Not independent
Tenure on this board
New nominee
Also a director at
Pangaea Logistics Solutions Ltd (PANL)
7 nominees · 2 ballot items.
Two management proposals: (1) the Extension Proposal to amend the Company’s Memorandum and Articles to allow the Board to extend the deadline to consummate a business combination by up to three months (to August 8, 2026) provided Insiders contribute $0.03 per Public Share per month into the Trust Account; and (2) the Adjournment Proposal to authorize adjournment of the Extraordinary General Meeting to a later date or dates if additional time is needed to solicit votes to approve the Extension Proposal.
Amend the Company’s Amended and Restated Memorandum and Articles to permit the Board to extend, on a monthly basis for up to three months (until August 8, 2026), the date by which the Company must consummate a business combination, provided that Einride AB or other agreed Insiders lend $0.03 per Public Share outstanding for each month of extension and such Contributions are deposited into the Trust Account.
The Extension Proposal asks shareholders to approve an amendment to the Company’s Memorandum and Articles to permit the Board to extend the date to consummate an initial business combination on a monthly basis for up to three months (to August 8, 2026), provided that Einride AB or other agreed Insiders lend $0.03 per Public Share for each month of extension and those Contributions are deposited into the Trust Account. Management seeks this approval because the Company entered into a definitive agreement with Einride on November 12, 2025 but may not have sufficient time to close the transaction before the current deadline (May 8, 2026) and, without an extension, the Company would be required to wind up and liquidate. The amendment preserves Public Shareholder protections by (i) requiring Insider Contributions that increase the per-share redemption pool in the Trust Account, (ii) explicitly maintaining the right of Public Shareholders to redeem their Public Shares for a pro rata portion of the Trust Account, and (iii) preserving the liquidation mechanics if the extended deadline is missed. At the same time, the proposal shifts downside economics modestly toward Public Shareholders who elect not to redeem now because the Withdrawal Amount will reduce the cash remaining in the trust following redemptions, potentially leaving less capital to consummate a business combination. The proposal also increases the potential percentage ownership of the Insiders (and their economic stake) because removal of funds increases their relative interest in the Company’s remaining assets. The Board frames the extension as necessary to avoid premature liquidation, to complete the Einride transaction, and to maximize long-term shareholder value while preserving redemption rights for public investors. The risks include the possibility that even with extensions and contributions the Company will still fail to complete a business combination, that redemptions during the extension will deplete trust funds and make consummation more difficult, and that Insider contributions will be repayable only upon consummation (and forgivable if no business combination occurs except to the extent of funds outside the Trust Account). Given these tradeoffs, the Board recommends a FOR vote because it views the incremental time and limited Insider funding as preferable to an immediate wind-up that would terminate the potential business combination and value-creation opportunity.
Authorize the chairman to adjourn the Extraordinary General Meeting to a later date or dates, if additional time is required to solicit votes to approve the Extension Proposal.
The Adjournment Proposal asks shareholders to grant the chairman authority to adjourn the Extraordinary General Meeting to one or more later dates if additional time is necessary to solicit votes to approve the Extension Proposal. Management seeks this authority as a contingency to ensure it can secure the requisite shareholder support—particularly the special resolution threshold for the Extension Proposal—if initial voting results are insufficient or if a meaningful number of Public Shareholders submit redemption elections that affect vote counts. The adjournment power is a routine procedural device in contested or time-sensitive SPAC contexts that allows the company to continue soliciting proxies, communicate clarifications, or give shareholders additional time to tender shares for redemption. Approving adjournment does not itself change substantive rights or the terms of the Extension; rather it preserves the Board’s flexibility to continue the solicitation process. Opponents might argue that adjournments can be used tactically to influence outcomes or to enable further insider purchases or arrangements that affect redemption economics, and that additional delay increases uncertainty for public shareholders. The Board counters that without adjournment power it might be unable to obtain the votes needed to avoid an immediate liquidation and that adjournment would be used only to permit further solicitation consistent with Cayman Islands law and the Articles. The likely practical effect of approval is to reduce the chance of an unintended wind-up simply because of timing or insufficient initial votes, while leaving ultimate approval of the Extension to a future shareholder vote. The Board recommends voting FOR the Adjournment Proposal as a limited procedural measure to preserve shareholder value by enabling further solicitation if required.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Karpus Management, Inc.Activist | 8.3% | 2,139,308 | $24M |
| 2 | BERKLEY W R CORP | 5.7% | 1,466,215 | $16M |
| 3 | AQR Arbitrage LLC | 5.3% | 1,379,225 | $15M |
| 4 | First Trust Capital Management L.P. | 5.1% | 1,323,462 | $15M |
| 5 | Hudson Bay Capital Management LP | 4.5% | 1,163,446 | $13M |
| 6 | Wealthspring Capital LLC | 4.4% | 1,145,553 | $13M |
| 7 | MIZUHO SECURITIES USA LLC | 4.0% | 1,040,563 | $11M |
| 8 | TENOR CAPITAL MANAGEMENT Co., L.P. | 3.9% | 1,000,000 | $11M |
| 9 | D. E. Shaw Co., Inc.Activist | 3.9% | 996,187 | $11M |
| 10 | JPMORGAN CHASE CO | 2.8% | 712,175 | $8M |
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