Upon the closing of the Initial Public Offering and the Private Placement on July 22, 2021, and the closing of the Over-Allotment and the Second Private Placement on July 27, 2021, the net proceeds thereof consisting of $345.0 million ($10.00 per Unit) were placed in the Trust Account, located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and may be invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by us, until the earlier of: (i) the completion of an initial Business Combination and (ii) the distribution of the Trust Account as described below.
Our management has broad discretion with respect to the specific application of the net proceeds of our Initial Public Offering, the Over-Allotment and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating an initial Business Combination. If we have not completed an initial Business Combination by October 22, 2024, or a later date if extended, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses and net of taxes payable), divided by the number of then outstanding public shares, which redemption will completely extinguish our public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
On February 14, 2024, we entered into an Amended and Restated Business Combination Agreement with One Energy, Pubco and the Merger Subs. It is proposed that, at the closing of the Transactions with One Energy, Pubco will change its name to “One Power Company.”
On April 19, 2024, the Company held the Second Extension Meeting at which shareholders approved an amendment to the Amended and Restated Memorandum and Articles of Association to extend the date by which the Company has to consummate an initial Business Combination from April 22, 2024 on a monthly basis up to six times until October 22, 2024 (or such earlier date as determined by the Board). The Sponsor agreed that it or its designee would deposit $310,396.26 per month into the Trust Account, for each calendar month (commencing on April 23, 2024 and on the 23rd day of each subsequent month) until October 22, 2024, or portion thereof, that is needed to complete an initial Business Combination. As a result, the date by which the Company must consummate its Business Combination was extended from April 22, 2024 to October 22, 2024. In connection with the Second Extension Meeting, shareholders holding 1,744,889 Public Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $18.9 million (approximately $10.85 per share) was removed from the Trust Account to pay such holders.
On May 13, 2024, the Company, One Energy, Pubco and the Merger Subs entered into Amendment No. 1, which reflects the following changes and adjustments relative to the terms set forth in the Business Combination Agreement: (i) a reduction in the number of Sponsor Earnout Shares that will, for a period after the Closing, be subject to certain contingent forfeiture terms from 1,750,000 Pubco Common Shares to 500,000 Pubco Common Shares, (ii) the receipt of additional loans contributed to the Company by the Sponsor and (iii) the removal from the Business Combination Agreement of the condition to the Closing that the Company, at the Closing, have at least $5,000,001 of net tangible assets.
Contemporaneously with the execution of Amendment No. 1, the Sponsor entered into the Amended and Restated Sponsor Letter Agreement with Pubco, the Company, One Energy and certain Class B Holders, which amends, restates and replaces the Original Sponsor Letter Agreement. Pursuant to the Amended and Restated Sponsor Letter Agreement, (i) Pubco, which was not a party to the Original Sponsor Letter Agreement, became a party to the agreement and (ii) references to the Company’s Class A ordinary shares were replaced with references to Pubco Common Shares. Additionally, the Class B Holders agreed, together with the Company and Pubco, solely for the limited purposes of applicable provisions, that, effective as of the Closing Date, the original lock-up terms applicable to the Sponsor and each other relevant party under the terms of the letter agreement dated July 19, 2021, between the Company, the Sponsor and the other parties thereto entered into at the time of the Initial Public Offering would be extended to the Revised Lock-Up Terms. The “Revised Lock-Up Terms” are the provisions in the Amended and Restated Sponsor Letter Agreement which reflect that, subject to certain exceptions, the Sponsor and each Class B Holder have agreed not to transfer any of the 7,187,500 Class B ordinary shares purchased by the Sponsor in February 2021 until, in the context of the proposed Transactions, the earlier of (i) two years after the Closing Date, (ii) the first date after the Closing Date when the volume-weighted average share price of Pubco Common Shares as displayed on Pubco’s page on Bloomberg (or any successor service) in respect of the period from 9:30 a.m. to 4:00 p.m., New York City time, on the applicable trading day equals or exceeds $15.00 per share (as adjusted for share splits, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-day trading period commencing at least 120 days after the Closing and (iii) the date after the Closing Date when Pubco consummates a liquidation, merger, share exchange or other similar transaction resulting in Pubco shareholders having the right to exchange shares of Pubco for other property.
Contemporaneously with the execution of Amendment No. 1, on May 13, 2024, the Supporting Company Stockholders entered into the Amended and Restated Stockholder Support Agreement, which supersedes the Original Transaction Support Agreement to add Pubco as a party to such agreement.
On July 25, 2024, the Company received a letter from One Energy purporting to unilaterally terminate the Business Combination Agreement. The Company has responded to One Energy’s letter disputing One Energy’s ability to terminate the contemplated Transactions under the terms of the Business Combination Agreement, which, in the Company’s view, remains in effect. The Company is exploring all of its legal options.
On December 10, 2023, the Company entered into the December 2023 Loan and Transfer Agreements with the Sponsor, One Energy and the December 2023 Lenders, pursuant to which the December 2023 Lenders agreed to loan an aggregate of $1.0 million to the Sponsor and the Sponsor loaned such amount to the Company. Neither the December 2023 Loan nor the December 2023 SPAC Loan will accrue any interest. As of June 30, 2024 and December 31, 2023, $999,000 had been drawn and outstanding under the December 2023 Loan and Transfer Agreements.
The Sponsor and the Company are jointly responsible for the payment of the principal amount of the December 2023 Loan within five business days of the completion of the Transactions with One Energy. In addition, within five business days of the completion of the Transactions with One Energy, One Energy will pay the December 2023 Lenders an additional one-time cash payment in the aggregate amount of $499,500. In addition, in the event the Transactions with One Energy are completed and a mandatory trigger of One Energy’s Series A preferred stock occurs, each December 2023 Lender will have a one-time option to cause the combined publicly-listed company to repurchase up to 360,000 shares of Class A common stock, on an as-converted basis, owned by such December 2023 Lender as a result of private purchases of One Energy’s shares prior to the Closing of the Transactions at $10.00 per share, which option is exercisable within the first thirty trading days following the completion of the Transactions with One Energy.
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