * |
| | | Class A Ordinary Shares | | | Class B Ordinary Shares(1) | | | | | | | | ||||||||||||||||||
| | | Number of Shares Beneficially Owned | | | Approximate Percentage of Class A Ordinary Shares | | | Number of Shares Beneficially Owned | | | Approximate Percentage of Class B Ordinary Shares | | | Approximate Percentage of Ordinary Shares | | |||||||||||||||
Name and Address of Beneficial Owner(1) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
XPAC Sponsor LLC (the Sponsor)(3) | | | | | — | | | | | | — | | | | | | 5,400,283 | | | | | | 98.4% | | | | | | 19.7% | | |
XP Inc.(4) | | | | | 2,109,257 | | | | | | 9.6% | | | | | | — | | | | | | — | | | | | | 7.7% | | |
TRUXT Investimentos Ltda(5). | | | | | 1,949,957 | | | | | | 8.9% | | | | | | — | | | | | | — | | | | | | 7.1% | | |
Aristeia Capital, L.L.C.(6) | | | | | 1,930,176 | | | | | | 8.8% | | | | | | — | | | | | | — | | | | | | 7.0% | | |
Glazer Capital, LLC(7) | | | | | 2,181,000 | | | | | | 9.9% | | | | | | | | | | | | | | | | | | 7.9% | | |
Chu Kong | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Guilherme Teixeira | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Fabio Kann | | | | | — | ��� | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Marcos Peixoto | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Denis Pedreira | | | | | — | | | | | | — | | | | | | 30,000 | | | | | | * | | | | | | * | | |
Ana Cabral-Gardner | | | | | — | | | | | | — | | | | | | 30,000 | | | | | | * | | | | | | * | | |
Camilo Tedde | | | | | — | | | | | | — | | | | | | 30,000 | | | | | | * | | | | | | * | | |
All directors and officers as a group (7 individuals) | | | | | — | | | | | | — | | | | | | 90,000 | | | | | | 1.6% | | | | | | * | | |
54 | ||
Annex A-1
SECOND, RESOLVED, as a special resolution THAT, effective immediately, the Amended and Restated Memorandum and Articles of Association of the Company be amended by:
THISACQUISITIONCORP.PLEASE DO NOT RETURN THE PROXY CARDIF YOU ARE VOTING ELECTRONICALLY.22671 YOUR VOTE IS SOLICITED ON BEHALF OF THEIMPORTANT. PLEASE VOTE TODAY.IMMEDIATE - 24 Hours a Day, 7 Days a Week or by MailVote by Internet - QUICK EASY FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED INTERNET –www.cstproxyvote.comUse the Internet to vote your proxy. Haveyour proxy card available when you access the above website. Follow the prompts to vote your shares.Vote at the Meeting –If you plan to attend the extraordinary general meeting virtually online, you will need your 12 digit control number to vote electronically at the extraordinary general meeting. To attend:https://www.cstproxy.com/xpacaquisition/2023.MAIL – Mark, sign and date your proxy card and return it in the postage-paid envelope provided.Your Internet vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card. Votes submitted electronically over the Internet must be received by 11:59 p.m., Eastern Time,on July 26, 2023.CONTROL NUMBERSignature______________________________Signature, if held jointly__________________________________Date_____________, 2023Signature should agree with name printed hereon. If stock is held in the name of more than one person, EACH joint owner should sign. Executors, administrators, trustees, guardians, and attorneys should indicate the capacity in which they sign. Attorneys should submit powers of attorney.PROXY CARDTHE BOARD OF DIRECTORS OF
XPAC ACQUISITION CORP.FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON JULY [●] RECOMMENDS A VOTE “FOR” PROPOSAL NO. 1, PROPOSAL NO. 2, PROPOSAL NO. 3, PROPOSAL NO. 4 AND PROPOSAL NO. 5.Please markyour voteslike thisXProposal No. 1 — The Extension Amendment Proposal — A proposal to amend, by way of special resolution, XPAC’s amended and restated memorandum and articles of association (the “Articles”), as set forth in Annex A of the accompanying Proxy Statement to extend the date (the “Termination Date”) by which XPAC has to consummate a Business Combination from August 3, 2023
