transactions and the payment of cash in lieu of fractional shares will be approximately $225,000. We expect to have sufficient funds to complete the transactions contemplated by the Offer and to
pay fees, expenses and other related amounts from our cash on hand.
Exchange Agent
Continental Stock Transfer & Trust Company has been appointed the exchange agent for the Offer. The Letter of Transmittal and all
correspondence in connection with the Offer should be sent or delivered by each holder of the Private Warrants to the exchange agent at the address and telephone numbers set forth on the back cover page of this Prospectus/Offer to Exchange. We will
pay the exchange agent reasonable and customary fees for its services and will reimburse it for its reasonable, out-of-pocket expenses in connection therewith.
Fees and Expenses
The expenses of
soliciting tenders of the Private Warrants will be borne by us. The principal solicitations are being made by mail; however, additional solicitations may be made by facsimile transmission, telephone or in person by our officers and other employees
and affiliates.
You will not be required to pay any fees or commissions to us or the exchange agent in connection with the Offer.
Transactions and Agreements Concerning Our Securities
Other than as set forth below and in the sections of this Prospectus/Offer to Exchange and Description of Capital Stock, and the
description of certain relationships and related transactions included in the Proxy Statement in the section entitled Related Person Transactions, there are no agreements, arrangements or understandings between the Company, or any of our
directors or executive officers, and any other person with respect to the Private Warrants.
Other as set forth below, neither we, nor any
of our directors, executive officers or controlling persons, or any executive officers, directors, managers or partners of any of our controlling persons, has engaged in any transactions in our Private Warrants in the last 60 days.
Tender and Support Agreement
Justin
Mirro, a member of our Board who held 200,000 Private Warrants, or 1.3% of the Private Warrants outstanding as of June 18, 2024, has waived his right to participate in the Offer and Kensington Capital Partners, LLC, of which Mr. Mirro is
the managing member and which held 4,700,000 Private Warrants, or 29.6% of the Private Warrants outstanding as of June 18, 2024, has agreed to tender its Private Warrants in the Offer, each pursuant to the Tender and Support Agreement.
Cash Tender Offer
In connection with the
Cash Tender Offer, Mr. Mirro waived his right to participate in the Cash Tender Offer with respect to the 200,000 Private Warrants he held pursuant to the Waiver Agreement, dated May 13, 2024, by and between the Company and Mr. Mirro,
which is filed as an exhibit to the Tender Offer Statement on Schedule TO filed with the SEC on May 13, 2024.
Plans
Except as described in the sections of this Prospectus/Offer to Exchange entitled Risk Factors and The Offer, neither
the Company, nor any of its directors, executive officers, or controlling persons, or any executive
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