PROXY
STATEMENT — DATED , 2023
Magnum
Opus Acquisition Limited
Unit
1009, ICBC Tower,
Three Garden Road,
Central, Hong Kong
PROXY
STATEMENT FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
TO
BE HELD ON , 2023
An
extraordinary general meeting of shareholders (the “Extraordinary Meeting”) of Magnum Opus Acquisition Limited
(the “Company,” “Magnum Opus,” “we,” “us” or
“our”), an exempted company incorporated with limited liability under the laws of the Cayman Islands, will be
held at Eastern Time, on
, 2023. For the purposes of Cayman Islands law
and the amended and restated memorandum and articles of association of Magnum Opus, the physical location of the Extraordinary
Meeting shall be at the offices of White & Case LLP at 1221 Avenue of the Americas, New York, New York 10020, or you or
your proxyholder will be able to attend and vote at the Extraordinary Meeting online by visiting https://www.cstproxy.com/magnumopusacquisition/2023 and
using a control number assigned by Continental Stock Transfer & Trust Company (“Continental”). To
register and receive access to the Extraordinary Meeting, registered shareholders and beneficial shareholders (those holding shares
through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them
provided herein. At the Extraordinary Meeting, the shareholders will consider and vote upon the following proposals:
| 1. | A
proposal by special resolution, to amend Articles 51.7 and 51.8 of
the Company’s amended and restated memorandum and articles of association (our “MAA”), in accordance with the
form set forth in Annex B hereto, to extend the date (the “Termination Date”) by which the Company must (i) consummate
a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company with
one or more businesses, which we refer to as a “business combination,” or (ii) cease its operations except for the
purpose of winding up if it fails to complete such business combination and redeem or repurchase 100% of the Company’s public shares
included as part of the units sold in the Company’s initial public offering that was consummated on March 25, 2021, which we refer
to as the “IPO,” (the “Extension”) from March 25, 2023 to April 25, 2023 (the “First Extended
Date”); and if the Company does not consummate a business combination by the First Extended Date, the Termination Date may be
extended, without the need for any further approval of the Company’s shareholders, by resolutions of the board of directors of the
Company (the “Board”) at least three days prior to First Extended Date, to May 25, 2023 (the “Second Extended
Date”), which may be further extended, without the need for any further approval of the Company’s shareholders, by resolutions
of the Board passed at least three days prior to the Second Extended Date, to June 25, 2023 (the “Third Extended Date”),
and may be further extended, without the need for any further approval of the Company’s shareholders, by resolutions of the Board
passed at least three days prior to the Third Extended Date, to July 25, 2023 (the “Fourth Extended Date,” and each
of the First Extended Date, the Second Extended Date, the Third Extended Date and the Fourth Extended Date, an “Extended Date”),
for three additional one-month periods, for an aggregate of three additional months (each, an “Additional Extension Period”)
(such proposal, the “Extension Amendment Proposal”). For the avoidance of doubt, the Company may, by resolutions of
the Board, terminate any Additional Extension Period at any time up to the applicable Extended Date, provided that the Company
shall have deposited the applicable Contribution for such Additional Extension Period. The full wording of the special resolution to approve
the Extension Amendment Proposal is set out in Annex B hereto. |
| 2. | A
proposal to approve by the affirmative vote of at least sixty-five percent (65%) of the issued
and outstanding public shares (as defined below) and Founder Shares (as defined below), voting
together as a single class, the amendment of the Investment Management Trust Agreement, dated
March 23, 2021 (the “Trust Agreement”), by and between the Company
and Continental, substantively in the form set forth in Annex C attached hereto, to (i) reflect
the Extension and (ii) allow the Company to maintain any remaining amount in its Trust
Account in an interest bearing demand deposit account at a bank (the “Trust Amendment”
and such proposal, the “Trust Amendment Proposal” and, together with the
Extension Amendment Proposal, the “Extension Proposals”). |
| 3. | A
proposal by ordinary resolution, to approve the adjournment of the Extraordinary 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 to approve the Extension Proposals or if we
determine that additional time is necessary to effectuate the Extension (the “Adjournment
Proposal”). The Adjournment Proposal will only be presented at the Extraordinary
Meeting if there are not sufficient votes for, or otherwise in connection with, the approval
of the Extension Proposals. |
Each
of the Extension Proposals is cross-conditioned on the approval of the other. The purpose of the Extension Amendment Proposal, the
Trust Amendment Proposal and, if necessary, the Adjournment Proposal, is to allow us additional time to complete our previously
announced proposed business combination contemplated by the Agreement and Plan of Merger, dated September 30, 2022 (Hong Kong
Time) (as it may be amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger
Agreement”), by and among the Company, Asia Innovations Group Limited, an exempted company incorporated with limited
liability under the laws of the Cayman Islands (“ASIG”) and Connect Merger Sub, an exempted company incorporated
with limited liability under the laws of the Cayman Islands and a wholly-owned subsidiary of ASIG (“Merger Sub”),
which provides for the Merger (as defined below) and other transactions in connection therewith (collectively, the
“Business Combination”). The Merger Agreement and transactions contemplated thereby were unanimously approved by
the Board.
The
Merger Agreement provides that, among other things, at the Closing (as defined below), in accordance with the applicable provisions of
the Companies Act (As Revised) of the Cayman Islands, Merger Sub will merge with and into Magnum Opus, the separate corporate existence
of Merger Sub will cease and Magnum Opus will be the surviving entity and become a wholly-owned subsidiary of ASIG (the “Merger”).
For
more information about the Merger Agreement and the Business Combination, see our Current Report on Form 8-K filed with the U.S.
Securities and Exchange Commission (the “SEC”) on September 29, 2022.
Our
MAA provides that the Company has until March 25, 2023, being the date which is 24 months from the consummation of the IPO, to complete
its initial business combination. While the Company and the other parties to the Merger Agreement are working towards satisfaction of
the conditions to the consummation of the Business Combination (the “Closing”) by such deadline, the Board currently
believes that there may not be sufficient time before March 25, 2023 to complete the Business Combination. Accordingly, the Board
believes that in order for our shareholders to evaluate the Business Combination and for us to be able to consummate the Business Combination,
it is in the best interests of the Company to obtain the Extension. Therefore, the Board has determined that it is in the best interests
of our shareholders to extend the date by which the Company has to consummate a business combination to the Extended Date so that our
shareholders have the opportunity to participate in our future investment.
In
connection with the Extension Amendment Proposal, a holder (“public shareholder”) of Magnum Opus’ Class A
ordinary shares, par value US$0.0001 per share (“Class A Ordinary Shares”), may elect to redeem the public shareholder’s
Class A Ordinary Shares 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 our Trust Account established in connection with the IPO (the “Trust
Account”), including interest earned on the funds held in the Trust Account and not previously released to the Company to pay
its taxes, divided by the number of then issued and outstanding public shares, regardless of how such public shareholder votes on the
Extension Amendment Proposal or whether such public shareholder votes at all. If the Extension Amendment Proposal is approved by the
requisite vote of shareholders, the remaining public shareholders will retain their rights to redeem their public shares when a business
combination, including the Business Combination, is submitted to the shareholders, subject to any limitations set forth in our MAA as
amended by the Extension Amendment Proposal. In addition, public shareholders 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, Magnum Opus Holdings LLC (the “Sponsor”) owns 4,500,000 Magnum Opus’ Class B ordinary shares,
par value US$0.0001 per share, which we refer to as the “Founder Shares,” that were purchased by the Sponsor prior
to our IPO, and 6,000,000 warrants, which we refer to as the “Private Placement Warrants,” that were purchased by
the Sponsor in a private placement which occurred simultaneously with the completion of the IPO. In addition, as of the date of this
proxy statement, the Company has an aggregate US$2,000,000 of borrowings under an unsecured convertible promissory notes issued to the
Sponsor on September 19, 2022 in the amount of US$200,000 and an unsecured convertible promissory notes issued to the Sponsor on
November 18, 2022 in the amount of US$1,800,000 (collectively, the “Working Capital Loans” and each, a “Working
Capital Loan”), which would either be repaid upon consummation of a business combination, without interest, or, at the Sponsor’s
discretion, may be converted into Private Placement Warrants at a price of US$1.00 per warrant, with each warrant entitling the holder
to purchase one Class A Ordinary Share at a price of US$11.50 per share, subject to adjustment. Our directors and officers, Alexandre
Casin, Dickson Cheng, Frank Han, Johnny Liu, Jonathan Lin, Kevin Lee and Sammy Hsieh, have a direct or indirect economic interest in
an aggregate of 4,975,000 Founder Shares. For a discussion of the interests that our Sponsor, directors and officers may have in the
Business Combination, see “The Extension Proposals — Interests of the Company’s Sponsor, Directors and Executive
Officers.”
If the Extension Proposals are approved, (A) for the period from March
25, 2023 until the First Extended Date, the Company shall deposit into the Trust Account the lesser of (a) US$ for each public share
that is not redeemed as of March 25, 2023 and (b) US$ (the “First Contribution”), (B) if the Company does not
consummate a business combination by the First Extended Date and the Board elects to extend the Termination Date from the First Extended
Date to the Second Extended Date, for the period from the First Extended Date to the Second Extended Date, the Company shall deposit into
the Trust Account the lesser of (a) US$ for each public share that is not redeemed as of the First Extended Date and (b) US$
(the “Second Contribution”), (C) if the Company does not consummate a business combination by the Second Extended Date
and the Board elects to extend the Termination Date from the Second Extended Date to the Third Extended Date, for the period from the
Second Extended Date to the Third Extended Date, the Company shall deposit into the Trust Account the lesser of (a) US$ for each public
share that is not redeemed as of the Second Extended Date and (b) US$ (the “Third Contribution”), and (D) if
the Company does not consummate a business combination by the Third Extended Date and the Board elects to extend the Termination Date
from the Third Extended Date to the Fourth Extended Date, for the period from the Third Extended Date to the Fourth Extended Date, the
Company shall deposit into the Trust Account the lesser of (a) US$ for each public share that is not redeemed as of the Third Extended
Date and (b) US$ (the “Fourth Contribution,” and together with the First Contribution, the Second Contribution
and the Third Contribution, the “Contributions,” each, a “Contribution”), provided that the
sum of Contributions shall not exceed the lesser of (a) US$ for each public share that is not redeemed in connection with the Extraordinary
Meeting and (b) US$ .
The First Contribution will be deposited in
the Trust Account on April 1, 2023, being seven calendar days from March 25, 2023. The Second Contribution, if applicable, will be deposited
into the Trust Account on May 2, 2023. The Third Contribution, if applicable, will be deposited into the Trust Account on June 1, 2023.
The Fourth Contribution, if applicable, will be deposited into the Trust Account on July 2, 2023. Each of the Contributions is conditioned
upon the approval of the Extension Proposals and implementation of the Extension. The Contributions will not occur if any of the Extension
Proposals is not approved. The amount of the Contributions will be loaned by the Sponsor to the Company and the loans will not bear interest
and will be repayable by the Company to the Sponsor upon consummation of an initial business combination. The loans will be forgiven
if the Company is unable to consummate an initial business combination except to the extent of any funds held outside of the Trust Account.
If the Company terminates an Additional Extension Period at any time up to the applicable Extended Date, the Company will liquidate and
dissolve in accordance with the MAA, provided that the Company shall have deposited the applicable Contribution for such Additional
Extension Period.
The
Trust Amendment Proposal is necessary to (i) extend the time period that the Company has to consummate an initial business combination
under the Trust Agreement, because as currently drafted the time period for the Company to consummate an initial business combination
under the Trust Agreement will not be extended automatically to the applicable Extended Date, if the Board so elects, assuming the Extension
Proposals are approved by the Company’s shareholders and (ii) allow the Company to maintain any remaining amount in its Trust
Account in an interest bearing demand deposit account at a bank.
The
purpose of the Adjournment Proposal is to allow the Company to adjourn the Extraordinary Meeting to a later date or dates if we determine
that additional time is necessary to permit further solicitation and vote of proxies in the event that there are insufficient votes to
approve the Extension Proposals or if we determine that additional time is necessary to effectuate the Extension.
Approval
of the Extension Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of shareholders
holding at least two-thirds (2/3) of the Company’s ordinary shares entitled to vote and which are voted on such resolution (in
person (including virtually) or by proxy) at the Extraordinary Meeting at which a quorum is present.
In
connection with the Extension Amendment Proposal, each public shareholder may elect to redeem all or a portion of its public shares for
a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on
the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by the number of then issued
and outstanding public shares (a “Redemption Election”), regardless of how such public shareholder votes on the Extension
Amendment Proposal or whether such public shareholder votes at all. The deadline to make a Redemption Election is 5:00 p.m. Eastern
Time on , 2023, the date that is two business days prior to the scheduled vote at the Extraordinary Meeting (the “Redemption
Deadline”). The public shareholder may tender its shares by either delivering its share certificate(s) (if any) and other
redemption forms to the transfer agent or by delivering its shares and other redemption forms to the transfer agent electronically using
the Depository Trust Company (“DTC”)’s DWAC (Deposit/Withdrawal At Custodian) system. If the public shareholder
holds public shares in street name, such public shareholder will need to instruct its bank, broker or other nominee to withdraw the shares
from its account in order to exercise its redemption rights. A holder of units must elect to separate its units into the underlying public
shares and warrants prior to exercising redemption rights with respect to the public shares. If a holder hold its units in an account
at a brokerage firm or bank, the holder must notify its broker or bank that it elects to separate the units into the underlying public
shares and warrants, or if a holder holds units registered in its own name, the holder must contact Continental Stock Transfer &
Trust Company (in its capacity as Magnum Opus’ transfer agent, the “transfer agent”) directly and instruct it
to do so.
Prior
to the deadline to make a Redemption Election, public shareholders that desire to indicate their intention to make an Election Reversal
(as defined below) are requested to indicate such intention in the Reversal Commitment Form accompanying this proxy statement as
Annex A (“Reversal Commitment Form”), which should be submitted to the transfer agent prior to the Redemption Deadline.
Immediately following the Redemption Deadline and before the Extraordinary Meeting, a public shareholder that makes a Redemption Election
may withdraw its Redemption Election with respect to all or a portion of its public shares for which it previously submitted a Redemption
Election (an “Election Reversal”), subject to the Board’s determination to permit such withdrawal. See “The
Extension Proposals — Redemption Withdrawal Procedures.”
The
Board may elect to postpone the Extraordinary Meeting in its sole discretion up to and until the time of the Extraordinary Meeting, pursuant
to Article 23.9 of the MAA. For the duration of
such postponement, to the extent a public shareholder has made the Redemption Election and has tendered or delivered such share certificate(s) (if
applicable) (physically or electronically) (and any other redemption documents) through the DWAC system at DTC, such shareholder will
not be able to transfer, assign or sell such public shares. The Company requests that public shareholders indicate their intention to
make an Election Reversal on their Reversal Commitment Form.
The
redemption of public shares pursuant to the Redemption Elections is subject to the Redemption Limitation (as defined in the MAA), such
that in no event will the Company redeem public shares pursuant to the Redemption Elections (after taking into account any Election Reversals)
if such redemption would cause the Company to have less than US$5,000,001 of net tangible assets following such redemptions.
Approval
of the Trust Amendment Proposal requires the affirmative vote of at least sixty-five percent (65%) of the issued and outstanding public
shares and Founder Shares, voting together as a single class.
Approval
of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a
majority of the Company’s ordinary shares entitled to vote and which are voted on such resolution (in person (including virtually)
or by proxy) at the Extraordinary Meeting at which a quorum is present.
THE
BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE EXTENSION AMENDMENT PROPOSAL, THE TRUST AMENDMENT PROPOSAL AND, IF
PRESENTED, THE ADJOURNMENT PROPOSAL.
The
Board has fixed the close of business on , 2023 as the record date for determining the Company’s shareholders entitled
to receive notice of and vote at the Extraordinary Meeting and any adjournment thereof (the “Record Date”). Only holders
of record of the Company’s ordinary shares on the Record Date are entitled to vote at the Extraordinary Meeting or any adjournment
thereof.
In connection with the Extension Amendment Proposal,
public shareholders may make the Redemption Election, regardless of how such public shareholders vote on the Extension Amendment Proposal
or whether such public shareholders vote at all. If the Extension Proposals are approved by the requisite vote of shareholders, public
shareholders that do not make the Redemption Election, or that make the Redemption Election but make an Election Reversal, subject to
the Board’s determination to permit such withdrawal, will retain the opportunity to have their public shares redeemed in conjunction
with the consummation of a business combination, subject to any limitations set forth in our MAA, as amended by the Extension Amendment
Proposal. In addition, public shareholders that do not make the Redemption Election, or that make the Redemption Election but make an
Election Reversal, subject to the Board’s determination to permit such withdrawal, would be entitled to have their public shares
redeemed for cash if the Company has not completed a business combination by the First Extended Date, i.e. April 25, 2023; the Second
Extended Date, i.e. May 25, 2023, if the Company does not consummate a business combination by the First Extended Date, and the Board
elects to extend the Termination Date to the Second Extended Date; the Third Extended Date, i.e. June 25, 2023, if the Company does not
consummate a business combination by the Second Extended Date, and the Board elects to extend the Termination Date to the Third Extended
Date; or the Fourth Extended Date, i.e. July 25, 2023, if the Company does not consummate a business combination by the Third Extended
Date, and the Board elects to extend the Termination Date to the Fourth Extended Date.
The
withdrawal of funds from the Trust Account in connection with the Redemption Election will reduce the amount held in the Trust Account
following the Redemption Election, and the amount remaining in the Trust Account after such withdrawal may be only a fraction of the
US$ (including interest) that was in the Trust Account as of the latest practicable date prior to the Record Date. In such event,
the Company may seek 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.
The
Company estimates that the per-share price at which the public shares may be redeemed from cash held in the Trust Account will be approximately
US$ as of the latest practicable date prior to the Record Date of the Extraordinary Meeting. The closing price of the public
shares on the New York Stock Exchange (the “NYSE”) on , 2023, the latest practicable trading date prior to
the Record Date of the Extraordinary Meeting, was US$ . The Company cannot assure public shareholders that they will be able
to sell their public shares in the open market, even if the market price per share is higher than the redemption price, as there may
not be sufficient liquidity in its securities when such shareholders wish to sell their shares.
The
Adjournment Proposal, if required and approved, will allow the Board to adjourn the Extraordinary Meeting to a later date or dates, if
necessary or appropriate, to permit further solicitation of proxies. The Adjournment Proposal will be presented to our shareholders only
in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Proposals.
If any of the Extension Proposals is not approved
and the Company does not consummate an initial business combination before March 25, 2023, as contemplated by our final prospectus relating
to our IPO and in accordance with our MAA, the Company (i) cease all operations except for the purpose of winding up, (ii) as promptly
as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash,
equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account
and not previously released to the Company (less taxes payable and up to US$100,000 of interest to pay dissolution expenses), divided
by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights
as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly
as reasonably possible following such redemption, subject to the approval of our remaining shareholders and the Board, liquidate and
dissolve, subject to our obligations under Cayman Islands law to provide for claims of creditors and other requirements of applicable
law. There will be no redemption rights or liquidating distributions with respect to our redeemable warrants (“Warrants”),
each whole warrant entitling the holder thereof to acquire one public share at a price of US$11.50 per share (subject to adjustment),
including the warrants included in the units sold in the IPO (the “public warrants”) and the Private Placement Warrants,
which will expire worthless in the event the Company winds up.
