THE EXTENSION AMENDMENT PROPOSAL
Background
We are a blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. We were incorporated in Delaware on April 13, 2021.
On December 14, 2021, we consummated our IPO of 23,000,000 Units, each Unit consisting of one share of Class A Common Stock and one-half of one warrant of the Company, each whole warrant entitling the holder thereof to purchase one share of Class A Common Stock for $11.50 per share (subject to adjustment). The 23,000,000 Units sold in our IPO included 3,000,000 Units sold to BofA Securities, Inc., the underwriter for our IPO, pursuant to the underwriter’s full exercise of its option under the underwriting agreement for our IPO to purchase up to 3,000,000 additional Units solely to cover over-allotments. The Units were sold at a price of $10.00 per Unit, and our IPO generated gross proceeds of $230,000,000.
Simultaneously with the closing of our IPO, we consummated a private placement with the Sponsor of an aggregate of 11,700,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $11,700,000.
A total of $234,600,000 of the net proceeds from our IPO and the private placement with the Sponsor were deposited in a Trust Account established for the benefit of the Company’s Public Stockholders.
On June 9, 2023, we held the First Extension Special Meeting and obtained stockholder approval to extend the period of time to consummate an initial business combination from June 14, 2023 to September 14, 2023 and to allow our Board, without another stockholder vote, to elect to further extend the date to consummate an initial business combination after September 14, 2023 up to six times, by an additional month each time, up to March 14, 2024. In connection with such stockholder approval, Public Stockholders elected to redeem 18,849,935 shares of Class A Common Stock at a redemption price of approximately $10.49 per share of Class A Common Stock, for an aggregate redemption amount of approximately $197,694,657. Upon completion of the redemption, the balance of the Trust Account was approximately $43,525,120.
In connection with the First Extension Special Meeting, on May 25, 2023, the Company entered into non-redemption agreements with unaffiliated third parties in exchange for each such party agreeing not to redeem Public Shares in connection with the First Extension Special Meeting. In exchange for the foregoing commitments not to redeem Public Shares, the Company agreed to transfer to such third parties an aggregate of up to 1,499,996 Founder Shares held by the Sponsor.
In connection with the First Extension Special Meeting and the entry into the non-redemption agreements, on May 25, 2023, pursuant to the terms of our Charter, the Sponsor converted 4,200,000 Founder Shares held by it on a one-for-one basis into Public Shares.
On March 14, 2024, we held the Second Extension Special Meeting and obtained stockholder approval to extend the period of time to consummate an initial business combination from March 14, 2024 to December 14, 2024. In connection with the Second Extension Special Meeting, Public Stockholders elected to redeem 2,986,952 shares of Class A Common Stock at a redemption price of approximately $10.79 per share of Class A Common Stock, for an aggregate redemption amount of approximately $32,214,591. Upon the completion of the redemption, the balance of the Trust Account was approximately $12,729,617.
On March 21, 2024, the Company received correspondence from the staff of NYSE Regulation of the NYSE indicating that the staff has determined to commence proceedings to delist the Company’s Class A Common Stock, Public Warrants and Units, because the Company had fallen below the NYSE’s continued listing standard requiring a listed acquisition company to maintain an average aggregate global market capitalization attributable to its publicly held shares over a consecutive 30 trading day period of at least $40,000,000.
On April 8, 2024, the NYSE filed a Form 25 to delist the Class A Common Stock, Public Warrants and Units, and to remove such securities from registration under Section 12(b) of the Exchange Act. The delisting