Not independent
Tenure on this board
1.3 yrs
Also a director at
Uy Scuti Acquisition Corp (UYSC)
5 nominees · 3 ballot items.
Shareholders are asked to approve a charter extension, a corresponding trust agreement amendment funding up to twelve one-month extensions, and, if needed, adjournment of the meeting to solicit additional votes, with the Board recommending FOR each proposal.
Approve the adoption of a Third Amended and Restated Memorandum and Articles of Association to extend SSEA’s business-combination deadline from November 7, 2026 to November 7, 2027, through up to twelve additional one-month extensions.
The proposal asks shareholders to replace SSEA’s existing charter with a Third Amended and Restated Memorandum and Articles of Association. The amendment would extend the business-combination period from November 7, 2026 to November 7, 2027. The extension could be exercised in as many as twelve separate one-month increments rather than automatically applying for the full period. The company is seeking the additional time because it has entered into a Merger Agreement with SuperiorMed Holdings Limited and is working to complete that transaction. Shareholders are not being asked to approve the SMH Business Combination in this meeting. Approval of this proposal is expressly conditioned on approval of the Trust Agreement Amendment Proposal, so approval of only one of the two extension measures would not make either effective. Public shareholders may elect to redeem their shares for a pro rata portion of the Trust Account, net of applicable taxes and permitted dissolution expenses, if both extension proposals are approved. If the proposal or the corresponding trust amendment fails and no timely business combination is completed, SSEA would cease operations, redeem its public shares, and liquidate. The Board unanimously recommends FOR because it believes preserving the opportunity to complete a business combination is preferable to near-term liquidation.
Approve an amendment to SSEA’s investment management trust agreement permitting up to twelve one-month extensions of the business-combination deadline through November 7, 2027, funded by the lesser of $60,000 per month for all remaining public shares or $0.033 per remaining public share after redemptions.
The proposal asks shareholders to amend SSEA’s Investment Management Trust Agreement with Odyssey Transfer and Trust Company. The amendment would permit the company to extend its combination period from November 7, 2026 through November 7, 2027 in up to twelve one-month increments. Each extension would require a deposit into the Trust Account equal to the lesser of $60,000 for all remaining public shares or $0.033 for each remaining public share after redemptions at the meeting. The proposal is designed to coordinate the Trust Account mechanics with the proposed charter extension. The Sponsor or its affiliates or designees would fund each monthly deposit as a non-interest-bearing loan to SSEA, repayable upon a completed business combination and generally forgivable if no combination is completed, subject to funds outside the Trust Account. A thirty-day cure period applies if a required extension deposit is not timely made; failure to cure would trigger liquidation of the Trust Account under the amended agreement. Approval requires the affirmative vote of at least fifty percent of all outstanding ordinary shares, a higher threshold than a simple majority of votes cast. This proposal is mutually conditioned with the Charter Amendment Proposal, meaning neither will be implemented unless both are approved. The Board unanimously recommends FOR because it believes the amendment gives SSEA additional time to complete the SMH Business Combination and serves shareholder interests.
Authorize the Chairman to adjourn the Extraordinary General Meeting to a later date or dates if necessary or appropriate, including to permit further proxy solicitation or obtain sufficient votes for the extension proposals.
The proposal asks shareholders to authorize the Chairman of the Extraordinary General Meeting to adjourn the meeting to a later date or dates. The authority is intended to provide additional time to solicit proxies if the company lacks sufficient votes for the Charter Amendment Proposal or Trust Agreement Amendment Proposal. The proposal would be put to a vote only if the extension proposals do not have enough support at the scheduled meeting. It is not conditioned on approval of either extension proposal. An adjournment would preserve the opportunity to obtain the votes needed before the company reaches its November 7, 2026 termination date. The authority could be exercised from time to time as the Chairman considers necessary or appropriate. Failure to approve it could prevent the Board from postponing the meeting when the tabulated vote is insufficient. The proposal requires an ordinary resolution, described as a simple majority of the relevant votes cast or shareholders voting under the applicable Cayman Islands and charter provisions. The broader strategic context is that failure to approve the extension measures could lead to redemption of public shares and liquidation. The Board unanimously recommends FOR to retain flexibility to continue the solicitation process and seek approval of the extension measures.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | MIZUHO SECURITIES USA LLC | 18.16% | 1,386,930 | $14M |
| 2 | WOLVERINE ASSET MANAGEMENT LLC | 6.56% | 501,259 | $5M |
| 3 | Westchester Capital Management, LLC | 4.46% | 340,744 | $3M |
| 4 | Lineage Point Capital LP | 3.55% | 271,309 | $3M |
| 5 | HIGHBRIDGE CAPITAL MANAGEMENT LLC | 3.39% | 258,939 | $3M |
| 6 | Polar Asset Management Partners Inc. | 3.28% | 250,100 | $3M |
| 7 | Hudson Bay Capital Management LP | 3.27% | 250,000 | $3M |
| 8 | RIVERNORTH CAPITAL MANAGEMENT, LLC | 3.27% | 250,000 | $3M |
| 9 | MANGROVE PARTNERS IM, LLC | 3.27% | 250,000 | $3M |
| 10 | Shaolin Capital Management LLC | 3.06% | 233,963 | $2M |
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