3 ballot items.
Shareholders are being asked to approve an extension of the Company’s business-combination deadline and trust-account liquidation date to July 24, 2027, plus, if necessary, adjournment of the extraordinary general meeting.
Approve an amendment to the Company’s amended and restated memorandum and articles of association to extend the deadline for completing an initial business combination, ceasing operations and redeeming public shares from October 24, 2026 to July 24, 2027.
The proposal asks shareholders to amend the Company’s governing documents by extending the completion window for an initial business combination from 18 months after the IPO closing to 27 months. In practical terms, the deadline moves from October 24, 2026 to July 24, 2027. The amendment also preserves the related deadlines for ceasing operations and redeeming public shares if no business combination is completed. Management is seeking the extension because the Company has signed a merger agreement with Plus Automation, Inc., but believes there is insufficient time to complete the required shareholder process and close the transaction by the existing deadline. The Company expects to seek approval of the proposed Plus Automation transaction at a separate extraordinary general meeting. The extension is therefore transaction-related rather than a routine governance change, and failure to approve it could prevent the Company from completing the potential business combination. Approval of this proposal and the Trust Amendment Proposal are expressly interdependent, so neither amendment will be implemented unless both are approved. If the proposal fails and no business combination is completed by October 24, 2026, the Company expects to wind up, redeem public shares and liquidate, while its warrants would expire worthless. The Board unanimously recommends voting FOR because it believes shareholders should have the opportunity to evaluate the potential transaction.
Approve an amendment to the Investment Management Trust Agreement to extend the date on which the trustee must liquidate the trust account if no initial business combination has been completed from October 24, 2026 to July 24, 2027.
The proposal asks shareholders to approve an amendment to the trust agreement governing the Company’s IPO proceeds. The amendment would move the trustee’s mandatory liquidation date from October 24, 2026 to July 24, 2027 if the Company has not completed an initial business combination. Management is seeking this change so that the trust-account deadline matches the proposed extension of the Company’s overall business-combination period. The stated reason is to provide additional time to complete the potential merger with Plus Automation, Inc. and to conduct the separate shareholder vote expected for that transaction. The amendment affects the timing of liquidation and therefore preserves the trust structure during the additional period, while public shareholders retain redemption rights under the stated procedures. The proposal is closely linked to Proposal 1 because approval of the Extension Amendment is a condition to implementing the Trust Amendment, and vice versa. If either proposal fails, the Company intends to abandon both amendments and liquidate if it cannot complete a business combination by October 24, 2026. Liquidation would involve redeeming public shares from the trust account, subject to the disclosed deductions and creditor obligations, while warrants would expire without value. The Board unanimously recommends voting FOR because it believes the amendment is necessary and beneficial to give shareholders time to evaluate and potentially approve the proposed business combination.
Approve adjournment of the extraordinary general meeting to a later date or dates if necessary to solicit additional proxies or address insufficient votes for the Extension Amendment or Trust Amendment, or if otherwise determined necessary by the Board.
The proposal asks shareholders to authorize the Board to adjourn the extraordinary general meeting to a later date or dates. It would be used if there are insufficient votes for the Extension Amendment or Trust Amendment, or if the Board otherwise determines that adjournment is necessary. The proposal is conditional in another sense because it will only be presented if the Company lacks sufficient votes or circumstances otherwise warrant it. Its principal function is procedural: it would create additional time to solicit proxies and conduct another vote. The adjournment authority does not itself amend the Articles or Trust Agreement and does not approve the potential Plus Automation transaction. The proxy states that the Board may not adjourn beyond October 24, 2026. Approval requires an ordinary resolution supported by a majority of the ordinary shares represented and voting at the meeting, with abstentions counted for quorum but not as votes cast. Management believes the authority could help preserve the opportunity to obtain approval of the two interdependent extension amendments. The Board unanimously recommends voting FOR if the proposal is presented.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Anson Funds Management LPActivist | 7.33% | 2,199,942 | $23M |
| 2 | Magnetar Financial LLC | 4.67% | 1,400,000 | $15M |
| 3 | TENOR CAPITAL MANAGEMENT Co., L.P. | 4.66% | 1,396,956 | $15M |
| 4 | METEORA CAPITAL, LLC | 3.88% | 1,165,475 | $12M |
| 5 | J. Goldman Co LP | 3.87% | 1,159,591 | $12M |
| 6 | HIGHBRIDGE CAPITAL MANAGEMENT LLC | 3.64% | 1,090,756 | $11M |
| 7 | Yorkville Advisors Global, LP | 3.50% | 1,050,000 | $11M |
| 8 | Harraden Circle Investments, LLC | 3.34% | 1,001,393 | $11M |
| 9 | LINDEN ADVISORS LP | 3.21% | 963,956 | $10M |
| 10 | AQR Arbitrage LLC | 3.20% | 960,142 | $10M |
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