UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 14A
(Amendment No. 1)
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
| Filed
by the Registrant |
☒ |
| Filed by a party other than the Registrant |
☐ |
Check the appropriate box:
| ☒ |
|
Preliminary
Proxy Statement |
| ☐ |
|
Confidential,
for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2)) |
| ☐ |
|
Definitive
Proxy Statement |
| ☐ |
|
Definitive
Additional Materials |
| ☐ |
|
Soliciting
Material under §240.14a-12 |
| |
AEQUI
ACQUISITION CORP. |
|
| |
(Name of Registrant as Specified In Its Charter) |
|
(Name of Person(s) Filing Proxy Statement, if other than
the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ |
|
No
fee required |
| ☐ |
|
Fee
paid previously with preliminary materials. |
| ☐ |
|
Fee
computed on table in exhibit required by Item 25(b) per
Exchange Act Rules 14a-6(i)(1) and 0-11 |
AEQUI
ACQUISITION CORP.
500 West Putnam
Avenue, Suite 400
Greenwich, CT 06830
LETTER TO STOCKHOLDERS
TO THE STOCKHOLDERS OF AEQUI ACQUISITION CORP.:
You are cordially invited to attend the special meeting in lieu of
an annual meeting of stockholders, which we refer to as the
“Meeting”, of Aequi Acquisition Corp., which we refer to as “we”,
“us”, “our” or the “Company”, to be held at 10:00 a.m. Eastern
Time on __________, 2022.
The Meeting will be a completely virtual meeting of stockholders,
which will be conducted via live webcast. You will be able to
attend the Meeting online, vote and submit your questions during
the Meeting by visiting
https://www.cstproxy.com/aequiacquisition/2022.
Even if you are planning on attending the Meeting online, please
promptly submit your proxy vote by telephone, or, if you received a
printed form of proxy in the mail, by completing, dating, signing
and returning the enclosed proxy, so your shares will be
represented at the Meeting. Instructions on voting your shares are
on the proxy materials you received for the Meeting. Even if you
plan to attend the Meeting online, it is strongly recommended you
complete and return your proxy card before the Meeting date, to
ensure that your shares will be represented at the Meeting if you
are unable to attend.
The accompanying proxy statement, which we refer to as the “Proxy
Statement”, is dated __________, 2022, and is first being mailed to
stockholders of the Company on or about __________, 2022. The sole
purpose of the Meeting is to consider and vote upon the following
proposals:
|
1) |
a proposal to amend the Company’s
amended and restated certificate of incorporation, which we refer
to as the “charter”, in the form set forth
in Annex A to the accompanying Proxy
Statement, which we refer to as the “Extension Amendment” and such
proposal the “Extension Amendment Proposal”, to extend the date by
which the Company must (i) consummate a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or
similar business combination with one or more businesses, which we
refer to as a “business combination”, (ii) cease all
operations except for the purpose of winding up, and
(iii) redeem or repurchase 100% of the Company’s Class A
common stock included as part of the units sold in the Company’s
initial public offering that was consummated on November 24, 2020,
which we refer to as the “IPO”, from November 24, 2022 to August
24, 2023 (or such earlier date as determined by the Board of
Directors (the “Board”)), which we refer to as the “Extension”, and
such later date, the “Extended Date”; and |
|
2) |
a proposal to approve the
adjournment of the Meeting to a later date or dates, if necessary,
to permit further solicitation and vote of proxies in the event
that there are insufficient votes for, or otherwise in connection
with, the approval of the other proposal, which we refer to as the
“Adjournment Proposal”. The Adjournment Proposal will only be
presented at the Meeting if there are not sufficient votes to
approve the other proposal. |
Each of the proposals are more fully described in the accompanying
Proxy Statement.
The purpose of the Extension Amendment Proposal and, if necessary,
the Adjournment Proposal, is to allow us additional time to
complete our initial business combination (the “Business
Combination”). While we are currently in discussions regarding
various Business Combination opportunities, our Board currently
believes that there will not be sufficient time before November 24,
2022 to complete the Business Combination. Accordingly, the Board
believes that in order to be able to consummate the Business
Combination, we will need to obtain the Extension. Therefore, the
Board has determined that it is in the best interests of our
stockholders to extend the date by which the Company has to
consummate a Business Combination to the Extended Date in order for
our stockholders to have the opportunity to participate in our
future investment.
In connection with the Extension Amendment Proposal, public
stockholders may elect to redeem their shares of Class A
common stock issued in our IPO, which shares we refer to as the
“public shares”, for a per-share price, payable in cash, equal to
the aggregate amount then on deposit in the trust account
(the “Trust Account”), including interest (which interest
shall be net of taxes payable), divided by the number of then
outstanding public shares, which election we refer to as the
“Election”, regardless of whether such public stockholders vote on
the Extension Amendment Proposal. If the Extension Amendment
Proposal is approved by the requisite vote of stockholders, the
remaining holders of public shares will retain their right to
redeem their public shares when the Business Combination is
submitted to the stockholders, subject to any limitations set forth
in our charter as amended by the Extension Amendment. In addition,
public stockholders who do not make the Election would be entitled
to have their public shares redeemed for cash if the Company has
not completed a Business Combination by the Extended Date. Our
sponsor, Aequi Sponsor LLC (the “Sponsor”), owns 5,750,000 shares
of our Class B common stock, which we refer to as the “Founder
Shares”, that were issued to the Sponsor prior to our IPO, and
4,400,000 private placement warrants, which we refer to as the
“Private Placement Warrants”, that were purchased by the Sponsor in
private placements which occurred simultaneously with the
completion of the IPO and exercise of underwriters’ over-allotment
option in connection with the IPO.
To exercise your redemption rights, you must demand that the
Company redeem your public shares for a pro rata portion of the
funds held in the Trust Account, and tender your shares to the
Company’s transfer agent at least two business days prior
to the Meeting (or __________, 2022). You may tender your shares by
either delivering your share certificate to the transfer agent or
by delivering your shares electronically using the Depository Trust
Company’s DWAC (Deposit/Withdrawal At Custodian) system. If you
hold your shares in street name, you will need to instruct your
bank, broker or other nominee to withdraw the shares from your
account in order to exercise your redemption rights.
Based upon the current amount in the Trust Account, the Company
anticipates that the per-share price at which public shares will be
redeemed from cash held in the Trust Account will be approximately
$__________ at the time of the Meeting. The closing price of the
Company’s Class A common stock on __________, 2022 as reported
on the Nasdaq Capital Market was $__________. The Company cannot
assure stockholders that they will be able to sell their shares of
the Company’s Class A common stock in the open market, even if
the market price per share is higher than the redemption price
stated above, as there may not be sufficient liquidity in its
securities when such stockholders wish to sell their shares.
The Adjournment Proposal, if adopted, will allow our Board to
adjourn the Meeting to a later date or dates to permit further
solicitation of proxies. The Adjournment Proposal will only be
presented to our stockholders in the event that there are
insufficient votes for, or otherwise in connection with, the
approval of the other proposal.
If the Extension Amendment Proposal is not approved and we do not
consummate the Business Combination by November 24, 2022, as
contemplated by our IPO prospectus and in accordance with our
charter, we 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
(which interest shall be net of taxes payable and up to $100,000 of
interest to pay dissolution expenses), divided by the number of
then outstanding public shares, which redemption will completely
extinguish public stockholders’ rights as stockholders (including
the right to receive further liquidating distributions, if any),
and (iii) as promptly as reasonably possible following such
redemption, subject to the approval of our remaining stockholders
and our board of directors, liquidate and dissolve, subject, in
each case, to our obligations under Delaware law to provide for
claims of creditors and the requirements of other applicable law.
There will be no redemption rights or liquidating distributions
with respect to our warrants, which will expire worthless if we
fail to complete our initial Business Combination by November 24,
2022. In the event of a liquidation, the Sponsor and our officers
and directors will not receive any monies held in the Trust Account
as a result of their ownership of the Founder Shares.
Subject to the foregoing, the affirmative vote of at least 65% of
the Company’s outstanding shares of common stock, including the
Founder Shares, will be required to approve the Extension Amendment
Proposal. Stockholder approval of the Extension Amendment is
required for the implementation of our Board’s plan to extend the
date by which we must consummate our initial Business Combination.
Notwithstanding stockholder approval of the Extension Amendment
Proposal, our Board will retain the right to abandon and not
implement the Extension Amendment at any time without any further
action by our stockholders.
Approval of the Adjournment Proposal requires the affirmative vote
of the majority of the votes cast by stockholders represented in
person or by proxy at the Meeting.
Our Board has fixed the close of business on October 12, 2022 as
the date for determining the Company stockholders entitled to
receive notice of and vote at the Meeting and any adjournment
thereof. Only holders of record of the Company’s common stock on
that date are entitled to have their votes counted at the Meeting
or any adjournment thereof.
You are not being asked to vote on the Business Combination at
this time. If the Extension is implemented and you do not elect to
redeem your public shares, provided that you are a stockholder on
the record date for a meeting to consider the Business Combination,
you will retain the right to vote on the Business Combination when
it is submitted to stockholders and the right to redeem your public
shares for cash in the event the Business Combination is approved
and completed or we have not consummated a Business Combination by
the Extended Date.
After careful consideration of all relevant factors, the Board
has determined that the Extension Amendment Proposal and, if
presented, the Adjournment Proposal are advisable and recommends
that you vote or give instruction to vote “FOR” such
proposals.
Under Delaware law and the Company’s bylaws, no other business may
be transacted at the Meeting.
Enclosed is the Proxy Statement containing detailed information
concerning the Extension Amendment Proposal, the Adjournment
Proposal and the Meeting. Whether or not you plan to attend the
Meeting, we urge you to read this material carefully and vote your
shares.
| __________,
2022 |
By
Order of the Board of Directors |
| |
|
| |
|
| |
Hope
S. Taitz
Chairperson of the Board |
Your vote is important. If you are a stockholder of record,
please sign, date and return your proxy card as soon as possible to
make sure that your shares are represented at the Meeting. If you
are a stockholder of record, you may also cast your vote online at
the Meeting. If your shares are held in an account at a brokerage
firm or bank, you must instruct your broker or bank how to vote
your shares, or you may cast your vote online at the Meeting by
obtaining a proxy from your brokerage firm or bank. Your failure to
vote or instruct your broker or bank how to vote will have the same
effect as voting “AGAINST” the Extension Amendment Proposal, and an
abstention will have the same effect as voting “AGAINST” the
Extension Amendment Proposal. Abstentions and broker non-votes,
while considered present for the purposes of establishing a quorum,
will not count as votes cast for the other proposals and will have
no effect on the outcome of the vote on the other proposals.
Failure to vote by proxy or to vote in person at the general
meeting will have no effect on the outcome of the vote on the other
proposals.
Important Notice Regarding the Availability of Proxy Materials
for the Special Meeting in lieu of Annual Meeting of Stockholders
to be held on __________, 2022: This notice of meeting and the
accompanying Proxy Statement are available
at https://www.cstproxy.com/aequiacquisition/2022.
AEQUI ACQUISITION CORP.
500 West Putnam Avenue, Suite 400
Greenwich, CT 06830
NOTICE OF SPECIAL MEETING IN LIEU OF ANNUAL MEETING OF
STOCKHOLDERS
PROXY STATEMENT
The special meeting in lieu of annual meeting, which we refer to as
the “Meeting”, of stockholders of Aequi Acquisition Corp., which we
refer to as the “we”, “us”, “our” or the “Company”, will be held at
10:00 a.m. Eastern Time on __________, 2022 as a virtual
meeting. You will be able to attend, vote your shares, and submit
questions during the Meeting via a live webcast available at
https://www.cstproxy.com/aequiacquisition/2022. The Meeting
will be held for the sole purpose of considering and voting upon
the following proposals:
|
1) |
a proposal to amend the Company’s
amended and restated certificate of incorporation, which we refer
to as the “charter”, in the form set forth
in Annex A to the accompanying Proxy
Statement, which we refer to as the “Extension Amendment” and such
proposal the “Extension Amendment Proposal”, to extend the date by
which the Company must (i) consummate a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or
similar business combination with one or more businesses, which we
refer to as a “Business Combination”, (ii) cease all
operations except for the purpose of winding up, or
(iii) redeem or repurchase 100% of the Company’s Class A
common stock included as part of the units sold in the Company’s
initial public offering that was consummated on November 24, 2020,
which we refer to as the “IPO”, from November 24, 2022 to August
24, 2023 (or such earlier date as determined by the Board of
Directors (the “Board”)), which we refer to as the “Extension”, and
such later date, the “Extended Date”: and |
|
2) |
a proposal to approve the
adjournment of the Meeting to a later date or dates, if necessary,
to permit further solicitation and vote of proxies in the event
that there are insufficient votes for, or otherwise in connection
with, the approval of the other proposal, which we refer to as the
“Adjournment Proposal”. The Adjournment Proposal will only be
presented at the Meeting if there are not sufficient votes to
approve the other proposal. |
The Extension Amendment Proposal is required for the implementation
of the plan of the Board to extend the date by which the Company
has to complete our initial business combination (the “Business
Combination”). The purpose of the Extension Amendment is to allow
the Company more time to complete the Business Combination.
In connection with the Extension Amendment Proposal, public
stockholders may elect to redeem their public shares for a
per-share price, payable in cash, equal to the aggregate amount
then on deposit in the Company’s trust account (the “Trust
Account”), including interest (which interest shall be net of taxes
payable), divided by the number of then outstanding public shares,
which election we refer to as the “Election”, regardless of whether
such public stockholders vote on the Extension Amendment Proposal.
If the Extension Amendment Proposal is approved by the requisite
vote of stockholders, the remaining holders of public shares will
retain their right to redeem their public shares when the Business
Combination is submitted to the stockholders, subject to any
limitations set forth in our charter as amended by the Extension
Amendment. In addition, public stockholders who do not make the
Election would be entitled to have their public shares redeemed for
cash if the Company has not completed a Business Combination by the
Extended Date. Aequi Sponsor LLC (the “Sponsor”), owns 5,750,000
shares of our Class B common stock, which we refer to as the
“Founder Shares”, that were issued to the Sponsor prior to our IPO,
and 4,400,000 private placement warrants, which we refer to as the
“Private Placement Warrants”, that were purchased by the Sponsor in
private placements which occurred simultaneously with the
completion of the IPO and exercise of underwriters’ over-allotment
option in connection with the IPO.