The
holders of our Founder Shares have agreed to waive their redemption rights with respect to their Founder Shares and public shares, if
any, in connection with a shareholder vote to approve an amendment to the MAA.
The
Sponsor has agreed that it will be liable to us if and to the extent any claims by (A) a third-party (other than our independent
registered public accounting firm) for services rendered or products sold to us, or (B) a prospective target business with which
we have discussed entering into a written letter of intent, confidentiality or other similar agreement, reduce the amounts in the Trust
Account to below the lesser of (i) US$10.00 per public share and (ii) the actual amount per public share held in the Trust
Account as of the date of the liquidation of the Trust Account if less than US$10.00 per public share due to reductions in the value
of the trust assets, in each case net of the interest that may be withdrawn to pay our tax obligations, provided that such liability
will not apply to any claims by a third-party or prospective target business that executed a waiver of any and all rights to seek access
to the Trust Account nor will it apply to any claims under our indemnity of the underwriters of the IPO against certain liabilities,
including liabilities under the Securities Act of 1933, as amended (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. However, we have not asked the Sponsor to reserve for such indemnification obligations, nor have
we independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations, and we believe that the Sponsor’s
only material assets are securities of the Company. Therefore, we cannot assure you that our Sponsor would be able to satisfy those obligations.
If
the Extension Proposals are approved, such approval will constitute consent for the Company to (i) remove from the Trust Account
an amount (the “Withdrawal Amount”) equal to the number of public shares properly redeemed at a per-share price equal
to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not
previously released to the Company to pay its taxes as of two business days prior to such approval, divided by the number of then issued
and 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 First Extended Date, i.e.
April 25, 2023; the Second Extended Date, i.e. May 25, 2023, if the Company does not consummate a business combination by the First Extended
Date, and the Board elects to extend the Termination Date to the Second Extended Date; the Third Extended Date, i.e. June 25, 2023, if
the Company does not consummate a business combination by the Second Extended Date, and the Board elects to extend the Termination Date
to the Third Extended Date; or the Fourth Extended Date, i.e. July 25, 2023, if the Company does not consummate a business combination
by the Third Extended Date, and the Board elects to extend the Termination Date to the Fourth Extended Date. If the Extension Proposals
are approved, public shareholders that do not redeem their public shares now, or that redeem their public shares but withdraw such redemption,
subject to the Board’s determination to permit such withdrawal, will retain their redemption rights and their ability to vote on
a business combination through the applicable Extended Date.
Only
record holders of the Company’s ordinary shares at the close of business on the Record Date are entitled to vote or have their
votes cast at the Extraordinary Meeting. On the Record Date, there were 25,000,000 issued and outstanding ordinary shares of Magnum Opus,
including 20,000,000 issued and outstanding public shares and 5,000,000 issued and outstanding Founder Shares. The Company’s Warrants
do not have voting rights in connection with the Extension Amendment Proposal, the Trust Amendment Proposal or, if presented, the Adjournment
Proposal.
This
proxy statement contains important information about the Extraordinary Meeting and the proposals to be voted on at the Extraordinary
Meeting. Please read it carefully and vote your shares.
TABLE
OF CONTENTS
Forward-Looking
Statements |
1 |
|
|
Questions
And Answers About The Extraordinary Meeting |
3 |
|
|
Risk
Factors |
18 |
|
|
The
Extraordinary Meeting |
22 |
|
|
The
Extension Proposals |
26 |
|
|
Principal
Shareholders |
45 |
|
|
Delivery
of Documents to Shareholders |
46 |
|
|
Where
You Can Find More Information |
46 |
Forward-Looking
Statements
This
proxy statement contains statements that are forward-looking and as such are not historical facts. These include, without limitation,
statements regarding the Company’s financial position, business strategy and the plans and objectives of management for future
operations, including as they relate to a business combination. These statements constitute projections, forecasts and forward-looking
statements, and are not guarantees of performance. They involve known and unknown risks, uncertainties, assumptions and other factors
that may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance
or achievements expressed or implied by these statements.
Such
statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this proxy statement,
words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,”
“intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,”
“project,” “should,” “strive,” “would” and similar expressions may identify forward-looking
statements, but the absence of these words does not mean that a statement is not forward-looking. When the Company discusses its strategies
or plans, including as they relate to a business combination, it is making projections, forecasts or forward- looking statements. Forward-looking
statements are based on the opinions, estimates and beliefs of the Company’s management as of the date such statements are made,
as well as assumptions made by and information currently available to the Company’s management, and they are subject to known and
unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements
to be materially different from those expressed or implied by such forward- looking statements. These risks and uncertainties include,
but are not limited to:
| · | our
ability to obtain approval for the Extension Proposals and, if presented, the Adjournment
Proposal; |
| · | our
ability to complete the initial business combination, including the Business Combination; |
| · | our
anticipated benefits of the Business Combination; |
| · | our
expectations around the performance of the prospective target; |
| · | our
success in retaining or recruiting, or changes required in, our officers, key employees or
directors following our initial business combination; |
| · | proposed
changes in SEC rules related to special purpose acquisition companies; |
| · | the
amount of redemptions by our public shareholders; |
| · | our
potential ability to obtain additional financing to complete our initial business combination; |
| · | our
ability to consummate an initial business combination due to the uncertainty resulting from
the COVID-19 pandemic; |
| · | the
ability of our officers and directors to generate other potential business combination opportunities
if the Business Combination is not completed; |
| · | our
public securities’ potential liquidity and trading; |
| · | the
use of proceeds not held in the Trust Account or available to us from interest income on
the Trust Account balance; or |
| · | the
Trust Account being subject to claims of third parties. |
Additional
information on these and other factors that may cause actual results and the Company’s performance to differ materially is included
in the Company’s periodic reports filed with the SEC, including but not limited to the Company’s Annual Report on Form 10-K
for the year ended December 31, 2021, including those factors described under the “Item 1A. Risk Factors” therein, the
Company’s subsequent Quarterly Reports on Form 10-Q, and this proxy statement. Copies of the Company’s filings with
the SEC are available publicly on SEC’s website at http://www.sec.gov or may be obtained by contacting the Company.
Many
of the risks and factors that will determine these results and shareholders’ value are beyond the Company’s ability to control
or predict. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual
results may vary in material respects from those projected in these forward-looking statements. Readers are cautioned not to place undue
reliance upon any forward-looking statements, which speak only as of the date made.
All
forward-looking statements are made only as of the date of this proxy statement. The Company expressly disclaims any obligation or undertaking
to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s
expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based. All subsequent
written or oral forward-looking statements attributable to us or persons acting on the Company’s behalf are qualified in their
entirety by this “Forward-Looking Statements” section.
Questions
And Answers About The Extraordinary 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?
This
proxy statement and the enclosed proxy card are being sent to you in connection with the solicitation of proxies by the Board for use
at the Extraordinary Meeting, or at any adjournments thereof. This proxy statement summarizes the information that you need to make an
informed decision on the proposals to be considered at the Extraordinary Meeting.
The
Company is a blank check company incorporated on January 22, 2021 as a Cayman Islands exempted company with limited liability and
incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business
combination with one or more businesses. We have neither engaged in any operations nor generated any revenue to date. Based on our business
activities, we are a “shell company” as defined under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) because we have no operations and nominal assets consisting almost entirely of cash.
On
March 25, 2021, Magnum Opus closed its IPO of 20,000,000 units, with each unit consisting of one Class A Ordinary Share and
one-half of one redeemable public warrant, with each whole public warrant exercisable for one Class A Ordinary Share at a price
of US$11.50 per share, subject to adjustment. The units were sold at an offering price of US$10.00 per unit, generating gross proceeds
of US$200,000,000. Credit Suisse Securities (USA) LLC acted as the representative of the underwriters for the IPO and JonesTrading Institutional
Services LLC acted as co-manager for the IPO. The Class A Ordinary Shares and public warrants comprising the units commenced separate
trading on May 11, 2021.
Prior
to the consummation of the IPO, on January 26, 2021, the Sponsor purchased an aggregate of 5,750,000 Founder Shares for US$25,000,
or US$0.004 per share, to cover certain of Magnum Opus’ offering costs. On March 22, 2021, the Sponsor transferred an aggregate
of 500,000 Founder Shares to certain officers, directors and advisory board member. On May 11, 2021, 750,000 Founder Shares were
forfeited by the Sponsor, resulting in the Sponsor holding 4,500,000 Founder Shares.
Simultaneously
with the closing of the IPO, Magnum Opus completed the private sale (the “Private Placement”) of an aggregate of 6,000,000
Private Placement Warrants to the Sponsor, generating gross proceeds to Magnum Opus of US$6,000,000. The Private Placement Warrants are
identical to the public warrants, except that the Private Placement Warrants, so long as they are held by the Sponsor or its permitted
transferees, (i) are not redeemable by Magnum Opus, (ii) may not (including the Class A Ordinary Shares issuable upon
exercise of such Private Placement Warrants), subject to certain limited exceptions, be transferred, assigned or sold by such holders
until 30 days after the completion of Magnum Opus’ initial business combination, (iii) may be exercised by the holders on
a cashless basis and (iv) will be entitled to registration rights. No underwriting discounts or commissions were paid with respect
to such sale. If the Private Placement Warrants are held by holders other than Sponsor or its permitted transferees, the Private Placement
Warrants will be redeemable by Magnum Opus and exercisable by the holders on the same basis as the public warrants. If Magnum Opus does
not consummate its initial business combination within 24 months (or, if the Extension is effected, by the applicable Extended Date)
from the closing of the IPO, the Private Placement Warrants will expire worthless. The issuance of the Private Placement Warrants was
made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. Upon the closing of the
IPO and the Private Placement, US$200,000,000 was placed in the Trust Account.
On
September 19, 2022, the Company has borrowed US$200,000 of Working Capital Loan from the Sponsor. On November 18 ,2022, the
Company has borrowed US$1,800,000 of Working Capital Loan from the Sponsor. The Working Capital Loans would either be repaid upon consummation
of a business combination, without interest, or, at the Sponsor’s discretion, may be converted into Private Placement Warrants
at a price of US$1.00 per warrant, with each warrant entitling the holder to purchase one Class A Ordinary Share at a price of US$11.50
per share, subject to adjustment. As of the date of this proxy statement, the Working Capital Loans in the amount of US$2,000,000 remain
outstanding.
Like most blank check companies, our MAA provides
for the return of the IPO proceeds held in the Trust Account to the holders of ordinary shares sold in the IPO if there is no qualifying
business combination consummated on or before a certain date. In our case, such date is March 25, 2023 (which is 24 months from the closing
of our IPO). The Board has determined that it is in the best interests of the Company to amend the Company’s MAA to extend the
Termination Date from March 25, 2023 to the First Extended Date, i.e. April 25, 2023; to the Second Extended Date, i.e. May 25, 2023,
if the Company does not consummate a business combination by the First Extended Date, and the Board elects to extend the Termination
Date to the Second Extended Date; to the Third Extended Date, i.e. June 25, 2023, if the Company does not consummate a business combination
by the Second Extended Date, and the Board elects to extend the Termination Date to the Third Extended Date; or to the Fourth Extended
Date, i.e. July 25, 2023, if the Company does not consummate a business combination by the Third Extended Date, and the Board elects
to extend the Termination Date to the Fourth Extended Date, in order to allow us additional time to complete the proposed transactions
contemplated by the Merger Agreement.
Therefore,
the Board is submitting the Extension Amendment Proposal described in this proxy statement for the shareholders to vote upon.
For
more information about the Merger Agreement and the Business Combination, see our Current Report on Form 8-K filed with the SEC
on September 29, 2022.
What
is being voted on?
You
are being asked to vote on each of the Extension Amendment Proposal, the Trust Amendment Proposal and, if presented, the Adjournment
Proposal. The proposals are listed below:
| 1. | Extension
Amendment Proposal: To amend by special resolution our MAA, in accordance with the form
set forth in Annex B attached hereto, to extend the date by which the Company must consummate (i) consummate a business combination, or
(ii) cease its operations except for the purpose of winding up if it fails to complete such business combination and redeem or repurchase
100% of the Company’s public shares included as part of the units sold in the Company’s IPO, from March 25, 2023 to the First
Extended Date; and if the Company does not consummate a business combination by the First Extended Date, to the Second Extended Date,
without the need for any further approval of the Company’s shareholder, by resolutions of the Board at least three days prior to
the First Extended Date; if the Company does not consummate a business combination by the Second Extended Date, to the Third Extended
Date, without the need for any further approval of the Company’s shareholder, by resolutions of the Board at least three days prior
to the Second Extended Date; and if the Company does not consummate a business combination by the Third Extended Date, to the Fourth Extended
Date, without the need for any further approval of the Company’s shareholder, by resolutions of the Board at least three days prior
to the Third Extended Date, for three additional one-month periods, for an aggregate of three additional months. |
| 2. | Trust
Amendment Proposal: A proposal to approve by the affirmative vote of at least sixty-five
percent (65%) of the issued and outstanding public shares and Founder Shares, voting together
as a single class, the amendment of the Trust Agreement, substantively in the form set forth
in Annex C attached hereto, to (i) reflect the Extension and (ii) allow the Company
to maintain any remaining amount in its Trust Account in an interest bearing demand deposit
account at a bank. |
| 3. | Adjournment
Proposal: A proposal to approve by ordinary resolution the adjournment of the Extraordinary
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 to approve the Extension Proposals
or if we determine that additional time is necessary to effectuate the Extension. The Adjournment
Proposal will only be presented at the Extraordinary Meeting if there are not sufficient
votes for, or otherwise in connection with, the approval of the Extension Proposals. |
What
are the purposes of the proposals?
The purpose of the Extension Amendment Proposal
and the Trust Amendment Proposal is to provide the Company with sufficient time to complete the Business Combination. Our MAA currently
provides that the Company must redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on
deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company
(less taxes payable and up to US$100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding
public shares, if it has not consummated its initial business combination within 24 months from the consummation of the IPO (i.e., March
25, 2023). There is no assurance that the Company will be able to consummate the Business Combination by March 25, 2023, given the actions
that must occur prior to the Closing.
The Company believes that given its expenditure
of time, effort and money on finding a potential business combination and our entry into the Merger Agreement with respect to the Business
Combination, circumstances warrant providing public shareholders an opportunity to consider the Business Combination through the First
Extended Date, i.e. April 25, 2023; to the Second Extended Date, i.e. May 25, 2023, if the Company does not consummate a business combination
by the First Extended Date, and the Board elects to extend the Termination Date to the Second Extended Date; to the Third Extended Date,
i.e. June 25, 2023, if the Company does not consummate a business combination by the Second Extended Date, and the Board elects to extend
the Termination Date to the Third Extended Date; or to the Fourth Extended Date, i.e. July 25, 2023, if the Company does not consummate
a business combination by the Third Extended Date, and the Board elects to extend the Termination Date to the Fourth Extended Date. Accordingly,
we are asking for the Extension to allow us additional time to complete the Business Combination. Even if the Extension is approved,
however, the Company can provide no assurances that the Business Combination will be consummated prior to the applicable Extended Date.
Approval
of each of the Extension Proposals is a condition to the implementation of the Extension. The Board may elect to postpone the Extraordinary
Meeting in its sole discretion up to and until the time of the Extraordinary Meeting, pursuant to Article 23.9 of the MAA.
The
Trust Amendment Proposal is necessary to (i) extend the time period that the Company has to consummate an initial business combination
under the Trust Agreement, because as currently drafted the time period for the Company to consummate an initial business combination
under the Trust Agreement will not be extended automatically to the applicable Extended Date, assuming that the Extension Proposals are
approved by the Company’s shareholders and (ii) allow the Company to maintain any remaining amount in its Trust Account in
an interest bearing demand deposit account at a bank.
The
purpose of the Adjournment Proposal is to allow the Company to adjourn the Extraordinary Meeting to a later date or dates if we determine
that additional time is necessary to permit further solicitation and vote of proxies in the event that there are insufficient votes to
approve the Extension Proposals or if we determine that additional time is necessary to effectuate the Extension. The Adjournment Proposal
will be presented at the Extraordinary Meeting only if there are not sufficient votes to approve the Extension Proposals or if we determine
that additional time is necessary to effectuate the Extension.
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 in connection with the Extension Amendment Proposal, or you elect to redeem your public shares but withdraw such Redemption
Election, subject to the Board’s determination to permit such withdrawal, you will retain the right to vote on the Business Combination
when it is submitted to the public shareholders (provided that you are a shareholder on the record date for a meeting to consider
a business combination) and the right to redeem the public shares then held by you for a pro rata portion of the Trust Account
in the event the Business Combination is approved and completed or the Company has not consummated a business combination by the applicable
Extended Date.
Why
should I vote for the Extension Amendment Proposal?
The Board believes the Company’s shareholders
will benefit from the Company consummating the Business Combination and is proposing the Extension Amendment Proposal to extend the date
by which the Company must complete the Business Combination until the First Extended Date, i.e. April 25, 2023; to the Second Extended
Date, i.e. May 25, 2023, if the Company does not consummate a business combination by the First Extended Date, and the Board elects to
extend the Termination Date to the Second Extended Date; to the Third Extended Date, i.e. June 25, 2023, if the Company does not consummate
a business combination by the Second Extended Date, and the Board elects to extend the Termination Date to the Third Extended Date; or
to the Fourth Extended Date, i.e. July 25, 2023, if the Company does not consummate a business combination by the Third Extended Date,
and the Board elects to extend the Termination Date to the Fourth Extended Date. The Extension would give the shareholders the time to
evaluate the Business Combination and the Company the opportunity to complete the Business Combination, which the Board believes is in
the best interests of the Company and the shareholders.
Our MAA provides that if our shareholders approve
an amendment to our MAA that would modify the substance or timing of the Company’s obligation to redeem the Company’s public
shares if the Company does not complete a business combination before March 25, 2023, the Company will provide our public shareholders
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 earned on the funds held in the Trust Account and not
previously released to the Company to pay its taxes, divided by the number of then issued and outstanding public shares. This MAA provision
was included to protect the Company’s shareholders from having to sustain their investments for an unreasonably long period if
the Company failed to find a suitable business combination in the time frame contemplated by the MAA. The Company believes that given
its expenditure of time, effort and money on finding a potential business combination and our entry into the Merger Agreement with respect
to the Business Combination, circumstances warrant providing public shareholders an opportunity to consider the Business Combination
through the First Extended Date, i.e. April 25, 2023; to the Second Extended Date, i.e. May 25, 2023, if the Company does not consummate
a business combination by the First Extended Date, and the Board elects to extend the Termination Date to the Second Extended Date; to
the Third Extended Date, i.e. June 25, 2023, if the Company does not consummate a business combination by the Second Extended Date, and
the Board elects to extend the Termination Date to the Third Extended Date; or to the Fourth Extended Date, i.e. July 25, 2023, if the
Company does not consummate a business combination by the Third Extended Date, and the Board elects to extend the Termination Date to
the Fourth Extended Date.
