Item 8.01. Other Events.
Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Proxy Statement. The purpose of this document is to supplement the Proxy Statement with certain additional information as follows:
Inflation Reduction Act of 2022. Reference is made to the risk factor in the
Proxy Statement entitled "We may be subject to a new 1%
Term Sheet with
Consideration and Proceeds
The term sheet provides that, in exchange for the equity interests in OAH,
existing equity holders of OAH would receive approximately
Cash proceeds available to the combined company are expected to be used to (i) pay transaction fees and expenses (including deferred underwriting expenses from the Company's initial public offering) and (ii) placed on the balance sheet of the combined company.
Board Representation
The Definitive Agreement is expected to provide for a seven member board of
directors, four of which will be designated by the Sponsor and three of which
designated by OAH. Additionally, the board of directors is expected to be
classified with at least a majority of directors meeting the independence
requirements of the NYSE or the
Closing Conditions
The Definitive Agreement is expected to include customary conditions to closing, including listing of the combined company's securities on NYSE or NASDAQ and approval of the proposed business combination by the Company's and OAH's equity holders.
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In addition, OAH's directors, holders of the number of shares of OAH's capital stock required to approve the potential business combination, and the Sponsor will be expected to enter into voting and support agreements at the signing of the Definitive Agreement.
Termination Rights
The Definitive Agreement is expected to include customary mutually agreed
termination rights. Additionally, the Company is expected to have a right to
terminate (i) in order to liquidate prior to
Non-redemption Strategies and Other Agreements
The term sheet states that the Sponsor intends to pursue redemption mitigation strategies in connection with the potential business combination, including the entry into non-redemption agreements with investors.
Additionally, the Company has agreed to (i) assume transaction fees and expenses
of approximately
Further, the term sheet provides that the founder shares held by the Sponsor
will be expected to be subject to certain earnouts as set forth in the term
sheet and for 50% of such founder shares to be transferred to owners and
management of OAH ("OAH earnout holders"), except for the
1. 500,000 earnout shares upon the combined company's stock selling at
2. 750,000 earnout shares upon the combined company's stock selling at a price
of
3. 1 million earnout shares upon the combined company's stock selling at a
price of
4. 1 million earnout shares upon the combined company's stock selling at a
price of
5. 1 million earnout shares upon the combined company's stock selling at a
price of
in each case, subject to adjustment and upon the combined company's daily volume-weighted average share price crossing each threshold for 20 trading days within any consecutive 30 trading day period, commencing at least 150 days after the closing of the proposed business combination and within five years following such closing.
Participants in the Solicitation. The Company and its directors and executive
officers and other persons may be deemed to be participants in the solicitation
of proxies from the Company's shareholders in respect of the special meeting and
related matters. Information regarding the Company's directors and executive
officers, including a description of their interests in the Company, is
available in the Company's filings with the
No Offer or Solicitation. This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Additional Information. The Company has filed with the
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other interested persons are advised to read the Proxy Statement and any other
relevant documents that have been or will be filed with the
Forward-Looking Statements. This communication includes forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We
have based these forward-looking statements on our current expectations and
beliefs concerning future developments and their potential effects on us. There
can be no assurance that future developments affecting us will be those that we
have anticipated. These forward-looking statements involve a number of risks,
uncertainties (some of which are beyond our control) or other assumptions that
may cause actual results or performance to be materially different from those
expressed or implied by these forward-looking statements. The words
"anticipate," "believe," "continue," "could," "estimate," "expect," "intend,"
"may," "might," "plan," "possible," "potential," "predict," "project," "should,"
"would" and similar expressions may identify forward-looking statements, but the
absence of these words does not mean that a statement is not forward-looking.
Such statements include, but are not limited to, statements related to any
excise tax that may be imposed under the IR Act in connection with redemptions
of the Company's Class A common stock in connection with the Extension,
statements regarding our Sponsor's contribution to us of funds necessary to make
any such excise tax payment without using proceeds from the Trust Account,
statements related to the potential business combination with OAH, statements
related to the terms, conditions and entry into the Definitive Agreement, and
related matters, as well as all other statements other than statements of
historical fact. Factors that might cause or contribute to such a discrepancy
include, but are not limited to, those described in our other
Except as set forth herein, all other information in the Proxy Statement remains unchanged. If you have previously-submitted a proxy or tendered your shares for redemption in accordance with the procedures set forth in the Proxy Statement and you do not wish to make any changes, you do not need to do anything further.
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