Not independent
Tenure on this board
1.4 yrs
Also a director at
Bancorp Inc (TBBK)
6 nominees · 3 ballot items.
Shareholders will vote on extending the Company’s business-combination deadline, ratifying WithumSmith+Brown, PC as independent auditor, and authorizing meeting adjournment if needed to solicit additional proxies.
Approve an amendment to the Amended and Restated Charter allowing the Board to extend the deadline for completing a Business Combination monthly, up to six times, from October 9, 2026 through April 9, 2027, or an earlier date determined by the Board.
The proposal asks shareholders to amend the Company’s governing documents so the Board may extend the Business Combination deadline beyond October 9, 2026. The authority would permit as many as six one-month extensions, potentially reaching April 9, 2027. Each extension would require approval by the Company’s directors, and the Board could also select an earlier termination date. Management is seeking the amendment because it believes there is insufficient time to complete the proposed NuCube Business Combination before the existing deadline. The extension would also preserve the possibility of pursuing an alternative initial Business Combination if the NuCube transaction is terminated or otherwise fails. The NuCube agreement has its own October 9, 2026 outside date and only a limited one-month extension right subject to specified conditions, so approval of this proposal alone does not ensure the transaction can proceed. Public shareholders would receive an opportunity to redeem their shares if the amendment becomes effective, regardless of how they vote, while non-redeeming shareholders would retain future Business Combination voting and redemption rights. Failure to approve the proposal could force the Company to cease operations, redeem its Public Shares, and liquidate if no Business Combination is completed by October 9, 2026. The Board unanimously recommends voting FOR because it believes preserving additional time is in the Company’s and shareholders’ best interests.
Ratify the Audit Committee’s selection of WithumSmith+Brown, PC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Approve adjournment of the Meeting to a later date or dates, if necessary or convenient, to permit further proxy solicitation and voting if there are insufficient votes for, or otherwise in connection with, approval of the other proposals.
The proposal asks shareholders to authorize adjournment of the extraordinary general meeting to a later date or dates. Its stated purpose is to allow additional solicitation and voting if the Company lacks enough votes to approve the Extension Amendment Proposal or the Auditor Ratification Proposal. The authority is procedural rather than a substantive change to the Company’s capital structure, governance documents, auditor, or transaction terms. If approved, the chairman could adjourn the meeting when further solicitation is considered necessary or convenient. The proposal may be presented particularly if either of the other principal proposals fails to obtain the required vote. Without adjournment authority, the Company may be unable to obtain additional proxies before the meeting concludes. Failure to approve could therefore contribute to failure of the extension and, if no Business Combination is completed by October 9, 2026, liquidation and redemption of the Public Shares. The proposal is not conditioned on approval of the other proposals, although its practical use is tied to insufficient votes on them. The Board unanimously recommends voting FOR because adjournment could provide additional time to secure shareholder support.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Magnetar Financial LLC | 6.89% | 1,980,000 | $21M |
| 2 | MIZUHO SECURITIES USA LLC | 5.18% | 1,488,349 | $16M |
| 3 | AQR Arbitrage LLC | 4.68% | 1,345,494 | $14M |
| 4 | LINDEN ADVISORS LP | 4.51% | 1,296,800 | $14M |
| 5 | D. E. Shaw Co., Inc.Activist | 3.96% | 1,138,500 | $12M |
| 6 | LMR Partners LLP | 3.48% | 1,000,000 | $11M |
| 7 | Mint Tower Capital Management B.V. | 3.41% | 980,000 | $11M |
| 8 | Alberta Investment Management Corp | 3.41% | 980,000 | $11M |
| 9 | Westchester Capital Management, LLC | 3.14% | 902,722 | $10M |
| 10 | BERKLEY W R CORP | 2.95% | 847,934 | $9M |
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