Not independent
Tenure on this board
2.0 yrs
Also a director at
Axos Financial Inc (AX)Mountain Lake Acquisition Corp II (MLAA)Coinshares PLC (CSHR)
3 nominees · 2 ballot items.
Two proposals: (1) amend the Company’s articles to extend the date to complete an initial business combination from June 16, 2026 to September 16, 2026 (Articles Extension); (2) allow the Board to adjourn the Meeting to a later date if necessary (Adjournment).
Amend the Company’s second amended and restated memorandum and articles of association to extend the deadline to consummate an initial business combination from June 16, 2026 to September 16, 2026, conditional on not completing the business combination by June 16, 2026.
The Articles Extension Proposal requests shareholder approval to amend the Company’s Existing Articles to extend the deadline by which the SPAC must complete an initial business combination from June 16, 2026 to September 16, 2026, effective only if the Business Combination has not been consummated by June 16, 2026. Management seeks approval because the parties to the proposed Business Combination with Pubco may not be able to satisfy all closing conditions and obtain necessary Nasdaq listing approvals before the current deadline, and failing to extend would force the SPAC to liquidate, redeem public shares and dissolve. The adoption of the amendment would preserve the Company’s ability to proceed with the Pubco transaction (or another business combination) until the Articles Extension Date and maintain the trust-account structure and redemption mechanics during that period. The extension is proposed as a special resolution under Cayman law and will include customary shareholder redemption rights for Public Shareholders; management recommends voting FOR because it believes additional time is in shareholders’ best interests given time and regulatory uncertainties, potential liquidity and listing processes, and the Board’s assessment that the parties are working to close expeditiously but may need more time. The proposal’s implementation is conditional on not completing the Business Combination by June 16, 2026, and the Board reserves discretion on whether to liquidate trust assets and to implement the extension. Approval carries dilution and liquidity tradeoffs because redemptions could reduce cash available for the Business Combination; however, management argues that completing the transaction would create value. The Board and insiders hold a substantial bloc of shares and intend to vote FOR the extension, which may influence outcomes if redemptions are limited; public shareholders retain redemption rights and should weigh the trade-off between cash-out at the trust price and potential upside from the Business Combination.
Approve an ordinary resolution allowing the Board to adjourn the Meeting to a later date or dates, if necessary or desirable.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | TENOR CAPITAL MANAGEMENT Co., L.P. | 6.45% | 2,000,000 | $21M |
| 2 | Magnetar Financial LLC | 6.13% | 1,900,000 | $20M |
| 3 | BERKLEY W R CORP | 6.06% | 1,877,833 | $20M |
| 4 | MIZUHO SECURITIES USA LLC | 5.52% | 1,710,141 | $18M |
| 5 | Polar Asset Management Partners Inc. | 4.83% | 1,497,259 | $16M |
| 6 | AQR Arbitrage LLC | 4.54% | 1,405,969 | $15M |
| 7 | First Trust Capital Management L.P. | 3.16% | 980,393 | $10M |
| 8 | Alberta Investment Management Corp | 3.16% | 980,000 | $10M |
| 9 | WOLVERINE ASSET MANAGEMENT LLC | 3.14% | 971,757 | $10M |
| 10 | LINDEN ADVISORS LP | 2.82% | 875,000 | $9M |
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