Not independent
Tenure on this board
1.8 yrs
6 nominees · 3 ballot items.
Three proposals: (1) amend the charter to extend deadline to complete a business combination up to four three-month extensions to April 1, 2027; (2) amend the trust agreement to permit matching four three-month extensions and reduce extension fee to the lesser of $180,000 total or $0.033 per public share per extension; (3) adjournment to permit further solicitation if insufficient votes.
Amend Article 50.7 of the Company’s Second Amended and Restated Memorandum and Articles of Association to extend the deadline to complete a business combination from April 1, 2026 to April 1, 2027 by allowing up to four three-month extensions (totaling 12 months) subject to sponsor depositing extension funds into the Trust Account.
The Charter Amendment Proposal asks shareholders to approve an amendment to Article 50.7 of the Company’s charter to permit the Board, at the request of the Sponsor, to extend the deadline to complete an initial business combination beyond the current Termination Date of April 1, 2026 by up to four additional three-month extension periods, thereby moving the outer deadline to April 1, 2027. Management seeks shareholder approval because the board believes there will not be sufficient time to complete the negotiated Merger with Isdera and related steps before April 1, 2026, and additional time could materially improve the likelihood of consummating the transaction without forcing liquidation. The proposal interlocks with the Trust Amendment Proposal (cross-conditioned), which modifies the trustee agreement to change the mechanics and reduce extension payments, and the Charter Amendment will only be implemented if the Trust Amendment is also approved. The board recommends voting FOR, arguing that extending the deadline provides flexibility to preserve value from a potential business combination, balances sponsor incentives by requiring pre-funding of extension periods, and retains public shareholders’ redemption rights. Key risks include conflicts of interest because initial shareholders (sponsor, directors and officers) retain founder shares that would be worthless on liquidation, potential dilution of trust account funds through redemptions in the amendment, and no guarantee sponsor will fund the extensions. If approved, the Company may have up to April 1, 2027 to complete a business combination, but UYSC will not implement the Charter Amendment if it would leave net tangible assets below $5,000,001 after redemptions.
Amend the Investment Management Trust Agreement to allow the Trustee and the Company to permit four three-month extension periods up to April 1, 2027 and to change the extension fee from $575,000 per three-month extension to the lesser of $180,000 for all remaining public shares or $0.033 per remaining public share per extension.
The Trust Amendment Proposal asks shareholders to approve an amendment to the Investment Management Trust Agreement that would (1) align the trust's liquidation and extension mechanics with the proposed charter amendment by permitting up to four three-month extension periods (to April 1, 2027) and (2) materially reduce the required extension payment from $575,000 per three-month extension to the lesser of $180,000 in aggregate per extension or $0.033 per remaining public share. Management seeks this approval to make extensions more affordable and thereby incentivize the Sponsor to fund extensions and provide the Company more time to consummate a business combination. This proposal is cross-conditioned with the Charter Amendment Proposal. The board recommends voting FOR, citing fairness and the practical need to reduce extension costs to make Sponsor funding more likely; however, risks include reduced protection for public shareholders if the Sponsor chooses not to fund extensions, potential changes in incentive alignment, and reduced trust account balances if extensions are funded and later redemptions occur. The board's recommendation emphasizes the goal of facilitating completion of a business combination but notes no guarantee of consummation even if amendments are approved.
Adjourn the Extraordinary General Meeting to a later date or dates to permit further solicitation and vote of proxies if there are not sufficient votes to approve the Charter Amendment or Trust Amendment at the time of the meeting.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | MIZUHO SECURITIES USA LLC | 8.62% | 660,414 | $7M |
| 2 | WOLVERINE ASSET MANAGEMENT LLC | 6.57% | 502,944 | $5M |
| 3 | Hudson Bay Capital Management LP | 5.88% | 450,000 | $5M |
| 4 | BERKLEY W R CORP | 4.66% | 356,642 | $4M |
| 5 | Westchester Capital Management, LLC | 4.31% | 330,000 | $3M |
| 6 | Karpus Management, Inc.Activist | 3.90% | 298,856 | $3M |
| 7 | TORONTO DOMINION BANK | 3.26% | 250,000 | $3M |
| 8 | RIVERNORTH CAPITAL MANAGEMENT, LLC | 3.26% | 249,695 | $3M |
| 9 | MANGROVE PARTNERS IM, LLC | 3.15% | 240,898 | $2M |
| 10 | Shaolin Capital Management LLC | 3.13% | 240,000 | $2M |
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