John Joseph DeVito
Independent
Tenure on this board
New nominee
1 nominee · 3 ballot items.
Three management proposals: re-elect John Joseph DeVito as Class I director for a three-year term, ratify UHY LLP as independent registered public accounting firm for fiscal 2026, and, if necessary, adjourn the Annual Meeting to permit further solicitation of proxies.
Re-elect John Joseph DeVito as a Class I director for a three-year term expiring at the 2029 Annual Meeting.
Ratify the audit committee’s selection of UHY LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Adjourn the Annual Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if there are not sufficient votes to approve the Director Proposal and the Auditor Proposal.
This proposal authorizes the chairperson to adjourn the Annual Meeting to a later date or dates to allow additional time to solicit proxies if, at the time of the meeting, there are insufficient votes to approve the Director Proposal and the Auditor Proposal. Management brings this as a contingency mechanism to ensure that shareholder approval can be obtained for the director re-election and auditor ratification if initial voting results are inadequate. The adjournment is procedural and does not change the substance of the other proposals; rather it extends the voting period and allows further outreach to shareholders, including beneficial holders, brokers and other intermediaries. The Board recommends the adjournment because, without it, the meeting could conclude without the necessary approvals and the Company would have fewer options to secure required shareholder actions. The proposal is typical for small-cap and SPAC-managed meetings where founder and sponsor control can affect vote outcomes and where ensuring sufficient votes may require additional solicitation. Approving adjournment could benefit the company by avoiding immediate procedural failures that might otherwise necessitate re-noticing or other remedial steps. Critics could argue adjournment may be used to coerce or pressure additional votes, but here the company discloses the specific, narrowly tailored purpose tied to obtaining approvals for discrete governance items. Given the Board’s disclosed voting power and the sponsors’ stated intent to vote in favor, the adjournment is likely a precautionary measure unlikely to be used except in the event of unexpected broker non-votes or abstentions. Overall, the proposal is a governance safeguard aimed at facilitating orderly shareholder decision-making for the director and auditor approvals.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | MIZUHO SECURITIES USA LLC | 9.0% | 245,564 | $3M |
| 2 | BERKLEY W R CORP | 5.4% | 149,185 | $2M |
| 3 | Polar Asset Management Partners Inc. | 4.1% | 112,811 | $1M |
| 4 | METEORA CAPITAL, LLC | 3.9% | 106,651 | $1M |
| 5 | Clear Street Group Inc. | 3.4% | 92,663 | $1M |
| 6 | RLH Capital LLC | 3.1% | 86,113 | $1M |
| 7 | Harraden Circle Investments, LLC | 2.6% | 70,955 | $848K |
| 8 | Quarry LP | 2.2% | 61,475 | $733K |
| 9 | MORGAN STANLEY | 0.0% | 42 | $500 |
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