if the Extension Amendment Proposal is approved, finance the payment to exercise an Extension, it may have interest in the proposals that are different from, or in addition to, your interest as a stockholder.
The Sponsor will have the sole discretion whether to continue extending for additional calendar months until the Extended Date and if the Sponsor determines not to continue extending for additional calendar months, its obligation to make additional Monthly Extension Payments will terminate.
If the Extension Amendment Proposal is approved, the removal of the Withdrawal Amount from the Trust Account will reduce the amount remaining in the Trust Account and increase the percentage interest of our Common Stock held by our Sponsor.
If the Extension Amendment Proposal is approved but we do not complete our Business Combination by the Extended Date (or, if such date is further extended at a duly called special meeting, such later date), it is expected that we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter subject to lawfully available funds therefor, redeem 100% of the shares of the Common Stock in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Company to pay its income and franchise taxes (less up to $100,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding Public Shares, which redemption will completely extinguish rights of the Public Stockholders (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 stockholders and the Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Company’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law. There will be no redemption rights or liquidating distributions with respect to our Public Warrants, which will expire worthless in the event of our winding up.
Notwithstanding the foregoing, unless the Redemption Limitation Amendment Proposal is approved, we will not proceed with the Extension if redemptions of our Public Shares would cause us to have less than $5,000,000 of net tangible assets following approval of the Extension Amendment Proposal, and the consequences will be the same as if the Extension Amendment Proposal was not approved, as described above.
4.
Addition of the following paragraph as the second paragraph under the section “THE EXTENSION AMENDMENT PROPOSAL — If the Extension Amendment Proposal is Approved” on page 36 of the Proxy Statement:
If the Extension Amendment Proposal is approved, the Company may elect to extend the time period within which the Company must consummate its initial business combination on a monthly basis up to six (6) times by an additional one month (each, an “Extension”) each time after the Termination Date as determined by the Board, if requested by the Sponsor upon notice to the Board on the day immediately preceding the applicable Extended Date, by depositing the Monthly Extension Payment (as defined below) into the Trust Account. To effectuate each Extension, the Sponsor and/or its designee(s) will deposit the lesser of (i) $100,000 and (ii) $0.025 for each share of Class A common stock then outstanding after giving effect to redemptions (the “Monthly Extension Payment”). The first Monthly Extension Payment after the approval of the Extension Amendment Proposal must be made by September 2, 2024, while the subsequent Monthly Extension Payments must be deposited into the Trust Account by the 2nd of each succeeding month until March 2, 2025. In exchange for each Monthly Extension Payment, the Company shall issue to the Sponsor or its designee(s) (the “Lender”) a non-interest bearing, unsecured promissory note, which shall be repayable by the Company upon consummation of a Business Combination. If the Company completes a Business Combination, the Lender may, at the option of the Lender, convert a portion or all of the amounts loaned under such promissory note(s) into warrants of the Company or its successor, which warrants will be identical to the private placement warrants of the Company. If the Company does not complete a Business Combination by the applicable Extended
