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In addition, we intend to capitalize on the ability of our management team to identify and acquire a business in the Fintech or financial services industries that can benefit from our experience and differentiated global network.
+Added: Business Combination Agreement
+Added: On April 3, 2023, Insight Acquisition Corp., a Delaware corporation (“SPAC”), Avila Amalco Sub Inc., an Alberta corporation (“Amalco Sub”) and Avila Energy Corporation, an Alberta corporation (“Avila”), entered into a business combination agreement and plan of merger (the “BCA”) pursuant to which SPAC will acquire Avila for consideration of shares in SPAC following its redomicile into the Province of Alberta (as further explained below).
+Added: The terms of the BCA, which contains customary representations and warranties, covenants, closing conditions and other terms relating to the mergers and the other transactions contemplated thereby, are summarized below.
+Added: The Company’s entry into the BCA was previously disclosed in the Company’s Current Report on Form 8-K, which was filed on April 4, 2023, and is incorporated herein by reference.
+Added: Extension of Term and Charter Amendments
+Added: On March 6, 2023 we held a special meeting (the “Special Meeting”) of stockholders.
+Added: At the Special Meeting, the company’s stockholders were asked to vote on the following items:
+Added: (i) a proposal to amend our amended and restated certificate of incorporation to extend the date by which the company has to consummate a business combination for an additional one month, from March 7, 2023 to April 7, 2023 and thereafter, at the discretion of the board of directors of the company and without a vote of the stockholders, up to five (5) times for an additional one month each time, for a total of up to five additional months to September 7, 2023, (ii) a proposal to amend the company’s amended and restated certificate of incorporation to eliminate the limitation that the company may not redeem public shares to the extent that such redemption would result in the company having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) of less than $5,000,001 (the “Redemption Limitation”) in order to allow the company to redeem public shares irrespective of whether such redemption would exceed the Redemption Limitation, (iii) a proposal to amend the amended and restated certificate of incorporation to provide for the right of a holder of Class B common stock of the company, par value $0.0001 per share (“Class B Common Stock”) to convert such shares into shares of Class A common stock of the company, par value $0.0001 per share (“Class A Common Stock”) on a one-for-one basis prior to the closing of a business combination at the election of the holder (the “Third Charter Amendment Proposal”).
+Added: All of the proposals were approved by stockholders.
+Added: In connection with the vote on the Charter Amendment Proposals, the company was required to give stockholders the right to redeem their shares.
+Added: A total of 21,151,393 shares of Class A Common Stock, which represents approximately 88.1% of the shares that were part of the units that were sold in the company’s initial public offering elected to redeem.
+Added: Following such redemptions, approximately $28,744,831 remained in the trust account and 2,848,607 shares of Class A Common Stock will remain issued and outstanding.
Company History
On September 7, 2021, we consummated our IPO of 24,000,000 units (the “Units”).
−Removed: Each Unit consists of one share of Class A common stock of the company, par value $0.0001 per share, and one-half
−Removed: of one redeemable warrant of the company (“Warrant”), with each whole Warrant entitling the holder thereof to purchase one share of Class A common stock for $11.50 per share, subject to adjustment.
+Added: Each Unit consists of one share of Class A common stock of the company, par value $0.0001 per share, and one-half of one redeemable warrant of the company (“Warrant”), with each whole Warrant entitling the holder thereof to purchase one share of Class A common stock for $11.50 per share, subject to adjustment.
The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the company of $240,000,000.
−Removed: The company granted the underwriters of the IPO, a 45-day
−Removed: option to purchase up to 3,600,000 additional Units solely to cover over-allotments, if any.
+Added: The company granted the underwriters of the IPO, a 45-day option to purchase up to 3,600,000 additional Units solely to cover over-allotments, if any.
Simultaneously with the closing of the IPO, the company completed the private sale of an aggregate of 7,500,000 warrants (the “Sponsor Private Placement Warrants”) to Insight Acquisition Sponsor LLC at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the company of $7,500,000.
In addition, simultaneously with the closing of the IPO, the company completed the private sale of an aggregate of 1,200,000 warrants (the “UW Private Placement Warrants” and together with the Sponsor Private Placement Warrants, the “Private Placement Warrants”) to Cantor and Odeon at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the company of $1,200,000.
−Removed: The Private Placement Warrants are identical to the Warrants sold in the IPO, except that the Private Placement Warrants, so long as they are held by the purchasers thereof or their permitted transferees, (i) are not redeemable by the company, (ii) may not (including the Class A common stock 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 the company’s initial business combination, (iii) may be exercised by the holders on a cashless basis and (iv) are subject to the lock-up
−Removed: and registration rights limitations imposed by FINRA Rule 5110.
