Not independent
Tenure on this board
2.0 yrs
6 nominees · 3 ballot items.
Extend corporate life (Completion Window) to January 15, 2027; ratify Withum as independent auditors for 2026; approve adjournment of meeting if necessary.
Amend the Articles to extend the date by which the Company must consummate an initial business combination, cease operations, and redeem public shares from July 15, 2026 to January 15, 2027; provides redemption election for public shareholders upon effectiveness.
The Extension Amendment Proposal asks shareholders to approve a special resolution amending the Company's Articles to extend the Completion Window — the deadline by which the blank-check company must complete an initial business combination — from July 15, 2026 to January 15, 2027. Management seeks shareholder approval to preserve the Company's ability to enter into and close a Potential Business Combination because, as of the proxy date, no definitive agreement had been signed and the board believes there may not be sufficient time to solicit shareholder approvals and close a transaction prior to July 15, 2026. The amendment includes an opportunity for public shareholders (excluding sponsor, founders, directors, and officers) to redeem their public shares for a pro rata amount from the Trust Account upon effectiveness of the amendment; such redemptions can occur regardless of how shareholders vote and will reduce Trust Account cash available for closing a transaction. Approval requires a special resolution (two-thirds of votes cast). The board recommends a “FOR” vote, citing that the extension allows additional time to negotiate and complete a Potential Business Combination while preserving shareholder redemption rights. Key context includes the presence of founder shares (5,750,000) that will be voted in favor by Sponsor, potential dilution of Trust Account due to redemptions, the possibility that redemptions could leave insufficient cash to close a transaction, and the Sponsor’s Working Capital Note and related arrangements to fund company expenses. If not approved, the Company will be required to wind up and liquidate in accordance with its Articles and Cayman Islands law if it fails to complete a business combination by July 15, 2026.
Ratify the Audit Committee's selection of Withum as the Company's independent registered public accounting firm for the year ending December 31, 2026.
Approve by ordinary resolution the adjournment of the Meeting to allow further solicitation of proxies if there are insufficient votes to approve the Extension Amendment Proposal or Auditor Ratification Proposal, or if the Board deems it necessary.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | First Trust Capital Management L.P. | 7.2% | 2,070,000 | $22M |
| 2 | LMR Partners LLP | 6.9% | 1,980,000 | $21M |
| 3 | Magnetar Financial LLC | 6.8% | 1,945,196 | $21M |
| 4 | PICTON MAHONEY ASSET MANAGEMENT | 5.8% | 1,669,756 | $18M |
| 5 | AQR Arbitrage LLC | 5.4% | 1,556,500 | $17M |
| 6 | BERKLEY W R CORP | 5.2% | 1,487,125 | $16M |
| 7 | MIZUHO SECURITIES USA LLC | 5.2% | 1,483,112 | $16M |
| 8 | MMCAP International Inc. SPC | 5.1% | 1,480,000 | $16M |
| 9 | Karpus Management, Inc.Activist | 3.8% | 1,085,250 | $12M |
| 10 | WOLVERINE ASSET MANAGEMENT LLC | 3.5% | 1,014,159 | $11M |
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