To exercise your redemption rights, you must demand that the
Company redeem your public shares for a pro rata portion of the
funds held in the Trust Account, and tender your shares to the
Company’s transfer agent at least two business days prior
to the Meeting (or __________, 2022). You may tender your shares by
either delivering your share certificate to the transfer agent or
by delivering your shares electronically using the Depository Trust
Company’s DWAC (Deposit/Withdrawal At Custodian) system. If you
hold your shares in street name, you will need to instruct your
bank, broker or other nominee to withdraw the shares from your
account in order to exercise your redemption rights.
The withdrawal of funds from the Trust Account in connection with
the Election will reduce the amount held in the Trust Account
following the Election and the amount remaining in the Trust
Account may be significantly less than the approximately
$__________ million that was in the Trust Account as of
__________, 2022. In such event, the Company may need to obtain
additional funds to complete the Business Combination, and there
can be no assurance that such funds will be available on terms
acceptable to the parties or at all.
If the Extension Amendment Proposal is not approved and we do not
consummate the Business Combination by November 24, 2022, as
contemplated by our IPO prospectus and in accordance with our
charter, we 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
(which interest shall be net of taxes payable and up to $100,000 of
interest to pay dissolution expenses), divided by the number of
then outstanding public shares, which redemption will completely
extinguish public stockholders’ rights as stockholders (including
the right to receive further liquidating distributions, if any),
and (iii) as promptly as reasonably possible following such
redemption, subject to the approval of our remaining stockholders
and our board of directors, liquidate and dissolve, subject, in
each case, to our obligations under Delaware law to provide for
claims of creditors and the requirements of other applicable law.
There will be no redemption rights or liquidating distributions
with respect to our warrants, which will expire worthless if we
fail to complete our initial Business Combination by November 24,
2022. In the event of a liquidation, the Sponsor and our officers
and directors will not receive any monies held in the Trust Account
as a result of their ownership of the Founder Shares.
There will be no distribution from the Trust Account with respect
to the Company’s warrants, which will expire worthless in the event
of our winding up. In the event of a liquidation, the Sponsor will
not receive any monies held in the Trust Account as a result of its
ownership of 5,750,00 Founder Shares, which were issued to the
Sponsor prior to our IPO, and 4,400,000 Private Placement Warrants,
which were purchased by the Sponsor in private placements which
occurred simultaneously with the completion of the IPO and exercise
of underwriters’ over-allotment option in connection with the
IPO. As a consequence, a liquidating distribution will be made
only with respect to the public shares.
If the Company liquidates, the Sponsor has agreed to indemnify us
to the extent any claims by a third party for services rendered or
products sold to us, or any claims by a prospective target business
with which we have discussed entering into an acquisition
agreement, reduce the amount of funds in the Trust Account to below
(i) $10.00 per public share or (ii) such lesser amount
per public share held in the Trust Account as of the date of the
liquidation of the Trust Account due to reductions in the value of
the trust assets, in each case net of the interest which may be
withdrawn to pay taxes, except as to any claims by a third party
who executed a waiver of any and all rights to seek access to our
Trust Account and except as to any claims under our indemnity of
the underwriters of our IPO against certain liabilities, including
liabilities under the Securities Act of 1933, as amended,
which we refer to as the “Securities Act”. Moreover, in the event
that an executed waiver is deemed to be unenforceable against a
third party, the Sponsor will not be responsible to the extent of
any liability for such third-party claims. We cannot assure you,
however, that the Sponsor would be able to satisfy those
obligations. Based upon the current amount in the Trust Account, we
anticipate that the per-share price at which public shares will be
redeemed from cash held in the Trust Account will be approximately
$__________. Nevertheless, the Company cannot assure you that the
per share distribution from the Trust Account, if the Company
liquidates, will not be less than $10.00, plus interest, due to
unforeseen claims of creditors.
Under the General Corporation Law of the State of Delaware (the
“DGCL”), stockholders may be held liable for claims by third
parties against a corporation to the extent of distributions
received by them in a dissolution. If the corporation complies with
certain procedures set forth in Section 280 of the DGCL
intended to ensure that it makes reasonable provision for all
claims against it, including a 60-day notice period during which
any third-party claims can be brought against the corporation, a
90-day period during which the corporation may reject any claims
brought, and an additional 150-day waiting period before any
liquidating distributions are made to stockholders, any liability
of stockholders with respect to a liquidating distribution is
limited to the lesser of such stockholder’s pro rata share of the
claim or the amount distributed to the stockholder, and any
liability of the stockholder would be barred after the third
anniversary of the dissolution.
Because the Company will not be complying with Section 280 of
the DGCL as described in our IPO prospectus filed with the
U.S. Securities and Exchange Commission, which we refer to as
the “SEC”, on November 23, 2020, Section 281(b) of the
DGCL requires us to adopt a plan, based on facts known to us at
such time that will provide for our payment of all existing and
pending claims or claims that may be potentially brought against us
within the 10 years following our dissolution. However,
because we are a blank check company, rather than an operating
company, and our operations have been limited to searching for
prospective target businesses to acquire, the only likely claims to
arise would be from our vendors (such as lawyers or investment
bankers) or prospective target businesses.
If the Extension Amendment Proposal is approved, the Company,
pursuant to the terms of the investment management trust agreement,
dated November 19, 2020, by and between the Company and Continental
Stock Transfer & Trust Company (the “Trust Agreement”),
will (i) remove from the Trust Account an amount, which we
refer to as the “Withdrawal Amount”, equal to the number of public
shares properly redeemed multiplied by the per-share price, equal
to the aggregate amount then on deposit in the Trust Account,
including interest (which interest shall be net of taxes payable),
divided by the number of then outstanding public shares, and
(ii) deliver to the holders of such redeemed public shares
their portion of the Withdrawal Amount. The remainder of such funds
shall remain in the Trust Account and be available for use by the
Company to complete a Business Combination on or before the
Extended Date. Holders of public shares who do not redeem their
public shares now will retain their redemption rights and their
ability to vote on a Business Combination through the Extended Date
if the Extension Amendment Proposal is approved.
Our Board has fixed the close of business on October 12, 2022 as
the date for determining the Company stockholders entitled to
receive notice of and vote at the Meeting and any adjournment
thereof. Only holders of record of the Company’s common stock on
that date are entitled to have their votes counted at the Meeting
or any adjournment thereof. On the record date of the Meeting,
there were 23,000,000 shares of Class A common stock and
5,750,000 shares of Class B common stock outstanding. The
Company’s warrants do not have voting rights in connection with the
proposals.
This Proxy Statement contains important information about the
Meeting and the proposals. Please read it carefully and vote your
shares.
We will pay for the entire cost of soliciting proxies from our
working capital. We have engaged Morrow Sodali LLC (“Morrow”) to
assist in the solicitation of proxies for the Meeting. We
have agreed to pay Morrow its customary fee in connection with such
services in connection with the Meeting. We will also reimburse
Morrow for reasonable out-of-pocket expenses and will indemnify
Morrow and its affiliates against certain claims, liabilities,
losses, damages and expenses. In addition to these mailed proxy
materials, our directors and officers may also solicit proxies in
person, by telephone or by other means of communication. These
parties will not be paid any additional compensation for soliciting
proxies. We may also reimburse brokerage firms, banks and other
agents for the cost of forwarding proxy materials to beneficial
owners. While the payment of these expenses will reduce the cash
available to us to consummate an initial Business Combination if
the Extension is approved, we do not expect such payments to have a
material effect on our ability to consummate an initial Business
Combination.
This Proxy Statement is dated __________, 2022 and is first being
mailed to stockholders on or about __________, 2022.
| __________,
2022 |
|
By
Order of the Board of Directors |
| |
|
|
| |
|
Hope
S. Taitz
Chairperson of the Board |
TABLE OF CONTENTS
QUESTIONS AND ANSWERS
ABOUT THE MEETING
These Questions and Answers are only summaries of the matters they
discuss. They do not contain all of the information that may be
important to you. You should read carefully the entire document,
including the annexes to this Proxy Statement.
|
Why am I receiving this Proxy Statement? |
|
We
are a blank check company formed in Delaware on September 1, 2020,
for the purpose of effecting a merger, capital stock exchange,
asset acquisition, stock purchase, reorganization or similar
business combination with one or more businesses. In
November 2020 and December 2020, following the consummated of
our IPO, the full exercise of underwriters’ over-allotment option,
and the sales of Private Placement Warrants, we derived gross
proceeds of $236,600,000 in the aggregate. The amount in the Trust
Account was initially $10.00 per public share. Like most blank
check companies, our charter provides for the return of our IPO
proceeds held in the Trust Account to the holders of shares of
Class A common stock sold in our IPO if there is no qualifying
Business Combination consummated on or before a certain date
(in our case, November 24, 2022). Our Board believes that it is in
the best interests of the stockholders to continue our existence
until the Extended Date in order to allow us more time to complete
the Business Combination. |
| |
|
|
| |
|
The
purpose of the Extension Amendment Proposal and, if necessary, the
Adjournment Proposal, is to allow us additional time to complete
the Business Combination. |
| |
|
|
|
What is being voted on? |
|
You
are being asked to vote on two proposals: |
| |
|
|
| |
|
● a
proposal to amend our charter to extend the date by which we have
to consummate a Business Combination from November 24, 2022 to
August 24, 2023 (or such earlier date as determined by the Board of
Directors (the “Board”)); and |
| |
|
● a proposal to approve
the adjournment of the Meeting to a later date or dates, if
necessary, to permit further solicitation and vote of proxies in
the event that there are insufficient votes for, or otherwise in
connection with, the approval of the other proposal.
|
| |
|
|
| |
|
The
Extension Amendment Proposal is required for the implementation of
our Board’s plan to extend the date that we have to complete our
initial Business Combination. The purpose of the Extension
Amendment is to allow the Company more time to complete the
Business Combination. Approval of the Extension Amendment Proposal
is a condition to the implementation of the Extension. |
| |
|
|
| |
|
If
the Extension Amendment Proposal is approved, we will, pursuant to
the Trust Agreement, remove the Withdrawal Amount from the Trust
Account, deliver to the holders of redeemed public shares their
portion of the Withdrawal Amount and retain the remainder of the
funds in the Trust Account for our use in connection with
consummating a Business Combination on or before the Extended
Date. |
| |
|
If
the Extension Amendment Proposal is approved and the Extension is
implemented, the removal of the Withdrawal Amount from the Trust
Account in connection with the Election will reduce the amount held
in the Trust Account following the Election. We cannot predict the
amount that will remain in the Trust Account if the Extension
Amendment Proposal is approved. In such event, we may need to
obtain additional funds to complete the Business Combination, and
there can be no assurance that such funds will be available on
terms acceptable to the parties or at all. |
| |
|
|
| |
|
If
the Extension Amendment Proposal is not approved and we do not
consummate the Business Combination by November 24, 2022, as
contemplated by our IPO prospectus and in accordance with our
charter, we 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
(which interest shall be net of taxes payable and up to $100,000 of
interest to pay dissolution expenses), divided by the number of
then outstanding public shares, which redemption will completely
extinguish public stockholders’ rights as stockholders (including
the right to receive further liquidating distributions, if any),
and (iii) as promptly as reasonably possible following such
redemption, subject to the approval of our remaining stockholders
and our board of directors, liquidate and dissolve, subject, in
each case, to our obligations under Delaware law to provide for
claims of creditors and the requirements of other applicable law.
