BACKGROUND
We are a blank check company incorporated on April 22, 2021 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.
On December 21, 2021, we consummated the IPO of 17,250,000 units at a price of $10.00 per unit, including 2,250,000 units issued upon the full exercise of the underwriter’s over-allotment option, generating gross proceeds of $172,500,000. Each unit consisted of one Class A ordinary share and one-half of one redeemable warrant, with each whole warrant entitling the holder to purchase one Class A ordinary share at a price of $11.50 per share. Simultaneously with the consummation of the IPO, we consummated the private placement of 10,625,000 private placement warrants at a price of $1.00 per private placement warrant, generating total proceeds of $10,625,000. Upon the closing of the IPO, $177,675,000 was deposited into the Trust Account, with the remaining proceeds used to pay offering expenses and our working capital needs.
On April 12, 2023, Credit Suisse executed a letter agreement with the Company, in which they waived the deferred underwriting fee of $6,037,500, with respect to the Business Combination.
On June 16, 2023, we, PubCo, Merger Sub and JEPLAN entered into the Business Combination Agreement, and we issued the Promissory Note to the Sponsor. For more information about the Business Combination and the Promissory Note, see our Current Report on Form 8-K filed with the SEC on June 16, 2023.
On June 21, 2023, we extended the date by which we must consummate an initial business combination from June 21, 2023 to September 21, 2023, following the deposit of $1,725,000 into its Trust Account by the Sponsor on the same day.
Following our IPO, the proceeds held in the Trust Account were invested by the trustee only in United States government securities within the meaning of Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less, or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the Investment Company Act (or any successor rule), which invest only in direct U.S. government treasury obligations. However, to mitigate the risk of being viewed as operating as an unregistered investment company (including pursuant to the subjective test of Section 3(a)(1)(A) of the Investment Company Act), we have instructed Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account, to liquidate the U.S. government securities or money market funds held in the Trust Account and to hold all funds in the Trust Account in cash in an interest-bearing demand deposit account at a bank until the earlier of consummation of our initial business combination or our dissolution. Such deposit account carries a variable rate and we cannot assure you that such rate will not decrease or increase significantly. If we only receive minimal interest, if any, on the funds held in the Trust Account following such liquidation, the dollar amount that our public shareholders would receive upon any redemption or liquidation of the Company will be reduced.
Our Sponsor, directors and officers have interests in the proposals that may be different from, or in addition to, your interests as a shareholder, subject to any fiduciary duties that they may have under Cayman Islands law. These interests include, among other things, direct or indirect ownership of founder shares and private placement warrants and advances that will not be repaid in the event of our winding up and the possibility of future compensatory arrangements. See the section entitled “The Extraordinary General Meeting — Interests of our Sponsor, Directors and Officers.”
On the record date of the Extraordinary General Meeting, there were 21,562,500 ordinary shares outstanding, of which 17,250,000 were public shares and 4,312,500 were founder shares. The founder shares carry voting rights in connection with the Extension Amendment Proposal and the Adjournment Proposal, and we have been informed by our Initial Shareholders, which hold an aggregate of 4,312,500 founder shares that they intend to vote in favor of the Extension Amendment Proposal and the Adjournment Proposal.
Our principal executive offices are located at 10 Collyer Quay, #37-00 Ocean Financial Center, Singapore and our telephone number is 852 2918-0050.