Our
MAA provides that if our shareholders approve an amendment to our MAA with respect to any material provisions of the MAA related to shareholders’
rights or pre-initial business combination activity, the Company will provide our public shareholders with the opportunity to redeem
all or a portion of their ordinary shares upon such approval or effectiveness of any such amendment at a per- share price, payable in
cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account
and not previously released to the Company to pay its taxes, divided by the number of then issued and outstanding public shares.
The
Board recommends that you vote in favor of the Extension Amendment Proposal but expresses no opinion as to whether you should redeem
your public shares.
What
amount will public shareholders receive upon consummation of a subsequent business combination or liquidation if the Extension Proposals
are approved?
If the Extension Proposals are approved, (A) for the period from March
25, 2023 until the First Extended Date, the Company shall deposit into the Trust Account the lesser of (a) US$ for each public share
that is not redeemed as of March 25, 2023 and (b) US$ , (B) if the Company does not consummate a business combination by the First
Extended Date and the Board elects to extend the Termination Date from the First Extended Date to the Second Extended Date, for the period
from the First Extended Date to the Second Extended Date, the Company shall deposit into the Trust Account the lesser of (a) US$ for
each public share that is not redeemed as of the First Extended Date and (b) US$ , (C) if the Company does not consummate a business
combination by the Second Extended Date and the Board elects to extend the Termination Date from the Second Extended Date to the Third
Extended Date, for the period from the Second Extended Date to the Third Extended Date, the Company shall deposit into the Trust Account
the lesser of (a) US$ for each public share that is not redeemed as of the Second Extended Date and (b) US$ , and (D) if the
Company does not consummate a business combination by the Third Extended Date and the Board elects to extend the Termination Date from
the Third Extended Date to the Fourth Extended Date, for the period from the Third Extended Date to the Fourth Extended Date, the Company
shall deposit into the Trust Account the lesser of (a) US$ for each public share that is not redeemed as of the Third Extended Date
and (b) US$ , provided that the sum of Contributions shall not exceed the lesser of (a) US$ for each public share that
is not redeemed in connection with the Extraordinary Meeting and (b) US$ .
The First Contribution will be deposited in
the Trust Account on April 1, 2023, being seven calendar days from March 25, 2023. The Second Contribution, if applicable, will be deposited
into the Trust Account on May 2, 2023. The Third Contribution, if applicable, will be deposited into the Trust Account on June 1, 2023.
The Fourth Contribution, if applicable, will be deposited into the Trust Account on July 2, 2023. Each of the Contributions is conditioned
upon the approval of the Extension Proposals and implementation of the Extension. The Contributions will not occur if any of the Extension
Proposals is not approved. The amount of the Contributions will be loaned by the Sponsor to the Company and the loans will not bear interest
and will be repayable by the Company to the Sponsor upon consummation of an initial business combination. The loans will be forgiven
if the Company is unable to consummate an initial business combination except to the extent of any funds held outside of the Trust Account.
If the Company terminates an Additional Extension Period at any time up to the applicable Extended Date, the Company will liquidate and
dissolve in accordance with the MAA, provided that the Company shall have deposited the applicable Contribution for such Additional
Extension Period.
Why
should I vote for the Trust Amendment Proposal?
As
discussed above under “Why should I vote for the Extension Amendment Proposal,” the Board believes that our shareholders
should have an opportunity to evaluate and the Company should have an opportunity to consummate the Business Combination. In addition,
approval of the Trust Amendment Proposal is a condition to the implementation of the Extension Amendment Proposal.
Whether
a public shareholder votes in favor of or against the Extension Proposals or does not vote at all, if the Extension Proposals are approved,
the public shareholder may redeem all or a portion of its public shares for a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released
to the Company to pay its taxes, divided by the number of then issued and outstanding public shares.
In
addition, the Company will, no later than the date that is 24 months following the effective date of the registration statement for its
IPO (the “IPO Registration Statement”), liquidate the U.S. government treasury obligations or money market funds held
in the Trust Account and thereafter maintain the funds in the Trust Account in cash items, which may include interest-bearing demand
deposit accounts at banks. Interest on such deposit account is currently approximately [2.5]% per annum, but such deposit account
carries a variable rate and the Company cannot assure you that such rate will not decrease or increase significantly. Following such
liquidation, the Company may receive minimal interest, if any, on the funds held in the Trust Account, which would reduce the dollar
amount our public shareholders would receive upon any redemption or liquidation of the Company.
If
the Extension Amendment Proposal is not approved, the Trust Amendment Proposal will not be considered at the Extraordinary Meeting.
If
a public shareholder does not elect to redeem its public shares or if it elects to redeem but withdraw its Redemption Election, subject
to the Board’s determination to permit such withdrawal, such public shareholder will retain redemption rights in connection with
future initial business combination the Company may propose, including the Business Combination.
The
Board recommends that you vote in favor of the Trust Amendment Proposal.
Why
should I vote for the Adjournment Proposal?
If
the Adjournment Proposal is presented and not approved by our shareholders, the Board may not be able to adjourn the Extraordinary Meeting
to a later date in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Proposals.
If
presented, the Board recommends that you vote in favor of the Adjournment Proposal.
When
would the Board postpone the Extraordinary Meeting?
The
Board may elect to postpone the Extraordinary Meeting in its sole discretion up to and until the time of the Extraordinary Meeting, pursuant
to Article 23.9 of the MAA. For the duration of
such postponement, to the extent a public shareholder has made the Redemption Election and has tendered or delivered such share certificate(s) (if
applicable) (physically or electronically) and any other redemption documents through the Deposit Withdrawal at Custodian (“DWAC”)
system at DTC, such shareholder will not be able to transfer, assign or sell such shares.
The
redemption of public shares pursuant to the Redemption Elections is subject to the Redemption Limitation (as defined in the MAA), such
that in no event will the Company redeem public shares pursuant to the Redemption Elections (after taking into account any Election Reversals)
if such redemption would cause the Company to have less than US$5,000,001 of net tangible assets following such redemptions.
The
Company requests that public shareholders (i) indicate their intention to make an Election Reversal on their Reversal Commitment
Form and (ii) make Election Reversals.
Notwithstanding
shareholder approval of the Extension Proposals or the number of Redemption Elections (taking into account any Election Reversals) by
our public shareholders, the Board will retain the right to postpone the Extraordinary Meeting at any time and for any reason without
any further action by our shareholders, pursuant to Article 23.9 of the MAA.
How
do the Company insiders intend to vote their shares?
Holders
of the Founder Shares are expected to vote any ordinary shares over which they have voting control (including any public shares owned
by them) in favor of all proposals.
Holders
of the Founder Shares are not entitled to redeem the Founder Shares or any public shares held by them. As of the Record Date, holders
of the Founder Shares in the aggregate are entitled to vote 5,000,000 Founder Shares, which represents 20% of the Company’s issued
and outstanding ordinary shares. Holders of the Founder Shares include our Sponsor, which owns 4,500,000 Founder Shares and our directors
and officers have a direct or indirect economic interest in an aggregate of 4,975,000 Founder Shares. In addition, as of the date of
this proxy statement, the Company has borrowed US$2,000,000 of Working Capital Loans from the Sponsor, which would either be repaid upon
consummation of a business combination, without interest, or, at the Sponsor’s discretion, may be converted into Private Placement
Warrants at a price of US$1.00 per warrant, with each warrant entitling the holder to purchase one Class A Ordinary Share at a price
of US$11.50 per share.
In
addition, subject to Rule 14e-5 of the Exchange Act, during a period when they are not aware of any material nonpublic information
regarding the Company or its securities or otherwise, the Sponsor, the Company’s directors, executive officers, advisors or their
affiliates (the “insiders”) may purchase shares in privately negotiated transactions or in the open market prior to
the Extraordinary Meeting, although they are under no obligation to do so. Any such purchases that are completed after the Record Date
for the Extraordinary Meeting may include a contractual acknowledgment with a selling shareholder that such shareholder, although still
the record holder of our shares, is no longer the beneficial owner thereof and therefore, for so long as it remains the record holder
of the shares in question, will vote in favor of the Extension Proposals and/or will not exercise its redemption rights with respect
to the shares so purchased. The purpose of such share purchases and other transactions would be to increase the likelihood that the proposals
to be voted upon at the Extraordinary Meeting are approved by the requisite number of votes and to reduce the number of public shares
that are redeemed. In the event that such purchases do occur, the purchasers may seek to purchase shares from shareholders that would
otherwise have voted against the Extension Proposals and elected to redeem their shares for a portion of the Trust Account. Any public
shares held by or subsequently purchased by our affiliates may be voted in favor of the Extension Proposals. None of the insiders may
make any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or during a restricted
period under Regulation M under the Exchange Act.
Does
the Board recommend voting for the approval of the Extension Amendment Proposal, the Trust Amendment Proposal and, if presented, the
Adjournment Proposal?
Yes.
After careful consideration of the terms and conditions of the proposals, the Board has determined that the Extension Amendment Proposal,
the Trust Amendment Proposal and, if presented, the Adjournment Proposal are in the best interests of the Company and its shareholders.
The Board unanimously recommends that shareholders vote “FOR” each of the Extension Amendment Proposal, the Trust Amendment
Proposal and, if presented, the Adjournment Proposal.
What
vote is required to adopt the Extension Proposals?
Approval
of the Extension Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of shareholders
holding at least two-thirds (2/3) of the Company’s ordinary shares entitled to vote and which are voted on such resolution (in
person (including virtually) or by proxy) at the Extraordinary Meeting at which a quorum is present.
Approval
of the Trust Amendment Proposal requires the affirmative vote of at least sixty-five percent (65%) of the Company’s issued and
outstanding ordinary shares, voting together as a single class.
If
the Extension Amendment Proposal and the Trust Amendment Proposal are approved, any public shareholder may 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 earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, as of two business
days prior to such approval, divided by the number of then issued and outstanding public shares. The Board may elect to postpone the
Extraordinary Meeting in its sole discretion up to and until the time of the Extraordinary Meeting, pursuant to Article 23.9 of
the MAA.
In
no event will the Company proceed with the Extension if the Redemption Elections (after taking into account any Election Reversals) of
our public shares would cause the Company to have less than US$5,000,001 of net tangible assets following approval of the Extension Proposals.
What
vote is required to adopt the Adjournment Proposal?
If
presented, approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote
of the holders of a majority of the Company’s ordinary shares entitled to vote and which are voted on such resolution (in person
(including virtually) or by proxy) at the Extraordinary Meeting at which a quorum is present.
What
happens if I sell my public shares or units before the Extraordinary Meeting?
The
Record Date is earlier than the date of the Extraordinary Meeting. If you transfer your public shares, including those shares held as
a constituent part of our units, after the Record Date, but before the Extraordinary Meeting, unless the transferee obtains from you
a proxy to vote those shares, you will retain your right to vote at the Extraordinary Meeting. If you transfer your public shares prior
to the Record Date, you will have no right to vote those shares at the Extraordinary Meeting. If you acquire your public shares after
the Record Date, you will still have an opportunity to redeem them if you so decide.
What
if I don’t want a proposal to be approved?
If
you do not want a proposal to be approved, you must vote against the proposal. Abstentions will be counted in connection with the determination
of whether a valid quorum is established for the Extraordinary Meeting but will have no effect on the outcome of the proposals. If the
Extension Proposals are approved, and the Extension is implemented, then the Withdrawal Amount will be withdrawn from the Trust Account
and paid to the redeeming public shareholders.
Will
you seek any further extensions to liquidate the Trust Account?
Other
than the Extension as described in this proxy statement, the Company has not determined whether it may seek any further extension to
consummate the Business Combination, although it may determine to do so in the future. In the event that the Company determines to seek
a further extension, the Company would be required to obtain the votes of two-thirds (2/3) of the Company’s public shares and Founder
Shares, voting together as a single class, issued and outstanding as of the applicable record date, and if such extension request is
approved, holders of public shares as of the applicable record date may elect to redeem all or a portion of their public shares for a
per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the
funds held in the Trust Account and not previously released to the Company to pay its taxes, as of two business days prior to such approval,
divided by the number of then issued and outstanding public shares.
What
happens if one of the Extension Proposals is not approved?
If any of the Extension Proposals is not approved
and the Company has not consummated an initial business combination before March 25, 2023, the Company will (i) cease all operations
except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem
the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including
interest earned on the funds held in the Trust Account and not previously released to the Company (less taxes payable and up to US$100,000
of interest to pay dissolution expenses), divided by the number of then issued and outstanding public shares, which redemption will completely
extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any),
subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining
shareholders and the Board, liquidate and dissolve, subject to our obligations under Cayman Islands law to provide for claims of creditors
and other requirements of applicable law. There will be no redemption rights or liquidating distributions with respect to our Warrants,
which will expire worthless if we fail to complete an initial business combination before March 25, 2023.
Holders
of the Founder Shares have agreed to waive their redemption rights with respect to their Founder Shares and public shares, if any, in
connection with a shareholder vote to approve an amendment to the MAA. There will be no distribution from the Trust Account with respect
to our Warrants, which will expire worthless in the event we wind up.
If
the Extension Proposals are approved, what happens next?
On
September 30, 2022 (Hong Kong Time), we entered into the Merger Agreement with respect to the Business Combination. We are seeking
the Extension to provide time and opportunity for our shareholders to evaluate and for us to complete the Business Combination. Our efforts
to complete the Business Combination will involve, among other things:
| · | working with ASIG to prepare and file the registration statement on
Form F-4, or other appropriate form (including any pre-effective or post-effective amendments or supplements thereto, and the proxy
statements/prospectus included therein) with the SEC in connection with the Business Combination; |
| · | establishing
a meeting date and record date for an extraordinary general meeting for considering the Business
Combination, and distributing proxy materials to shareholders; |
| · | attempting
to ensure that the conditions to the Closing are satisfied; and |
| · | holding
an extraordinary meeting to consider the Business Combination. |
We
are seeking approval of the Extension Proposals because we may not be able to complete all the tasks prior to March 25, 2023.
If the Extension Proposals are approved, we expect to seek shareholder approval of the Business Combination. If shareholders approve
the Business Combination, we expect to consummate the Business Combination as soon as practicable following such shareholder approval.
The Company can provide no assurances, however, that the Business Combination will be consummated prior to the First Extended Date, i.e.
April 25, 2023; the Second Extended Date, i.e. May 25, 2023, if the Company does not consummate a business combination by the First Extended
Date, and the Board elects to extend the Termination Date to the Second Extended Date; the Third Extended Date, i.e. June 25, 2023, if
the Company does not consummate a business combination by the Second Extended Date, and the Board elects to extend the Termination Date
to the Third Extended Date; or the Fourth Extended Date, i.e. July 25, 2023, if the Company does not consummate a business combination
by the Third Extended Date, and the Board elects to extend the Termination Date to the Fourth Extended Date.
If
the Extension Proposals are approved, the Company will file the amendment to the MAA with the Registrar of Companies in the Cayman Islands
in accordance with Cayman Islands law, such amendment being in the form set forth in Annex B hereto and execute an amended and restated
Trust Agreement in the form of Annex C hereto. The Company will remain a reporting company under the Exchange Act, and its units, public
shares, and public warrants will remain publicly traded.
If
the Extension Proposals are 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 the Company’s ordinary shares held by the holders of Founder Shares through
the Founder Shares.
If
I do not redeem my shares now, would I still be able to vote on the Business Combination and exercise my redemption rights with respect
to the Business Combination?
Yes.
If you do not redeem your shares in connection with the Extension Amendment Proposal, or if you elect to redeem your shares but withdraw
such Redemption Election, subject to the Board’s determination to permit such withdrawal, then, assuming you are a shareholder
as of the record date for voting on the Business Combination, you will be able to vote on the Business Combination when it is submitted
to shareholders. You will also retain your right to redeem the public shares then held by you upon consummation of the Business Combination,
subject to any limitations set forth in the MAA, as amended.
When
and where is the Extraordinary Meeting?
For
the purposes of Cayman Islands law and the MAA, the physical location of the Extraordinary Meeting shall be at the offices of White &
Case LLP at 1221 Avenue of the Americas, New York, New York 10020, or you or your proxyholder will be able to attend and vote at the
Extraordinary Meeting online by visiting https://www.cstproxy.com/magnumopusacquisition/2023 and using a control number assigned
by Continental. To register and receive access to the Extraordinary Meeting, registered shareholders and beneficial shareholders (those
holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable
to them.
How
do I attend the virtual Extraordinary Meeting, and will I be able to ask questions?
If
you are a registered shareholder, you received a proxy card from the Company’s transfer agent. The form contains instructions on
how to attend the virtual Extraordinary Meeting including the URL address, along with your control number. You will need your control
number for access. If you do not have your control number, please contact the transfer agent at the phone number or email address below.
The transfer agent support contact information is as follows: (917) 262-2373, and email proxy@continentalstock.com.
Beneficial
holders that own their investments through a bank or broker will need to contact the transfer agent to receive a control number. If you
plan to vote at the Extraordinary Meeting, you will need to have a legal proxy from your bank or broker or if you would like to join
and not vote, the transfer agent will issue you a guest control number with proof of ownership. Either way you must contact the transfer
agent at the number or email address above for specific instructions on how to receive the control number. Please allow up to 72 hours
prior to the Extraordinary Meeting for processing your control number.
If
you do not have internet capabilities, you can listen only to the Extraordinary Meeting by dialing +1 800-450-7155 (toll-free within
the United States and Canada), or : +1 857-999-9155 (standard rates apply outside the United States and Canada); when prompted enter
the pin number 3917973#. This is listen-only; you will not be able to vote or enter questions during the Extraordinary Meeting.
How
do I vote?
If
you are a holder of record of Company’s ordinary shares, including those shares held as a constituent part of our units, you may
vote either in person (including virtually) at the Extraordinary Meeting or by submitting a proxy for the Extraordinary Meeting. Whether
or not you plan to attend the Extraordinary Meeting, the Company urges 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 Extraordinary Meeting and vote in person (including virtually) if you have already voted by proxy.
If
your shares, including those shares held as a constituent part of our units, 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 Extraordinary Meeting. However, since you are not the shareholder of record, you may not vote your shares in person (including virtually)
at the Extraordinary Meeting unless you request and obtain a valid proxy from your broker or other agent.
How
do I change my vote?
If
you have submitted a proxy to vote your shares and wish to change your vote, you may do so by delivering a later-dated, signed proxy
card prior to the date of the Extraordinary Meeting or by voting in person (including virtually) at the Extraordinary Meeting. Attendance
at the Extraordinary Meeting alone will not change your vote. You also may revoke your proxy by sending a notice of revocation to the
Company, at Unit 1009, ICBC Tower, Three Garden Road, Central, Hong Kong.
How
are votes counted?
Votes
will be counted by the inspector of election appointed for the Extraordinary Meeting, who will separately count “FOR” and
“AGAINST” votes, abstentions and broker non-votes.
The
approval of Extension Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of shareholders
holding at least two-thirds (2/3) of the Company’s ordinary shares entitled to vote and which are voted on such resolution (in
person (including virtually) or by proxy) at the Extraordinary Meeting at which a quorum is presented. The approval of the Trust Amendment
Proposal requires the affirmative vote of at least sixty-five percent (65%) of the Company’s issued and outstanding public shares
and Founder Shares outstanding on the Record Date, voting together as a single class. 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 Extension Proposals.
