Not independent
Tenure on this board
0.3 yrs
6 nominees · 3 ballot items.
Shareholders will vote on extending Charlton’s business-combination deadline, amending its trust agreement to facilitate the extension, and authorizing meeting adjournment if needed.
Approve an amendment to the Existing Charter allowing the Company to extend the deadline for consummating a business combination from October 25, 2026 to October 25, 2027, in up to twelve monthly extensions, assuming a business combination has not occurred.
The proposal asks shareholders to amend the Company’s Existing Charter so the business-combination deadline can be extended from October 25, 2026 through October 25, 2027. The extension would be available in up to twelve separate one-month increments rather than as a single automatic extension. Each extension is tied to the related trust-account amendment and funding condition described in Proposal 2. Management is seeking approval because it believes the existing deadline may not leave enough time to identify, negotiate, and close a qualifying business combination. The Company has already used two prior three-month extensions, making the requested amendment part of an ongoing effort to preserve the SPAC’s transaction opportunity. If the proposal is not approved and no business combination closes by October 25, 2026, the Company expects to cease operations, redeem the public shares, and liquidate and dissolve. Public shareholders may redeem their shares in connection with the vote, subject to the stated procedures and net-tangible-asset limitation. Approval would not itself approve a business combination; shareholders would retain a later vote and redemption opportunity when a transaction is presented. The Board unanimously recommends voting FOR because it believes liquidation would eliminate the potential benefits of completing a business combination and that additional time is in shareholders’ interests.
Approve an amendment to the Investment Management Trust Agreement allowing up to twelve one-month extensions of the termination date through October 25, 2027, provided the Sponsor or its affiliates or designees deposit the required extension payment into the Trust Account for each extension.
The proposal asks shareholders to amend the Company’s Investment Management Trust Agreement with Continental Stock Transfer & Trust Company. The amendment would permit the Trust Account and related liquidation deadline to be extended up to twelve times, by one month each time, through October 25, 2027. Each extension would require the Sponsor, an affiliate, or a designee to deposit an amount based on the number of non-redeemed public shares, subject to the specified per-extension cap. The filing states that the extension payment would be treated as a loan to the Company and represented by a non-interest-bearing unsecured promissory note. The Sponsor and its affiliates are not obligated to fund the Trust Account, so the availability of each extension depends on their willingness to do so. The amendment is designed to operate together with Proposal 1 and cannot be implemented unless both proposals are approved. If the proposal fails and no business combination is completed by the current deadline, the Company would redeem public shares and proceed toward liquidation. The arrangement preserves the public shareholders’ redemption rights while potentially providing additional time and trust funding for a transaction. The Board unanimously recommends voting FOR because it views the amendment as necessary to support the proposed deadline extension and maximize the opportunity to complete a business combination.
Approve adjournment of the Extraordinary General Meeting to a later date or dates if necessary to solicit additional proxies or if the Board otherwise determines adjournment is necessary.
The proposal asks shareholders to authorize the Board to adjourn the Extraordinary General Meeting to a later date or dates. The authority could be used if the vote count shows insufficient support for the Extension Proposal or Trust Agreement Amendment Proposal. It could also be used if the Board determines that adjournment is otherwise necessary. The stated purpose is to allow additional proxy solicitation and voting time rather than to change the substance of either principal proposal. If presented, the Adjournment Proposal may be voted on first and may become the only proposal voted on at that meeting. If the Extension and Trust Agreement proposals have sufficient support and the Board does not deem adjournment necessary, the proposal may not be presented. Approval requires an ordinary resolution, meaning a simple majority of votes cast by shareholders present or represented by proxy and entitled to vote. Failure to approve could prevent the Board from obtaining additional time to cure a voting shortfall. The Board unanimously recommends voting FOR because adjournment could preserve the Company’s ability to seek approval of the proposed extension and trust-account amendment.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | MIZUHO SECURITIES USA LLC | 14.23% | 1,560,272 | $17M |
| 2 | Karpus Management, Inc.Activist | 12.87% | 1,410,653 | $15M |
| 3 | BERKLEY W R CORP | 8.02% | 878,975 | $9M |
| 4 | First Trust Capital Management L.P. | 7.56% | 828,750 | $9M |
| 5 | WOLVERINE ASSET MANAGEMENT LLC | 6.12% | 671,375 | $7M |
| 6 | AQR Arbitrage LLC | 4.54% | 498,029 | $5M |
| 7 | WHITEBOX ADVISORS LLC | 3.64% | 399,000 | $4M |
| 8 | RIVERNORTH CAPITAL MANAGEMENT, LLC | 2.73% | 299,329 | $3M |
| 9 | BOOTHBAY FUND MANAGEMENT, LLC | 2.18% | 239,000 | $3M |
| 10 | Westchester Capital Management, LLC | 1.92% | 210,905 | $2M |
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