+Added: The Private Placement Warrants are identical to the Warrants sold in the IPO, except that the Private Placement Warrants, so long as they are held by the purchasers thereof or their permitted transferees, (i) are not redeemable by the company, (ii) may not (including the Class A common stock 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 the company’s initial business combination, (iii) may be exercised by the holders on a cashless basis and (iv) are subject to the lock-up and registration rights limitations imposed by FINRA Rule 5110.
No underwriting discounts or commissions were paid with respect to such sale.
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maintained by Continental Stock Transfer & Trust Company, acting as trustee.
−Removed: Except with respect to interest earned on the funds held in the trust account that may be released to the company to pay its taxes, the funds held in the trust account will not be released from the trust account until the earliest of (i) the completion of the company’s initial business combination, (ii) the redemption of any shares of Class A common stock included in the Units sold in the IPO (“public shares”) properly submitted in connection with a stockholder vote to amend the company’s amended and restated certificate of incorporation to modify the substance or timing of the company’s obligation to redeem 100% of the public shares if the company does not complete its initial business combination within 18 months from the closing of the IPO, or with respect to any other material provisions relating to stockholders’ rights or pre-initial
−Removed: business combination activity and (iii) the redemption of the public shares if the company is unable to complete an initial business combination within 18 months from the closing of the IPO, subject to applicable law.
−Removed: On October 16, 2021, the 45-day
−Removed: over-allotment option granted to the underwriters of our IPO expired unexercised.
+Added: Except with respect to interest earned on the funds held in the trust account that may be released to the company to pay its taxes, the funds held in the trust account will not be released from the trust account until the earliest of (i) the completion of the company’s initial business combination, (ii) the redemption of any shares of Class A common stock included in the Units sold in the IPO (“public shares”) properly submitted in connection with a stockholder vote to amend the company’s amended and restated certificate of incorporation to modify the substance or timing of the company’s obligation to redeem 100% of the public shares if the company does not complete its initial business combination by May 7, 2023, which may be extended by our board of directors in their
+Added: sole discretion on a monthly basis up to and including September 7, 2023, or with respect to any other material provisions relating to stockholders’ rights or pre-initial business combination activity and (iii) the redemption of the public shares if the company is unable to complete an initial business combination by May 7, 2023, which may be extended by our board of directors in their sole discretion on a monthly basis up to and including September 7, 2023, subject to applicable law.
+Added: On October 16, 2021, the 45-day over-allotment option granted to the underwriters of our IPO expired unexercised.
On October 20, 2021, we announced that holders of the Units may elect to separately trade the Class A Common Stock and Warrants.
Those Units not separated will continue to trade on the NYSE under the symbol “INAQ.U,” and the Class A common stock and redeemable warrants that are separated will trade on the NYSE under the symbols “INAQ” and “INAQ WS,” respectively.
+Added: The NYSE notified us that our warrants were no longer suitable for listing on the NYSE due to trading price levels, pursuant to Section 802.01D of the NYSE Listed Company Manual.
+Added: As a result, the NYSE commenced proceedings to delist our warrants from the NYSE, which delisting became effective on January 25, 2023.
Business Strategy
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We will target companies where we can be a long-term partner, supporting their path towards market leadership.
−Removed: We believe there are many potential targets within the FinTech (as well as adjacent technologies), asset and wealth management, and broader financial services sectors that could become attractive public companies.
+Added: While we may pursue an acquisition in any business industry or sector, we initially concentrated our efforts in the FinTech (as well as adjacent technologies), asset and wealth management, and broader financial services sectors that could become attractive public companies.
These potential targets exhibit a broad range of business models and financial characteristics from mature businesses with recurring revenues and strong cash flows to high growth innovative companies.
−Removed: We do not intend to limit our search to one segment of the financial services ecosystem, but will instead target a wide variety of companies across the financial services and technology sectors, with a focus on FinTech and adjacent technologies.
−Removed: The FinTech sector, for example, saw $45.3 billion of financing volume in 2020.
−Removed: Q1 2021 was the largest and most active quarter ever for FinTech financing activity with over $29 billion in volume across more than 750 transactions
−Removed: During the same period, there was an active IPO market, with six US FinTech initial public offerings.
−Removed: Additionally, 2021 was an active year for special purpose acquisition company (“SPAC”) transactions (16 completed through June 2021) in the FinTech sector, or mergers between FinTech companies and SPACs, with announced deal values of $54.9 billion.