Approval
of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a
majority of the Company’s ordinary shares entitled to vote and which are voted on such resolution (in person (including virtually)
or by proxy) at the Extraordinary Meeting at which a quorum is present. 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 governing banks and brokers who submit a proxy card with respect to shares held in street name, such banks and brokers
have the discretion to vote on routine matters, but not on non- routine matters. It is expected that all proposals to be voted on at
the Extraordinary Meeting will be treated as “non-routine” matters and therefore, we do not expect there to be any broker
non-votes at the Extraordinary Meeting.
Your
bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your bank,
broker or other nominee 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 shareholders is necessary to hold a valid extraordinary general meeting of the Company. A quorum will be present if the holders
of at least a majority of the issued and outstanding shares of the Company on the Record Date, including those shares held as a constituent
part of our units, are represented in person (including virtually) or by proxy at the Extraordinary Meeting.
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 in person (including virtually) at the Extraordinary Meeting. Because all of the proposals to be voted
on at the Extraordinary Meeting are expected to be treated as “non-routine” matters, banks, brokers and other nominees will
not have authority to vote on any proposals unless instructed, so we do not expect there to be any broker non-votes at the Extraordinary
Meeting. If there is no quorum, the presiding officer of the Extraordinary Meeting may adjourn the Extraordinary Meeting to another date.
Who
can vote at the Extraordinary Meeting?
Only
holders of record of the Company’s ordinary shares, including those shares held as a constituent part of our units, at the close
of business on , 2023, are entitled to have their vote counted at the Extraordinary Meeting and any adjournments or postponements
thereof. As of the Record Date, 20,000,000 public shares and 5,000,000 Founder Shares were issued and outstanding and entitled to vote.
As of the Record Date for the Extraordinary Meeting, 12,500,001 public shares would be required to achieve a quorum.
Shareholder
of Record: Shares Registered in Your Name. If on the Record Date your shares were registered directly in your name with the Company’s
transfer agent, then you are a shareholder of record. As a shareholder of record, you may vote in person (including virtually) at the
Extraordinary Meeting or vote by proxy. Whether or not you plan to attend the Extraordinary Meeting in person (including virtually),
the Company urges 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 or units 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 Extraordinary
Meeting in person (including virtually). However, since you are not the shareholder of record, you may not vote your shares in person
(including virtually) at the Extraordinary Meeting unless you request and obtain a valid proxy from your broker or other agent.
What
interests do the Company’s Sponsor, directors and executive officers have in the approval of the Extension Amendment Proposal?
The
Company’s Sponsor, directors and executive officers have interests in the Extension Amendment Proposal that may be different from,
or in addition to, your interests as a shareholder. These interests include ownership by them or their affiliates of Founder Shares,
Private Placement Warrants that may become exercisable in the future, loans by them that will not be repaid in the event of our winding
up and the possibility of future compensatory arrangements. For detailed discussions, see “ The Extension Proposals —
Interests of the Company’s Sponsor, Directors and Executive Officers.”
What
if I object to the Extension Amendment Proposal, the Trust Amendment Proposal and/or the Adjournment Proposal? Do I have appraisal rights?
Shareholders
do not have appraisal rights in connection with either the Extension Amendment Proposal, the Trust Amendment Proposal or, if presented,
the Adjournment Proposal under Cayman Islands law.
What
happens to the Company’s Warrants if one of the Extension Proposals is not approved?
If any of the Extension Proposals is not approved
and the Company has not consummated an initial business combination before March 25, 2023, the Company will (i) cease all operations
except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem
the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including
interest earned on the funds held in the Trust Account and not previously released to the Company (less taxes payable and up to US$100,000
of interest to pay dissolution expenses), divided by the number of then issued and outstanding public shares, which redemption will completely
extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any),
subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining
shareholders and the Board, liquidate and dissolve, subject to our obligations under Cayman Islands law to provide for claims of creditors
and other requirements of applicable law. There will be no distribution from the Trust Account with respect to our Warrants, which will
expire worthless in the event the Company winds up.
What
happens to the Company Warrants if the Extension Proposals are approved?
If the Extension Proposals are approved, the
Company will continue its efforts to consummate a business combination until the First Extended Date, i.e. April 25, 2023; the Second
Extended Date, i.e. May 25, 2023, if the Company does not consummate a business combination by the First Extended Date, and the Board
elects to extend the Termination Date to the Second Extended Date; the Third Extended Date, i.e. June 25, 2023, if the Company does not
consummate a business combination by the Second Extended Date, and the Board elects to extend the Termination Date to the Third Extended
Date; or the Fourth Extended Date, i.e. July 25, 2023, if the Company does not consummate a business combination by the Third Extended
Date, and the Board elects to extend the Termination Date to the Fourth Extended Date and will retain the blank check company restrictions
previously applicable to it. The Warrants will remain outstanding in accordance with their terms.
How
are the funds in the Trust Account currently being held?
The
funds in the Trust Account are currently invested only in U.S. government treasury obligations with a maturity of 185 days or less or
in certain money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the
“Investment Company Act”) which invest only in direct U.S. government treasury obligations.
On March 30, 2022, the SEC issued proposed rules
(the “SPAC Rule Proposals”) relating, among other matters, to the circumstances in which special purpose acquisition
companies (“SPACs”) such as us could potentially be subjected 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 the company to file a Current Report on Form 8-K
with the SEC announcing that it has entered into an agreement with the target company (or companies) to engage in an initial business
combination no later than 18 months after the effective date of its registration statement for its initial public offering. 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 us, 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. Our IPO Registration Statement became effective on March 22, 2022 and the Merger Agreement was entered
into on September 30, 2022, which exceeds the 18-months threshold, and we have not completed our initial business combination within
24 months after the effective date of the IPO Registration Statement. As a result, it is possible that a claim could be made that we
have been operating as an unregistered investment company.
If
we are deemed to be an investment company for purposes of the Investment Company Act, our activities would be severely restricted. In
addition, we would be subject to additional burdensome regulatory requirements and expenses for which we have not allotted funds. As
a result, unless the Company is able to modify its activities so that we would not be deemed an investment company under the Investment
Company Act, we may abandon our efforts to consummate a business combination and instead liquidate the Company. If we are required to
liquidate the Company, our investors would not be able to realize the benefits of owning shares or investing in a successor operating
business, including the potential appreciation in the value of our shares and warrants following such a transaction, and our warrants
would expire worthless.
In order to mitigate the risk of being viewed
as operating an unregistered investment company, the Company will, no later than the date that is 24 months following the effective date
of the IPO Registration Statement (i.e. March 22, 2023), 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 interest bearing demand deposit accounts at banks, until the
earlier of consummation of an initial business combination and liquidation of the Company.
How
do I redeem my public shares?
If the Extension Amendment Proposal is approved
or the Extension is implemented, each public shareholder 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 earned on the funds held in the
Trust Account and not previously released to the Company to pay its taxes, as of two business days prior to the approval of the Extension,
divided by the number of then issued and outstanding public shares. You will also be able to redeem your public shares in connection
with any shareholder vote to approve a business combination, or if the Company has not consummated a business combination by the First
Extended Date, i.e. April 25, 2023; the Second Extended Date, i.e. May 25, 2023, if the Company does not consummate a business combination
by the First Extended Date, and the Board elects to extend the Termination Date to the Second Extended Date; the Third Extended Date,
i.e. June 25, 2023, if the Company does not consummate a business combination by the Second Extended Date, and the Board elects to extend
the Termination Date to the Third Extended Date; or the Fourth Extended Date, i.e. July 25, 2023, if the Company does not consummate
a business combination by the Third Extended Date, and the Board elects to extend the Termination Date to the Fourth Extended Date.
Pursuant
to our MAA, a public shareholder may request that the Company redeem all or a portion of such public shareholder’s shares for cash
if the Extension Amendment Proposal is approved. You will be entitled to receive cash for any public shares to be redeemed only if you:
| (1) | (a) hold
public shares or (b) hold public shares through units and you elect to separate your
units into the underlying public shares and public warrants prior to exercising your redemption
rights with respect to the public shares; and |
| (2) | prior
to 5:00 p.m. Eastern Time, on , 2023 (two business days prior
to the scheduled vote at the Extraordinary Meeting), (a) submit a written request, including the name, phone number, and address of the
beneficial owner of the shares for which redemption is requested, to the Company’s transfer agent, at Continental Stock Transfer
& Trust Company, 1 State Street, 30th Floor, New York, New York 10004, Attn: Mark Zimkind (email: mzimkind@continentalstock.com),
that the Company redeem your public shares for cash and (b) deliver your public shares to the transfer agent, physically or electronically
through DTC. |
Holders
of units must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to
the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that
they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its
own name, the holder must contact the transfer agent directly and instruct it to do so. Public shareholders may elect to redeem all
or a portion of their public shares regardless of whether they vote for or against the Extension Amendment Proposal and regardless of
whether they hold public shares on the Record Date.
If
you hold your shares through a bank or broker, you must ensure your bank or broker complies with the requirements identified herein,
including submitting a written request that your shares be redeemed for cash to the transfer agent and delivering your shares to the
transfer agent prior to 5:00 p.m. Eastern Time, on , 2023 (two business days before the scheduled vote at the Extraordinary
Meeting). You will only be entitled to receive cash in connection with a redemption of these shares if you continue to hold them until
the date of implementation of the Extension.
Through
DTC’s DWAC system, this electronic delivery process can be accomplished by the shareholder, 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. Tendering or delivering share certificates physically (if any) may take significantly longer. In order to obtain
a physical share certificate, a shareholder’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 redemption process and the act
of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker
US$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 shareholders 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 share certificate.
Such shareholders will have less time to make their investment decision than those shareholders that deliver their shares through the
DWAC system. Shareholders that request physical share 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.
Share
certificates that have not been tendered or delivered in accordance with these procedures prior to the vote on the Extension Amendment
Proposal will not be redeemed for cash held in the Trust Account. In the event that a public shareholder tenders its shares and decides
prior to the vote at the Extraordinary Meeting that it does not want to redeem its shares, the shareholder may withdraw the tender immediately
following the deadline to make a Redemption Election. If you delivered your share certificate(s) (if applicable) for redemption
to our transfer agent and decide prior to the vote at the Extraordinary 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. For additional information, see “How do I make an Election Reversal with respect to my public shares?”
In the event that a public shareholder tenders shares and any of the Extension Proposals is not approved, these shares will not be redeemed
and the physical certificates representing these shares will be returned to the shareholder promptly following the determination that
any of the Extension Proposals will not be approved. The Company anticipates that a public shareholder that 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. The transfer agent will hold the certificates of public shareholders that make the Redemption
Election until such shares are redeemed for cash or returned to such shareholders.
If
I am a unit holder, can I exercise redemption rights with respect to my units?
No. Holders
of outstanding units must separate the underlying public shares and public warrants prior to exercising redemption rights with respect
to the public shares.
If
you hold units registered in your own name, you must deliver the certificate for such units to our transfer agent with written instructions
to separate such units into public shares and public warrants. This must be completed far enough in advance to permit the mailing of
the public share certificates back to you (if applicable) so that you may then exercise your redemption rights upon the separation of
the public shares from the units. See “How do I redeem my public shares?” above.
How
do I make an Election Reversal with respect to my public shares?
The Board may elect to postpone the Extraordinary
Meeting in its sole discretion up to and until the time of the Extraordinary Meeting, pursuant to Article 23.9 of the MAA. The redemption
of public shares pursuant to the Redemption Elections is subject to the Redemption Limitation (as defined in the MAA), such that in no
event will the Company redeem public shares pursuant to the Redemption Elections (after taking into account any Election Reversals) if
such redemption would cause the Company to have less than US$5,000,001 of net tangible assets following such redemptions. Prior to the
deadline to make a Redemption Election (which is 5:00 p.m. Eastern Time on , 2023, the date that is two business days prior to
the scheduled vote at the Extraordinary Meeting), public shareholders that desire to indicate their intention to make an Election Reversal
should indicate such intention in the Reversal Commitment Form accompanying this proxy statement as Annex A, which should be submitted
to the transfer agent. Such Reversal Commitment Form should contain the public shareholder’s legal name, phone number and address
of the beneficial owner of the shares for which the Election Reversal is committed.
Immediately following the deadline to make a
Redemption Election (which is 5:00 p.m. Eastern Time on , 2023, the date that is two business days prior to the scheduled vote
at the Extraordinary Meeting) and before the Extraordinary Meeting, a public shareholder that desires to withdraw its Redemption Election
may effectuate an Election Reversal. In order to effectuate an Election Reversal, you must request that our transfer agent return the
shares (physically or electronically) as soon as possible after the deadline to make a Redemption Election. Such written request shall
include your legal name, phone number and address of the beneficial owner of the shares for which reversal is requested. If you hold
the shares in street name, you will need to instruct the account executive at your bank or broker to request reversal of the tender from
the transfer agent.
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 ordinary shares.
Who
is paying for this proxy solicitation?
The
Company is responsible for the costs and expenses in connection with the Extension, including the entire cost of soliciting proxies.
The Company has engaged Morrow Sodali LLC (“Morrow Sodali”) to assist in the solicitation of proxies for the Extraordinary
Meeting. The Company has agreed to pay Morrow Sodali a fee of US$30,000 plus associated disbursements. The Company will also reimburse
Morrow Sodali for reasonable and customary out-of-pocket expenses. In addition to these mailed proxy materials, our directors and executive
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. The Company may also reimburse brokerage firms, banks and other agents for the cost of forwarding
proxy materials to beneficial owners.
Where
do I find the voting results of the Extraordinary Meeting?
We
will announce preliminary voting results at the Extraordinary Meeting. The final voting results will be tallied by the inspector of election
and published in the Company’s Current Report on Form 8-K, which the Company is required to file with the SEC within four
business days following the Extraordinary Meeting.
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 the Company’s proxy solicitor at:
Morrow
Sodali LLC
333 Ludlow Street, 5th Floor, South Tower
Stamford, CT 06902
Individuals call toll-free (800) 662-5200
Banks and brokers call (203) 658-9400
Email: OPA.info@investor.morrowsodali.com
If
you have questions regarding the certification of your position or delivery of your ordinary shares, please contact the Company’s
transfer agent at:
Continental
Stock Transfer & Trust Company
1 State Street 30th Floor
New York, New York 10004
Attention: Mark Zimkind
Email: mzimkind@continentalstock.com
You
may also contact the Company at:
Magnum
Opus Acquisition Limited
Unit 1009, ICBC Tower,
Three Garden Road,
Central, Hong Kong
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.”
Risk
Factors
You
should consider carefully all of the risks described in (i) Annual Report on Form 10-K for the fiscal year ended December 31,
2021 filed with the SEC on March 30, 2022, (ii) Quarterly Report on Form 10-Q for the quarterly period ended March 31,
2022 filed with the SEC on May 12, 2022, (iii) Quarterly Report on Form 10-Q for the quarterly period ended June 30,
2022 filed with the SEC on October 14, 2022, and (iv) Form 10-Q for the quarter ended September 30, 2022 filed with
the SEC on November 14, 2022, and in other reports we file with the SEC before making a decision with respect to 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 an initial business combination.
Approving the Extension involves a number of
risks. Even if the Extension is approved, the Company can provide no assurances that an initial business combination will be consummated
prior to the First Extended Date, i.e. April 25, 2023; the Second Extended Date, i.e. May 25, 2023, if the Company does not consummate
a business combination by the First Extended Date, and the Board elects to extend the Termination Date to the Second Extended Date; the
Third Extended Date, i.e. June 25, 2023, if the Company does not consummate a business combination by the Second Extended Date, and the
Board elects to extend the Termination Date to the Third Extended Date; or the Fourth Extended Date, i.e. July 25, 2023, if the Company
does not consummate a business combination by the Third Extended Date, and the Board elects to extend the Termination Date to the Fourth
Extended Date. Our ability to consummate any initial business combination, including the 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 shareholder approval of the
Business Combination. We are required to offer shareholders the opportunity to redeem shares in connection with the Extension Amendment
Proposal, and we will be required to offer shareholders redemption rights again in connection with any shareholder vote to approve the
Business Combination. Even if the Extension or the Business Combination are approved by our shareholders, it is possible that redemptions
will leave us with insufficient cash to consummate an initial 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 shareholders 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 shareholders
will be able to dispose of our shares at favorable prices, or at all.
The
initial business combination may be delayed or ultimately prohibited since such business combination may be subject to regulatory review
and approval requirements, including pursuant to foreign investment regulations and review by governmental entities such as the Committee
on Foreign Investment in the United States (“CFIUS”).
Certain
investments that involve, directly or indirectly, the acquisition of, or investment in, a U.S. business by a non-U.S. investor may be
subject to review and approval by CFIUS. Whether CFIUS has jurisdiction to review an acquisition or investment transaction depends on,
among other factors, the nature and structure of the transaction, including the level of beneficial ownership interest and the nature
of any information or governance rights involved. For example, investments that result in “control” of a U.S. business by
a foreign person always are subject to CFIUS jurisdiction. Significant CFIUS reform legislation, which was fully implemented through
regulations that became effective on February 13, 2020, expanded the scope of CFIUS’ jurisdiction to investments that do not
result in control of a U.S. business by a foreign person but afford certain foreign investors certain information or governance rights
in a U.S. business that has a nexus to “critical technologies,” certain “critical infrastructure” and/or “sensitive
personal data.”
If
a potential initial business combination falls within CFIUS’ jurisdiction, the parties may be required to make a mandatory filing
or determine to submit a voluntary notice to CFIUS, or to proceed with the initial business combination without notifying CFIUS and risk
CFIUS intervention, before or after closing the initial business combination. The Sponsor, Magnum Opus Holdings LLC, is a Cayman Islands
limited liability company whose sole member is Magnum Opus Sponsors LLC, a Cayman Islands limited liability company controlled by Jonathan
Lin, our principal executive officer and director. Jonathan Lin is a foreign person under the CFIUS regulations. The capital contributions
made to the Sponsor are also from foreign persons, including from Jonathan Lin and a minority member of Magnum Opus Sponsors LLC. Except
as disclosed herein, the Sponsor has no other substantial ties with a non-U.S. person. While ASIG and Magnum Opus do not believe that
the Business Combination would be subject to the jurisdiction of CFIUS because, post-closing, neither Magnum Opus nor its investors will
have any rights that trigger CFIUS’ jurisdiction (under 31 C.F.R. 800.208, 211), if CFIUS decides to make an inquiry regarding
the Business Combination and determines that it has jurisdiction over the Business Combination, CFIUS may decide to block or delay the
Business Combination, impose conditions to mitigate national security concerns with respect to such business combination or order it
to divest all or a portion of a U.S. business of the combined company if it had proceeded without first obtaining CFIUS clearance. The
likelihood of a CFIUS inquiry concerning a potential business combination transaction generally tends to be higher if one or more “control”
persons of a sponsor is from Hong Kong or mainland China, as is the case with Magnum Opus; Mr. Lin is a citizen of Canada and permanent
resident of Hong Kong.
The
process of government review, whether by CFIUS or otherwise, could be lengthy. Because Magnum Opus has only a limited time to complete
its initial business combination, its failure to obtain any required approvals within the requisite time period may require it to liquidate.
If Magnum Opus liquidates, its public shareholders may only receive the redemption value per share, and its Warrants will expire worthless.
This will also cause investors to lose any potential investment opportunity in a target company and the chance of realizing future gains
on Magnum Opus shareholders’ investment through any price appreciation in the combined company.
