Claudius Tsang
Not independent
Tenure on this board
New nominee
4 nominees · 2 ballot items.
Shareholders are asked to approve a 24-month extension of the Company’s business-combination deadline to November 12, 2028 and, if necessary, adjourn the Extraordinary General Meeting to solicit additional proxies for the Charter Amendment Proposal.
Approve an amendment and restatement of the Company’s memorandum and articles of association to extend the deadline for completing a Business Combination from November 12, 2026 to November 12, 2028, subject to registration with the British Virgin Islands Registry of Corporate Affairs. No additional funds will be deposited into the Trust Account, and public shareholders may elect to redeem their Public Shares in connection with the extension.
The proposal asks shareholders to amend and restate the Company’s existing memorandum and articles of association. Its principal effect would be to extend the deadline for completing an initial Business Combination by 24 months, from November 12, 2026 to November 12, 2028. The Company states that it needs the additional time because the Bioserica Business Combination remains subject to transaction conditions, shareholder approval, and regulatory filings with Chinese and U.S. authorities. The Company is not asking shareholders to approve the Bioserica Business Combination in this meeting; that transaction will be presented at a separate meeting. Approval would also extend the Company’s cessation-of-operations and liquidation deadline to the Extended Termination Date. Public shareholders may redeem their shares in connection with the extension regardless of how they vote, and the Company expects significant redemptions. No additional funds will be deposited into the Trust Account if the amendment is approved, so remaining shareholders could have a smaller trust balance and greater exposure to the Company’s future performance. The proposal also arises against a Nasdaq compliance risk, including the Company’s deficiency in the minimum stockholders’ equity requirement and the requirement to complete a Business Combination within 36 months of the IPO. If the proposal fails and no Business Combination is completed by November 12, 2026, the Company expects to cease operations, redeem the Public Shares, and liquidate, while the Sponsor’s Founder Shares and Private Placement Units would become worthless. The Board unanimously recommends voting FOR because it believes the extension gives shareholders a better opportunity to realize value through a potential Business Combination.
Approve adjournment of the Extraordinary General Meeting to a later date or dates for any reason, including to permit additional solicitation and voting of proxies for the Charter Amendment Proposal, if needed.
The proposal asks shareholders to authorize the chairman to adjourn the Extraordinary General Meeting to a later date or dates. The stated purpose is to allow additional time for proxy solicitation and voting, particularly if the Charter Amendment Proposal lacks sufficient support when the meeting is convened. The adjournment could be used for any reason, not solely for a vote deficit, although further solicitation is the principal example provided. The proposal is procedural and does not itself amend the Company’s governing documents or extend the Business Combination deadline. The Company explains that without adjournment authority, the Board may be unable to defer the meeting if the vote count is insufficient to approve the Charter Amendment Proposal. The proposal may not be presented if the Charter Amendment Proposal is approved. The filing describes the Adjournment Proposal as a management proposal and states that the chairman has agreed to act accordingly if it is approved. The proposal is subject to approval by a majority of the shares present and voted, with abstentions and broker non-votes counted for quorum but not as votes cast. The Board unanimously recommends voting FOR because adjournment could provide additional time to obtain the votes needed for the extension. Approval of this proposal would not guarantee approval of the Charter Amendment Proposal or completion of the Bioserica Business Combination.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | FIFTH LANE CAPITAL, LP | 0.87% | 20,368 | $220K |
| 2 | Clear Street Group Inc. | 0.48% | 11,274 | $125K |
| 3 | UBS Group AG | 0.01% | 275 | $3K |
| 4 | MORGAN STANLEY | 0.00% | 36 | $398 |
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