−Removed: Total announced merger and acquisition (“M&A”) dollar volume reached $95 billion in Q1 2021, with 21 deals all valued over $1 billion, the most ever in a single quarter
−Removed: The wealth industry has attracted the attention of private equity investors due to its steady growth, high profit margins, consistent cash flow, and low capital requirements.
−Removed: M&A across the vertical remains a principal path to solving strategic challenges and repositioning businesses for growth.
−Removed: Transaction activity remained high in 2020 with 253 announced transactions, a slight reduction year-over-year with the previous year’s 270 transactions.
−Removed: The 2020 transactions included 51 traditional asset manager sales, 51 alternative asset manager sales, and 151 private wealth manager sales.
−Removed: 2020 deal activity was spread across firms with different sizes of assets under management (“AUM”).
−Removed: The transacted AUM rose to $2.9 trillion, implying an average AUM per transaction of $11.6 billion in 2020 versus $1.3 trillion in AUM transacted in 2019, implying an average AUM per transaction of $4.67 billion for that year.
−Removed: According to McKinsey & Company research, in 2000, the North American wealth management industry totaled $13 trillion in client assets, which grew by approximately 45%, reaching roughly $19 trillion in 2010.
−Removed: There were approximately 420,000 advisors in the US and Canada in 2010.
−Removed: By the end of the third quarter of 2020, the industry was managing a record-high $34.7 trillion in client assets, with annualized year-to-date net flows
−Removed: at a healthy 2.6%.
−Removed: While as of 2018, the total number of advisors remained largely unchanged from 2010, the advisor workforce aged materially in the US, with only 25% under the age of 44, compared to 33% in 2010.
−Removed: Future industry consolidation will be driven by the fact that a substantial number of advisors are expected to retire over the next decade with their managed assets becoming available for acquisition.
−Removed: These retirements are further fueled by the level of education and professional competency demanded of advisors.
−Removed: The industry is also experiencing a substantial transfer of generational assets and an influx of new generational assets, with a direction towards advisors and companies possessing strong technology.
−Removed: As a consequence, businesses are constantly looking to implement, invest or acquire technology platforms that can further their growth and differentiate their product offerings.
−Removed: This disruption and change in the delivery of financial services includes, among others, digital payments, digital advice (robo-advice), exchanges and trading platforms, the use of big data and artificial intelligence, cloud computing and digital assets.
−Removed: As modelled by Aite Group, assets managed on digital investment platforms are set to increase from AUM of $343 billion in the third quarter of 2019 to $1.68 trillion by 2025 and according to Juniper Research, consumer spending via digital wallets will exceed $10 trillion in 2025, an 83% increase from the $5.5 trillion spent via digital wallets in 2020.
−Removed: According to the Ernst & Young Global Capital Confidence Barometer, 89% of wealth and asset managers that responded to their surveys agreed that digital transformation will present them with opportunities to reposition their overall business strategy and reshape their portfolios.
−Removed: Of the executives surveyed, 77% believe that their chief executive has a clear vision to achieve accelerated digital transformation through M&A.
−Removed: With increased adoption of technology solutions by consumers and businesses alike, we believe that all components of the industry including both mature and innovative newcomers are poised for continued growth in overall market size and penetration.
−Removed: Key industry characteristics include long-term organic growth, attractive competitive dynamics, and further consolidation opportunities to scale.
−Removed: Key business characteristics include high barriers to entry, low risk of technological obsolescence, and public market-ready scale.
−Removed: Key financial metrics include organic revenue growth, recurring revenues, and strong cash flow conversion.
−Removed: We will seek to acquire established businesses that we believe are fundamentally sound, but potentially would benefit from the financial, operational, technological, strategic or managerial improvements our company and management team can provide to maximize value.
−Removed: We will also look at earlier-stage companies that exhibit the potential to transform the industries in which they participate, and which offer the potential of sustained high levels of revenue growth.
Our Past SPAC Company Blank Check Experience
Jeffrey Gary, who is our CEO and CFO, was an officer and director of Fusion Acquisition Corp.
−Removed: “Fusion I”), a special purpose acquisition company that completed its initial public offering in June 2020 in which it sold units, each consisting of one share of Class A common stock and one-half of one
−Removed: warrant to purchase one share of Class A common stock for an offering price of $10.00 per unit, generating aggregate proceeds of approximately $350,000,000.
+Added: “Fusion I”), a special purpose acquisition company that completed its initial public offering in June 2020 in which it sold units, each consisting of one share of Class A common stock and one-half of one warrant to purchase one share of Class A common stock for an offering price of $10.00 per unit, generating aggregate proceeds of approximately $350,000,000.