If
we are deemed to be an investment company for purposes of the Investment Company Act, we would be required to institute burdensome compliance
requirements and our activities would be severely restricted and, as a result, we may abandon our efforts to consummate a business combination,
including the Business Combination, and liquidate the Company.
On March 30, 2022, the SEC issued the SPAC Rule
Proposals relating, among other matters, to the circumstances in which SPACs such as us could potentially be subjected 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 the company
to file a Current Report on Form 8-K with the SEC announcing that it has entered into an agreement with the target company (or companies)
to engage in an initial business combination no later than 18 months after the effective date of its registration statement for its initial
public offering. 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 us, 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. Our IPO Registration Statement became effective on March 22, 2022 and the Merger Agreement was entered into
on September 30, 2022, which exceeds the 18-months threshold, and we have not completed our initial business combination within 24 months
after the effective date of the IPO Registration Statement. As a result, it is possible that a claim could be made that we have been operating
as an unregistered investment company.
If we are deemed to be an investment company
for purposes of the Investment Company Act, our activities would be severely restricted. In addition, we would be subject to additional
burdensome regulatory requirements and expenses for which we have not allotted funds. As a result, unless the Company is able to modify
its activities so that we would not be deemed an investment company under the Investment Company Act, we may abandon our efforts to consummate
a business combination and instead liquidate the Company. If we are required to liquidate the Company, our investors would not be able
to realize the benefits of owning shares or investing in a successor operating business, including the potential appreciation in the value
of our shares and warrants following such a transaction, and our warrants would expire worthless.
In order to mitigate the risk of being viewed
as operating an unregistered investment company, the Company will, no later than the date that is 24 months following the effective date
of the IPO Registration Statement (i.e. March 22, 2023), 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 interest bearing demand deposit accounts at banks, until the
earlier of consummation of an initial business combination and liquidation of the Company.
If
we instruct the trustee to liquidate the securities held in the Trust Account and instead to hold the funds in the Trust Account in cash
item, which may include interest bearing demand deposit accounts at banks until the earlier of the consummation of an initial business
combination or our liquidation, we may be able to mitigate the risk that we could be deemed to be an investment company for purposes
of the Investment Company Act. Following the liquidation of securities in the Trust Account, we would likely receive minimal interest,
if any, on the funds held in the Trust Account, which would reduce the dollar amount the public shareholders would receive upon any redemption
or liquidation of the Company.
The funds in the Trust Account have, since
the 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 be an unregistered investment company (including under the subjective test
of Section 3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment Company Act, the Company
may, at any time, prior to the date that is 24 months following the effective date of the IPO Registration Statement (i.e. March 22,
2023), instruct 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 interest
bearing demand deposit accounts at banks, until the earlier of consummation of an initial business combination or liquidation of the
Company. Interest on an interest bearing deposit account is currently approximately [2.5]% per annum, but such deposit account
carries a variable rate and the Company cannot assure you that such rate will not decrease or increase significantly.
However,
interest previously earned on the funds held in the Trust Account still may be released to us to pay our taxes, if any, and certain other
expenses as permitted. Following any decision to liquidate the securities held in the Trust Account and thereafter to hold all funds
in the Trust Account in cash items, which may include interest bearing demand deposit accounts at banks, the Company may receive minimal
interest, if interest rates decrease significantly, which, would reduce the dollar amount the public shareholders would receive upon
any redemption or liquidation of the Company.
In addition, even prior to the 24-month anniversary
of the effective date of the 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 securities or in money market funds invested exclusively in such securities, even
prior to the 24-month anniversary, there is a greater risk that we may be considered an unregistered investment company, in which case
we may be required to liquidate.
The
Extraordinary Meeting
Date,
Time, Place and Purpose of the Extraordinary Meeting
The
Extraordinary Meeting will be held at Eastern Time, on , 2023. For the purposes of Cayman Islands law and the MAA,
the physical location of the Extraordinary Meeting shall be at the offices of White & Case LLP at 1221 Avenue of the Americas,
New York, New York 10020, or you or your proxyholder will be able to attend and vote at the Extraordinary Meeting online by visiting
https://www.cstproxy.com/magnumopusacquisition/2023 and using a control number assigned by Continental. To register and receive
access to the Extraordinary Meeting, registered shareholders and beneficial shareholders (those holding shares through a stock brokerage
account or by a bank or other holder of record) will need to follow the instructions applicable to them. At the Extraordinary Meeting,
the shareholders will consider and vote upon the following proposals.
| 1. | Extension
Amendment Proposal: A proposal by special resolution to amend Articles 51.7 and 51.8 of the
MAA, in the form set forth in Annex B attached hereto, to extend the date by which the Company must (i) consummate a business combination,
or (ii) cease its operations except for the purpose of winding up if it fails to complete such business combination and redeem or repurchase
100% of the Company’s public shares included as part of the units sold in the IPO, from March 25, 2023 to the First Extended Date;
and if the Company does not consummate a business combination by the First Extended Date, to the Second Extended Date, without the need
for any further approval of the Company’s shareholder, by resolutions of the Board at least three days prior to the First Extended
Date; if the Company does not consummate a business combination by the Second Extended Date, to the Third Extended Date, without the need
for any further approval of the Company’s shareholder, by resolutions of the Board at least three days prior to the Second Extended
Date; and if the Company does not consummate a business combination by the Third Extended Date, to the Fourth Extended Date, without the
need for any further approval of the Company’s shareholder, by resolutions of the Board at least three days prior to the Third Extended
Date, for three additional one-month periods, for an aggregate of three additional months. |
| 2. | Trust
Amendment Proposal: A proposal to approve by the affirmative vote of at least sixty-five
percent (65%) of the issued and outstanding public shares and Founder Shares, voting together
as a single class, the amendment of the Trust Agreement, substantively in the form set forth
in Annex C attached hereto, to (i) reflect the Extension and (ii) allow the Company
to maintain any remaining amount in its Trust Account in an interest bearing demand deposit
account at a bank. |
| 3. | Adjournment
Proposal: A proposal to approve the adjournment of the Extraordinary 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 to approve the Extension Proposals or if we determine that additional
time is necessary to effectuate the Extension. The Adjournment Proposal will only be presented
at the Extraordinary Meeting if there are not sufficient votes for, or otherwise in connection
with, the approval of the Extension Proposals. |
Voting
Power; Record Date
You
will be entitled to vote or direct votes to be cast at the Extraordinary Meeting if you owned our ordinary shares, including as a constituent
part of a unit, at the close of business on , 2023, the Record Date for the Extraordinary Meeting. You will have one vote per
share for each ordinary share you owned at that time. Our Warrants do not carry voting rights.
At
the close of business on the Record Date, there were 20,000,000 public shares and 5,000,000 Founder Shares issued and outstanding, each
of which entitles its holder to cast one vote per share.
Votes
Required
Approval
of the Extension Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of shareholders
holding at least two-thirds (2/3) of the Company’s ordinary shares entitled to vote and which are voted on such resolution (in
person (including virtually) or by proxy) at the Extraordinary Meeting at which a quorum is present.
Approval
of the Trust Amendment Proposal requires the affirmative vote of at least sixty-five percent (65%) of the issued and outstanding public
shares and Founder Shares, voting together as a single class.
Approval
of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a
majority of the Company’s ordinary shares entitled to vote and which are voted on such resolution (in person (including virtually)
or by proxy) at the Extraordinary Meeting at which a quorum is present.
Abstentions
will be counted in connection with the determination of whether a valid quorum is established for the Extraordinary Meeting but will
have no effect on the outcome of the Extension Proposals.
If
you do not want any of the Extension Amendment Proposal and the Trust Amendment Proposal to be approved, you must vote against the Extension
Proposals. The Company anticipates that a public shareholder that 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.
If
you do not want the Adjournment Proposal to be approved, you must vote against the 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.
Voting
You
can vote your shares at the Extraordinary Meeting in person, by proxy, or virtually.
You
can vote by proxy by having one or more individuals who will be at the Extraordinary Meeting vote your shares for you. These individuals
are called “proxies” and using them to cast your vote at the Extraordinary Meeting is called voting “by proxy.”
If
you wish to vote by proxy, you must (a) complete the enclosed form, called a “proxy card,” and mail it in the envelope
provided or (b) submit your proxy by telephone or over the Internet (if those options are available to you) in accordance with the
instructions on the enclosed proxy card or voting instruction card.
If
you complete the proxy card and mail it in the envelope provided or submit your proxy by telephone or over the Internet as described
above, you will designate Hou Pu Jonathan Lin, our chief executive officer and director, to act as your proxy at the Extraordinary Meeting.
Your proxy will then vote your shares at the Extraordinary Meeting in accordance with the instructions you have given in the proxy card
or voting instructions, as applicable, with respect to the proposals presented in this proxy statement. Proxies will extend to, and be
voted at, any adjournment(s) of the Extraordinary Meeting.
Alternatively,
you can vote your shares in person by attending the Extraordinary Meeting (including virtually).
A
special note for those who plan to attend the Extraordinary Meeting and vote (including virtually): If your shares or units are held
in the name of a broker, bank or other nominee, please follow the instructions you receive from your broker, bank or other nominee holding
your shares. You will not be able to vote at the Extraordinary Meeting unless you obtain a legal proxy from the record holder of your
shares.
The
Board is asking for your proxy. Giving the Board your proxy means you authorize it to vote your shares at the Extraordinary Meeting in
the manner you direct. You may vote for or against any proposal or you may abstain from voting. All valid proxies received prior to the
Extraordinary Meeting will be voted. All shares represented by a proxy will be voted, and where a shareholder specifies by means of the
proxy a choice with respect to any matter to be acted upon, the shares will be voted in accordance with the specification so made. If
no choice is indicated on the proxy, the shares will be voted “FOR” the Extension Amendment Proposal, the Trust Amendment
Proposal and, if presented, the Adjournment Proposal, and as the proxy holders may determine in their discretion with respect to any
other matters that may properly come before the Extraordinary Meeting.
Shareholders
that have questions or need assistance in completing or submitting their proxy cards should contact our proxy solicitor, Morrow Sodali,
at 800-662-5200 (call toll-free) or 203-658-9400 (call collect).
Shareholders
that hold their shares in “street name,” meaning the name of a broker or other nominee who is the record holder, must either
direct the record holder of their shares to vote their shares or obtain a legal proxy from the record holder to vote their shares at
the Extraordinary Meeting.
Revocability
of Proxies
Any
proxy may be revoked by the person giving it at any time before the polls close at the Extraordinary Meeting. A proxy may be revoked
by filing with the Company at Unit 1009, ICBC Tower, Three Garden Road, Central, Hong Kong, either a written notice of revocation
bearing a date later than the date of such proxy or a subsequent proxy relating to the same shares or by attending the Extraordinary
Meeting and voting (including virtually).
Simply
attending the Extraordinary Meeting will not constitute a revocation of your proxy. If your shares are held in the name of a broker or
other nominee who is the record holder, you must follow the instructions of your broker or other nominee to revoke a previously given
proxy.
Attendance
at the Extraordinary Meeting
Only
holders of ordinary shares, their proxy holders and guests the Company may invite may attend the Extraordinary Meeting. If you wish to
attend the Extraordinary Meeting but you hold your shares or units through someone else, such as a broker, please follow the instructions
you receive from your broker, bank or other nominee holding your shares. You must bring a legal proxy from the broker to the Extraordinary
Meeting, bank or other nominee holding your shares, confirming your beneficial ownership of the shares and giving you the right to vote
your shares.
Solicitation
of Proxies
Your
proxy is being solicited by the Board on the proposals being presented to the shareholders at the Extraordinary Meeting. The Company
has agreed to pay Morrow Sodali a fee of US$30,000 plus associated disbursements. The Company will also reimburse Morrow Sodali for reasonable
and customary out-of-pocket expenses. In addition to these mailed proxy materials, our directors and executive 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. The Company may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial
owners. You may contact Morrow Sodali at:
Morrow
Sodali LLC
333 Ludlow Street, 5th Floor, South Tower
Stamford, CT 06902
Individuals
call toll-free (800) 662-5200
Banks and brokers call (203) 658-9400
Email: OPA.info@investor.morrowsodali.com
The
cost of preparing, assembling, printing and mailing this proxy statement and the accompanying form of proxy, and the cost of soliciting
proxies relating to the Extraordinary Meeting, will be borne by the Company.
Some
banks and brokers have customers who beneficially own ordinary shares listed of record in the names of nominees. The Company intends
to request banks and brokers to solicit such customers and will reimburse them for their reasonable out-of-pocket expenses for such solicitations.
If any additional solicitation of the holders of our issued and outstanding ordinary shares is deemed necessary, the Company (through
our directors and executive officers) anticipates making such solicitation directly.
Redemption
Rights
In connection with the Extension Amendment Proposal,
public shareholders may elect to redeem all or a portion of their public shares, for a per-share price, payable in cash, equal to the
aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously
released to the Company to pay its taxes, divided by the number of then issued and outstanding public shares. If the Extension Proposals
are approved, public shareholders that do not redeem their public shares now, or that redeem their public shares but withdraw such redemption,
subject to the Board’s determination to permit such withdrawal, will retain their redemption rights and their ability to vote on
a business combination through the First Extended Date, i.e. April 25, 2023; the Second Extended Date, i.e. May 25, 2023, if the Company
does not consummate a business combination by the First Extended Date, and the Board elects to extend the Termination Date to the Second
Extended Date; the Third Extended Date, i.e. June 25, 2023, if the Company does not consummate a business combination by the Second Extended
Date, and the Board elects to extend the Termination Date to the Third Extended Date; or the Fourth Extended Date, i.e. July 25, 2023,
if the Company does not consummate a business combination by the Third Extended Date, and the Board elects to extend the Termination
Date to the Fourth Extended Date, or if the Company has not consummated a business combination by the applicable Extended Date. See “The
Extension Proposals — Redemption Rights.”
No
Right of Appraisal
The
Company’s shareholders do not have appraisal rights under the Companies Act (As Revised) of the Cayman Islands in connection with
the proposals to be voted on at the Extraordinary Meeting. Accordingly, our shareholders have no right to dissent and obtain payment
for their shares.
Other
Business
The
Company is not currently aware of any business to be acted upon at the Extraordinary Meeting other than the matters discussed in
this proxy statement. The form of proxy accompanying this proxy statement confers discretionary authority upon the named proxy
holders with respect to amendments or variations to the matters identified in the accompanying Notice of Extraordinary Meeting of
Shareholders and with respect to any other matters which may properly come before the Extraordinary Meeting. If other matters do
properly come before the Extraordinary Meeting, or at any adjournment(s) of the Extraordinary Meeting, the Company expects that
the ordinary shares represented by properly submitted proxies will be voted by the proxy holders in accordance with the
recommendations of the Board.
Principal
Executive Offices
Our
principal executive offices are located at Unit 1009, ICBC Tower, Three Garden Road, Central, Hong Kong. Our telephone number at
such address is +852 3757 9857.
The
Extension Proposals
Background
We
are a blank check company incorporated on January 22, 2021 as a Cayman Islands exempted company incorporated with limited liability
and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar
business combination with one or more businesses. We have neither engaged in any operations nor generated any revenue to date. Based
on our business activities, we are a “shell company” as defined under the Exchange Act because we have no operations and
nominal assets consisting almost entirely of cash.
Our
executive offices are located at Unit 1009, ICBC Tower, Three Garden Road, Central, Hong Kong and our telephone number is +852 3757
9857. Our corporate website address is https://www.opusacquisition.com/. Our website and the information contained on, or that
can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this proxy statement.
On
March 25, 2021, Magnum Opus closed its IPO of 20,000,000 units, with each unit consisting of one Class A Ordinary Share and
one-half of one redeemable public warrant, with each whole public warrant exercisable for one Class A Ordinary Share at a price
of US$11.50 per share, subject to adjustment. The units were sold at an offering price of US$10.00 per unit, generating gross proceeds
of US$200,000,000. Credit Suisse Securities (USA) LLC acted as the representative of the underwriters for the IPO and JonesTrading Institutional
Services LLC acted as co-manager for the IPO. The Class A Ordinary Shares and public warrants comprising the units commenced separate
trading on May 11, 2021.
Prior
to the consummation of the IPO, on January 26, 2021, the Sponsor purchased an aggregate of 5,750,000 Founder Shares for US$25,000,
or US$0.004 per share, to cover certain of Magnum Opus’ offering costs. On March 22, 2021, the Sponsor transferred an aggregate
of 500,000 Founder Shares to certain officers, directors and advisory board member. On May 11, 2021, 750,000 Founder Shares were
forfeited by the Sponsor, resulting in the Sponsor holding 4,500,000 Founder Shares.
Simultaneously
with the closing of the IPO, Magnum Opus completed the Private Placement of an aggregate of 6,000,000 Private Placement Warrants to the
Sponsor, generating gross proceeds to Magnum Opus of US$6,000,000. The Private Placement Warrants are identical to the Magnum Opus public
warrants, except that the Private Placement Warrants, so long as they are held by the Sponsor or its permitted transferees, (i) are
not redeemable by Magnum Opus, (ii) may not (including the Class A Ordinary Shares issuable upon exercise of such Private Placement
Warrants), subject to certain limited exceptions, be transferred, assigned or sold by such holders until 30 days after the completion
of Magnum Opus’ initial business combination, (iii) may be exercised by the holders on a cashless basis and (iv) will
be entitled to registration rights. No underwriting discounts or commissions were paid with respect to such sale. If the Private Placement
Warrants are held by holders other than Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by Magnum
Opus and exercisable by the holders on the same basis as the Magnum Opus public warrants. If Magnum Opus does not consummate its initial
business combination within 24 months (or if the Extension is effected, by the applicable Extended Date) from the closing of the IPO,
the Private Placement Warrants will expire worthless. The issuance of the Private Placement Warrants was made pursuant to the exemption
from registration contained in Section 4(a)(2) of the Securities Act.
On
September 19, 2022, the Company has borrowed US$200,000 of Working Capital Loan from the Sponsor. On November 18 ,2022, the
Company has borrowed US$1,800,000 of Working Capital Loan from the Sponsor. The Working Capital Loans would either be repaid upon consummation
of a business combination, without interest, or, at the Sponsor’s discretion, may be converted into Private Placement Warrants
at a price of US$1.00 per warrant, with each warrant entitling the holder to purchase one Class A Ordinary Share at a price of US$11.50
per share, subject to adjustment.
Upon
the closing of the IPO and the Private Placement, US$200,000,000 was placed in the Trust Account. Our units, public shares and public
warrants are currently listed on the NYSE under the symbols “OPA.U,” “OPA” and “OPA WS,” respectively.
As of , 2023, the latest practicable date prior to the Record Date for the Extraordinary Meeting, approximately US$
from the proceeds from our IPO and the Private Placement (including interest) were held in our Trust Account in the United States maintained
by Continental, acting as trustee, invested in U.S. “government securities,” within the meaning set forth in Section 2(a)(16)
of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7
under the Investment Company Act which invest only in direct U.S. government treasury obligations.
As of September 30, 2022, we had cash of approximately
US$24,565 held outside of the Trust Account. As of the date of this proxy statement, the Working Capital
Loans in the amount of US$2,000,000 remain outstanding. If our cash is insufficient to cover the working capital requirements
of the Company, the Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time
to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital
needs. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which
could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing
overhead expenses. The Company cannot provide any assurance that new financing, if required, will be available to it on commercially
acceptable terms, if at all.
