| | , 2020 | | | By Order of the Board of Directors | |
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| | | | | Rahul Nayar, Chief Executive Officer | |
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| | 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 Thursday, September 24, 2020, at 9:00 a.m., Eastern Time, as a virtual meeting, or at any adjournments or postponements thereof. This proxy statement summarizes the information that you need to make an informed decision on the proposals to be considered at the special meeting. Tenzing is a blank check company formed in March 2018 for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, exchangeable share transaction or other similar business transaction with one or more operating businesses or assets. On August 23, 2018, we consummated our IPO of 5,500,000 units at a price of $10.00 per unit, generating gross proceeds of $55,000,000. Simultaneously with the closing of the IPO, we consummated the private sale of 323,750 units (the “private placement units”) to our sponsor and the underwriter of our IPO at a price of $10.00 per unit, generating gross proceeds of $3,237,500. On August 30, 2018, in connection with the underwriters’ election to fully exercise their over-allotment option, we consummated the sale of an additional 825,000 units and the sale of an additional 35,063 private placement units, generating total gross proceeds of $8,600,630. A total of $64,515,000 was placed in the trust account. Like most blank check companies, our Amended and Restated Memorandum and Articles of Association provides for the return of the IPO proceeds held in trust to the public shareholders if there is no qualifying business combination(s) consummated on or before a certain date. The Board believes that it is in the best interests of the shareholders to continue Tenzing’s existence until the Extended Date in order to allow Tenzing more time to complete the Merger or another 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. | |
| | Q. What is being voted on? | | | A. You are being asked to vote on: | |
| | | | | • 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 September 28, 2020 to December 28, 2020 (such date or later date, as applicable, the “Extended Date”), 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 (the “Extension Proposal”); and | |
| | | | | • 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. | |
| | | | | The Extension Proposal is essential to the overall implementation of our Board’s plan to extend the date by which we have to complete the Merger or another business combination. Approval of the Extension Proposal is a condition to the implementation of the Extension. | |
| | | | | 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. | |
| | Q. Why is the Company proposing the Extension Proposal? | | | 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 July 27, 2020 (or September 28, 2020 if the Company has executed a definitive agreement for a business combination by July 27, 2020). Our Board believes that it is in the best interests of the shareholders to continue our existence until the Extended Date in order to allow us more time to complete the Merger or another business combination. | |
| | | | | 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. | |
| | 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 the Merger or another business combination. Accordingly, our Board is proposing the Extension Proposal to extend the date by which Tenzing must complete a business combination until the Extended Date and to allow for the Election. | |
| | | | | 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 September 28, 2020, except in connection with, and effective upon consummation of, a business combination. Additionally, Tenzing’s Amended and Restated Memorandum and Articles of Association and Trust Agreement require that all public shareholders have an opportunity to redeem their public shares in the case Tenzing’s corporate existence is extended as described above. We believe that these Amended and Restated Memorandum and Articles of Association provisions were included to protect Tenzing shareholders from having to sustain their investments for an unreasonably long period if Tenzing failed to complete a suitable business combination in the timeframe contemplated by the Amended and Restated Memorandum and Articles of Association. We also believe, however, that given Tenzing’s expenditure of time, effort and money on a business combination circumstances warrant providing those who would like to consider whether the Merger or another business combination is an attractive investment with an opportunity to consider such transaction, inasmuch as Tenzing is also affording shareholders who wish to redeem their public shares the opportunity to do so, as required under its Amended and Restated Memorandum and Articles of Association. Accordingly, we believe the Extension is consistent with Tenzing’s Amended and Restated Memorandum and Articles of Association and IPO prospectus. | |
| | 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. | |
| | | | | 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 an aggregate of 1,924,250 ordinary shares, representing approximately 37.5% of Tenzing’s issued and outstanding ordinary shares. Tenzing’s directors, executive officers, initial shareholders and their affiliates did not beneficially own any public shares as of such date. | |
| | | | | 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. | |
| | Q. What amount will holders receive upon consummation of a subsequent business combination or liquidation if the Extension Proposal is approved? | | | A. 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 in connection with the shareholder vote on the Extension Proposal plus (ii) $ for each public share that is not redeemed for each calendar month commencing on October 28, 2020 and on the 28th day of each subsequent month, or portion thereof, that is needed by Tenzing to complete an initial business combination from October 28, 2020 until the Extended Date. For example, if Tenzing takes until December 28, 2020 to complete its business combination, which would represent three 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 established in connection with the IPO 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 in connection with the Extension Proposal). 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 we will dissolve and liquidate in accordance with our 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. | |