On September 22, 2021, Fusion I closed its agreement and plan of merger with MoneyLion Inc.
3 unchanged sentences
Jeffrey Gary, who is our CEO and CFO, was also an officer and director of Fusion Acquisition II Corp.
−Removed: “Fusion II”), a special purpose acquisition company that completed its initial public offering in February 2021 in which it sold units, each consisting of one share of Class A common stock and one-third of one
−Removed: warrant to purchase one share of Class A common stock for an offering price of $10.00 per unit, generating aggregate proceeds of approximately $500,000,000.
+Added: “Fusion II”), a special purpose acquisition company that completed its initial public offering in February 2021 in which it sold units, each consisting of one share of Class A common stock and one-third of one warrant to purchase one share of Class A common stock for an offering price of $10.00 per unit, generating aggregate proceeds of approximately $500,000,000.
Our Management Team
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Prior to that, he was Head of Alternative Investments at Third Avenue Management.
−Removed: From 2004 to 2009, he was co-President
−Removed: of Ivy Asset Management, an institutional fund of hedge funds business.
+Added: From 2004 to 2009, he was co-President of Ivy Asset Management, an institutional fund of hedge funds business.
Singer began his career at Weiss, Peck & Greer, where he spent nine years and served as Senior Managing Director and Executive Committee Member.
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Jeffrey Gary is our Chief Executive Officer and Chief Financial Officer.
−Removed: Gary has a 30-year
−Removed: track record in the investment and financial services industry, including significant M&A experience.
+Added: Gary has a 30-year track record in the investment and financial services industry, including significant M&A experience.
He is an experienced board member and investor, having worked on numerous transactions with SPACs and public and private equity companies and has directly led audit, fiduciary, and corporate governance committees of these companies.
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His role also included making investments and negotiating capital structures for numerous corporate buyout and acquisition transactions.
−Removed: He also successfully launched and managed several new investment businesses between 1996 and 2018, and was an angel investor/advisor for a start-up
−Removed: healthcare company.
+Added: He also successfully launched and managed several new investment businesses between 1996 and 2018, and was an angel investor/advisor for a start-up healthcare company.
For a number of years, Mr.
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Pascucci was Managing Partner at Lightbank, an early stage venture capital firm where he led investments in Clearcover, Extend and Billtrim.
−Removed: From August 2016 to January 2017, he was Venture Partner and Investment Director at Munich Re | HSB Ventures, a Global 100 diversified insurance company where he led investments in insurtech.
+Added: From August 2016 to January 2017, he was Venture Partner and Investment Director at Munich Re | HSB Ventures, a Global 100 diversified
+Added: insurance company where he led investments in insurtech.
From September 2015 to August 2016, he was a Consultant and Advisor at Attraction Ventures LLC, a consulting practice to corporate venture capital programs and venture capital firms.
14 unchanged sentences
Ullman served as Chief Commercial Officer of Orchard Platform and Chief Executive Officer of its broker-dealer subsidiary (Orchard Platform Markets LLC) prior to its sale to Kabbage in 2018.
−Removed: From 2006 to 2016, he was the founder of Right
−Removed: Wall Capital Management LLC, a firm focused on investing in the financial services sector, including financial technology companies.
+Added: From 2006 to 2016, he was the founder of Right Wall Capital Management LLC, a firm focused on investing in the financial services sector, including financial technology companies.
From 2001 to 2006, Mr.
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Innovative firms are leveraging new technologies such as cloud computing and artificial intelligence to disrupt traditional industries and establish new markets.
−Removed: Furthermore, the global COVID-19 pandemic
−Removed: has accelerated digital transformation across the globe, providing a tailwind for technology disruptors across all industries.
+Added: Furthermore, the global COVID-19 pandemic has accelerated digital transformation across the globe, providing a tailwind for technology disruptors across all industries.
As the world adapts to the new normal and continues to adopt these newly created solutions and services, we believe that technology companies with the right market fit are positioned to benefit from significant value creation.
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If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or used for redemptions of our Class A common stock, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of the post-transaction company, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital.
−Removed: We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us.
−Removed: Accordingly, there is no current basis for investors to evaluate the possible merits or risks of the target business with which we may ultimately complete our initial business combination.
−Removed: Although our management will assess the risks inherent in a particular target business with which we may combine, we cannot assure you that this assessment will result in our identifying all risks that a target business may encounter.
−Removed: Furthermore, some of those risks may be outside of our control, meaning that we can do nothing to control or reduce the chances that those risks will adversely affect a target business.
We may need to obtain additional financing to complete our initial business combination, either because the transaction requires more cash than is available from the proceeds held in our trust account or because we become obligated to redeem a significant number of our public shares upon completion of the business combination, in which case we may issue additional securities or incur debt in connection with such business combination.