There will be no redemption rights or liquidating distributions
with respect to our warrants, which will expire worthless if we
fail to complete our initial Business Combination by November 24,
2022. There will be no distribution from the Trust Account with
respect to our warrants, which will expire worthless in the event
of our winding up. In the event of a liquidation, the Sponsor and
our officers and directors will not receive any monies held in the
Trust Account as a result of their ownership of the Founder
Shares. |
| |
|
|
| |
|
There
will be no distribution from the Trust Account with respect to our
warrants, which will expire worthless in the event of our winding
up. In the event of a liquidation, the Sponsor and our officers and
directors will not receive any monies held in the Trust Account as
a result of their ownership of the Founder Shares. |
| |
|
|
|
Why is the Company proposing the Extension Amendment
Proposal? |
|
Our
charter provides for the return of our IPO proceeds held in the
Trust Account to the holders of shares of Class A common stock
sold in our IPO if there is no qualifying Business
Combination consummated on or before November 24, 2022. As
explained below, we will not be able to complete the Business
Combination by that date and, therefore, we are asking for an
extension of this timeframe. |
| |
|
|
| |
|
The
purpose of the Extension Amendment Proposal and, if necessary, the
Adjournment Proposal, is to allow us additional time to complete
the Business Combination. There is no assurance that the Company
will be able to consummate the Business Combination, given the
actions that must occur prior to closing of the Business
Combination. |
| |
|
The
Company believes that given its expenditure of time, effort and
money on finding a Business Combination, circumstances warrant
providing public stockholders an opportunity to consider the
Business Combination. Accordingly, the Board is proposing the
Extension Amendment Proposal to amend our charter in the form set
forth in Annex A hereto to extend the date by which we
must (i) consummate a Business Combination, (ii) cease
our operations if we fail to complete such Business Combination,
and (iii) redeem or repurchase 100% of our Class A common
stock included as part of the units sold in our IPO from November
24, 2022 to August 24, 2023 (or such earlier date as determined by
the Board). |
| |
|
|
| |
|
You
are not being asked to vote on the Business Combination at this
time. If the Extension is implemented and you do not elect to
redeem your public shares, provided that you are a stockholder on
the record date for a meeting to consider the Business Combination,
you will retain the right to vote on the Business Combination when
it is submitted to stockholders and the right to redeem your public
shares for cash in the event the Business Combination is approved
and completed or we have not consummated a Business Combination by
the Extended Date. |
| |
|
|
|
Why is the Company proposing the Adjournment
Proposal? |
|
The
Company is proposing the Adjournment Proposal to provide
flexibility to adjourn the Meeting to give the Company more time to
seek approval of the Extension Amendment Proposal, if necessary. If
the Adjournment Proposal is not approved, the Company will not have
the ability to adjourn the Meeting to a later date for the purpose
of soliciting additional proxies. In such event, the Extension
would not be completed, the Company would cease all operations
except for the purpose of winding up, redeeming 100% of the
outstanding public shares for cash and, subject to the approval of
its remaining stockholders and its board of directors, dissolving
and liquidating. |
| |
|
|
|
Why should I vote “FOR” the Extension Amendment
Proposal? |
|
Our
Board believes stockholders should have an opportunity to evaluate
the Business Combination. Accordingly, the Board is proposing the
Extension Amendment Proposal to amend our charter in the form set
forth in Annex A hereto to extend the date by which we
must (i) consummate a Business Combination, (ii) cease
our operations if we fail to complete such Business Combination,
and (iii) redeem or repurchase 100% of our Class A common
stock included as part of the units sold in our IPO from November
24, 2022 to August 24, 2023 (or such earlier date as determined by
the Board). The Extension would give the Company the opportunity to
complete the Business Combination. |
| |
|
Our
charter provides that if our stockholders approve an amendment to
our charter that would affect the substance or timing of our
obligation to redeem 100% of our public shares if we do not
complete our Business Combination before November 24, 2022, we will
provide our public stockholders with the opportunity to redeem all
or a portion of their public shares upon such approval at a
per-share price, payable in cash, equal to the aggregate amount
then on deposit in the Trust Account, including interest (which
interest shall be net of taxes payable), divided by the number of
then outstanding public shares. We believe that this charter
provision was included to protect our stockholders from having to
sustain their investments for an unreasonably long period if we
failed to find a suitable Business Combination in the timeframe
contemplated by the charter. |
| |
|
|
| |
|
Our
Board recommends that you vote in favor of the Extension Amendment
Proposal. |
| |
|
|
|
Why should I vote “FOR” the Adjournment
Proposal? |
|
If
the Adjournment Proposal is not approved by our stockholders, our
Board may not be able to adjourn the Meeting to a later date in the
event that there are insufficient votes for, or otherwise in
connection with, the approval of the other proposal. |
| |
|
|
|
When would the Board abandon the Extension Amendment
Proposal? |
|
Our
Board will abandon the Extension Amendment if our stockholders do
not approve the Extension Amendment Proposal. In addition,
notwithstanding stockholder approval of the Extension Amendment
Proposal, our Board will retain the right to abandon and not
implement the Extension Amendment at any time without any further
action by our stockholders. |
| |
|
|
|
How do the Company insiders intend to vote their
shares? |
|
All
of our directors, executive officers and their respective
affiliates are expected to vote any common stock over which they
have voting control (including any public shares owned by them) in
favor of the Extension Amendment Proposal and the Adjournment
Proposal. Currently, the Sponsor and our officers and directors own
approximately 20.0% of our issued and outstanding shares of common
stock, including 5,750,000 Founder Shares. The Sponsor and our
directors, executive officers and their affiliates do not intend to
purchase shares of common stock in the open market or in privately
negotiated transactions in connection with the stockholder vote on
the Extension Amendment. |
| |
|
|
|
What vote is required to adopt the proposals? |
|
The
approval of the Extension Amendment Proposal will require the
affirmative vote of holders of at least 65% of our outstanding
shares of common stock on the record date. |
| |
|
|
| |
|
The
approval of the Adjournment Proposal will require the affirmative
vote of the majority of the votes cast by stockholders represented
in person or by proxy. |
|
What if I don’t want to vote “FOR” any of the
proposals? |
|
If you are a holder of common stock and do not want the Adjournment
Proposal to be approved, you must abstain or vote against such
proposal.
If you do not want the Extension Amendment Proposal to be approved,
you must abstain, not vote, or vote “AGAINST” such proposal. You
will be entitled to redeem your public shares for cash in
connection with this vote whether or not you vote on the Extension
Amendment Proposal so long as you elect to redeem your public
shares for a pro rata portion of the funds available in the Trust
Account in connection with the Extension Amendment. If the
Extension Amendment Proposal is approved, and the Extension is
implemented, then the Withdrawal Amount will be withdrawn from the
Trust Account and paid to the redeeming holders.
|
| |
|
|
|
What happens if the Extension Amendment Proposal is not
approved? |
|
Our
Board will abandon the Extension Amendment if our stockholders do
not approve the Extension Amendment Proposal. |
| |
|
|
| |
|
If
the Extension Amendment Proposal is not approved and we do not
consummate the Business Combination by November 24, 2022, as
contemplated by our IPO prospectus and in accordance with our
charter, we 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
(which interest shall be net of taxes payable and up to $100,000 of
interest to pay dissolution expenses), divided by the number of
then outstanding public shares, which redemption will completely
extinguish public stockholders’ rights as stockholders (including
the right to receive further liquidating distributions, if any),
and (iii) as promptly as reasonably possible following such
redemption, subject to the approval of our remaining stockholders
and our board of directors, liquidate and dissolve, subject, in
each case, to our obligations under Delaware law to provide for
claims of creditors and the requirements of other applicable law.
There will be no redemption rights or liquidating distributions
with respect to our warrants, which will expire worthless if we
fail to complete our initial Business Combination by November 24,
2022. There will be no distribution from the Trust Account with
respect to our warrants, which will expire worthless in the event
of our winding up. |
| |
|
|
| |
|
In
the event of a liquidation, the Sponsor and our officers and
directors will not receive any monies held in the Trust Account as
a result of their ownership of the Founder Shares or Private
Placement Warrants. |
| |
|
|
|
If the Extension Amendment Proposal is approved, what happens
next? |
|
We
are seeking the Extension Amendment to provide us time to compete
the Business Combination. Our seeking to complete the Business
Combination will involve: |
| |
|
|
| |
|
● negotiating and executing a definitive agreement
and related agreements; |
| |
|
● completing proxy materials; |
| |
|
● establishing a meeting date and record date for
considering the Business Combination, and distributing proxy
materials to stockholders; and |
| |
|
● holding a special meeting to consider the
Business Combination. |
| |
|
|
| |
|
We
are seeking approval of the Extension Amendment Proposal because we
will not be able to complete all of the tasks listed above prior to
November 24, 2022. If the Extension Amendment Proposal is approved,
we expect to seek stockholder approval of the Business Combination.
If stockholders approve the Business Combination, we expect to
consummate the Business Combination as soon as possible following
such stockholder approval. |
| |
|
|
| |
|
Upon
approval of the Extension Amendment Proposal by holders of at least
65% of the shares of common stock outstanding as of the record
date, we will file an amendment to the charter with the Secretary
of State of the State of Delaware in the form set forth in
Annex A hereto. We will remain a reporting company
under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”) and our units, Class A
common stock and public warrants will remain publicly
traded. |
| |
|
|
| |
|
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 the Sponsor and our directors and our
officers as a result of their ownership of the Founder
Shares. |
| |
|
|
| |
|
Notwithstanding
stockholder approval of the Extension Amendment Proposal, our Board
will retain the right to abandon and not implement the Extension
Amendment at any time without any further action by our
stockholders. |
| |
|
|
|
What happens to the Company warrants if the Extension Amendment
Proposal is not approved? |
|
If
the Extension Amendment Proposal is not approved and we do not
consummate the Business Combination by November 24, 2022, as
contemplated by our IPO prospectus and in accordance with our
charter, we 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
(which interest shall be net of taxes payable and up to $100,000 of
interest to pay dissolution expenses), divided by the number of
then outstanding public shares, which redemption will completely
extinguish public stockholders’ rights as stockholders (including
the right to receive further liquidating distributions, if any),
and (iii) as promptly as reasonably possible following such
redemption, subject to the approval of our remaining stockholders
and our board of directors, liquidate and dissolve, subject, in
each case, to our obligations under Delaware law to provide for
claims of creditors and the requirements of other applicable law.
There will be no redemption rights or liquidating distributions
with respect to our warrants, which will expire worthless if we
fail to complete our initial Business Combination by November 24,
2022. There will be no distribution from the Trust Account with
respect to our warrants, which will expire worthless in the event
of our winding up. |
|
What happens to the Company’s warrants if the Extension Amendment
Proposal is approved? |
|
If
the Extension Amendment Proposal is approved, we will retain the
blank check company restrictions previously applicable to us and
continue to attempt to consummate a Business Combination until the
Extended Date. The public warrants will remain outstanding and only
become exercisable 30 days after the completion of a Business
Combination, provided that we have an effective registration
statement under the Securities Act covering the shares of
Class A common stock issuable upon exercise of the warrants
and a current prospectus relating to them is available (or we
permit holders to exercise warrants on a cashless
basis). |
| |
|
|
|
Would I still be able to exercise my redemption rights
if I vote “AGAINST” the Business
Combination? |
|
Unless
you elect to redeem your public shares at this time, you will be
able to vote on the Business Combination when it is submitted to
stockholders if you are a stockholder on the record date for a
meeting to seek stockholder approval of the Business Combination.
If you disagree with the Business Combination, you will retain your
right to redeem your public shares upon consummation of the
Business Combination in connection with the stockholder vote to
approve the Business Combination, subject to any limitations set
forth in our charter. |
| |
|
|
|
How do I attend the meeting? |
|
As a registered stockholder, you received a proxy card from
Continental Stock Transfer & Trust Company. The form
contains instructions on how to attend the Meeting including the
URL address, along with your 12-digit control number. You will need
your control number for access. If you do not have your control
number, contact Continental Stock Transfer & Trust Company
at the phone number or e-mail address below. Beneficial investors
who hold shares through a bank, broker or other intermediary, will
need to contact them and obtain a legal proxy. Once you have your
legal proxy, contact Continental Stock Transfer & Trust
Company to have a control number generated. Continental Stock
Transfer & Trust Company contact information is as
follows: 917-262-2373, or e-mail
proxy@continentalstock.com.
If you do not have internet capabilities, you can listen only to
the meeting by dialing 800-450-7155 (toll-free) within the
U.S. and Canada, or 857-999-9155 (standard rates apply)
outside of the U.S. and Canada. When prompted, enter the pin
number ________#. This is listen-only, and you will not be able to
vote or enter questions during the meeting.
|
| |
|
|
|
How do I change or revoke my vote? |
|
You
may change your vote by e-mailing a later-dated, signed proxy card
to our Chief Executive Officer at hope@aequicorp.com, so that it is
received by our Chief Executive Officer prior to the Meeting or by
attending the Meeting online and voting. You also may revoke your
proxy by sending a notice of revocation to our Chief Executive
Officer, which must be received by our Chief Executive Officer
prior to the Meeting. |
| |
|
|
| |
|
Please
note, however, that if on the record date, your shares were held
not in your name, but rather in an account at a brokerage firm,
custodian bank, or other nominee, then you are the beneficial owner
of shares held in “street name” and these proxy materials are being
forwarded to you by that organization. If your shares are held in
street name, and you wish to attend the Meeting and vote at the
Meeting online, you must follow the instructions included with the
enclosed proxy card. |
|
How are votes counted? |
|
Extension Amendment Proposal. The
Extension Amendment Proposal must be approved by the affirmative
vote of at least 65% of the outstanding shares of our common stock
as of the record date, including the Founder Shares, voting
together as a single class. Accordingly, a Company stockholder’s
failure to vote by proxy or to vote online at the Meeting or an
abstention with respect to the Extension Amendment Proposal will
have the same effect as a vote “AGAINST” such proposal.
Adjournment Proposal. The approval of
the Adjournment Proposal requires the affirmative vote of the
majority of the votes cast by stockholders represented in person or
by proxy. Accordingly, a Company stockholder’s failure to vote by
proxy or to vote online at the Meeting will not be counted towards
the number of shares of common stock required to validly establish
a quorum, and if a valid quorum is otherwise established, it will
have no effect on the outcome of any vote on the Adjournment
Proposal.
|
| |
|
|
| |
|
Abstentions
will be counted in connection with the determination of whether a
valid quorum is established but will have no effect on the outcome
of the Adjournment Proposal. |
| |
|
|
|
If my shares are held in “street name,” will my broker
automatically vote them for me? |
|
No.
Under the rules of various national and regional securities
exchanges, your broker, bank, or nominee cannot vote your shares
with respect to non-discretionary matters unless you provide
instructions on how to vote in accordance with the information and
procedures provided to you by your broker, bank, or nominee. We
believe all the proposals presented to the stockholders will be
considered non-discretionary and, therefore, your broker, bank, or
nominee cannot vote your shares without your instruction. Your
bank, broker, or other nominee can vote your shares only if you
provide instructions on how to vote. You should instruct your
broker to vote your shares in accordance with directions you
provide. If your shares are held by your broker as your nominee,
which we refer to as being held in “street name”, you may need to
obtain a proxy form from the institution that holds your shares and
follow the instructions included on that form regarding how to
instruct your broker to vote your shares. |
| |
|
|
|
What is a quorum requirement? |
|
A
quorum of stockholders is necessary to hold a valid meeting.
Holders of a majority in voting power of our common stock on the
record date issued and outstanding and entitled to vote at the
Meeting, present in person or represented by proxy, constitute a
quorum. |
| |
|
|
| |
|
Your
shares will be counted towards the quorum only if you submit a
valid proxy (or one is submitted on your behalf by your broker,
bank or other nominee) or if you vote online at the Meeting.
Abstentions will be counted towards the quorum requirement. In the
absence of a quorum, the chairman of the meeting has power to
adjourn the Meeting. As of the record date for the Meeting,
14,375,001 shares of our common stock would be required to achieve
a quorum. |
|
Who can vote at the
Meeting? |
|
Only holders of record of our common
stock at the close of business on October 12, 2022 are entitled to
have their vote counted at the Meeting and any adjournments or
postponements thereof. On this record date, 23,000,000 shares of
Class A common stock and 5,750,000 shares of Class B
common stock were outstanding and entitled to vote. |
|
|
|
|
| |
|
Stockholder
of Record: Shares Registered in Your
Name. If on the record date your shares
were registered directly in your name with our transfer agent,
Continental Stock Transfer & Trust Company, then you are a
stockholder of record. As a stockholder of record, you may vote
online at the Meeting or vote by proxy. Whether or not you plan to
attend the Meeting online, we urge you to fill out and return the
enclosed proxy card to ensure your vote is counted. |
| |
|
|
| |
|
Beneficial
Owner: Shares Registered in the Name of a Broker or Bank. If on
the record date your shares were held, not in your name, but rather
in an account at a brokerage firm, bank, dealer, or other similar
organization, then you are the beneficial owner of shares held in
“street name” and these proxy materials are being forwarded to you
by that organization. As a beneficial owner, you have the right to
direct your broker or other agent on how to vote the shares in your
account. You are also invited to attend the Meeting. However, since
you are not the stockholder of record, you may not vote your shares
online at the Meeting unless you request and obtain a valid proxy
from your broker or other agent. |
| |
|
|
|
Does the Board recommend voting for the approval of the
proposals? |
|
Yes.
