Not independent
Tenure on this board
1.7 yrs
5 nominees · 5 ballot items.
Vote on (1) an amendment to extend the company’s deadline to complete a business combination through up to eleven one‑month extensions (charter amendment), (2) an amendment to the trust agreement to permit matching extensions, (3) election of five directors, (4) ratification of WithumSmith+Brown as auditors, and (5) an adjournment authority to solicit additional proxies if needed.
Amend the company’s Amended and Restated Certificate of Incorporation to allow up to eleven one‑month extensions (each requiring notice to the trustee and deposit of the lesser of $50,000 or $0.03 per Public Share) to extend the deadline to consummate an initial business combination until June 22, 2027.
Amend the investment management trust agreement to permit the trustee to delay liquidation and allow the company to extend the business combination deadline up to eleven one‑month extensions through June 22, 2027, subject to a monthly deposit of the lesser of $50,000 or $0.03 per Public Share.
Elect five directors (Brady Rodgers, Charles E. Fox, William H. Flores, Marcella Burke, and James Wang) to serve until the next annual meeting.
Ratify appointment of WithumSmith+Brown, PC as the company’s independent registered public accounting firm for fiscal year ending December 31, 2026.
Authorize the chairman to adjourn the Annual Meeting to a later date(s) to solicit additional proxies if there is not a quorum or insufficient votes to approve the Extension Amendment or Trust Amendment proposals.
The Adjournment Proposal asks shareholders to grant the chairman authority to adjourn the Annual Meeting to allow additional solicitation of proxies if a quorum is lacking or if there are insufficient votes to approve the Extension Amendment or Trust Amendment. Management seeks this authority as a procedural safeguard to ensure that, if stockholder turnout or voting results at the meeting are inadequate, the Board can seek additional votes without abandoning the overall extension strategy. Approval is routine but strategically important because the Extension and Trust Amendments require specific vote thresholds; without adjournment authority, a failed vote due to low turnout could force liquidation despite management’s belief a transaction is achievable. The proposal presents low governance risk as it simply permits additional solicitation time rather than changing substantive rights. Shareholders should weigh the modest dilution of continued operation risk against the chance that additional time will enable a value-creating business combination. The Board recommends a vote for practical reasons: it preserves flexibility to obtain required approvals and to avoid an immediate wind-down. The key consideration for investors is whether they prefer an immediate liquidation distribution versus giving management more time to complete a deal; those preferring immediate liquidity can still redeem in connection with the extension vote. Overall, approval facilitates management’s path to consummating a business combination while preserving shareholder redemption rights.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | MIZUHO SECURITIES USA LLC | 45.24% | 1,681,458 | $17M |
| 2 | Karpus Management, Inc.Activist | 18.07% | 671,571 | $7M |
| 3 | MMCAP International Inc. SPC | 15.88% | 590,000 | $6M |
| 4 | ARISTEIA CAPITAL, L.L.C. | 15.55% | 578,096 | $6M |
| 5 | AQR Arbitrage LLC | 15.16% | 563,283 | $6M |
| 6 | RIVERNORTH CAPITAL MANAGEMENT, LLC | 11.50% | 427,327 | $5M |
| 7 | WHITEBOX ADVISORS LLC | 10.49% | 390,000 | $4M |
| 8 | TORONTO DOMINION BANK | 9.51% | 353,371 | $4M |
| 9 | Polar Asset Management Partners Inc. | 9.22% | 342,726 | $4M |
| 10 | Hudson Bay Capital Management LP | 7.80% | 290,001 | $3M |
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