Not independent
Tenure on this board
4.9 yrs
3 nominees · 3 ballot items.
Three proposals: (1) re-election of three Class II directors to serve until the 2028 annual meeting (Class B shareholders vote), (2) ratification of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2025, and (3) approval to adjourn the annual meeting to a later date or dates if necessary to permit further solicitation of proxies if there are insufficient votes to approve the proposals.
Re-appoint Kurtis Jang, Shin-Bae Kim, and Ho Min (Jimmy) Kim as Class II directors to serve until the 2028 annual meeting and until their successors are appointed and qualified; only holders of Class B ordinary shares may vote on this proposal.
Ratify the appointment by the audit committee of CBIZ CPAs P.C. to serve as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2025.
Approve adjourning the annual meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based on the tabulated vote at the meeting, there are insufficient votes to approve the Auditor Proposal (and other proposals, if applicable).
The Adjournment Proposal asks shareholders to grant the Board authority to adjourn the annual meeting to a later date or dates if, based on the votes tabulated at the meeting, there are insufficient votes to approve the Auditor Proposal. Management seeks this authority to allow additional time to solicit proxies and secure the majority needed for approval, which is particularly relevant given the vote requirements and the potential for broker non-votes on non-routine matters. The proposal is procedural in nature but can be material to the outcome because without adjournment authority the Company may be unable to obtain the votes necessary to ratify the auditor, potentially compelling the audit committee to reconsider its selection or the Company to proceed without a ratified auditor for the fiscal year. The Board recommends voting FOR the adjournment as a pragmatic governance measure to preserve flexibility and protect shareholder value by enabling the Company to complete essential corporate actions that require shareholder approval. The historical context includes the Sponsor and Initial Shareholders holding a large majority of Class B shares and indicating their intent to vote in favor, which reduces but does not eliminate the risk of insufficient votes due to abstentions or broker non-votes among Class A holders. If adopted, the Board would be able to postpone the meeting and continue outreach to shareholders whose votes are needed, including holders in street name who may need to provide instructions to brokers. If not adopted, the Company risks failing to ratify the auditor at the meeting, which could delay certain financial processes and require the audit committee to reconsider or re-engage candidate firms. Overall, the proposal is a routine procedural safeguard that the Board frames as necessary to ensure that shareholder decisions reflecting a broad and informed vote can be achieved in the event of an initial shortfall of votes.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | AQR Arbitrage LLC | 7.31% | 633,329 | $7M |
| 2 | MIZUHO SECURITIES USA LLC | 5.06% | 438,529 | $5M |
| 3 | PERISCOPE CAPITAL INC. | 1.44% | 125,000 | $1M |
| 4 | MOORE CAPITAL MANAGEMENT, LP | 1.15% | 100,000 | $1M |
| 5 | BERKLEY W R CORP | 1.04% | 90,426 | $1M |
| 6 | O'Connor Alternative Investments LLC | 0.77% | 66,832 | $756K |
| 7 | GLAZER CAPITAL, LLC | 0.69% | 60,100 | $680K |
| 8 | Radcliffe Capital Management, L.P. | 0.46% | 39,488 | $448K |
| 9 | SUSQUEHANNA INTERNATIONAL GROUP, LLP | 0.38% | 32,929 | $372K |
| 10 | Logan Stone Capital, LLC | 0.36% | 31,209 | $354K |
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