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We are not currently a party to any arrangement or understanding with any third party with respect to raising any additional funds through the sale of securities, the incurrence of debt or otherwise.
−Removed: We filed a Registration Statement on Form 8-A with
−Removed: the SEC to voluntarily register our securities under Section 12 of the Exchange Act.
+Added: We filed a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Exchange Act.
As a result, we are subject to the rules and regulations promulgated under the Exchange Act.
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We believe that this network will provide us with multiple investment opportunities.
−Removed: In addition, we anticipate that target business combination candidates will be brought to our attention by various unaffiliated sources, including participants in our targeted markets and their advisors, private equity funds and large business enterprises seeking to divest non-core assets
−Removed: or divisions.
+Added: In addition, we anticipate that target business combination candidates will be brought to our attention by various unaffiliated sources, including participants in our targeted markets and their advisors, private equity funds and large business enterprises seeking to divest non-core assets or divisions.
While we do not presently anticipate engaging the services of professional firms or other individuals that specialize in business acquisitions on any formal basis, we may engage these firms or other individuals in the future, in which event we may pay a finder’s fee, consulting fee or other compensation to be determined in an arm’s length negotiation based on the terms of the transaction.
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Directors, Executive Officers and Corporate Governance—Conflicts of Interest,” each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to another entity pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity.
−Removed: Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity.
+Added: Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual
+Added: obligations to present such business combination opportunity to such other entity.
Our amended and restated certificate of incorporation provides that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation.
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We are a blank check company incorporated as a Delaware corporation on April 20, 2021.
−Removed: Our executive offices are located at 333 East 91 st
−Removed: Street, New York, New York 10128, and our telephone number is (917) 374-2922.
+Added: Our executive offices are located at 333 East 91 st Street, New York, New York 10128, and our telephone number is (917) 374-2922.
Our website address is www.insightacqcorp.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 Annual Report.
−Removed: Financial Position
−Removed: With funds held in the trust account available for a business combination in the amount of approximately $241,205,192 as of December 31, 2021 assuming no redemptions and after payment of $12,000,000 of deferred underwriting commissions, before estimated offering and working capital expenses, we offer a target business a variety of options such as creating a liquidity event for its owners, providing capital for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt ratio.
−Removed: Because we are able to complete our initial business combination using our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid to the target business to fit its needs and desires.
−Removed: However, we have not taken any steps to secure third-party financing and there can be no assurance it will be available to us.
Lack of Business Diversification
34 unchanged sentences
None of the funds in the trust account will be used to purchase shares or public warrants in such transactions.
−Removed: If they engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material non-public information
−Removed: not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act.
+Added: If they engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act.
In the event that our sponsor, initial stockholders, directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions from public stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares.
−Removed: We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act;
+Added: We do not currently anticipate that such
+Added: purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act;
however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules.
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Our sponsor, executive officers, directors, advisors or any of their affiliates will select which stockholders to purchase shares from based on a negotiated price and number of shares and any other factors that they may deem relevant, and will only purchase shares if such purchases comply with Regulation M under the Exchange Act and the other federal securities laws.
−Removed: Our sponsor, officers, directors and/or their affiliates will be restricted from making purchases of shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of
−Removed: the Exchange Act.
+Added: Our sponsor, officers, directors and/or their affiliates will be restricted from making purchases of shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act.
We expect any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchases are subject to such reporting requirements.
Redemption Rights for Public Stockholders upon Completion of Our Initial Business Combination
−Removed: We will provide our public stockholders with the opportunity to redeem all or a portion of their shares of Class A common stock upon the completion of our initial business combination at a per-share price,
−Removed: payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, subject to the limitations and on the conditions described herein.
−Removed: The per-share
−Removed: amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters.
+Added: We will provide our public stockholders with the opportunity to redeem all or a portion of their shares of Class A common stock upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, subject to the limitations and on the conditions described herein.
+Added: The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters.
Our initial stockholders, sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares they may hold in connection with the completion of our initial business combination.
1 unchanged sentence
Limitations on Redemptions
−Removed: Our amended and restated certificate of incorporation provides that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001.
−Removed: In addition, our proposed initial business combination may impose a minimum cash requirement for:
+Added: Our proposed initial business combination may impose a minimum cash requirement for:
(i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions.
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Our initial stockholders will count towards this quorum and, pursuant to the letter agreement, our sponsor, officers and directors have agreed to vote any founder shares they hold and any public shares purchased (including in open market and privately-negotiated transactions), and the anchor investors have agreed to vote any founder shares held by them, in favor of our initial business combination.