The
Extension
The
Company’s IPO prospectus and the MAA originally provided that the Company must consummate an initial business combination within
24 months of the Company’s IPO, which date is March 25, 2023.
The
Company is proposing to amend its MAA to extend the date by which the
Company must consummate a business combination to the First Extended Date, i.e. April 25, 2023; the Second Extended Date, i.e. May 25,
2023, if the Company does not consummate a business combination by the First Extended Date, and the Board elects to extend the Termination
Date to the Second Extended Date; the Third Extended Date, i.e. June 25, 2023, if the Company does not consummate a business combination
by the Second Extended Date, and the Board elects to extend the Termination Date to the Third Extended Date; or the Fourth Extended Date,
i.e. July 25, 2023, if the Company does not consummate a business combination by the Third Extended Date, and the Board elects to extend
the Termination Date to the Fourth Extended Date. For the avoidance of doubt, the Company may, by resolutions of the Board, terminate
any Additional Extension Period at any time up to the applicable Extended Date, provided that the Company shall have deposited
the applicable Contribution for such Additional Extension Period.
The
purpose of the Extension Amendment Proposal is to provide sufficient time for the shareholders to evaluate and the Company to complete
the Business Combination.
As
previously announced, we entered into the Merger Agreement on September 30, 2022 (Hong Kong Time). Pursuant to the Merger Agreement,
the parties agreed, subject to the terms and conditions of the Merger Agreement, to effect the Business Combination. While the Company
and the other parties to the Merger Agreement are working towards satisfaction of the conditions to the Closing by the deadline, the
Board currently believes that there may not be sufficient time before March 25, 2023 to complete the Business Combination. Accordingly,
the Board believes that in order for our shareholders to evaluate the Business Combination and for us to be able to consummate the Business
Combination, it is in the best interests of the Company and its shareholders to obtain the Extension.
Without
the Extension, we believe that we may not be able to complete the Business Combination on or before March 25, 2023. If that were
to occur, we would be precluded from completing the Business Combination and would be forced to liquidate even if our shareholders are
otherwise in favor of consummating the Business Combination. For more information about the Business Combination, see our Current Report
on Form 8-K filed with the SEC on September 29, 2022.
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 shareholder 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 shareholders 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 applicable
Extended Date.
If
any of the Extension Proposals is not approved and the Company has not consummated an initial business combination before March
25, 2023, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but
not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount
then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to
the Company (less taxes payable and up to US$100,000 of interest to pay dissolution expenses), divided by the number of then issued and
outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the
right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible
following such redemption, subject to the approval of our remaining shareholders and the Board, liquidate and dissolve, subject to our
obligations under Cayman Islands law to provide for claims of creditors and other requirements of applicable law. There will be no redemption
rights or liquidating distributions with respect to our Warrants, which will expire worthless if we fail to complete an initial business
combination before March 25, 2023.
A
copy of the proposed amendment to the MAA is attached to this proxy statement as Annex B, and a copy of the proposed amended and restated
Trust Agreement is attached to this proxy statement as Annex C.
Reasons
for the Extension Proposals
The Company’s IPO prospectus and MAA provide
that the Company must consummate a business combination within 24 months from the consummation of the IPO (i.e., March 25, 2023). The
purpose of the Extension Amendment Proposal is to provide sufficient time for our shareholders to evaluate and for us to complete the
Business Combination, which the Board believes is in the best interest of the Company and our shareholders. The Company believes that
given the Company’s expenditure of time, effort and money on pursuing on finding a potential business combination and our entry
into the Merger Agreement with respect to the Business Combination, circumstances warrant providing public shareholders an opportunity
to consider the Business Combination through the First Extended Date, i.e. April 25, 2023; the Second Extended Date, i.e. May 25, 2023,
if the Company does not consummate a business combination by the First Extended Date, and the Board elects to extend the Termination
Date to the Second Extended Date; the Third Extended Date, i.e. June 25, 2023, if the Company does not consummate a business combination
by the Second Extended Date, and the Board elects to extend the Termination Date to the Third Extended Date; or the Fourth Extended Date,
i.e. July 25, 2023, if the Company does not consummate a business combination by the Third Extended Date, and the Board elects to extend
the Termination Date to the Fourth Extended Date.
As
previously announced, we entered into the Merger Agreement on September 30, 2022 (Hong Kong Time). Pursuant to the Merger Agreement,
the parties agreed, subject to the terms and conditions of the Merger Agreement, to effect the Business Combination. While the Company
and the other parties to the Merger Agreement are working towards satisfaction of the conditions to the Closing by the deadline, the
Board currently believes that there may not be sufficient time before March 25, 2023 to complete the Business Combination. Accordingly,
the Board believes that in order for our shareholders to be able to evaluate and for us to be able to consummate the Business Combination,
it is in the best interests of the Company and our shareholders to obtain the Extension.
Without
the Extension, we believe that we may not be able to complete the Business Combination on or before March 25, 2023. If that were
to occur, we would be precluded from completing the Business Combination and would be forced to liquidate even if our shareholders are
otherwise in favor of consummating the Business Combination. For more information about the Business Combination, see our Current Report
on Form 8-K filed with the SEC on September 29, 2022.
Accordingly, the Company has determined to seek
shareholder approval to extend the time for closing the initial business combination from March 25, 2023 to the First Extended Date,
i.e. April 25, 2023, and if the Company does not consummate a business combination by the First Extended Date, the Termination Date may
be extended, without the need for any further approval of the Company’s shareholders, by resolutions of the Board (as defined below)
of the Company at least three days prior to First Extended Date, and to the Second Extended Date, i.e. May 25, 2023, which may be extended,
by resolutions of the Board passed at least three days prior to the Second Extended Date, to the Third Extended Date, i.e. June 25,
2023 and further extended, by resolutions of the Board passed at least three days prior to the Third Extended Date, to the Fourth Extended
Date, i.e. July 25, 2023. The Company and its officers and directors agreed that they would not seek to amend the Company’s MAA
to allow for a longer period of time to complete a business combination or to amend any other material provisions related to shareholders’
rights unless the Company provided holders of public shares with the right to redeem their public shares in connection therewith.
The
Trust Amendment Proposal is necessary to (i) extend the time period that the Company has to consummate an initial business combination
under the Trust Agreement, because as currently drafted the time period for the Company to consummate an initial business combination
under the Trust Agreement will not be extended automatically to the applicable Extended Date, assuming the Extension Proposals are approved
by the Company’s shareholders and (ii) allow the Company to maintain any remaining amount in its Trust Account in an interest
bearing demand deposit account at a bank.
The Company will, no later than the date that
is 24 months following the effective date of the IPO Registration Statement, liquidate the U.S. government treasury obligations or money
market funds held in the Trust Account, and thereafter maintain the funds in the Trust Account in cash items, which may include interest
bearing demand deposit accounts at banks. Interest on such deposit account is currently approximately [2.5]% per annum, but such
deposit account carries a variable rate and the Company cannot assure you that such rate will not decrease or increase significantly.
Following any decision to liquidate the securities held in the Trust Account and thereafter to hold all funds in the Trust Account in
cash items, which may include interest bearing demand deposit accounts at banks, the Company may receive minimal interest, if interest
rates decrease significantly, which, the Company may receive minimal interest, if any, on the funds held in the Trust Account, which
would reduce the dollar amount the public shareholders would receive upon any redemption or liquidation of the Company.
If
Any of the Extension Proposals is Not Approved
Each
of the Extension Proposals is cross-conditioned on the approval of the other. Shareholder approval of each of the Extension Proposals
is required for the implementation of the Board’s plan to extend the Termination Date. The Board will not implement the Extension
unless our shareholders approve each of the Extension Proposals.
If any of the Extension Proposals is not approved
and the Company does not consummate the Business Combination before March 25, 2023, as contemplated by our IPO prospectus and in accordance
with our MAA, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible
but not more than ten business days thereafter, redeem the public shares, at a per- share price, payable in cash, equal to the aggregate
amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released
to the Company (less taxes payable and up to US$100,000 of interest to pay dissolution expenses), divided by the number of then issued
and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including
the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible
following such redemption, subject to the approval of our remaining shareholders and the Board, liquidate and dissolve, subject to our
obligations under Cayman Islands law to provide for claims of creditors and other requirements of applicable law. There will be no redemption
rights or liquidating distributions with respect to our Warrants, which will expire worthless in the event the Company winds up.
The
holders of the Founder Shares have waived their rights to participate in any liquidation distribution with respect to such shares. There
will be no distribution from the Trust Account with respect to the Company’s Warrants, which will expire worthless in the event
any of the Extension Proposals is not approved. The Company will pay the costs of liquidation from its remaining assets outside of the
Trust Account. If such funds are insufficient, the Sponsor has agreed to advance it the funds necessary to complete such liquidation
and has agreed not to seek repayment of such expenses.
If
the Extension Proposals Are Approved
If the Extension Proposals are approved, the
Company will file the amendment to the MAA with the Registrar of Companies in the Cayman Islands in accordance with Cayman Islands law,
such amendment being in the form set forth in Annex B hereto and execute an amended and restated Trust Agreement substantively in the
form of Annex C hereto. The Company will remain a reporting company under the Exchange Act, and its units, public shares, and public
warrants will remain publicly traded. The Company will then continue to work to consummate a business combination by the First Extended
Date, i.e. April 25, 2023; the Second Extended Date, i.e. May 25, 2023, if the Company does not consummate a business combination by
the First Extended Date, and the Board elects to extend the Termination Date to the Second Extended Date; the Third Extended Date, i.e.
June 25, 2023, if the Company does not consummate a business combination by the Second Extended Date, and the Board elects to extend
the Termination Date to the Third Extended Date; or the Fourth Extended Date, i.e. July 25, 2023, if the Company does not consummate
a business combination by the Third Extended Date, and the Board elects to extend the Termination Date to the Fourth Extended Date.
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 in connection with the Extension Amendment Proposal, or you elect to redeem your public shares but withdraw such Redemption
Election, subject to the Board’s determination to permit such withdrawal, you will retain the right to vote on a business combination
in the event one is submitted to the public shareholders (provided that you are a shareholder on the record date for a meeting
to consider the Business Combination) and the right to redeem the public shares then held by you for a pro rata portion of the
Trust Account in the event the Business Combination is approved and completed or the Company has not consummated a business combination
by the applicable Extended Date.
If
the Extension Proposals are approved and the Extension is implemented, the removal of the Withdrawal Amount from the Trust Account in
connection with the Redemption Election will reduce the amount held in the Trust Account following the Redemption Election. The Company
cannot predict the amount that will remain in the Trust Account after such withdrawal if the Extension Proposals are approved, and the
amount remaining in the Trust Account may be only a fraction of the US$ that was in the Trust Account as of the Record Date.
In such event, the Company may still seek 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.
The
redemption of public shares pursuant to the Redemption Elections is subject to the Redemption Limitation (as defined in the MAA), such
that in no event will the Company redeem public shares pursuant to the Redemption Elections (after taking into account any Election Reversals)
if such redemption would cause the Company to have less than US$5,000,001 of net tangible assets following such redemptions.
Redemption
Rights
In
connection with the Extension Amendment Proposal, public shareholders may elect to redeem all of their shares for a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the
Trust Account and not previously released to the Company to pay its taxes, as of two business days prior to such approval, divided by
the number of then issued and outstanding public shares, regardless of how such public shareholders vote on the Extension Amendment Proposal
or whether such public shareholders vote at all.
The
redemption of public shares pursuant to the Redemption Elections is subject to the Redemption Limitation (as defined in the MAA), such
that in no event will the Company redeem public shares pursuant to the Redemption Elections (after taking into account any Election Reversals)
if such redemption would cause the Company to have less than US$5,000,001 of net tangible assets following such redemptions.
If the Extension Proposals are approved, (A) for the period from March
25, 2023 until the First Extended Date, the Company shall deposit into the Trust Account the lesser of (a) US$ for each public share
that is not redeemed as of March 25, 2023 and (b) US$ , (B) if the Company does not consummate a business combination by the First
Extended Date and the Board elects to extend the Termination Date from the First Extended Date to the Second Extended Date, for the period
from the First Extended Date to the Second Extended Date, the Company shall deposit into the Trust Account the lesser of (a) US$ for
each public share that is not redeemed as of the First Extended Date and (b) US$ , (C) if the Company does not consummate a business
combination by the Second Extended Date and the Board elects to extend the Termination Date from the Second Extended Date to the Third
Extended Date, for the period from the Second Extended Date to the Third Extended Date, the Company shall deposit into the Trust Account
the lesser of (a) US$ for each public share that is not redeemed as of the Second Extended Date and (b) US$ , and (D) if the
Company does not consummate a business combination by the Third Extended Date and the Board elects to extend the Termination Date from
the Third Extended Date to the Fourth Extended Date, for the period from the Third Extended Date to the Fourth Extended Date, the Company
shall deposit into the Trust Account the lesser of (a) US$ for each public share that is not redeemed as of the Third Extended Date
and (b) US$ , provided that the sum of Contributions shall not exceed the lesser of (a) US$ for each public share that
is not redeemed in connection with the Extraordinary Meeting and (b) US$ .
The First Contribution will be deposited in
the Trust Account on April 1, 2023, being seven calendar days from March 25, 2023. The Second Contribution, if applicable, will be deposited
into the Trust Account on May 2, 2023. The Third Contribution, if applicable, will be deposited into the Trust Account on June 1, 2023.
The Fourth Contribution, if applicable, will be deposited into the Trust Account on July 2, 2023. Each of the Contributions is conditioned
upon the approval of the Extension Proposals and implementation of the Extension. The Contributions will not occur if any of the Extension
Proposals is not approved.
The amount of the Contributions will be loaned
by the Sponsor to the Company and the loans will not bear interest and will be repayable by the Company to the Sponsor upon consummation
of an initial business combination. The loans will be forgiven if the Company is unable to consummate an initial business combination
except to the extent of any funds held outside of the Trust Account. If the Company terminates an Additional Extension Period at any
time up to the applicable Extended Date, the Company will liquidate and dissolve in accordance with the MAA, provided that the
Company shall have deposited the applicable Contribution for such Additional Extension Period.
TO
EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST OR YOU MUST ENSURE THAT YOUR BANK OR BROKER COMPLIES WITH THE REQUIREMENTS IDENTIFIED HEREIN, INCLUDING
SUBMITTING A WRITTEN REQUEST THAT YOUR SHARES BE REDEEMED FOR CASH TO THE TRANSFER AGENT, INCLUDING THE LEGAL NAME, PHONE NUMBER
AND ADDRESS OF THE BENEFICIAL OWNER OF THE SHARES FOR WHICH REDEMPTION IS REQUESTED, AND DELIVERING YOUR SHARES TO THE TRANSFER AGENT
PRIOR TO 5:00 P.M. EASTERN TIME, ON , 2023 (TWO BUSINESS DAYS BEFORE THE SCHEDULED VOTE AT THE EXTRAORDINARY MEETING).
YOU WILL ONLY BE ENTITLED TO RECEIVE CASH IN CONNECTION WITH A REDEMPTION OF THESE SHARES IF YOU CONTINUE TO HOLD THEM UNTIL THE IMPLEMENTATION
OF THE EXTENSION.
Pursuant
to our MAA, a public shareholder may request that the Company redeem all or a portion of such public shareholder’s public shares
for cash if the Extension Proposals are approved. You will be entitled to receive cash for any public shares to be redeemed only if you:
| (1) | (a) hold
public shares or (b) hold public shares through units and you elect to separate your
units into the underlying public shares and public warrants prior to exercising your redemption
rights with respect to the public shares; and |
| (2) | prior
to 5:00 p.m. Eastern Time on , 2023 (two business days prior to the scheduled
vote at the Extraordinary Meeting), (a) submit a written request, including the name,
phone number, and address of the beneficial owner of the shares for which redemption is requested,
to Continental Stock Transfer & Trust Company, the Company’s transfer agent,
at Continental Stock Transfer & Trust Company, 1 State Street, 30th Floor, New York,
New York 10004, Attn: Mark Zimkind (email: mzimkind@continentalstock.com), that the Company
redeem your public shares for cash and (b) deliver your public shares to the transfer
agent, physically or electronically through DTC. |
Holders
of units must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to
the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that
they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its
own name, the holder must contact the transfer agent directly and instruct it to do so. Public shareholders may elect to redeem all
or a portion of their public shares regardless of whether they vote for or against the Extension Amendment Proposal and regardless of
whether they hold public shares on the Record Date.
If
you hold your shares through a bank or broker, you must ensure your bank or broker complies with the requirements identified herein,
including submitting a written request that your shares be redeemed for cash to the transfer agent and delivering your shares to the
transfer agent prior to 5:00 p.m. Eastern Time, on , 2023 (two business days before the scheduled vote at the Extraordinary
Meeting). You will only be entitled to receive cash in connection with a redemption of these shares if you continue to hold them until
the date of implementation of the Extension.
Through
DTC’s DWAC (Deposit/Withdrawal at Custodian) System, this electronic delivery process can be accomplished by the shareholder, 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 share certificate, a shareholder’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
US$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 shareholders 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 share certificate.
Such shareholders will have less time to make their investment decision than those shareholders that deliver their shares through the
DWAC system. Shareholders that request physical share 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.
Share
certificates that have not been tendered in accordance with these procedures prior to the vote on the Extension Amendment Proposal will
not be redeemed for cash held in the Trust Account on the redemption date. In the event that a public shareholder tenders its shares
and decides prior to the vote at the Extraordinary Meeting that it does not want to redeem its shares, the shareholder may withdraw the
tender. If you delivered your shares for redemption to our transfer agent and decide prior to the vote at the Extraordinary 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 shareholder tenders shares and
any of the Extension Proposals is not approved, these shares will not be redeemed and the physical certificates representing these shares
will be returned to the shareholder promptly following the determination that any of the Extension Proposals will not be approved. The
Company anticipates that a public shareholder that 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. The transfer
agent will hold the certificates of public shareholders that make the Redemption Election until such shares are redeemed for cash or
returned to such shareholders.
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 earned on the funds held in the Trust Account and not previously released to the
Company to pay its taxes, divided by the number of then issued and outstanding public shares. Based on the amount in the Trust Account
as of the Record Date, this would amount to approximately US$ per share. The closing price of the public shares on the NYSE
on , 2023, the latest practicable trading date prior to the Record Date, was US$ . The Company cannot assure public
shareholders that they will be able to sell their public shares 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 shareholders wish to sell their
shares.
If
you exercise your redemption rights, you will be exchanging your Company’s ordinary shares 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 share certificate(s) to
the Company’s transfer agent prior to 5:00 p.m. Eastern Time on , 2023 (two business days before the scheduled vote
at the Extraordinary Meeting). The Company anticipates that a public shareholder that 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.
Redemption
Withdrawal Procedures
The
Board may elect to postpone the Extraordinary Meeting in its sole discretion up to and until the time of the Extraordinary Meeting, pursuant
to Article 23.9 of the MAA.