After careful consideration of the terms and conditions of these
proposals, our Board has determined that the Extension Amendment
Proposal and, if presented, the Adjournment Proposal are in the
best interests of the Company and its stockholders. The Board
recommends that holders of common stock vote “FOR” the Extension
Amendment Proposal and “FOR” the Adjournment Proposal, if
presented. |
| |
|
|
|
What interests do the Company’s Sponsor, directors and officers
have in the approval of the proposals? |
|
The
Sponsor, directors and officers have interests in the proposals
that may be different from, or in addition to, your interests as a
stockholder. These interests include ownership of 5,750,000
Founder Shares (purchased for $25,000) and 4,400,000 Private
Placement Warrants (purchased for $6.6 million), which would
expire worthless if a Business Combination is not consummated. See
the section entitled “The Extension Amendment
Proposal — Interests of the Sponsor and our Directors and
Officers”. |
| |
|
|
|
Do I have appraisal rights if I object to any of the
proposals? |
|
Our
stockholders do not have appraisal rights in connection with the
proposals under the DGCL. |
| |
|
|
|
What do I need to do now? |
|
We
urge you to read carefully and consider the information contained
in this Proxy Statement, including the annexes, and to consider how
the proposals will affect you as our stockholder. You should then
vote as soon as possible in accordance with the instructions
provided in this Proxy Statement and on the enclosed proxy
card. |
|
How do I vote? |
|
If
you are a holder of record of our common stock, you may vote online
at the Meeting or by submitting a proxy for the Meeting. Whether or
not you plan to attend the Meeting online, we urge you to vote by
proxy to ensure your vote is counted. You may submit your proxy by
completing, signing, dating and returning the enclosed proxy card
in the accompanying pre-addressed postage paid envelope. You may
still attend the Meeting and vote online if you have already voted
by proxy. |
| |
|
|
| |
|
If
your shares of our common stock are held in “street name” by a
broker or other agent, you have the right to direct your broker or
other agent on how to vote the shares in your account. You are also
invited to attend the Meeting. However, since you are not the
stockholder of record, you may not vote your shares online at the
Meeting unless you request and obtain a valid proxy from your
broker or other agent. |
| |
|
|
|
How do I redeem my shares of Class A common
stock? |
|
If
the Extension is implemented, each of our public stockholders may
seek to redeem all or a portion of its public shares at a per-share
price, payable in cash, equal to the aggregate amount then on
deposit in the Trust Account, including interest (which interest
shall be net of taxes payable), divided by the number of then
outstanding public shares. You will also be able to redeem your
public shares in connection with any stockholder vote to approve a
proposed Business Combination, or if we have not consummated a
Business Combination by the Extended Date. |
| |
|
|
| |
|
In
order to exercise your redemption rights, you must, prior to
5:00 p.m. Eastern time on __________, 2022
(two business days before the Meeting) tender your shares
physically or electronically and submit a request in writing that
we redeem your public shares for cash to Continental Stock
Transfer & Trust Company, our transfer agent, at the
following address: |
| |
|
|
| |
|
Continental
Stock Transfer & Trust Company
1 State Street Plaza, 30th Floor
New York, New York 10004
Attn: Mark Zimkind
E-mail: mzimkind@continentalstock.com |
| |
|
|
|
What should I do if I receive more than one set of voting
materials? |
|
You
may receive more than one set of voting materials, including
multiple copies of this Proxy Statement and multiple proxy cards or
voting instruction cards, if your shares are registered in more
than one name or are registered in different accounts. For example,
if you hold your shares in more than one brokerage account, you
will receive a separate voting instruction card for each brokerage
account in which you hold shares. Please complete, sign, date and
return each proxy card and voting instruction card that you receive
in order to cast a vote with respect to all of your Company
shares. |
| |
|
|
|
Who is paying for this proxy solicitation? |
|
We
will pay for the entire cost of soliciting proxies from our working
capital. We have engaged Morrow to assist in the solicitation of
proxies for the Meeting. We have agreed to pay Morrow its customary
fee in connection with such services in connection with the
Meeting. We will also reimburse Morrow for reasonable out-of-pocket
expenses and will indemnify Morrow and its affiliates against
certain claims, liabilities, losses, damages and expenses. In
addition to these mailed proxy materials, our directors and
officers may also solicit proxies in person, by telephone or by
other means of communication. These parties will not be paid any
additional compensation for soliciting proxies. We may also
reimburse brokerage firms, banks and other agents for the cost of
forwarding proxy materials to beneficial owners. While the payment
of these expenses will reduce the cash available to us to
consummate an initial Business Combination if the Extension is
approved, we do not expect such payments to have a material effect
on our ability to consummate an initial Business
Combination. |
| |
|
|
|
Who can help answer my questions? |
|
If
you have questions about the proposals or if you need additional
copies of the Proxy Statement or the enclosed proxy card you should
contact our proxy solicitor, Morrow at
ARBG.info@investor.morrowsodali.com or by phone at (800)
662-5200. |
| |
|
|
| |
|
You may also contact us at:
Aequi Acquisition Corp.
500 West Putnam Avenue, Suite 400
Greenwich, CT 06830
Email: hope@aequicorp.com
|
| |
|
|
| |
|
You
may also obtain additional information about the Company from
documents filed with the SEC by following the instructions in the
section entitled “Where You Can Find More Information”. |
FORWARD-LOOKING
STATEMENTS
Some of the statements contained in this proxy statement constitute
forward-looking statements within the meaning of the federal
securities laws. Forward-looking statements relate to expectations,
beliefs, projections, future plans and strategies, anticipated
events or trends and similar expressions concerning matters that
are not historical facts. Forward-looking statements reflect our
current views with respect to, among other things, the pending
Business Combination, our capital resources and results of
operations. Likewise, our financial statements and all of our
statements regarding market conditions and results of operations
are forward-looking statements. In some cases, you can identify
these forward-looking statements by the use of terminology such as
“outlook,” “believes,” “expects,” “potential,” “continues,” “may,”
“will,” “should,” “could,” “seeks,” “approximately,” “predicts,”
“intends,” “plans,” “estimates,” “anticipates” or the negative
version of these words or other comparable words or phrases.
The forward-looking statements contained in this proxy statement
reflect our current views about future events and are subject to
numerous known and unknown risks, uncertainties, assumptions and
changes in circumstances that may cause its actual results to
differ significantly from those expressed in any forward-looking
statement. We do not guarantee that the transactions and events
described will happen as described (or that they will happen at
all). The following factors, among others, could cause actual
results and future events to differ materially from those set forth
or contemplated in the forward-looking statements:
|
● |
Our ability to enter into a
definitive agreement and related agreements; |
|
● |
our ability to complete the
Business Combination; |
|
● |
the anticipated benefits of the
Business Combination; |
|
● |
the volatility of the market price
and liquidity of our securities; |
|
● |
the use of funds not held in the
trust account; |
|
● |
the competitive environment in
which our successor will operate following the Business
Combination; and |
|
● |
proposed changes in SEC rules
related to special purpose acquisition companies. |
While forward-looking statements reflect our good faith beliefs,
they are not guarantees of future performance. We disclaim any
obligation to publicly update or revise any forward-looking
statement to reflect changes in underlying assumptions or factors,
new information, data or methods, future events or other changes
after the date of this proxy statement, except as required by
applicable law. For a further discussion of these and other factors
that could cause our future results, performance or transactions to
differ significantly from those expressed in any forward-looking
statement, please see the section entitled “Risk Factors” in our
final prospectus dated November 19, 2020, as filed with the
SEC on November 23, 2020, our Annual Report on Form 10-K
for the year ended December 31, 2021 filed with the SEC on
March 25, 2022, our Quarterly Reports on Form 10-Q filed
with the SEC on May 10, 2022 and August 5, 2022, and in other
reports we file with the SEC. You should not place undue
reliance on any forward-looking statements, which are based only on
information currently available to us (or to third parties making
the forward-looking statements).
RISK FACTORS
You should consider carefully all of the risks described in our
Annual Report on Form 10-K for the year ended December 31,
2021 filed with the SEC on March 25, 2022, our Quarterly
Reports on Form 10-Q filed with the SEC on May 10, 2022 and
August 5, 2022 and in the other reports we file with the SEC before
making a decision to invest in our securities. Furthermore, if any
of the following events occur, our business, financial condition
and operating results may be materially adversely affected or we
could face liquidation. In that event, the trading price of our
securities could decline, and you could lose all or part of your
investment. The risks and uncertainties described in the
aforementioned filings and below are not the only ones we face.
Additional risks and uncertainties that we are unaware of, or that
we currently believe are not material, may also become important
factors that adversely affect our business, financial condition and
operating results or result in our liquidation.
There are no assurances that the Extension will enable us to
complete a Business Combination.
Approving the Extension involves a number of risks. Even if the
Extension is approved, the Company can provide no assurances that
the Business Combination will be consummated prior to the Extended
Date. Our ability to consummate any Business Combination is
dependent on a variety of factors, many of which are beyond our
control. If the Extension is approved, the Company expects to seek
stockholder approval of the Business Combination. We are required
to offer stockholders the opportunity to redeem shares in
connection with the Extension Amendment, and we will be required to
offer stockholders redemption rights again in connection with any
stockholder vote to approve the Business Combination. Even if the
Extension or the Business Combination are approved by our
stockholders, it is possible that redemptions will leave us with
insufficient cash to consummate a Business Combination on
commercially acceptable terms, or at all. The fact that we will
have separate redemption periods in connection with the Extension
and the Business Combination vote could exacerbate these risks.
Other than in connection with a redemption offer or liquidation,
our stockholders may be unable to recover their investment except
through sales of our shares on the open market. The price of our
shares may be volatile, and there can be no assurance that
stockholders will be able to dispose of our shares at favorable
prices, or at all.
The SEC has recently issued proposed rules to regulate
special purpose acquisition companies. Certain of the procedures
that we, a potential business combination target, or others may
determine to undertake in connection with such proposals may
increase our costs and the time needed to complete our Business
Combination and may constrain the circumstances under which we
could complete a Business Combination.
On March 30, 2022, the SEC issued proposed rules (the “SPAC
Rule Proposals”) relating, among other items, to disclosures in SEC
filings in connection with business combination transactions
between special purpose acquisition companies (“SPACs”) such as us
and private operating companies; the financial statement
requirements applicable to transactions involving shell companies;
the use of projections in SEC filings in connection with proposed
business combination transactions; the potential liability of
certain participants in proposed Business Combination transactions;
and the extent to which SPACs could become subject to regulation
under the Investment Company Act of 1940, as amended (the
“Investment Company Act”), including a proposed rule that would
provide SPACs a safe harbor from treatment as an investment company
if they satisfy certain conditions that limit a SPAC’s duration,
asset composition, business purpose and activities. The SPAC Rule
Proposals have not yet been adopted and may be adopted in the
proposed form or in a different form that could impose additional
regulatory requirements on SPACs.
Certain of the procedures that we, a potential Business Combination
target, or others may determine to undertake in connection with the
SPAC Rule Proposals, or pursuant to the SEC’s views expressed in
the SPAC Rule Proposals, may increase the costs of negotiating and
completing a Business Combination and the time required to
consummate a transaction, and may constrain the circumstances under
which we could complete a Business Combination.
If we were deemed to be an investment company for purposes of
the Investment Company Act, we may be forced to abandon our
efforts to complete an initial Business Combination and instead be
required to liquidate the Company. To avoid that result, on or
shortly prior to the 24-month anniversary of the effective date of
the IPO registration statement, we expect to liquidate the
securities held in the Trust Account and instead hold all funds in
the Trust Account in cash items, which may include demand deposit
accounts at banks. As a result, following such liquidation, we will
likely receive minimal interest, if any, on the funds held in the
Trust Account, which would reduce the dollar amount that our public
stockholders would receive upon any redemption or liquidation of
the Company.
The SPAC Rule Proposals set forth, among other matters, the
circumstances in which a SPAC such as us could potentially be
subject to the Investment Company Act and the regulations
thereunder. The SPAC Rule Proposals would provide a safe harbor for
such companies from the definition of “investment company” under
Section 3(a)(1)(A) of the Investment Company Act,
provided that a SPAC satisfies certain criteria. To comply with the
duration limitation of the proposed safe harbor, a SPAC would have
a limited time period to announce and complete a de-SPAC
transaction. Specifically, to comply with the safe harbor, the SPAC
Rule Proposals would require a company to file a report on
Form 8-K announcing that it has entered into an agreement with
a target company for an initial business combination no later than
18 months after the effective date of its registration
statement for its initial public offering (the “IPO Registration
Statement”). The company would then be required to complete its
initial business combination no later than 24 months after the
effective date of the IPO Registration Statement.
There is currently uncertainty concerning the applicability of
the Investment Company Act to a SPAC, including a company
like ours, that has not entered into a definitive agreement within
18 months after the effective date of its IPO Registration
Statement or that does not complete its initial business
combination within 24 months after such date. We have not
entered into a definitive business combination agreement within
18 months after the effective date of our IPO Registration
Statement, and do not expect to complete our Business Combination
within 24 months of such date, or by November 24, 2022. As a
result, it is possible that a claim could be made that we have been
operating as an unregistered investment company. If we were deemed
to be an investment company for purposes of the Investment
Company Act, we might be forced to abandon our efforts to complete
an initial Business Combination and instead be required to
liquidate the Company. If we are required to liquidate the Company,
our investors would not be able to realize the benefits of owning
stock in a successor operating business, including the potential
appreciation in the value of our stock and warrants following such
a transaction, and our warrants would expire worthless.
The funds in the Trust Account have, since our IPO, been held only
in U.S. government treasury obligations with a maturity of
185 days or less or in money market funds investing solely in
U.S. government treasury obligations and meeting certain
conditions under Rule 2a-7 under the Investment Company Act.
However, to mitigate the risk of us being deemed to have been
operating as an unregistered investment company (including under
the subjective test of Section 3(a)(1)(A) of the
Investment Company Act), we expect to, on or prior to the 24-month
anniversary of the effective date of the IPO Registration Statement
(which is November 24, 2022), instruct Continental Stock
Transfer & Trust Company, the trustee with respect to the
Trust Account, to liquidate the U.S. government treasury
obligations or money market funds held in the Trust Account and
thereafter to hold all funds in the Trust Account in cash items,
which may include demand deposit accounts at banks, until the
earlier of consummation of our Business Combination or liquidation.