−Removed: For purposes of seeking approval of the majority of our outstanding shares of common stock voted, non-votes will
−Removed: have no effect on the approval of our initial business combination once a quorum is obtained.
−Removed: As a result, in addition to our initial stockholders’ founder shares, we would need only 9,000,001, or 37.5%, of the 24,000,000 public shares sold in our IPO to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all outstanding shares are voted), or 1,500,00,001, or 6.25%, of the 24,000,000 public shares sold in our IPO to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming only the minimum number of shares are voted).
+Added: For purposes of seeking approval of the majority of our outstanding shares of common stock voted, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained.
+Added: As a result of the recent redemptions by our public shareholders, our initial stockholders hold a sufficient number of shares to vote in favor of an initial business combination in order to have our initial business combination approved.
These quorum and voting thresholds, and the voting agreements of our initial stockholders and the anchor investors, may make it more likely that we will consummate our initial business combination.
1 unchanged sentence
If a stockholder vote is not required and we do not decide to hold a stockholder vote for business or other legal reasons, we will:
−Removed: conduct the redemptions pursuant to Rule 13e-4 and
−Removed: Regulation 14E of the Exchange Act, which regulate issuer tender offers, and
+Added: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and
file tender offer documents with the SEC prior to completing our initial business combination, which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.
−Removed: In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under
−Removed: the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period.
−Removed: In addition, the tender offer will be conditioned on public stockholders not tendering more than a specified number of public shares, which number will be based on the requirement that we may not redeem public shares in an amount that would cause our net tangible assets to be less than $5,000,001.
+Added: In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period.
If public stockholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial business combination.
−Removed: Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we or our sponsor will terminate any plan established in accordance with Rule 10b5-1 to
−Removed: purchase shares of our Class A common stock in the open market, in order to comply with Rule 14e-5 under
−Removed: the Exchange Act.
+Added: Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we or our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase shares of our Class A common stock in the open market, in order to comply with Rule 14e-5 under the Exchange Act.
We intend to require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to, at the holder’s option, either deliver their stock certificates to our transfer agent or deliver their shares to our transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system, prior to the date set forth in the proxy materials or tender offer documents, as applicable.
4 unchanged sentences
If the proposed initial business combination is not approved and we continue to search for a target company, we will promptly return any certificates or shares delivered by public stockholders who elected to redeem their shares.
−Removed: Our amended and restated certificate of incorporation provides that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001.
−Removed: In addition, our proposed initial business combination may impose a minimum cash requirement for:
+Added: Our proposed initial business combination may impose a minimum cash requirement for:
(i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions.
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In the case of proxy materials, this date may be up to two business days prior to the vote on the proposal to approve the initial business combination.
−Removed: In addition, if we conduct redemptions in connection with a stockholder vote, we intend to require a public stockholder seeking redemption of its public shares to also submit a written request for redemption to our transfer agent two business days prior to the vote in which the name of the beneficial owner of such shares is included.
+Added: In addition, if we conduct redemptions in connection with a stockholder vote, we intend to require a public stockholder seeking redemption of its public shares to also submit a written request for redemption to our transfer agent two business days prior to
+Added: the vote in which the name of the beneficial owner of such shares is included.
The proxy materials or tender offer documents, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public stockholders to satisfy such delivery requirements.
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In such case, we will promptly return any certificates delivered by public holders who elected to redeem their shares.
−Removed: If our initial proposed initial business combination is not completed, we may continue to try to complete an initial business combination with a different target until 18 months from the closing of our IPO.
Redemption of Public Shares and Liquidation if No Initial Business Combination
−Removed: Our amended and restated certificate of incorporation provides that we will have only 18 months from the closing of our IPO to complete our initial business combination.
−Removed: If we are unable to complete our initial business combination within such 18-month period,
−Removed: (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,
−Removed: payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.
−Removed: There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination within the 18-month time
−Removed: Our initial stockholders, sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to complete our initial business combination within 18 months from the closing of our IPO or any extended period of time that we may have to consummate an initial business combination as a result of an amendment to our amended and restated certificate of incorporation.
−Removed: However, if our initial stockholders, sponsor or management team or the anchor investors acquire public shares, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the allotted 18-month time
−Removed: Our initial stockholders, sponsor, officers and directors have agreed, pursuant to a letter agreement with us, that they will not propose any amendment to our amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 18 months from the closing of our IPO or with respect to any other material provisions relating to stockholders’ rights or pre-initial business
−Removed: combination activity, unless we provide our public stockholders with the opportunity to redeem their public shares upon approval of any such amendment at a per-share price,
−Removed: payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable), divided by the number of then outstanding public shares.