The
redemption of public shares pursuant to the Redemption Elections is subject to the Redemption Limitation (as defined in the MAA), such
that in no event will the Company redeem public shares pursuant to the Redemption Elections (after taking into account any Election Reversals)
if such redemption would cause the Company to have less than US$5,000,001 of net tangible assets following such redemptions. Prior to
the deadline to make a Redemption Election (which is 5:00 p.m. Eastern Time on , 2023, the date that is two business days
prior to the scheduled vote at the Extraordinary Meeting), public shareholders that desire to indicate their intention to make an Election
Reversal should indicate such intention in the Reversal Commitment Form accompanying this proxy statement, which should be submitted
to the transfer agent. Such Reversal Commitment Form should contain the public shareholder’s legal name, phone number and
address of the beneficial owner of the shares for which an Election Reversal is committed.
Immediately
following the deadline to make a Redemption Election (which is 5:00 p.m. Eastern Time on , 2023, the date that is two business
days prior to the scheduled vote at the Extraordinary Meeting) and before the Extraordinary Meeting, a public shareholder that desires
to withdraw its Redemption Election may effectuate an Election Reversal. In order to effectuate an Election Reversal, including one for
which a commitment has previously been made on the Reversal Commitment Form, you must request that our transfer agent return the shares
(physically or electronically) as soon as possible after the deadline to make a Redemption Election. Such written request shall include
your legal name, phone number and address of the beneficial owner of the shares for which reversal is requested. If you hold the shares
in street name, you will need to instruct the account executive at your bank or broker to request reversal of the tender from the transfer
agent.
TO
MAKE AN ELECTION REVERSAL WITH RESPECT TO YOUR PUBLIC SHARES, YOU MUST SUBMIT A WRITTEN REQUEST TO THE TRANSFER AGENT, AFTER 5:00 P.M. EASTERN
TIME ON , 2023, THE DATE THAT IS TWO BUSINESS DAYS PRIOR TO THE SCHEDULED VOTE AT THE EXTRAORDINARY MEETING, AND PRIOR TO THE
SCHEDULED VOTE AT THE EXTRAORDINARY MEETING, THAT THE TENDER OF YOUR PUBLIC SHARES BE REVERSED, INCLUDING THE LEGAL NAME, PHONE
NUMBER, AND ADDRESS OF THE BENEFICIAL OWNER OF THE SHARES FOR WHICH REVERSAL IS REQUESTED AND THE NUMBER OR PERCENTAGE OF SHARES FOR
WHICH REVERSAL IS REQUESTED. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER
TO REQUEST REVERSAL OF THE ELECTION TO REDEEM FROM THE TRANSFER AGENT.
Interests
of the Company’s Sponsor, Directors and Executive Officers
When
you consider the recommendation of the Board, you should keep in mind that the Company’s Sponsor, directors, executive officers,
and their respective affiliates, have interests that may be different from, or in addition to, your interests as a shareholder. These
interests include, among other things:
| · | Prior
to the IPO, on January 26, 2021, the Sponsor purchased 5,750,000 Founder
Shares for an aggregate purchase price of US$25,000, or approximately US$0.004 per Founder Share. On March 22, 2021, the Sponsor transferred
an aggregate of 500,000 Founder Shares to certain officers, directors and advisory board member of the Company. On May 11, 2021, 750,000
Founder Shares were forfeited by the Sponsor, resulting in the Sponsor holding 4,500,000 Founder Shares. Our directors and officers, Alexandre
Casin, Dickson Cheng, Frank Han, Johnny Liu, Jonathan Lin, Kevin Lee and Sammy Hsieh, have a direct or indirect economic interest in an
aggregate of 4,975,000 Founder Shares. If any of the Extension Proposals is not approved and the Company does not consummate an initial
business combination before March 25, 2023, in accordance with our MAA, the 5,000,000 Founder Shares will be worthless. As a result of
the significantly lower investment per Founder Share of the holders as compared with the investment per public share of public shareholders,
a transaction which results in an increase in the value of the investment of the holders of Founder Shares may result in a decrease in
the value of the investment of public shareholders. The Founder Shares had an aggregate market value (assuming they have the same value
per share as public shares) of approximately US$ based on the last sale price for the Company’s public shares of US$
on the NYSE on , 2023 (the latest practicable trading date prior to the Record Date). |
| · | If
any of the Extension Proposals is not approved and the Company does not consummate
an initial business combination before March 25, 2023, in accordance with our MAA, the 6,000,000 Private Placement Warrants purchased
by the Sponsor for an aggregate investment of US$6,000,000, or US$1.00 per warrant and the 2,000,000 Private Placement Warrants converted
from the Working Capital Loans, if so elected by the Sponsor, at US$1.00 per warrant, will be worthless, as they will expire. The Private
Placement Warrants had an aggregate market value (assuming they have the same value per warrant as the public warrants) of US$
based on the last sale price for the public warrants of US$ on the NYSE on , 2023 (the latest practicable trading date
prior to the Record Date). |
| · | The
aggregate market value of the Sponsor’s Founder Shares alone (without taking into account
the value of the Private Placement Warrants) would be approximately equal to the initial
investment in the Company by the Sponsor. As a result, if an initial business combination
is completed, the Sponsor, the director and executive officers and their respective affiliates
are likely to be able to make a substantial profit on their investment in us even at a time
when the public shares has lost significant value. On the other hand, if any of the Extension
Proposals is not approved and the Company liquidates and dissolves without completing its
initial business combination before March 25, 2023, the Sponsor, the director and executive
officers and their respective affiliates will lose their entire investment in us. |
| · | The
Sponsor has agreed that it will be liable to us if and to the extent any claims by (A) a
third-party (other than our independent registered public accounting firm) for services rendered
or products sold to us, or (B) a prospective target business with which we have discussed
entering into a written letter of intent, confidentiality or other similar agreement, reduce
the amounts in the Trust Account to below the lesser of (i) US$10.00 per public share
and (ii) the actual amount per public share held in the Trust Account as of the date
of the liquidation of the Trust Account if less than US$10.00 per public share due to reductions
in the value of the trust assets, in each case net of the interest that may be withdrawn
to pay our tax obligations, provided that such liability will not apply to any claims
by a third-party or prospective target business that executed a waiver of any and all rights
to seek access to the Trust Account nor will it apply to any claims under our indemnity of
the underwriters of the IPO against certain liabilities, including liabilities under the
Securities Act. |
| · | Pursuant
to that certain letter agreement, dated as of March 23, 2021, by and among the Company,
its executive officers, its directors, its advisory board member and the Sponsor, in connection
with the IPO, the Sponsor and other signatories (each of whom is a member of the Board, advisory
board member and/or executive officers) have agreed not to redeem any ordinary shares of
the Company they hold in connection with a shareholder vote to approve an amendment to the
MAA or a proposed initial business combination. |
| · | Holders
of Founder Shares have agreed to waive their rights to liquidating distributions from the
Trust Account with respect to their Founder Shares if the Company fails to complete a business
combination by March 25, 2023 (or the applicable Extended Date). |
| · | The
Company’s existing directors and officers will be eligible for continued indemnification
and continued coverage under the Company’s directors’ and officers’ liability
insurance policy after a business combination. |
| · | On
September 19, 2022, the Company issued an unsecured convertible promissory note to the
Sponsor, pursuant to which the Company may borrow up to US$200,000 for general corporate
purpose. Furthermore, on November 18, 2022, the Company issued an unsecured convertible
promissory note to the Sponsor pursuant to which the Company may borrow up to US$1,800,000
for general corporate purpose. Following the business combination, the Sponsor would be entitled
to the repayment of any Working Capital Loan and advances that have been made to the Company
and remain outstanding. If the Company does not complete an initial business combination
within the required period, the Company may use a portion of its working capital held outside
the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account
would be used for this purpose. |
| · | All
current members of the Board are expected to continue to serve as directors at least through
the date of the Extraordinary Meeting to approve a business combination. |
| · | The
Company’s executive officers and directors, and their respective affiliates, are entitled
to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities
on the Company’s behalf, such as identifying and investigating possible business targets
and business combinations. However, if the Company fails to obtain the Extension and consummate
a business combination, they will not have any claim against the Trust Account for reimbursement.
Accordingly, the Company will most likely not be able to reimburse these expenses if a business
combination is not completed. As of the date of this proxy statement, there are no outstanding
out-of-pocket expenses for which the Company’s executive officers or directors, or
their respective affiliates, are awaiting reimbursement. |
U.S.
Federal Income Tax Considerations
The
following is a discussion of certain material U.S. federal income tax considerations for U.S. holders and Non-U.S. holders (each as defined
below) of public shares (i) with respect to the Extension Proposals and (ii) whose public shares are redeemed for cash if the
Extension Proposals are approved and the Extension is implemented. This discussion applies only to U.S. holders and Non-U.S. holders
that hold public shares as “capital assets” within the meaning of Section 1221 of the Code (as defined below) (generally,
property held for investment). This discussion is based on provisions of the Internal Revenue Code (the “Code”), Treasury
Regulations promulgated thereunder (“Treasury Regulations”), rulings and other published positions of the Internal
Revenue Service (the “IRS”) and judicial decisions, all as in effect as of the date hereof, and all of which are subject
to change and differing interpretations, possibly with retroactive effect. Any such change or differing interpretation could affect the
accuracy of the statements and conclusions set forth in this discussion. 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 in this discussion. No advance ruling
has been or will be sought from the IRS regarding any matter discussed below.
This
discussion is for general information purposes only and does not purport to be a complete analysis of all of the U.S. federal income
tax considerations that may be relevant to particular holders in light of their particular facts and circumstances, or to holders subject
to special rules under the U.S. federal income tax laws, including, for example, but not limited to:
| · | our
Sponsor, founders, officers or directors; |
| · | banks
and other financial institutions; |
| · | brokers
or dealers in securities, currencies or commodities; |
| · | dealers
or traders in securities subject to a mark-to-market method of accounting; |
| · | regulated
investment companies and real estate investment trusts; |
| · | retirement
plans, individual retirement accounts and other deferred accounts; |
| · | tax-exempt
organizations, governmental agencies, instrumentalities or other governmental organizations
and pension funds; |
| · | persons
holding public shares as part of a “straddle,” hedge, constructive sale, or other
integrated or conversion transaction or similar transaction; |
| · | U.S.
holders whose functional currency is not the U.S. dollar; |
| · | Partnerships,
other entities or arrangements classified as partnerships for U.S. federal income tax purposes,
“S corporations,” or other pass-through entities for U.S. federal income tax
purposes (or investors in such entities); |
| · | expatriated
entities subject to Section 7874 of the Code; |
| · | persons
required to accelerate the recognition of any item of gross income as a result of such income
being recognized on an “applicable financial statement”; |
| · | persons
subject to any alternative minimum tax; |
| · | persons
subject to the applicable financial statement accounting rules of Section 451(b) of
the Code; |
| · | U.S.
expatriates and former citizens or long-term residents of the United States; |
| · | holders
owning or treated as owning 5% or more of our public shares (by vote or value); |
| · | controlled
foreign corporations, passive foreign investment companies, and corporations that accumulate
earnings to avoid U.S. federal income tax. |
This
discussion does not address any U.S. federal tax considerations other than those pertaining to the income tax (such as estate, gift or
other non-income tax considerations) or any state, local or foreign income or non-income tax considerations. In addition, this discussion
does not address any considerations arising under the unearned income Medicare contribution tax, or any considerations in respect of
any withholding required pursuant to the Foreign Account Tax Compliance Act of 2010 (including the Treasury Regulations promulgated thereunder
and intergovernmental agreements entered into in connection therewith and any laws, regulations or practices adopted in connection with
any such agreement).
If
a partnership (or other entity or arrangement classified as a partnership for U.S. federal income tax purposes) holds public shares,
the U.S. federal income tax treatment of the partners in the partnership generally will depend upon the status of the partner, the activities
of the partner and the partnership and certain determinations made at the partner level. Accordingly, partnerships and partners in partnerships
holding public shares should consult their tax advisors as to the particular tax consequences to them of the redemption of public shares.
THE
U.S. FEDERAL INCOME TAX TREATMENT OF THE EXERCISE OF REDEMPTION RIGHTS DISCUSSED HEREIN TO ANY PARTICULAR SHAREHOLDER WILL DEPEND ON
THE SHAREHOLDER’S PARTICULAR TAX CIRCUMSTANCES. YOU ARE URGED TO CONSULT YOUR TAX ADVISOR REGARDING THE U.S. FEDERAL, STATE, LOCAL
AND NON-U.S. INCOME AND OTHER TAX CONSEQUENCES TO YOU OF A REDEMPTION OF YOUR PUBLIC SHARES IN LIGHT OF YOUR PARTICULAR INVESTMENT OR
TAX CIRCUMSTANCES.
Tax
Treatment of Non-Redeeming Shareholders
A
public shareholder that does not elect to redeem its public shares if the Extension Proposals are approved and the Extension is implemented
will continue to own its public shares, and will not recognize any income, gain or loss for U.S. federal income tax purposes solely as
a result of the Extension Proposals.
Tax
Treatment of Redeeming Shareholders
Subject
to the PFIC rules discussed below, in the event that a holder’s public shares are redeemed pursuant to the redemption provisions
described in this proxy statement under “The Extension Proposals — Redemption Rights,” the treatment of the
redemption for U.S. federal income tax purposes will depend on whether the redemption qualifies as a sale of public shares under Section 302
of the Code. If the redemption qualifies as a sale of public shares, the material U.S. federal income tax consequences to a U.S. holder
(as defined below) generally will be as described below under the section entitled “U.S. Holders — Taxation of Redemption
Treated as a Sale of Public Shares,” and the material U.S. federal income tax consequences to a Non-U.S. holder (as defined
below) generally will be as described under the section entitled “Non-U.S. Holders — Taxation of Redemption Treated as
a Sale of Public Shares.”
Whether
a redemption of a holder’s public shares qualifies for sale treatment will depend largely on the total number of shares treated
as held, directly, indirectly or constructively, by such redeemed holder before and after the redemption (including any shares treated
as held by such holder under applicable constructive ownership rules, including any shares constructively owned by the holder as a result
of owning public warrants) relative to all of our shares outstanding both before and after the redemption. The redemption of a holder’s
public shares generally will be treated as a sale of public shares by such holder (rather than as a corporate distribution) under Section 302
of the Code if the redemption: (i) is “substantially disproportionate” with respect to the holder; (ii) results
in a “complete termination” of the holder’s interest in us; or (iii) is “not essentially equivalent to a
dividend” with respect to the holder. These tests are explained more fully below.
In
determining whether any of the foregoing tests result in a redemption qualifying for sale treatment, a holder takes into account not
only shares actually owned by the holder, but also shares that are constructively owned by the holder under certain attribution rules set
forth in the Code. Among other things, a holder may constructively own, in addition to shares owned directly, shares owned by certain
related individuals and entities in which the holder has an interest or that have an interest in such holder, as well as any shares that
the holder has a right to acquire pursuant to the exercise of an option, which would generally include public shares that could be acquired
pursuant to the exercise of the public warrants. In order to meet the substantially disproportionate test, the percentage of our outstanding
voting shares actually and constructively owned by the holder immediately following the redemption of such holder’s public shares
must, among other requirements, be less than 80% of the percentage of our outstanding voting shares actually and constructively owned
by the holder immediately before the redemption (taking into account redemptions by other holders of public shares). There will be a
complete termination of a holder’s interest if either (i) all of the shares actually and constructively owned by the holder
are redeemed or (ii) all of the shares actually owned by the holder are redeemed and the holder is eligible to waive, and effectively
waives in accordance with specific rules, the attribution of shares owned by certain family members and the holder does not constructively
own any other shares. The redemption of public shares will not be essentially equivalent to a dividend if the redemption results in a
“meaningful reduction” of the holder’s proportionate interest in us. Whether the redemption will result in a meaningful
reduction in a 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 shareholder in a publicly
held corporation who exercises no control over corporate affairs may constitute such a “meaningful reduction.”
If
none of the foregoing tests is satisfied, then the redemption of a holder’s public shares will be treated as a corporate distribution
to the redeemed holder and the material U.S. federal income tax consequences of the redemption to such holder that is a U.S. holder generally
will be as described below under the section entitled “U.S. Holders — Taxation of Redemption Treated as a Distribution,”
and the material U.S. federal income tax consequences of the redemption to such holder that is a Non-U.S. holder generally will be as
described below under the section entitled “Non-U.S. Holders — Taxation of Redemption Treated as a Distribution.”
After the application of those rules, any remaining tax basis of the holder in the redeemed public shares will be added to the holder’s
adjusted tax basis in its remaining shares, or, if it has none, to the holder’s adjusted tax basis in its public warrants or possibly
in other shares constructively owned by it.
A
holder of public shares should consult its tax advisors as to the tax consequences of a redemption.
U.S.
Holders
This
section applies to “U.S. holders.” For purposes of this discussion, a “U.S. holder” means a beneficial owner
of public shares that is, for U.S. federal income tax purposes:
| · | an
individual who is a citizen or resident of the United States; |
| · | a
corporation (or other entity taxable as a corporation) 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 subject to U.S. federal income tax regardless of its source;
or |
| · | a
trust, if (i) a court within the United States is able to exercise primary supervision
over the administration of such trust and one or more “United States persons”
(within the meaning of Section 7701(a)(30) of the Code) have the authority to control
all substantial decisions of the trust or (ii) the trust validly elected to be treated
as a United States person for U.S. federal income tax purposes. |
Taxation
of Redemption Treated as a Distribution
If
the redemption of a U.S. holder’s public shares is treated as a distribution, as discussed above under the section entitled “Tax
Treatment of Redeeming Shareholders,” then subject to the PFIC rules discussed below, such a distribution generally will
constitute a dividend for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as
determined under U.S. federal income tax principles. Such amount will be includable in gross income by such U.S. holder who actually
or constructively receives the distribution in accordance with the U.S. Holder’s regular method of accounting for U.S. federal
income tax purposes. Dividends will be taxable to a corporate U.S. holder at regular rates and will not be eligible for the dividends-received
deduction generally allowed to domestic corporations in respect of dividends from other domestic corporations. Subject to the PFIC rules described
below, distributions in excess of our current and accumulated earnings and profits will constitute a return of capital that will be first
applied against and reduce (but not below zero) the U.S. holder’s adjusted tax basis in its public shares. Any remaining excess
will be treated as gain recognized on the sale or other taxable disposition of the public shares and will be treated as described below
under the section entitled “U.S. Holders — Taxation of Redemption Treated as a Sale of Public Shares.”
With
respect to non-corporate U.S. holders, under tax laws currently in effect and subject to certain exceptions (including, but not limited
to, dividends treated as investment income for purposes of investment interest deduction limitations), dividends generally will be taxed
at the lower applicable long-term capital gains rate only if the public shares are readily tradable on an established securities market
in the United States, the Company is not treated as a PFIC at the time the dividend was paid or in the preceding year and provided certain
holding period requirements are met. It is unclear whether the redemption rights with respect to our public shares may suspend the running
of the applicable holding period for this purpose.