As a result, following such liquidation, we will likely receive
minimal interest, if any, on the funds held in the Trust Account,
which would reduce the dollar amount our public stockholders would
receive upon any redemption or liquidation of the Company.
In addition, even prior to the 24-month anniversary of the
effective date of our IPO Registration Statement, we may be deemed
to be an investment company. The longer that the funds in the Trust
Account are held in short-term U.S. government treasury
obligations or in money market funds invested exclusively in such
securities, even prior to the 24-month anniversary, the greater the
risk that we may be considered an unregistered investment company,
in which case we may be required to liquidate the Company.
Accordingly, we may determine, in our discretion, to liquidate the
securities held in the Trust Account at any time, even prior to the
24-month anniversary, and instead hold all funds in the Trust
Account in cash items, which may include demand deposit accounts at
banks, which would further reduce the dollar amount our public
stockholders would receive upon any redemption or liquidation of
the Company.
A new 1% U.S. federal excise tax could be imposed on us in
connection with redemptions by us of our shares.
On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR
Act”) was signed into federal law. The IR Act provides for, among
other things, a new U.S. federal 1% excise tax on certain
repurchases (including redemptions) of stock by publicly traded
domestic (i.e., U.S.) corporations and certain domestic
subsidiaries of publicly traded foreign corporations. The excise
tax is imposed on the repurchasing corporation itself, not its
stockholders from which shares are repurchased. The amount of the
excise tax is generally 1% of the fair market value of the shares
repurchased at the time of the repurchase. However, for purposes of
calculating the excise tax, repurchasing corporations are permitted
to net the fair market value of certain new stock issuances against
the fair market value of stock repurchases during the same taxable
year. In addition, certain exceptions apply to the excise tax. The
U.S. Department of the Treasury (the “Treasury”) has been given
authority to provide regulations and other guidance to carry out,
and prevent the abuse or avoidance of the excise tax. The IR Act
applies only to repurchases that occur after December 31, 2022.
As described under “The Extension Amendment Proposal — Redemption
Rights,” if the deadline for us to complete a Business Combination
(currently November 24, 2022) is extended, our public stockholders
will have the right to require us to redeem their public shares.
Any redemption or other repurchase that occurs after December 31,
2022, in connection with a Business Combination or otherwise may be
subject to the excise tax. Whether and to what extent we would be
subject to the excise tax in connection with a Business Combination
would depend on a number of factors, including (i) the fair market
value of the redemptions and repurchases in connection with the
Business Combination, (ii) the structure of the Business
Combination, (iii) the nature and amount of any “PIPE” or other
equity issuances in connection with the Business Combination (or
otherwise issued not in connection with the Business Combination
but issued within the same taxable year of the Business
Combination) and (iv) the content of regulations and other guidance
from the Treasury. In addition, because the excise tax would be
payable by us, and not by the redeeming holder, the mechanics of
any required payment of the excise tax have not been determined.
The foregoing could cause a reduction in the cash available on hand
to complete a Business Combination and in our ability to complete a
Business Combination. Since any redemption that occurs as a result
of the Extension would occur before December 31, 2022, we would not
be subject to the excise tax as a result of any redemptions in
connection with the Extension. However, any redemptions after
December 31, 2022, including any redemption in connections with the
Business Combination, could be subject to the excise tax.
Nonetheless, we will not use the proceeds placed in the Trust
Account and the interests earned thereon to pay any excise taxes or
any other similar fees or taxes in nature that may be imposed on
the Company pursuant to any current, pending or future rules or
laws, including without limitation any excise tax due imposed under
the IR Act on any redemptions or stock buybacks by the Company.
BACKGROUND
We are a blank check company formed in Delaware on September 1,
2020, for the purpose of effecting a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or
similar business combination with one or more businesses.
There are currently 23,000,000 shares of Class A common stock
and 5,750,000 shares of Class B common stock issued and
outstanding. In addition, we issued warrants to purchase 7,666,667
shares of Class A common stock as part of our IPO and warrants
to purchase 4,400,000 shares of Class A common stock as part
of the private placement with the Sponsor that we consummated
simultaneously with the consummation of our IPO and the exercise of
underwriters’ over-allotment option. Each whole warrant
entitles its holder to purchase one share of Class A common
stock at an exercise price of $11.50 per share. The warrants will
become exercisable 30 days after the completion of our initial
Business Combination and expire five years after the
completion of our initial Business Combination or earlier upon
redemption or liquidation. Once the warrants become exercisable,
the Company may redeem the outstanding warrants at a price of $0.01
per warrant, if the last sale price of the Company’s Class A
common stock equals or exceeds $18.00 per share for any 20
trading days within a 30 trading day period ending
on the third business day before the Company sends the notice
of redemption to the warrant holders. The Private Placement
Warrants, however, are non-redeemable so long as they are held by
the Sponsor or its permitted transferees.
$230 million from our IPO and the sales of the Private
Placement Warrants are being held in our Trust Account in the
United States maintained by Continental Stock
Transfer & Trust Company, acting as trustee, invested in
U.S. “government securities”, within the meaning of
Section 2(a)(16) of the Investment Company Act, with a
maturity of 185 days or less or in any open ended investment
company that holds itself out as a money market fund selected by us
meeting the conditions of Rule 2a-7 of the Investment Company
Act, until the earlier of: (i) the consummation of a Business
Combination or (ii) the distribution of the proceeds in the
Trust Account as described below.
You are not being asked to vote on the Business Combination at
this time. If the Extension is implemented and you do not elect to
redeem your public shares, provided that you are a stockholder on
the record date for a meeting to consider the Business Combination,
you will retain the right to vote on the Business Combination when
it is submitted to stockholders and the right to redeem your public
shares for cash in the event the Business Combination is approved
and completed or we have not consummated a Business Combination by
the Extended Date.
THE EXTENSION AMENDMENT
PROPOSAL
Overview
The Company is proposing to amend its charter to extend the date by
which the Company has to consummate a Business Combination to the
Extended Date so as to provide the Company with additional time to
complete the Business Combination.
The Extension Amendment Proposal is required for the implementation
of the Board’s plan to allow the Company more time to complete the
Business Combination.
If the Extension Amendment Proposal is not approved and we do not
consummate the Business Combination by November 24, 2022, as
contemplated by our IPO prospectus and in accordance with our
charter, we 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
(which interest shall be net of taxes payable and up to $100,000 of
interest to pay dissolution expenses), divided by the number of
then outstanding public shares, which redemption will completely
extinguish public stockholders’ rights as stockholders (including
the right to receive further liquidating distributions, if any),
and (iii) as promptly as reasonably possible following such
redemption, subject to the approval of our remaining stockholders
and our board of directors, liquidate and dissolve, subject, in
each case, to our obligations under Delaware law to provide for
claims of creditors and the requirements of other applicable law.
There will be no redemption rights or liquidating distributions
with respect to our warrants, which will expire worthless if we
fail to complete our initial Business Combination by November 24,
2022. There will be no distribution from the Trust Account with
respect to our warrants, which will expire worthless in the event
of our winding up. In the event of a liquidation, the Sponsor and
our officers and directors will not receive any monies held in the
Trust Account as a result of their ownership of the Founder Shares.
A copy of the proposed amendment to the charter of the Company is
attached to this Proxy Statement in Annex A.
Reasons for the Extension Amendment Proposal
The Company’s charter provides that the Company has until November
24, 2022 to complete an initial Business Combination. The purpose
of the Extension Amendment is to allow the Company more time to
complete its initial Business Combination.
The Company’s IPO prospectus and charter provide that the
affirmative vote of the holders of at least 65% of all outstanding
shares of common stock, including the Founder Shares, is required
to extend our corporate existence, except in connection with, and
effective upon, consummation of a Business Combination.
Additionally, our IPO prospectus and charter provide for all public
stockholders to have an opportunity to redeem their public shares
in the case our corporate existence is extended as described above.
Because we continue to believe that a Business Combination would be
in the best interests of our stockholders, and because we will not
be able to conclude a Business Combination within the permitted
time period, the Board has determined to seek stockholder approval
to extend the date by which we have to complete a Business
Combination beyond November 24, 2022 to the Extended Date. We
intend to hold another stockholder meeting prior to the Extended
Date in order to seek stockholder approval of the Business
Combination.
We believe that the foregoing charter provision was included to
protect Company stockholders from having to sustain their
investments for an unreasonably long period if the Company failed
to find a suitable Business Combination in the timeframe
contemplated by the charter.
If the Extension Amendment Proposal is Not
Approved
Stockholder approval of the Extension Amendment is required for the
implementation of our Board’s plan to extend the date by which we
must consummate our initial Business Combination. Therefore, our
Board will abandon and not implement the Extension Amendment unless
our stockholders approve the Extension Amendment Proposal.
If the Extension Amendment Proposal is not approved and we do not
consummate the Business Combination by November 24, 2022, as
contemplated by our IPO prospectus and in accordance with our
charter, we 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
(which interest shall be net of taxes payable and up to $100,000 of
interest to pay dissolution expenses), divided by the number of
then outstanding public shares, which redemption will completely
extinguish public stockholders’ rights as stockholders (including
the right to receive further liquidating distributions, if any),
and (iii) as promptly as reasonably possible following such
redemption, subject to the approval of our remaining stockholders
and our board of directors, liquidate and dissolve, subject, in
each case, to our obligations under Delaware law to provide for
claims of creditors and the requirements of other applicable law.
There will be no redemption rights or liquidating distributions
with respect to our warrants, which will expire worthless if we
fail to complete our initial Business Combination by November 24,
2022. There will be no distribution from the Trust Account with
respect to our warrants, which will expire worthless in the event
of our winding up. In the event of a liquidation, the Sponsor and
our officers and directors will not receive any monies held in the
Trust Account as a result of their ownership of the Founder Shares
or the Private Placement Warrants.
If the Extension Amendment Proposal Is
Approved
If the Extension Amendment Proposal is approved, the Company will
file an amendment to the charter with the Secretary of State of the
State of Delaware in the form set forth
in Annex A hereto to extend the time it has
to complete a Business Combination until the Extended Date. The
Company will remain a reporting company under the Exchange Act
and its units, Class A common stock and public warrants will
remain publicly traded. The Company will then continue to work to
consummate the Business Combination by the Extended Date.
Notwithstanding stockholder approval of the Extension Amendment
Proposal, our Board will retain the right to abandon and not
implement the Extension at any time without any further action by
our stockholders.
You are not being asked to vote on the Business Combination at
this time. If the Extension is implemented and you do not elect to
redeem your public shares, provided that you are a stockholder on
the record date for a meeting to consider the Business Combination,
you will retain the right to vote on the Business Combination when
it is submitted to stockholders and the right to redeem your public
shares for cash in the event the Business Combination is approved
and completed or we have not consummated a business combination by
the Extended Date.
If the Extension Amendment Proposal is approved, and the Extension
is implemented, the removal of the Withdrawal Amount from the Trust
Account in connection with the Election will reduce the amount held
in the Trust Account. The Company cannot predict the amount that
will remain in the Trust Account if the Extension Amendment
Proposal is approved and the amount remaining in the Trust Account
may be significantly less than the approximately $__________
million that was in the Trust Account as of __________, 2022.
Redemption Rights
If the Extension Amendment Proposal is approved, and the Extension
is implemented, each public stockholder may seek to redeem its
public shares at a per-share price, payable in cash, equal to the
aggregate amount then on deposit in the Trust Account, including
interest (which interest shall be net of taxes payable), divided by
the number of then outstanding public shares. As of the record
date, based on funds in the Trust Account of approximately
$__________ million as of such date, the pro rata portion of the
funds available in the Trust Account for the redemption of public
shares was approximately $_________ per share (taking into account
the removal of the accrued interest in the Trust Account to pay our
taxes). Holders of public shares who do not elect to redeem their
public shares in connection with the Extension will retain the
right to redeem their public shares in connection with any
stockholder vote to approve a proposed Business Combination, or if
the Company has not consummated a Business Combination by the
Extended Date.
TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST SUBMIT A REQUEST IN
WRITING THAT WE REDEEM YOUR PUBLIC SHARES FOR CASH TO CONTINENTAL
STOCK TRANSFER & TRUST COMPANY AT THE ADDRESS BELOW, AND,
AT THE SAME TIME, ENSURE YOUR BANK OR BROKER COMPLIES WITH THE
REQUIREMENTS IDENTIFIED ELSEWHERE HEREIN, INCLUDING DELIVERING YOUR
SHARES TO THE TRANSFER AGENT PRIOR TO 5:00 P.M. EASTERN TIME
ON __________, 2022.
In connection with tendering your shares for redemption, prior to
5:00 p.m. Eastern time on __________, 2022
(two business days before the Meeting), you must elect
either to physically tender your stock certificates to Continental
Stock Transfer & Trust Company, 1 State Street Plaza,
30th Floor, New York, New York 10004, Attn:
Mark Zimkind, mzimkind@continentalstock.com, or to deliver your
shares to the transfer agent electronically using DTC’s DWAC
system, which election would likely be determined based on the
manner in which you hold your shares. The requirement for physical
or electronic delivery prior to 5:00 p.m. Eastern time on
__________, 2022 (two business days before the Meeting)
ensures that a redeeming holder’s election is irrevocable once the
Extension Amendment Proposal is approved. In furtherance of such
irrevocable election, stockholders making the election will not be
able to tender their shares after the vote at the Meeting.
Through the DWAC system, this electronic delivery process can be
accomplished by the stockholder, whether or not it is a record
holder or its shares are held in “street name,” by contacting the
transfer agent or its broker and requesting delivery of its shares
through the DWAC system. Delivering shares physically may take
significantly longer. In order to obtain a physical stock
certificate, a stockholder’s broker and/or clearing broker, DTC,
and the Company’s transfer agent will need to act together to
facilitate this request. There is a nominal cost associated with
the above-referenced tendering process and the act of certificating
the shares or delivering them through the DWAC system. The transfer
agent will typically charge the tendering broker $100 and the
broker would determine whether or not to pass this cost on to the
redeeming holder. It is the Company’s understanding that
stockholders should generally allot at least two weeks to
obtain physical certificates from the transfer agent. The Company
does not have any control over this process or over the brokers or
DTC, and it may take longer than two weeks to obtain a
physical stock certificate. Such stockholders will have less time
to make their investment decision than those stockholders that
deliver their shares through the DWAC system. Stockholders who
request physical stock certificates and wish to redeem may be
unable to meet the deadline for tendering their shares before
exercising their redemption rights and thus will be unable to
redeem their shares.