−Removed: However, we may not redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001.
−Removed: If this optional redemption right is exercised with respect to an excessive number of public shares such that we cannot satisfy the net tangible asset requirement, we would not proceed with the amendment or the related redemption of our public shares at such time.
+Added: Our amended and restated certificate of incorporation, as amended, provides that we will have until May 7, 2023 to complete our initial business combination, which may be extended by our board of directors in their sole discretion on a monthly basis up to and including September 7, 2023.
+Added: If we are unable to complete our initial business combination by such date, we will:
+Added: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.
+Added: There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination within the 18-month time period.
+Added: Our initial stockholders, sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to complete our initial business combination by May 7, 2023 or any extended period of time that we may have to consummate an initial business combination as a result of the amendment to our amended and restated certificate of incorporation, dated March 6, 2023.
+Added: However, if our initial stockholders, sponsor or management team or the anchor investors acquire public shares, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the time allotted under our amended and restated certificate of incorporation, as amended.
+Added: Our initial stockholders, sponsor, officers and directors have agreed, pursuant to a letter agreement with us, that they will not propose any amendment to our amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination by May 7, 2023, which may be extended by our board of directors in their sole discretion on a monthly basis up to and including September 7, 2023, or with respect to any other material provisions relating to stockholders’ rights or pre-initial business combination activity, unless we provide our public stockholders with the
+Added: opportunity to redeem their public shares upon approval 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 (which interest shall be net of taxes payable), divided by the number of then outstanding public shares.
We expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the approximately $2,000,000 of proceeds held outside the trust account, although we cannot assure you that there will be sufficient funds for such purpose.
However, if those funds are not sufficient to cover the costs and expenses associated with implementing our plan of dissolution, to the extent that there is any interest accrued in the trust account not required to pay taxes, we may request the trustee to release to us an additional amount of up to $100,000 of such accrued interest to pay those costs and expenses.
−Removed: If we were to expend all of the net proceeds of our IPO and the sale of the private placement warrants, other than the proceeds deposited in the trust account, and without taking into account interest, if any, earned on the trust account and any tax payments or expenses for the dissolution of the trust, the per-share redemption
−Removed: amount received by stockholders upon our dissolution would be approximately $10.05.
+Added: If we were to expend all of the net proceeds of our IPO and the sale of the private placement warrants, other than the proceeds deposited in the trust account, and without taking into account interest, if any, earned on the trust account and any tax payments or expenses for the dissolution of the trust, the per-share redemption amount received by stockholders upon our dissolution would be approximately $10.05.
The proceeds deposited in the trust account could, however, become subject to the claims of our creditors which would have higher priority than the claims of our public stockholders.
−Removed: We cannot assure you that the actual per-share redemption
−Removed: amount received by stockholders will not be substantially less than $10.05.
+Added: We cannot assure you that the actual per-share redemption amount received by stockholders will not be substantially less than $10.05.
Under Section 281(b) of the DGCL, our plan of dissolution must provide for all claims against us to be paid in full or make provision for payments to be made in full, as applicable, if there are sufficient assets.
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In the event that the proceeds in the trust account are reduced below the lesser of (i) $10.05 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 $10.05 per share due to reductions in the value of the trust assets, in each case less taxes payable, and our sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations.
−Removed: While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance.
−Removed: Accordingly, we cannot assure you that due to claims of creditors the actual value of the per-share redemption
−Removed: price will not be less than $10.05 per share.
+Added: currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance.
+Added: Accordingly, we cannot assure you that due to claims of creditors the actual value of the per-share redemption price will not be less than $10.05 per share.
We will seek to reduce the possibility that our sponsor will have to indemnify the trust account due to claims of creditors by endeavoring to have all vendors, service providers (other than our independent registered public accounting firm), prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account.
1 unchanged sentence
Under the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution.
−Removed: The pro rata portion of our trust account distributed to our public stockholders upon the redemption of our public shares in the event we do not complete our initial business combination within 18 months from the closing of our IPO may be considered a liquidating distribution under Delaware law.
−Removed: If the corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice
−Removed: period during which any third-party claims can be brought against the corporation, a 90-day period
−Removed: during which the corporation may reject any claims brought, and an additional 150-day waiting
−Removed: period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution.