Taxation
of Redemption Treated as a Sale of Public Shares
If
the redemption of a U.S. holder’s public shares is treated as a sale, as discussed above under the section entitled “Tax
Treatment of Redeeming Shareholders,” then subject to the PFIC rules discussed below a U.S. holder generally will recognize
capital gain or loss in an amount equal to the difference between the amount of cash received and the U.S. holder’s adjusted tax
basis in the public shares redeemed. Any such capital gain or loss generally will be long-term capital gain or loss if the U.S. holder’s
holding period for the public shares so disposed of exceeds one year. It is unclear, however, whether the redemption rights with respect
to the public shares may suspend the running of the applicable holding period for this purpose. Long-term capital gains recognized by
non-corporate U.S. holders are generally eligible to be taxed at preferential rates. The deductibility of capital losses is subject to
limitations. U.S. holders who hold different blocks of public shares (public shares purchased or acquired on different dates or at different
prices) should consult their tax advisors to determine how the above rules apply to them.
Passive
Foreign Investment Company Rules
A
foreign (i.e., non-U.S.) corporation will be classified as a PFIC for U.S. federal income tax purposes if either (i) at least 75%
of its gross income in a taxable year, including its pro rata share of the gross income of any corporation in which it is considered
to own at least 25% of the shares by value, is passive income or (ii) at least 50% of its assets in a taxable year (ordinarily determined
based on fair market value and averaged quarterly over the year), including its pro rata share of the assets of any corporation
in which it is considered to own at least 25% of the shares by value, are held for the production of, or produce, passive income. Passive
income generally includes dividends, interest, rents and royalties (other than rents or royalties derived from the active conduct of
a trade or business) and gains from the disposition of passive assets. The determination of whether a foreign corporation is a PFIC is
made annually. Pursuant to a “startup exception,” a foreign corporation will not be a PFIC for the first taxable year the
foreign corporation has gross income (the “startup year”) if (i) no predecessor of the foreign corporation was
a PFIC; (ii) the foreign corporation satisfies the IRS that it will not be a PFIC for either of the first two taxable years following
the startup year; and (iii) the foreign corporation is not in fact a PFIC for either of those years.
Based
upon the composition of our income and assets, and upon a review of our financial statements, we believe that we likely will not be eligible
for the startup exception and therefore likely have been a PFIC since our first taxable year. No assurances can be made with respect
to our status as a PFIC for the current taxable year or any future taxable year.
Although
our PFIC status is determined annually, an initial determination that our company is a PFIC will generally apply for subsequent years
to a U.S. holder who held public shares or warrants while we were a PFIC, whether or not we meet the test for PFIC status in those subsequent
years. If we are determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. holder
of our public shares and the U.S. holder did not make either a timely and valid qualified electing fund (“QEF”) election
for our first taxable year as a PFIC in which the U.S. holder held (or was deemed to hold) public shares, a QEF election along with a
purging election, or a mark-to-market election, each as described below, such U.S. holder generally will be subject to special rules with
respect to (i) any gain recognized by the U.S. holder on the sale or other disposition of its public shares (which may include gain
realized by reason of transfer of public shares that would otherwise qualify as non-recognition transactions for U.S. federal income
tax purposes) and (ii) any “excess distribution” made to the U.S. holder (generally, any distributions to such U.S.
holder during a taxable year of the U.S. holder that are greater than 125% of the average annual distributions received by such U.S.
holder in respect of the public shares during the three preceding taxable years of such U.S. holder or, if shorter, such U.S. holder’s
holding period for the public shares).
Under
these rules:
| · | the
U.S. holder’s gain or excess distribution will be allocated ratably over the U.S. holder’s
holding period for the public shares; |
| · | the
amount allocated to the U.S. holder’s taxable year in which the U.S. holder recognized
the gain or received the excess distribution, or to the period in the U.S. holder’s
holding period before the first day of our first taxable year in which we are a PFIC, will
be taxed as ordinary income; |
| · | the
amount allocated to other taxable years (or portions thereof) of the U.S. holder and included
in its holding period will be taxed at the highest tax rate in effect for that year and applicable
to the U.S. holder; and |
| · | an
additional tax equal to the interest charge generally applicable to underpayments of tax
will be imposed on the U.S. holder with respect to the tax attributable to each such other
taxable year of the U.S. holder. |
In
general, if we are determined to be a PFIC, a U.S. holder may avoid the PFIC tax consequences described above in respect of our public
shares by making a timely and valid QEF election (if eligible to do so) to include in income its pro rata share of our net capital
gains (as long-term capital gain) and other earnings and profits (as ordinary income), on a current basis, in each case, whether or not
distributed, in the taxable year of the U.S. holder in which or with which our taxable year ends. A U.S. holder generally may make a
separate election to defer the payment of taxes on undistributed income inclusions under the QEF rules, but if deferred, any such taxes
will be subject to an interest charge.
The
QEF election is made on a shareholder-by-shareholder basis and, once made, can be revoked only with the consent of the IRS. A U.S. holder
generally makes a QEF election by attaching a completed IRS Form 8621 (Information Return by a Shareholder of a Passive Foreign
Investment Company or Qualified Electing Fund), including the information provided in a PFIC Annual Information Statement, to a timely
filed U.S. federal income tax return for the tax year to which the election relates. Retroactive QEF elections generally may be made
only by filing a protective statement with such return and if certain other conditions are met or with the consent of the IRS. U.S. holders
are urged to consult their tax advisors regarding the availability and tax consequences of a retroactive QEF election under their particular
circumstances.
In
order to comply with the requirements of a QEF election, a U.S. holder must receive a PFIC Annual Information Statement from us. If we
determine we are a PFIC for any taxable year, upon written request, we will endeavor to provide to a U.S. holder such information as
the IRS may require, including a PFIC Annual Information Statement, in order to enable the U.S. holder to make and maintain a QEF election,
but there is no assurance that we will timely provide such required information. There is also no assurance that we will have timely
knowledge of our status as a PFIC in the future or of the required information to be provided.
If
a U.S. holder has made a QEF election with respect to our public shares, and the excess distribution rules discussed above do not
apply to such shares (because of a timely QEF election for our first taxable year as a PFIC in which the U.S. holder holds (or is deemed
to hold) such shares or a purge of the PFIC taint pursuant to a purging election, as described above), any gain recognized on the sale
of our public shares generally will be taxable as capital gain and no additional tax or interest charge will be imposed under the PFIC
rules. As discussed above, if we are a PFIC for any taxable year, a U.S. holder of our public shares that has made a QEF election will
be currently taxed on its pro rata share of our earnings and profits, whether or not distributed for such year. A subsequent distribution
of such earnings and profits that were previously included in income generally should not be taxable when distributed to such U.S. holder.
The tax basis of a U.S. holder’s shares in a QEF will be increased by amounts that are included in income, and decreased by amounts
distributed but not taxed as dividends, under the above rules. In addition, if we are not a PFIC for any taxable year, such U.S. holder
will not be subject to the QEF inclusion regime with respect to our public shares for such taxable year.
Alternatively,
if we are a PFIC and our public shares constitute “marketable stock,” a U.S. holder may avoid the adverse PFIC tax consequences
discussed above if such U.S. holder, at the close of the first taxable year in which it holds (or is deemed to hold) our public shares,
makes a mark-to-market election with respect to such shares for such taxable year. Such U.S. holder generally will include for each of
its taxable years as ordinary income the excess, if any, of the fair market value of its public shares at the end of such year over its
adjusted basis in its public shares. The U.S. holder also will recognize an ordinary loss in respect of the excess, if any, of its adjusted
basis of its public shares over the fair market value of its public shares at the end of its taxable year (but only to the extent of
the net amount of previously included income as a result of the mark-to-market election). The U.S. holder’s basis in its public
shares will be adjusted to reflect any such income or loss amounts, and any further gain recognized on a sale or other taxable disposition
of its public shares will be treated as ordinary income.
The
mark-to-market election is available only for “marketable stock,” generally, stock that is regularly traded on a national
securities exchange that is registered with the Securities and Exchange Commission, including Nasdaq (on which we intend to list the
public shares), or on a foreign exchange or market that the IRS determines has rules sufficient to ensure that the market price
represents a legitimate and sound fair market value. If made, a mark-to-market election would be effective for the taxable year for which
the election was made and for all subsequent taxable years unless the ordinary shares ceased to qualify as “marketable stock”
for purposes of the PFIC rules or the IRS consented to the revocation of the election. U.S. holders are urged to consult their tax
advisors regarding the availability and tax consequences of a mark-to-market election with respect to our public shares under their particular
circumstances.
If
we are a PFIC and, at any time, have a foreign subsidiary that is classified as a PFIC, U.S. holders generally would be deemed to own
a portion of the shares of such lower-tier PFIC, and generally could incur liability for the deferred tax and interest charge described
above if we receive a distribution from, or dispose of all or part of our interest in, the lower-tier PFIC or the U.S. holders otherwise
were deemed to have disposed of an interest in the lower-tier PFIC. We will endeavor to cause any lower-tier PFIC to provide to a U.S.
holder the information that may be required to make or maintain a QEF election with respect to the lower-tier PFIC. There can be no assurance
that we will have timely knowledge of the status of any such lower-tier PFIC. In addition, we may not hold a controlling interest in
any such lower-tier PFIC and thus there can be no assurance we will be able to cause the lower-tier PFIC to provide such required information.
U.S.
holders are urged to consult their tax advisors regarding the tax issues raised by lower-tier PFICs.
A
U.S. holder that owns (or is deemed to own) shares in a PFIC during any taxable year of the U.S. holder, may have to file an IRS Form 8621
(whether or not a QEF or mark-to-market election is made) and such other information as may be required by the U.S. Treasury Department.
Failure to do so, if required, will extend the statute of limitations until such required information is furnished to the IRS.
The
rules dealing with PFICs and with the QEF and mark-to-market elections are very complex and are affected by various factors in addition
to those described above. Accordingly, U.S. holders of our public shares are urged to consult their own tax advisors concerning the application
of the PFIC rules to our securities under their particular circumstances.
Non-U.S.
Holders
This
section applies to “Non-U.S. holders.” For purposes of this discussion, a “Non-U.S. holder” means a beneficial
owner of public shares that is neither a U.S. holder nor an entity or arrangement treated as a partnership for U.S. federal income tax
purposes.
Taxation
of Redemption as a Distribution
If
the redemption of a Non-U.S. holder’s public shares is treated as a distribution, as discussed above under the section entitled
“Tax Treatment of Redeeming Shareholders,” such a distribution generally will constitute a dividend for U.S. federal
income tax purposes to the extent paid out of our current or accumulated earnings and profits (as determined under U.S. federal income
tax principles). Unless such dividend is effectively connected with the Non-U.S. holder’s conduct of a trade or business within
the United States (and, if required by an applicable income tax treaty, is attributable to a U.S. permanent establishment or fixed base
maintained by the Non-U.S. holder), such dividend will generally not be subject to U.S. federal income or withholding tax. Distributions
in excess of our current and accumulated earnings and profits and that exceed the Non-U.S. holder’s adjusted tax basis in its public
shares will similarly not be generally subject to U.S. federal income or withholding tax unless effectively connected with the Non-U.S.
holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, is attributable
to a U.S. permanent establishment or fixed base maintained by the Non-U.S. holder).
Dividends
paid to a Non-U.S. holder that are effectively connected with the Non-U.S. holder’s conduct of a trade or business within the United
States (and, if required by an applicable income tax treaty, are attributable to a U.S. permanent establishment or fixed base maintained
by the Non-U.S. holder), will be subject to regular U.S. federal income tax as if the Non-U.S. holder were a U.S. resident, subject to
an applicable income tax treaty providing otherwise. A Non-U.S. holder that is a corporation for U.S. federal income tax purposes may
also be subject to an additional “branch profits tax” imposed at a rate of 30% (or such lower rate specified by an applicable
income tax treaty) on its “effectively connected earnings and profits” for the taxable year, as adjusted for certain items.
Taxation
of Redemption as a Sale of Public Shares
If
the redemption of a Non-U.S. holder’s public shares is treated as a sale, as discussed above under “Tax Treatment of Redeeming
Shareholders,” a Non-U.S. holder generally will not be subject to U.S. federal income or withholding tax in respect of gain
recognized in connection with such redemption, 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, if required by an applicable income tax treaty, is attributable
to a United States permanent establishment or fixed base maintained by the Non-U.S. holder);
or |
| · | the
Non-U.S. holder is an individual who is present in the United States for 183 days or more
during the taxable year of the redemption and certain other requirements are met. |
Unless
an applicable treaty provides otherwise, gain described in the first bullet point above generally will be subject to tax at generally
applicable U.S. federal income tax rates as if the Non-U.S. holder were a U.S. resident. A Non-U.S. holder that is a corporation for
U.S. federal income tax purposes may also be subject to an additional “branch profits tax” at a 30% rate (or such lower rate
specified by an applicable income tax treaty) on its “effectively connected earnings and profits” for the taxable year, as
adjusted for certain items.
Gain
described in the second bullet point above generally will be subject to U.S. federal income tax at a rate of 30% (or such lower rate
specified by an applicable income tax treaty), which generally may be offset by U.S. source capital losses of the Non-U.S. holder, provided
the Non-U.S. holder has timely filed U.S. federal income tax returns with respect to such losses.
Information
Reporting and Backup Withholding
Generally,
information reporting requirements may apply in connection with payments made to U.S. holders or Non-U.S. holders in connection with
a redemption of public shares.
Backup
withholding of tax (currently at a rate of 24%) generally will apply to cash payments to which a U.S. holder is entitled in connection
with a redemption of public shares, unless the U.S. holder provides the applicable withholding agent with a properly completed and executed
IRS Form W-9 providing such U.S. holder’s correct taxpayer identification number and certifying that such holder is not subject
to backup withholding, or otherwise establishes an exemption. A Non-U.S. holder generally will eliminate the requirement for information
reporting and backup withholding by providing certification of its foreign status, under penalties of perjury, on a duly executed applicable
IRS Form W-8 or by otherwise establishing an exemption.
Backup
withholding is not an additional tax. The amount of any backup withholding from a payment to a U.S. holder or Non-U.S. holder generally
will be allowed as a credit against such holder’s U.S. federal income tax liability, if any, and may entitle such holder to a refund,
provided that the required information is timely furnished to the IRS.
THE
DISCUSSION ABOVE IS BASED ON CURRENT LAW. LEGISLATIVE, ADMINISTRATIVE OR JUDICIAL CHANGES OR INTERPRETATIONS, WHICH CAN APPLY RETROACTIVELY,
COULD AFFECT THE ACCURACY OF THE STATEMENTS SET FORTH THEREIN. THIS DISCUSSION IS FOR GENERAL INFORMATION PURPOSES ONLY. IT DOES NOT
ADDRESS TAX CONSIDERATIONS THAT MAY VARY WITH, OR ARE CONTINGENT ON, A HOLDER’S INDIVIDUAL CIRCUMSTANCES NOR THE APPLICATION
OF ANY U.S. NON-INCOME TAX LAWS OR THE LAWS OF ANY STATE, LOCAL OR NON-U.S. JURISDICTION. HOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS
REGARDING SUCH MATTERS AND THE TAX CONSEQUENCES OF A REDEMPTION OF THEIR PUBLIC SHARES TO THEM IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES.
Required
Vote
Approval
of the Extension Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of shareholders
holding at least two-thirds (2/3) of the Company’s ordinary shares entitled to vote and which are voted on such resolution (in
person (including virtually) or by proxy) at the Extraordinary Meeting at which a quorum is present.
Approval
of the Trust Amendment Proposal requires the affirmative vote of at least sixty-five percent (65%) of the issued and outstanding public
and Founder Shares, voting together as a single class.
Approval
of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a
majority of the Company’s ordinary shares entitled to vote and which are voted on such resolution (in person (including virtually)
or by proxy) at the Extraordinary Meeting at which a quorum is present.
Holders
of the Founder Shares are expected to vote any ordinary shares owned by them in favor of the Extension Proposals. As of the Record Date,
holders of the Founder Shares in the aggregate are entitled to vote 5,000,000 Founder Shares, which represents 20% of the Company’s
issued and outstanding ordinary shares.
In
addition, subject to Rule 14e-5, during the period when they are not aware of any material nonpublic information regarding the Company
or its securities or otherwise, the insiders may purchase public shares in privately negotiated transactions or in the open market prior
to or following the Extraordinary Meeting, although they are under no obligation to do so. Any such purchases that are completed after
the Record Date for the Extraordinary Meeting may include a contractual acknowledgment with a selling shareholder that such shareholder,
for so long as it remains the record holder of the shares in question, will vote in favor of the Extension Proposals and/or will not
exercise its redemption rights with respect to the shares so purchased. The purpose of such share purchases and other transactions would
be to increase the likelihood that the proposals to be voted upon at the Extraordinary Meeting is approved by the requisite number of
votes and to reduce the number of public shares that are redeemed. In the event that such purchases do occur, the purchasers may seek
to purchase shares from shareholders that would otherwise have voted against the Extension Proposals and elected to redeem their shares
for a portion of the Trust Account. Any public shares held by or subsequently purchased by our affiliates may be voted in favor of the
Extension Amendment Proposal. None of the insiders may make any such purchases when they are in possession of any material nonpublic
information not disclosed to the seller or during a restricted period under Regulation M under the Exchange Act.
Recommendation
As
discussed above, after careful consideration of all relevant factors, the Board has determined that the Extension Proposals are in the
best interests of the Company and its shareholders. The Board has approved and declared advisable adoption of the Extension Proposals.
THE
BOARD RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE EXTENSION AMENDMENT PROPOSAL AND TRUST AMENDMENT PROPOSAL. THE BOARD EXPRESSES
NO OPINION AS TO WHETHER YOU SHOULD REDEEM YOUR PUBLIC SHARES.
The
existence of financial and personal interests of our directors and officers may result in a conflict of interest on the part of one or
more of the directors or officers between what he, she or they may believe is in the best interests of the Company and its shareholders
and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for
the proposals. See “ The Extension Proposals — Interests of the Company’s Sponsor, Directors and Executive Officers”
for a further discussion.
THE
ADJOURNMENT PROPOSAL
Overview
The
Adjournment Proposal, if adopted, will allow the Board to adjourn the Extraordinary Meeting to a later date or dates, if necessary or
appropriate, to permit further solicitation of proxies in the event that there are insufficient votes for, or otherwise in connection
with, the Extension Proposals. The Adjournment Proposal will be presented to our shareholders only in the event that there are insufficient
votes for, or otherwise in connection with, the approval of the Extension Proposals.
Consequences
if the Adjournment Proposal Is Not Approved
If
the Adjournment Proposal is not approved by our shareholders, the Board may not be able to adjourn the Extraordinary Meeting to a later
date in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Proposals.
Required
Vote
Approval
of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a
majority of the Company’s ordinary shares entitled to vote and which are voted on such resolution (in person (including virtually)
or by proxy) at the Extraordinary Meeting at which a quorum is present. Accordingly, if a valid quorum is otherwise established, a shareholder’s
failure to vote by proxy or in person (including virtually) at the Extraordinary Meeting or an abstention will have no effect on the
outcome of the 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
As
discussed above, after careful consideration of all relevant factors, the Board has determined that the Adjournment Proposal is in the
best interests of the Company and its shareholders. The Board has approved and declared advisable the adoption of the Adjournment Proposal.
IF
PRESENTED, THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE ADJOURNMENT PROPOSAL.
The
existence of financial and personal interests of our directors and officers may result in a conflict of interest on the part of one or
more of the directors or officers between what he, she or they may believe is in the best interests of the Company and its shareholders
and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for
the Extension Proposals. See “The Extension Proposals — Interests of the Company’s Sponsor, Directors and Executive
Officers” for a further discussion.