Certificates that have not been tendered in accordance with these
procedures prior to 5:00 p.m. Eastern time on __________, 2022
(two business days before the Meeting) will not be
redeemed for cash held in the Trust Account on the redemption date.
In the event that a public stockholder tenders its shares and
decides prior to the vote at the Meeting that it does not want to
redeem its shares, the stockholder may withdraw the tender. If you
delivered your shares for redemption to our transfer agent and
decide prior to the vote at the Meeting not to redeem your public
shares, you may request that our transfer agent return the shares
(physically or electronically). You may make such request by
contacting our transfer agent at the address listed above. In the
event that a public stockholder tenders shares and the Extension
Amendment Proposal is not approved, these shares will not be
redeemed and the physical certificates representing these shares
will be returned to the stockholder promptly following the
determination that the Extension Amendment Proposal will not be
approved. The Company anticipates that a public stockholder who
tenders shares for redemption in connection with the vote to
approve the Extension Amendment Proposal would receive payment of
the redemption price for such shares soon after the completion of
the Extension Amendment. The transfer agent will hold the
certificates of public stockholders that make the election until
such shares are redeemed for cash or returned to such
stockholders.
If properly demanded, the Company will redeem each public share for
a per-share price, payable in cash, equal to the aggregate amount
then on deposit in the Trust Account, including interest (which
interest shall be net of taxes payable), divided by the number of
then outstanding public shares. Based upon the current amount in
the Trust Account, the Company anticipates that the per-share price
at which public shares will be redeemed from cash held in the Trust
Account will be approximately $__________ at the time of the
Meeting. The closing price of the Company’s Class A common
stock on __________, 2022 as reported on the Nasdaq Capital Market
was $__________.
If you exercise your redemption rights, you will be exchanging your
shares of the Company’s Class A common stock for cash and will
no longer own the shares. You will be entitled to receive cash for
these shares only if you properly demand redemption and tender your
stock certificate(s) to the Company’s transfer agent prior to
5:00 p.m. Eastern time on __________, 2022
(two business days before the Meeting). The Company
anticipates that a public stockholder who tenders shares for
redemption in connection with the vote to approve the Extension
Amendment Proposal would receive payment of the redemption price
for such shares soon after the completion of the Extension.
Vote Required for Approval
The affirmative vote by holders of at least 65% of the Company’s
outstanding shares of common stock, including the Founder Shares,
is required to approve the Extension Amendment Proposal. If the
Extension Amendment Proposal is not approved, the Extension
Amendment will not be implemented and, if the Business Combination
has not been consummated, the Company will be required by its
charter to (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 (which
interest shall be net of taxes payable and up to $100,000 of
interest to pay dissolution expenses), divided by the number of
then outstanding public shares, which redemption will completely
extinguish public stockholders’ rights as stockholders (including
the right to receive further liquidating distributions, if any),
and (iii) as promptly as reasonably possible following such
redemption, subject to the approval of our remaining stockholders
and our board of directors, liquidate and dissolve, subject, in
each case, to our obligations under Delaware law to provide for
claims of creditors and the requirements of other applicable
law. Stockholder approval of the Extension Amendment is
required for the implementation of our Board’s plan to extend the
date by which we must consummate our initial Business Combination.
Therefore, our Board will abandon and not implement such amendment
unless our stockholders approve the Extension Amendment Proposal.
Notwithstanding stockholder approval of the Extension Amendment
Proposal, our Board will retain the right to abandon and not
implement the Extension Amendment at any time without any further
action by our stockholders.
The Sponsor and all of our directors, executive officers and their
affiliates are expected to vote any common stock owned by them in
favor of the Extension Amendment Proposal. On the record date, the
Sponsor and our directors and executive officers of the Company and
their affiliates beneficially owned and were entitled to vote an
aggregate of 5,750,000 Founder Shares, representing approximately
20.0% of the Company’s issued and outstanding shares of common
stock. The Sponsor and our directors, executive officers and their
affiliates do not intend to purchase shares of Class A common
stock in the open market or in privately negotiated transactions in
connection with the stockholder vote on the Extension
Amendment.
Interests of the Sponsor, Directors and Officers
When you consider the recommendation of our Board, you should keep
in mind that the Sponsor, executive officers and members of our
Board have interests that may be different from, or in addition to,
your interests as a stockholder. These interests include, among
other things:
|
● |
the fact that the Sponsor holds
5,750,000 Founder Shares and 4,400,000 Private Placement Warrants,
all such securities beneficially owned by our Chairperson, all of
which would expire worthless if a Business Combination is not
consummated; |
|
● |
the fact that, unless the Company
consummates the Business Combination, the Sponsor will not receive
reimbursement for any out-of-pocket expenses incurred by
it on behalf of the Company that had not been reimbursed to the
extent that such expenses exceed the amount of available proceeds
not deposited in the Trust Account; |
|
● |
the fact that, if the Trust Account
is liquidated, including in the event we are unable to complete an
initial Business Combination within the required time period, the
Sponsor has agreed to indemnify us to ensure that the proceeds in
the Trust Account are not reduced below $10.00 per public share, or
such lesser per public share amount as is in the Trust Account on
the liquidation date, by the claims of prospective target
businesses with which we have entered into an acquisition agreement
or claims of any third party for services rendered or products sold
to us, but only if such a third party or target business has not
executed a waiver of any and all rights to seek access to the Trust
Account; and |
|
● |
the fact that none of our officers
or directors has received any cash compensation for services
rendered to the Company, and all of the current members of our
Board are expected to continue to serve as directors at least
through the date of the Meeting to vote on a proposed Business
Combination and may even continue to serve following any potential
Business Combination and receive compensation thereafter. |
The Board’s Reasons for the Extension Amendment Proposal and Its
Recommendation
As discussed below, after careful consideration of all relevant
factors, our Board has determined that the Extension Amendment is
in the best interests of the Company and its stockholders. Our
Board has approved and declared advisable the adoption of the
Extension Amendment Proposal and recommends that you vote “FOR”
such proposal.
Our charter provides that the Company has until November 24, 2022
to complete the purposes of the Company including, but not limited
to, effecting a Business Combination under its terms.
Our charter states that if the Company’s stockholders approve an
amendment to the Company’s charter that would affect the substance
or timing of the Company’s obligation to redeem 100% of the
Company’s public shares if it does not complete a Business
Combination before November 24, 2022, the Company will provide its
public stockholders with the opportunity to redeem all or a portion
of their public shares upon such approval at a per share price,
payable in cash, equal to the aggregate amount then on deposit in
the Trust Account, including interest (which interest shall be
net of taxes payable), divided by the number of then outstanding
public shares. We believe that this charter provision was included
to protect the Company stockholders from having to sustain their
investments for an unreasonably long period if the Company failed
to find a suitable Business Combination in the timeframe
contemplated by the charter.
In addition, the Company’s IPO prospectus and charter provide that
the affirmative vote of the holders of at least 65% of all
outstanding shares of common stock, including the Founder Shares,
is required to extend our corporate existence, except in connection
with, and effective upon the consummation of, a Business
Combination. Because we continue to believe that a Business
Combination would be in the best interests of our stockholders and
because we will not be able to conclude a Business Combination
within the permitted time period, the Board has determined to seek
stockholder approval to extend the date by which we have to
complete a Business Combination beyond November 24, 2022 to the
Extended Date.
The Company is not asking you to vote on the Business Combination
at this time. If the Extension is implemented and you do not elect
to redeem your public shares, you will retain the right to vote on
the Business Combination in the future and the right to redeem your
public shares at a per-share price, payable in cash, equal to the
aggregate amount then on deposit in the Trust Account, including
interest (which interest shall be net of taxes payable), divided by
the number of then outstanding public shares, in the event the
Business Combination is approved and completed or the Company has
not consummated another Business Combination by the Extended
Date.
After careful consideration of all relevant factors, the Board
determined that the Extension Amendment is in the best interests of
the Company and its stockholders.
Recommendation of the Board
Our Board unanimously recommends that our stockholders vote
“FOR” the approval of the Extension Amendment Proposal.
THE ADJOURNMENT
PROPOSAL
Overview
The Adjournment Proposal, if adopted, will allow our Board to
adjourn the Meeting to a later date or dates to permit further
solicitation of proxies. The Adjournment Proposal will only be
presented to our stockholders in the event that there are
insufficient votes for, or otherwise in connection with, the
approval of the other proposal. In no event will our Board adjourn
the Meeting beyond November 24, 2022.
Consequences if the Adjournment Proposal is Not Approved
If the Adjournment Proposal is not approved by our stockholders,
our Board may not be able to adjourn the Meeting to a later date in
the event that there are insufficient votes for, or otherwise in
connection with, the approval of the other proposal.
Vote Required for Approval
The approval of the Adjournment Proposal requires the affirmative
vote of the majority of the votes cast by stockholders represented
in person or by proxy at the Meeting. Accordingly, if a valid
quorum is otherwise established, a stockholder’s failure to vote by
proxy or online at the Meeting will have no effect on the outcome
of any vote on the Adjournment Proposal. Abstentions will be
counted in connection with the determination of whether a valid
quorum is established but will have no effect on the outcome of the
Adjournment Proposal.
Recommendation of the Board
Our Board unanimously recommends that our stockholders vote
“FOR” the approval of the Adjournment Proposal.
UNITED STATES FEDERAL
INCOME TAX CONSIDERATIONS
The following discussion is a summary of certain United States
federal income tax considerations for holders of our Class A
common stock with respect to the exercise of redemption rights in
connection with the approval of the Extension Amendment Proposal.
This summary is based upon the Internal Revenue Code of 1986, as
amended, which we refer to as the “Code”, the regulations
promulgated by the U.S. Treasury Department, current
administrative interpretations and practices of the Internal
Revenue Service, which we refer to as the “IRS”, and judicial
decisions, all as currently in effect and all of which are subject
to differing interpretations or to change, possibly with
retroactive effect. No assurance can be given that the IRS would
not assert, or that a court would not sustain a position contrary
to any of the tax considerations described below. This summary does
not discuss all aspects of United States federal income
taxation that may be important to particular investors in light of
their individual circumstances, such as investors subject to
special tax rules (e.g., financial institutions, insurance
companies, mutual funds, pension plans, S corporations,
broker-dealers, traders in securities that elect mark-to-market
treatment, regulated investment companies, real estate investment
trusts, trusts and estates, partnerships and their partners, and
tax-exempt organizations (including private foundations)) and
investors that will hold Class A common stock as part of a
“straddle,” “hedge,” “conversion,” “synthetic security,”
“constructive ownership transaction,” “constructive sale,” or other
integrated transaction for United States federal income tax
purposes, investors subject to the applicable financial statement
accounting rules of Section 451(b) of the Code, investors
subject to the alternative minimum tax provisions of the Code,
U.S. Holders (as defined below) that have a functional
currency other than the United States dollar,
U.S. expatriates, investors that actually or constructively
own 5 percent or more of the Class A common stock of the
Company, and Non-U.S. Holders (as defined below, and except as
otherwise discussed below), all of whom may be subject to tax rules
that differ materially from those summarized below. In addition,
this summary does not discuss any state, local, or
non-United States tax considerations, any non-income tax (such
as gift or estate tax) considerations, alternative minimum tax or
the Medicare tax. In addition, this summary is limited to investors
that hold our Class A common stock as “capital assets”
(generally, property held for investment) under the Code.
If a partnership (including an entity or arrangement treated as a
partnership for United States federal income tax purposes)
holds our Class A common stock, the tax treatment of a partner
in such partnership will generally depend upon the status of the
partner, the activities of the partnership and certain
determinations made at the partner level. If you are a partner of a
partnership holding our Class A common stock, you are urged to
consult your tax advisor regarding the tax consequences of a
redemption.
WE URGE HOLDERS OF OUR CLASS A COMMON STOCK CONTEMPLATING
EXERCISE OF THEIR REDEMPTION RIGHTS TO CONSULT THEIR OWN TAX
ADVISORS CONCERNING THE UNITED STATES FEDERAL, STATE, LOCAL, AND
FOREIGN INCOME AND OTHER TAX CONSEQUENCES THEREOF.
U.S. Federal Income Tax Considerations to
U.S. Holders
This section is addressed to U.S. Holders of our Class A
common stock that elect to have their Class A common stock of
the Company redeemed for cash. For purposes of this discussion, a
“U.S. Holder” is a beneficial owner that so redeems its
Class A common stock of the Company and is:
|
● |
an individual who is a
United States citizen or resident of the
United States; |
|
● |
a corporation (including an entity
treated as a corporation for United States federal income tax
purposes) created or organized in or under the laws of the
United States, any state thereof or the District of
Columbia; |
|
● |
an estate the income of which is
includible in gross income for United States federal income
tax purposes regardless of its source; or |
|
● |
a trust (A) the administration
of which is subject to the primary supervision of a
United States court and which has one or more
United States persons (within the meaning of the Code) who
have the authority to control all substantial decisions of the
trust or (B) that has in effect a valid election under
applicable Treasury regulations to be treated as a
United States person. |
Redemption of Class A Common Stock
In the event that a U.S. Holder’s Class A common stock of
the Company is redeemed, the treatment of the transaction for
U.S. federal income tax purposes will depend on whether the
redemption qualifies as a sale of the Class A common stock
under Section 302 of the Code. Whether the redemption
qualifies for sale treatment will depend largely on the total
number of shares of our stock treated as held by the
U.S. Holder (including any stock constructively owned by the
U.S. Holder as a result of owning warrants) relative to all of
our shares both before and after the redemption. The redemption of
Class A common stock generally will be treated as a sale of
the Class A common stock (rather than as a distribution) if
the redemption (i) is “substantially disproportionate” with
respect to the U.S. Holder, (ii) results in a “complete
termination” of the U.S. Holder’s interest in us or
(iii) is “not essentially equivalent to a dividend” with
respect to the U.S. Holder. These tests are explained more
fully below.