| | 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 Proposal. Abstentions will have no effect with respect to approval of this proposal. | |
| | 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 vote will be required to direct the chairman 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. Abstentions will have no effect with respect to approval of this proposal. | |
| | | | | 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. | |
| | 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. | |
| | 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 combination, or, if no future business combination is brought to a vote of the shareholders or if a business combination is not completed for any reason, such holders shall be entitled to the pro rata portion of the trust account on the Extended Date upon a liquidation of the Company. | |
| | Q. What happens if the Extension Proposal is not approved? | | | A. If the Extension Proposal is not approved and we have not consummated a business combination by September 28, 2020, or if the Extension Proposal is approved and we have not consummated a business combination by the Extended Date, we will (a) cease all operations except for the purpose of winding up, (b) as promptly as reasonably possible but no more than five | |
| | | | | 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. | |
| | | | | 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. | |
| | Q. If the Extension Proposal is approved, what happens next? | | | A. If the Extension Proposal is approved, we will have until the Extended Date to complete the Merger or another business combination. | |
| | | | | 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 the Merger or another business combination on or before the Extended Date. | |
| | | | | 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. | |
| | | | | 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 $34.4 million that was in the trust account as of August 24, 2020. In such event, we may need to obtain additional funds to complete an initial business combination, and there can be no assurance that such funds will be available on terms acceptable to the parties or at all. The Company will remain a reporting company under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and | |
| | | | | its units, ordinary shares and warrants will remain publicly traded. | |
| | Q. Who bears the cost of soliciting proxies? | | | 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 its directors and officers, may solicit proxies in person online, by telephone or by electronic means. Such directors and officers will not receive any special remuneration for these efforts. We have retained Advantage Proxy, Inc. (“Advantage Proxy”) to assist us in soliciting proxies. If you have questions about how to vote or direct a vote in respect of your shares, you may contact Advantage Proxy at (877) 870-8565 (toll free) or by email at ksmith@advantageproxy.com. The Company has agreed to pay Advantage Proxy a fee of $5,500 and expenses, for its services in connection with the special meeting. | |
| | 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. | |
| | 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. | |
| | | | | 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”. | |
| | 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. | |
| | Q. Who can vote at the special meeting? | | | A. Only holders of record of Tenzing’s ordinary shares at the close of business on August 28, 2020 are entitled to have their vote counted at the special meeting and any adjournments or postponements thereof. On this record date, 5,134,553 ordinary shares were outstanding and entitled to vote. | |
| | | | | 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. | |
| | | | | Beneficial Owner: Shares Registered in the Name of a Broker or Bank If on the record date your shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. As a beneficial owner, 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 virtually. 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. | |
| | 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 Proposal, if presented. | |
| | Q. What interests do the Company’s directors and officers have in the approval of the proposals? | | | 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 Directors and Officers.” | |
| | 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 September 28, 2020. In such event, your warrants will become worthless. | |
| | Q. What happens to the Tenzing warrants if the Extension Proposal is approved? | | | A. If the Extension Proposal is approved, Tenzing will continue to attempt to consummate the Merger or another business combination until the Extended Date, and will retain the blank check company restrictions previously applicable to it. The warrants will remain outstanding in accordance with their terms. | |
| | 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. | |
| | 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. | |
| | | | | 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. | |
| | 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. | |
| | | | | 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 System, which election would likely be determined based on the manner in which you hold your shares. | |
| | | | | 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. | |
| | Q. What should I do if I receive more than one set of voting materials | | | 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. | |
| | 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: | |
| | | | | Tenzing Acquisition Corp. 250 West 55th Street New York, New York 10019 Attn: Rahul Nayar Telephone: (212) 710-5220 | |
| | | | | or: | |
| | | | | Advantage Proxy, Inc. P.O. Box 13581 Des Moines, WA 98198 Attn: Karen Smith Toll Free: (877) 870-8565 Collect: (206) 870-8565 | |
| | | | | 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.” | |
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% | | |
| | Proposal 1 — Extension Proposal Amend Tenzing’s Amended and Restated Memorandum and Articles of Association to extend the date that Tenzing must consummate a business combination to December 28, 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 | |
| | ☐ | | | ☐ | | | ☐ | | |||
| | Proposal 2 — Adjournment 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. | | | FOR | | | AGAINST | | | ABSTAIN | |
| | ☐ | | | ☐ | | | ☐ | |
| | Dated: | | | , 2020 | |
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| | Shareholder’s Signature | | |||
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| | Shareholder’s Signature | | |||