(the date which is 24 months from the closing date of XPAC’s initial public offering (the “IPO”) (the “Original Termination Date”) on a monthly basis for up to twelve times by an additional one month each time after the Original Termination Date, by resolution of XPAC’s board of directors (the “Board”), up to August 3, 2024 (the date which is 36 months from the closing date of the XPAC’s IPO), or a total of up to twelve months after the Original Termination Date, unless the closing of a Business Combination shall have occurred prior thereto or such earlier date as determined by the Board, pursuant to the resolution set forth in Proposal No. 1 in the accompanying Proxy Statement.Proposal No. 2 — The Redemption Limitation Amendment Proposal — To amend, by way of special resolution, the XPAC’s Articles, as provided by the second resolution in the form set forth in Annex A to the accompanying proxy statement (the “Redemption Limitation Amendment”) to eliminate from the Articles the limitation that XPAC shall not redeem XPAC’s Class A ordinary shares, par value $0.0001 per share included as part of the units sold in the IPO (including any shares issued in exchange thereof, the “Public Shares”) to the extent that such redemption would cause XPAC’s net tangible assets to be less than $5,000,001, pursuant to the resolution set forth in Proposal No. 2 in the accompanying Proxy Statement.Proposal No. 3 — The Name Change Amendment Proposal — To amend, by way of special resolution, XPAC’s Memorandum and Articles, as provided by the third resolution in the form set forth in Annex A to the accompanying Proxy Statement to change the name of XPAC from “XPAC Acquisition Corp.” to “Zalatoris II Acquisition Corp”, pursuant to the resolution set forth in Proposal No. 3 in the accompanying Proxy Statement.Proposal No. 4 — The Letter Agreement Amendment Proposal — To amend, by way of ordinary resolution, the Letter Agreement, dated July 29, 2021, by and among XPAC Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), the officers and directors of XPAC and XPAC (the “Letter Agreement”), to allow the Sponsor to transfer its holdings in XPAC, directly or indirectly, to J. Streicher Holdings, LLC or its affiliates prior to the expiration of the applicable lock-up (the “Letter Agreement Amendment”). A copy of the Letter Agreement Amendment is set forth in Annex B to the accompanying proxy statement, pursuant to the resolution set forth in Proposal No. 4 in the accompanying Proxy Statement.Proposal No. 5 — The Adjournment Proposal — To adjourn, by way of ordinary resolution, the Shareholder Meeting to a later date or dates, or sine die, if necessary, (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient Ordinary Shares represented (either in person or by proxy) to approve the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal, the Name Change Amendment Proposal or the Letter Agreement Amendment Proposal, (ii) if the holders of Public Shares have elected to redeem an amount of shares in connection with the Extension Amendment such that XPAC would not adhere to the continued listing requirements of the Nasdaq Stock Market LLC, or (iii) if XPAC determines before the Shareholder Meeting that it is not necessary or no longer desirable to proceed with the other proposals, pursuant to the resolution set forth in Proposal No. 5 in the accompanying Proxy Statement.FORAGAINSTABSTAINFORAGAINSTABSTAINFORAGAINSTABSTAINFORAGAINSTABSTAINFORAGAINSTABSTAIN
THEStatement.THE SHARES REPRESENTED BY THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF YOU RETURN A SIGNED AND DATED PROXY BUT NO DIRECTION IS MADE, YOUR ORDINARY SHARES WILL BE VOTED “FOR” THE PROPOSALS SET FORTH BELOW. PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY.
Important Notice Regarding the Availability of Proxy Materials for the Extraordinary General MeetingPROMPTLY.PLEASE SIGN, DATE AND RETURN THE PROXY IN THE ENVELOPE ENCLOSED TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY. THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE ABOVE SIGNED SHAREHOLDER. IF YOU RETURN A SIGNED AND DATED PROXY BUT NO DIRECTION IS MADE, YOUR ORDINARY SHARES WILL BE VOTED FOR THE PROPOSALS SET FORTH ABOVE.(Continued and to be held at [●] a.m., Eastern Timemarked, dated and signed on July [●], 2023:
Notice of extraordinary general meeting and the accompanying Proxy Statement are available at [●].
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