In determining whether any of the foregoing tests are satisfied, a
U.S. Holder takes into account not only stock actually owned
by the U.S. Holder, but also shares of our stock that are
constructively owned by it. A U.S. Holder may constructively
own, in addition to stock owned directly, stock owned by certain
related individuals and entities in which the U.S. Holder has
an interest or that have an interest in such U.S. Holder, as
well as any stock the U.S. Holder has a right to acquire by
exercise of an option, which would generally include Class A
common stock which could be acquired pursuant to the exercise of
the warrants. In order to meet the substantially disproportionate
test, the percentage of our outstanding voting stock actually and
constructively owned by the U.S. Holder immediately following
the redemption of Class A common stock must, among other
requirements, be less than 80% of our outstanding voting stock
actually and constructively owned by the U.S. Holder
immediately before the redemption. There will be a complete
termination of a U.S. Holder’s interest if either (i) all
of the shares of our stock actually and constructively owned by the
U.S. Holder are redeemed or (ii) all of the shares of our
stock actually owned by the U.S. Holder are redeemed and the
U.S. Holder is eligible to waive, and effectively waives in
accordance with specific rules, the attribution of stock owned by
certain family members and the U.S. Holder does not
constructively own any other stock. The redemption of the
Class A common stock will not be essentially equivalent to a
dividend if a U.S. Holder’s conversion results in a
“meaningful reduction” of the U.S. Holder’s proportionate
interest in us. Whether the redemption will result in a meaningful
reduction in a U.S. Holder’s proportionate interest in us will
depend on the particular facts and circumstances. However, the IRS
has indicated in a published ruling that even a small reduction in
the proportionate interest of a small minority stockholder in a
publicly held corporation who exercises no control over corporate
affairs may constitute such a “meaningful reduction.”
If none of the foregoing tests are satisfied, then the redemption
will be treated as a distribution and the tax effects will be as
described below under “U.S. Federal Income Tax Considerations
to U.S. Holders — Taxation of Distributions.”
U.S. Holders of our Class A common stock considering
exercising their redemption rights should consult their own tax
advisors as to whether the redemption of their Class A common
stock of the Company will be treated as a sale or as a distribution
under the Code.
Gain or Loss on a Redemption of Class A Common Stock
Treated as a Sale
If the redemption qualifies as a sale of Class A common stock,
a U.S. Holder must treat any gain or loss recognized as
capital gain or loss. Any such capital gain or loss will be
long-term capital gain or loss if the U.S. Holder’s holding
period for the Class A common stock so disposed of exceeds one
year. Generally, a U.S. Holder will recognize gain or loss in
an amount equal to the difference between (i) the amount of
cash received in such redemption (or, if the Class A common
stock is held as part of a unit at the time of the disposition, the
portion of the amount realized on such disposition that is
allocated to the Class A common stock based upon the then fair
market values of the Class A common stock and the one-third of
one warrant included in the unit) and (ii) the
U.S. Holder’s adjusted tax basis in its Class A common
stock so redeemed. A U.S. Holder’s adjusted tax basis in its
Class A common stock generally will equal the
U.S. Holder’s acquisition cost (that is, the portion of the
purchase price of a unit allocated to a share of Class A
common stock or the U.S. Holder’s initial basis for
Class A common stock received upon exercise of a whole
warrant) less any prior distributions treated as a return of
capital. Long-term capital gain realized by a non-corporate
U.S. Holder generally will be taxable at a reduced rate. The
deduction of capital losses is subject to limitations.
Taxation of Distributions
If the redemption does not qualify as a sale of Class A common
stock, the U.S. Holder will be treated as receiving a
distribution. In general, any distributions to U.S. Holders
generally will constitute dividends for United States federal
income tax purposes to the extent paid from our current or
accumulated earnings and profits, as determined under
United States federal income tax principles. Distributions in
excess of current and accumulated earnings and profits will
constitute a return of capital that will be applied against and
reduce (but not below zero) the U.S. Holder’s adjusted tax
basis in our Class A common stock. Any remaining excess will
be treated as gain realized on the sale or other disposition of the
Class A common stock and will be treated as described under
“U.S. Federal Income Tax Considerations to
U.S. Holders — Gain or Loss on a Redemption of
Class A Common Stock Treated as a Sale”. Dividends we pay to a
U.S. Holder that is a taxable corporation generally will
qualify for the dividends received deduction if the requisite
holding period is satisfied. With certain exceptions, and provided
certain holding period requirements are met, dividends we pay to a
non-corporate U.S. Holder generally will constitute “qualified
dividends” that will be taxable at a reduced rate.
U.S. Federal Income Tax Considerations to
Non-U.S. Holders
This section is addressed to Non-U.S. Holders of our
Class A common stock that elect to have their Class A
common stock of the Company redeemed for cash. For purposes of this
discussion, a “Non-U.S. Holder” is a beneficial owner (other
than a partnership) that so redeems its Class A common stock
of the Company and is not a U.S. Holder.
Redemption of Class A Common Stock
The characterization for United States federal income tax
purposes of the redemption of a Non-U.S. Holder’s Class A
common stock generally will correspond to the United States
federal income tax characterization of such a redemption of a
U.S. Holder’s Class A common stock, as described under
“U.S. Federal Income Tax Considerations to
U.S. Holders”.
Non-U.S. Holders of our Class A common stock considering
exercising their redemption rights should consult their own tax
advisors as to whether the redemption of their Class A common
stock of the Company will be treated as a sale or as a distribution
under the Code.
Gain or Loss on a Redemption of Class A Common Stock
Treated as a Sale
If the redemption qualifies as a sale of Class A common stock,
a Non-U.S. Holder generally will not be subject to
United States federal income or withholding tax in respect of
gain recognized on a sale of its Class A common stock of the
Company, unless:
|
● |
the gain is effectively connected
with the conduct of a trade or business by the Non-U.S. Holder
within the United States (and, under certain income tax
treaties, is attributable to a United States permanent
establishment or fixed base maintained by the
Non-U.S. Holder), in which case the Non-U.S. Holder will
generally be subject to the same treatment as a U.S. Holder
with respect to the redemption, and a corporate
Non-U.S. Holder may be subject to the branch profits tax at a
30% rate (or lower rate as may be specified by an applicable income
tax treaty); |
|
● |
the Non-U.S. Holder is an
individual who is present in the United States for
183 days or more in the taxable year in which the redemption
takes place and certain other conditions are met, in which case the
Non-U.S. Holder will be subject to a 30% tax on the
individual’s net capital gain for the year; or |
|
● |
we are or have been a
“U.S. real property holding corporation” for
United States federal income tax purposes at any time during
the shorter of the five-year period ending on the date of
disposition or the period that the Non-U.S. Holder held our
Class A common stock, and, in the case where shares of our
Class A common stock are regularly traded on an established
securities market, the Non-U.S. Holder has owned, directly or
constructively, more than 5% of our Class A common stock at
any time within the shorter of the five-year period preceding the
disposition or such Non-U.S. Holder’s holding period for the
shares of our Class A common stock. We do not believe we are
or have been a U.S. real property holding corporation. |
Taxation of Distributions
If the redemption does not qualify as a sale of Class A common
stock, the Non-U.S. Holder will be treated as receiving a
distribution. In general, any distributions we make to a
Non-U.S. Holder of shares of our Class A common stock, to
the extent paid out of our current or accumulated earnings and
profits (as determined under United States federal income tax
principles), will constitute dividends for U.S. federal income
tax purposes and, provided such dividends are not effectively
connected with the Non-U.S. Holder’s conduct of a trade or
business within the United States, we will be required to
withhold tax from the gross amount of the dividend at a rate of
30%, unless such Non-U.S. Holder is eligible for a reduced
rate of withholding tax under an applicable income tax treaty and
provides proper certification of its eligibility for such reduced
rate. Any distribution not constituting a dividend will be treated
first as reducing (but not below zero) the Non-U.S. Holder’s
adjusted tax basis in its shares of our Class A common stock
and, to the extent such distribution exceeds the
Non-U.S. Holder’s adjusted tax basis, as gain realized from
the sale or other disposition of the Class A common stock,
which will be treated as described under “U.S. Federal Income
Tax Considerations to Non-U.S. Holders — Gain or
Loss on a Redemption of Class A Common Stock Treated as a Sale”.
Dividends we pay to a Non-U.S. Holder that are effectively
connected with such Non-U.S. Holder’s conduct of a trade or
business within the United States generally will not be
subject to United States withholding tax, provided such
Non-U.S. Holder complies with certain certification and
disclosure requirements. Instead, such dividends generally will be
subject to United States federal income tax, net of certain
deductions, at the same graduated individual or corporate rates
applicable to U.S. Holders (subject to an exemption or
reduction in such tax as may be provided by an applicable income
tax treaty). If the Non-U.S. Holder is a corporation,
dividends that are effectively connected income may also be subject
to a “branch profits tax” at a rate of 30% (or such lower rate as
may be specified by an applicable income tax treaty).
As previously noted above, the foregoing discussion of certain
material U.S. federal income tax consequences is included for
general information purposes only and is not intended to be, and
should not be construed as, legal or tax advice to any stockholder.
We once again urge you to consult with your own tax adviser to
determine the particular tax consequences to you (including the
application and effect of any U.S. federal, state, local or
foreign income or other tax laws) of the receipt of cash in
exchange for shares in connection with the Extension Amendment
Proposal.
THE SPECIAL
MEETING
Overview
Date, Time and Place. The Meeting of
the Company’s stockholders will be held at 10:00 a.m. Eastern
Time on __________, 2022 as a virtual meeting. You will be
able to attend, vote your shares and submit questions during the
Meeting via a live webcast available
at https://www.cstproxy.com/aequiacquisition/2022. The
meeting will be held virtually over the internet by means of a
live audio webcast. Only stockholders who own shares of our
common stock as of the close of business on the record date
will be entitled to attend the virtual meeting.
To register for the virtual meeting, please follow these
instructions as applicable to the nature of your ownership of our
common stock.
If your shares are registered in your name with our transfer agent
and you wish to attend the online-only virtual meeting, go
to https://www.cstproxy.com/aequiacquisition/2022,
enter the control number you received on your proxy card and click
on the “Click here” to preregister for the online meeting link at
the top of the page. Just prior to the start of the meeting you
will need to log back into the meeting site using your control
number. Pre-registration is recommended but is not required in
order to attend.
Beneficial stockholders who wish to attend the online-only virtual
meeting must obtain a legal proxy by contacting their account
representative at the bank, broker, or other nominee that holds
their shares and e-mail a copy (a legible photograph is sufficient)
of their legal proxy to proxy@continentalstock.com. Beneficial
stockholders who e-mail a valid legal proxy will be issued a
meeting control number that will allow them to register to attend
and participate in the online-only meeting. After contacting our
transfer agent a beneficial holder will receive an e-mail prior to
the meeting with a link and instructions for entering the virtual
meeting. Beneficial stockholders should contact our transfer agent
at least five business days prior to the meeting
date.
Quorum. A quorum of stockholders is
necessary to hold a valid meeting. Holders of a majority in voting
power of our common stock on the record date issued and outstanding
and entitled to vote at the Meeting, present in person or
represented by proxy, constitute a quorum. Your shares will be
counted towards the quorum only if you submit a valid proxy (or one
is submitted on your behalf by your broker, bank or other nominee)
or if you vote online at the Meeting. Abstentions will be counted
towards the quorum requirement. In the absence of a quorum, the
chairman of the meeting has power to adjourn the Meeting. As of the
record date for the Meeting, 14,375,001 shares of our common stock
would be required to achieve a quorum.
Voting Power; Record Date. You will
be entitled to vote or direct votes to be cast at the Meeting, if
you owned the Company’s Class A common stock at the close
of business on October 12, 2022, the record date for the Meeting.
You will have one vote per proposal for each share of the Company’s
common stock you owned at that time. The Company’s warrants do
not carry voting rights.
Required Vote
Extension Amendment
Proposal. Approval of the Extension
Amendment Proposal will require the affirmative vote of holders
of at least 65% of the Company’s common stock outstanding on
the record date, including the Founder Shares. If you do not vote
or you abstain from voting on a proposal, your action will
have the same effect as an “AGAINST” vote. Broker non-votes will
have the same effect as “AGAINST” votes.
Adjournment Proposal. Approval of the
Adjournment Proposal will require the affirmative vote of the
holders of a majority of the votes cast by stockholders,
represented in person (including virtually) or by proxy at the
Meeting and entitled to vote thereon. Accordingly, if a valid
quorum is otherwise established, a stockholder’s failure to vote by
proxy or online at the Meeting will have no effect on the outcome
of any vote on the Adjournment Proposal.
Abstentions will be counted in connection with the determination of
whether a valid quorum is established but will have no effect on
the outcome of the Adjournment Proposal. If you do not want the
Adjournment Proposal approved, you must vote “AGAINST” the
Adjournment Proposal.
At the close of business on the record date of the Meeting, there
were 23,000,000 shares of Class A common stock and 5,750,000
shares of Class B common stock outstanding, each of which
entitles its holder to cast one vote per proposal.
Redemption Rights. If the Extension
Amendment Proposal is approved, and the Extension is implemented,
each public stockholder may seek to redeem its public shares at a
per-share price, payable in cash, equal to the aggregate amount
then on deposit in the Trust Account, including interest (which
interest shall be net of taxes payable), divided by the number of
then outstanding public shares. As of the record date, based on
funds in the Trust Account of approximately
$__________ million as of such date, the pro rata portion of
the funds available in the Trust Account for the redemption of
public shares was approximately $_______ per share (taking into
account the removal of the accrued interest in the Trust Account to
pay our taxes). Holders of public shares who do not elect to redeem
their public shares in connection with the Extension will retain
the right to redeem their public shares in connection with any
stockholder vote to approve a proposed Business Combination, or if
the Company has not consummated a Business Combination by the
Extended Date. See The Extension Amendment
Proposal — Redemption Rights.
Appraisal Rights. Our stockholders do
not have appraisal rights in connection with any of the proposals
under the DGCL.
Proxies; Board Solicitation; Proxy
Solicitor. Your proxy is being solicited
by the Board on the proposals being presented to stockholders
at the Meeting. The Company has engaged Morrow to assist in
the solicitation of proxies for the Meeting. No recommendation
is being made as to whether you should elect to redeem your
public shares. Proxies may be solicited in person or by telephone.
If you grant a proxy, you may still revoke your proxy and vote
your shares online at the Meeting if you are a holder of record of
the Company’s common stock. You may contact Morrow at
ARBG.info@investor.morrowsodali.com or by phone at (800)
662-5200.
Recommendation of the Board. After
careful consideration, the Board determined unanimously that each
of the proposals is fair to and in the best interests of the
Company and its stockholders. The Board has approved and declared
advisable and unanimously recommends that you vote or give
instructions to vote “FOR” each of these proposals.
BENEFICIAL OWNERSHIP OF
SECURITIES
The following table sets forth information regarding the beneficial
ownership of the Company’s common stock as of the record date based
on information obtained from the persons named below, with respect
to the beneficial ownership of shares of the Company’s common
stock, by:
|
● |
each person known by us to be the
beneficial owner of more than 5% of our outstanding shares of
common stock; |
|
● |
each of our executive officers and
directors that beneficially owns shares of our common stock;
and |
|
● |
all our executive officers and
directors as a group. |
Unless otherwise indicated, we believe that all persons named in
the table have sole voting and investment power with respect to all
shares of common stock beneficially owned by them. Unless otherwise
indicated, the address for each of the below individuals and
entities is c/o Aequi Acquisition Corp., 500 West Putnam Avenue,
Suite 400, Greenwich, CT 06830.
|
Name
and Address of Beneficial Owner(1) |
|
Number
of
Shares Beneficially Owned(2) |
|
|
Approximate Percentage of Outstanding Common Stock |
|
| Current
Directors and Executive Officers: |
|
|
|
|
|
|
| Hope
S. Taitz(3) |
|
|
5,750,000 |
|
|
|
20.0 |
% |
| Emil Woods |
|
|
— |
|
|
|
— |
|
| Jason Scheir |
|
|
— |
|
|
|
— |
|
| Merline Saintil |
|
|
— |
|
|
|
— |
|
| Fatou Sagnang |
|
|
— |
|
|
|
— |
|
| Roy Swan |
|
|
— |
|
|
|
— |
|
| Susan Hassan |
|
|
— |
|
|
|
— |
|
| All executive
officers and directors as a group (seven individuals) |
|
|
5,750,000 |
|
|
|
20.0 |
% |
| Five
Percent or More Holders: |
|
|
|
|
|
|
|
|
| Aequi
Sponsor LLC(3) |
|
|
5,750,000 |
|
|
|
20.0 |
% |
| Guggenheim
Capital, LLC(4) |
|
|
1,786,600 |
|
|
|
6.2 |
% |
| (1) |
Unless
otherwise noted, the business address of each of the following
entities or individuals is 500 West Putnam Avenue, Suite 400,
Greenwich, CT 06830. |
| |
|
| (2) |
Interests
shown consist solely of Founder Shares, classified as shares of
Class B common stock. The founder shares will convert into shares
of Class A common stock at the time of our initial business
combination, or earlier at the option of the holder, on a
one-for-one basis, subject to adjustment. |
| (3) |
Represents
the interests directly held by Aequi Sponsor LLC, our Sponsor. Ms.
Hope S. Taitz is the managing member of our sponsor. As such, she
may be deemed to have beneficial ownership of the Class B Common
Stock held directly by our sponsor. Ms. Taitz disclaims any
beneficial ownership of the reported shares other than to the
extent of any pecuniary interest she may have therein, directly or
indirectly. Each of our officers and directors and our Specialist
Advisor is a member of our Sponsor or have direct or indirect
economic interests in our sponsor, and each of them disclaims any
beneficial ownership other than to the extent of his or her
pecuniary interest. |
| |
|
| (4) |
Based
on a Schedule 13G, as amended, jointly filed with the SEC by
Guggenheim Capital, LLC (“Guggenheim Capital”), Guggenheim
Partners, LLC (“Guggenheim Partners”), GI Holdco II LLC (“GI Holdco
II”), GI Holdco LLC (“GI Holdco”), Guggenheim Partners Investment
Management Holdings, LLC (“GPIMH”), and Guggenheim Partners
Investment Management, LLC (“GPIM”) on July 11, 2022 regarding
shares of Class A common stock underlying units beneficially owned
directly by GPIM and by another subsidiary of Guggenheim Capital
(the “Guggenheim Subsidiary”). As a result of its role as
investment adviser, GPIM may be deemed to be the beneficial owner
of certain of the shares. Guggenheim Capital may be deemed the
beneficial owner of certain shares beneficially owned by GPIM and
indirectly by GPIMH, GI Holdco, GI Holdco II and Guggenheim
Partners. GPIM shares investment discretion over certain shares
with the Guggenheim Subsidiary. The business address of Guggenheim
Capital and Guggenheim Partners is 227 West Monroe Street, Chicago,
IL 60606. The business address of GI Holdco II, GI Holdco and GPIMH
is 330 Madison Avenue, New York, NY 10017. The business address of
GPIM is 100 Wilshire Boulevard, 5th Floor, Santa
Monica, CA 90401. |
STOCKHOLDER
PROPOSALS
For any proposal to be considered for inclusion in our Proxy
Statement and form of proxy for submission to the stockholders at
the Company’s 2022 annual meeting of stockholders, it must be
submitted in writing and comply with the requirements of
Rule 14a-8 of the Exchange Act and our bylaws.
HOUSEHOLDING
INFORMATION
Unless we have received contrary instructions, we may send a single
copy of this Proxy Statement to any household at which two or more
stockholders reside if we believe the stockholders are members of
the same family. This process, known as “householding”, reduces the
volume of duplicate information received at any one household and
helps to reduce our expenses. However, if stockholders prefer to
receive multiple sets of our disclosure documents at the same
address this year or in future years, the stockholders should
follow the instructions described below. Similarly, if an address
is shared with another stockholder and together both of the
stockholders would like to receive only a single set of our
disclosure documents, the stockholders should follow these
instructions:
|
● |
If the shares are registered in the
name of the stockholder, the stockholder should contact us by
__________, 2022 to inform us of such stockholder’s request;
or |
|
● |
If a bank, broker or other nominee
holds the shares, the stockholder should contact the bank, broker
or other nominee directly. |
WHERE YOU CAN FIND MORE
INFORMATION
We file reports, proxy statements and other information with the
SEC as required by the Exchange Act. You can read the
Company’s SEC filings, including this Proxy Statement, over the
Internet at the SEC’s website at http://www.sec.gov.
If you would like additional copies of this Proxy Statement or if
you have questions about the proposals to be presented at the
Meeting, you should contact the Company’s proxy solicitation agent
at ARBG.info@investor.morrowsodali.com or by phone at (800)
662-5200.
You may also obtain these documents by requesting them via e-mail
from the Company at hope@aequicorp.com.
If you are a stockholder of the Company and would like to
request documents, please do so by __________, 2022, in order to
receive them before the Meeting. If you request any documents
from us, we will mail them to you by first class mail, or
another equally prompt means.
ANNEX A
PROPOSED AMENDMENT
TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
AEQUI ACQUISITION CORP.
Pursuant to Section 242 of the
Delaware General Corporation Law
AEQUI ACQUISITION CORP. (the “Corporation”), a
corporation organized and existing under the laws of the State
of Delaware, does hereby certify as follows:
| 1. |
The name of the Corporation is
Aequi Acquisition Corp. The Corporation’s Certificate of
Incorporation was filed in the office of the Secretary of State of
the State of Delaware on September 1, 2020 (the “Original
Certificate”). An Amended and Restated Certificate of Incorporation
was filed in the office of the Secretary of State of the State of
Delaware on November 19, 2020 (the “Amended and Restated
Certificate of Incorporation”). |
| 2. |
This Amendment to the Amended and
Restated Certificate of Incorporation amends the Amended and
Restated Certificate of Incorporation of the Corporation. |
| 3. |
This Amendment to the Amended and
Restated Certificate of Incorporation was duly adopted by the
affirmative vote of the holders of 65% of the stock entitled to
vote at a meeting of stockholders in accordance with the provisions
of Section 242 of the General Corporation Law of the State of
Delaware (the “DGCL”). |
| 4. |
The text of
Section 9.1(b) of Article IX is hereby amended and
restated to read in full as follows: |
(b) Immediately after the Offering, a certain amount of the
net offering proceeds received by the Corporation in the Offering
(including the proceeds of any exercise of the underwriter’s
over-allotment option) and certain other amounts specified in the
Corporation’s registration statement on Form S-1, as initially
filed with the Securities and Exchange Commission (the
“SEC”) on October 6, 2020 (as amended, the
“Registration Statement”), shall be deposited in a
trust account (the “Trust Account”), established for
the benefit of the Public Stockholders (as defined below) pursuant
to a trust agreement described in the Registration Statement.
Except for the withdrawal of interest to fund the Corporation’s
working capital requirements, subject to an annual limit of
$750,000, and/or to pay taxes, none of the funds held in the Trust
Account (including the interest earned on the funds held in the
Trust Account) will be released from the Trust Account until the
earliest to occur of (i) the completion of the initial
Business Combination, (ii) the redemption of 100% of the
Offering Shares (as defined below) if the Corporation is unable to
complete the initial Business Combination by August 24, 2023 or
such earlier date as may be determined by the Board in its sole
discretion (or, if the Office of the Delaware Division of
Corporations shall not be open for a full business day (including
filing of corporate documents) on such date, the next date upon
which the Office of the Delaware Division of Corporations shall be
open for a full business day) (the “Required Period”)
and (iii) the redemption of shares in connection with a vote
seeking to amend any provisions of this Amended and Restated
Certificate (A) to modify the substance or timing of the
Corporation’s obligation to allow redemption in connection with its
initial Business Combination or to redeem 100% of the Offering
Shares if the Corporation does not complete its initial Business
Combination within the Required Period or (B) relating to
stockholders’ rights or pre-initial Business Combination activity
(as described in Section 9.7) and, for purposes of
this clause (iii), only with respect to the redemption of those
Offering Shares that a stockholder properly elects to redeem.
Holders of shares of Common Stock included as part of the units
sold in the Offering (the “Offering Shares”) (whether
such Offering Shares were purchased in the Offering or in the
secondary market following the Offering and whether or not such
holders are affiliates of Aequi Sponsor LLC (the
“Sponsor”) or officers or directors of the
Corporation) are referred to herein as “Public
Stockholders.”
IN WITNESS WHEREOF, Aequi Acquisition Corp. has caused this
Amendment to the Amended and Restated Certificate to be duly
executed in its name and on its behalf by an authorized officer as
of this ____ day of ______, 2022.
| |
AEQUI
ACQUISITION CORP. |
| |
|
| |
By: |
|
| |
Name: |
Hope
S. Taitz |
| |
Title: |
Chief
Executive Officer |
AEQUI ACQUISITION CORP.
500 West Putnam Avenue, Suite 400
Greenwich, CT 06830
SPECIAL MEETING OF STOCKHOLDERS
__________, 2022
YOUR VOTE IS IMPORTANT
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON __________,
2022
The undersigned, revoking any previous proxies relating to these
shares, hereby acknowledges receipt of the notice and Proxy
Statement, dated __________, 2022, in connection with the special
meeting in lieu of annual meeting of stockholders of Aequi
Acquisition Corp. (the “Company”) and at any adjournments
thereof (the “Meeting”) to be held at 10:00 a.m.
Eastern Time on __________, 2022 as a virtual meeting for the sole
purpose of considering and voting upon the following proposals, and
hereby appoints Hope S. Taitz and
, and each of them
(with full power to act alone), the attorneys and proxies of the
undersigned, with power of substitution to each, to vote all shares
of the common stock of the Company registered in the name provided,
which the undersigned is entitled to vote at the Meeting and at any
adjournments thereof, with all the powers the undersigned would
have if personally present. Without limiting the general
authorization hereby given, said proxies are, and each of them is,
instructed to vote or act as follows on the proposals set forth in
this Proxy Statement.
THIS PROXY, WHEN EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
“FOR” EACH OF PROPOSAL 1 AND PROPOSAL 2 (IF PRESENTED),
CONSTITUTING THE EXTENSION AMENDMENT PROPOSAL AND THE ADJOURNMENT
PROPOSAL.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD
PROMPTLY.
(Continued and to be marked, dated and signed on reverse
side)
Important Notice Regarding the Availability of Proxy Materials for
the
Special Meeting of Stockholders to be held on __________,
2022:
This notice of meeting and the accompanying Proxy Statement and the
Company’s Annual Report on Form 10-K for the year ended
December 31, 2021 are available at
https://www.cstproxy.com/aequiacquisition/2022.
| THE
BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF PROPOSAL 1
AND PROPOSAL 2, IF PRESENTED. |
|
Please
mark ☒ votes as indicated in this example |
| |
|
|
|
Proposal 1 – Extension
Amendment Proposal |
|
FOR |
|
AGAINST |
|
ABSTAIN |
| |
|
|
|
|
|
|
| Amend
the Company’s amended and restated certificate of incorporation to
extend the date by which the Company has to consummate a business
combination from November 24, 2022 to August 24, 2023 (or such
earlier date as determined by the Board). |
|
☐ |
|
☐ |
|
☐ |
| |
|
|
|
|
|
|
| Proposal 2 – Adjournment
Proposal |
|
FOR |
|
AGAINST |
|
ABSTAIN |
| |
|
|
|
|
|
|
| Adjourn
the Meeting to a later date or dates, if necessary, to permit
further solicitation and vote of proxies in the event that there
are insufficient votes for, or otherwise in connection with, the
approval of Proposal 1. |
|
☐ |
|
☐ |
|
☐ |
Date: ________________, 2022
Signature
Signature (if held jointly)
Signature should agree with name printed hereon. If stock is held
in the name of more than one person, EACH joint owner should sign.
Executors, administrators, trustees, guardians and attorneys should
indicate the capacity in which they sign. Attorneys should submit
powers of attorney.
PLEASE SIGN, DATE AND RETURN THE PROXY IN THE ENVELOPE ENCLOSED
TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY. THIS
PROXY WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE
ABOVESIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED “FOR” EACH OF PROPOSAL 1 AND PROPOSAL 2 (IF
PRESENTED). THIS PROXY WILL REVOKE ALL PRIOR PROXIES SIGNED BY
YOU.
Annex A-2
Aequi Acquisition (NASDAQ:ARBGU)
Historical Stock Chart
From Feb 2023 to Mar 2023
Aequi Acquisition (NASDAQ:ARBGU)
Historical Stock Chart
From Mar 2022 to Mar 2023