−Removed: Furthermore, if the pro rata portion of our trust account distributed to our public stockholders upon the redemption of our public shares in the event we do not complete our initial business combination within 18 months from the closing of our IPO, is not considered a liquidating distribution under Delaware law and such redemption distribution is deemed to be unlawful (potentially due to the imposition of legal proceedings that a party may bring or due to other circumstances that are currently unknown), then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidating distribution.
−Removed: If we are unable to complete our initial business combination within 18 months from the closing of our IPO, we will:
−Removed: (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,
−Removed: payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.
−Removed: Accordingly, it is our intention to redeem our public shares as soon as reasonably possible following our 18 th
−Removed: month and, therefore, we do not intend to comply with those procedures.
+Added: The pro rata portion of our trust account distributed to our public stockholders upon the redemption of our public shares in the event we do not complete our initial business combination by May 7, 2023, which may be extended by our board of directors in their sole discretion on a monthly basis up to and including September 7, 2023, may be considered a liquidating distribution under Delaware law.
+Added: If the corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution.
+Added: Furthermore, if the pro rata portion of our trust account distributed to our public stockholders upon the redemption of our public shares in the event we do not complete our initial business combination within by May 7, 2023, which may be extended by our board of directors in their sole discretion on a monthly basis up to and including September 7, 2023, is not considered a liquidating distribution under Delaware law and such redemption distribution is deemed to be unlawful (potentially due to the imposition of legal proceedings that a party may bring or due to other circumstances that are currently unknown), then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidating distribution.
+Added: If we are unable to complete our initial business combination within by May 7, 2023, which may be extended by our board of directors in their sole discretion on a monthly basis up to and including September 7, 2023, we will:
+Added: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.
+Added: Accordingly, it is our intention to redeem our public shares as soon as reasonably possible following our 18 th month and, therefore, we do not intend to comply with those procedures.
As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders may extend well beyond the third anniversary of such date.
10 unchanged sentences
We cannot assure you that claims will not be brought against us for these reasons.
−Removed: Our public stockholders will be entitled to receive funds from the trust account only (i) in the event of the redemption of our public shares if we do not complete our initial business combination within 18 months from the closing of our IPO, (ii) in connection with a stockholder vote to amend our amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 18 months from the closing of our IPO or with respect to any other material provisions relating to stockholders’ rights or pre-initial business
−Removed: combination activity or (iii) if they redeem their respective shares for cash upon the completion of our initial business combination.
+Added: Our public stockholders will be entitled to receive funds from the trust account only (i) in the event of the redemption of our public shares if we do not complete our initial business combination within by May 7, 2023, which may be extended by our board of directors in their sole discretion on a monthly basis up to and including September 7, 2023, (ii) in connection with a stockholder vote to amend our amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination by May 7, 2023, which may be extended by our board of directors in their sole discretion on a monthly basis up to and including September 7, 2023, or with respect to any other material provisions relating to stockholders’ rights or pre-initial business combination activity or (iii) if they redeem their respective shares for cash upon the completion of our initial business combination.
In no other circumstances will a stockholder have any right or interest of any kind to or in the trust account.
3 unchanged sentences
Comparison of Redemption or Purchase Prices in Connection with Our Initial Business Combination and if We Fail to Complete Our Initial Business Combination
−Removed: The following table compares the redemptions and other permitted purchases of public shares that may take place in connection with the completion of our initial business combination and if we are unable to complete our initial business combination within 18 months from the closing of our IPO.
+Added: The following table compares the redemptions and other permitted purchases of public shares that may take place in connection with the completion of our initial business combination and if we are unable to complete our initial business combination by May 7, 2023, which may be extended by our board of directors in their sole discretion on a monthly basis up to and including September 7, 2023.
Redemptions in
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The redemption price will be the same whether we conduct redemptions pursuant to a tender offer or in connection with a stockholder vote.
−Removed: In either case, our public stockholders may redeem their public shares for cash equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, subject to the limitation that no redemptions will take place if all of the redemptions would cause our net tangible assets to be less than $5,000,001.
+Added: In either case, our public stockholders may redeem their public shares for cash equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable), divided by the number of then outstanding public shares.
If we seek stockholder approval of our initial business combination, our initial stockholders, directors, officers, advisors or their affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following completion of our initial business combination.
3 unchanged sentences
however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules.
−Removed: If we are unable to complete our initial business combination within 18 months from the closing of our IPO, we will redeem all public shares at a per-share price, payable in cash, equal to the aggregate amount, then on deposit in the trust account, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares.
+Added: If we are unable to complete our initial business combination by May 7, 2023, which may be extended by our board of directors in their sole discretion on a monthly basis up to and including September 7, 2023, we will redeem all public shares at a per-share price, payable in cash, equal to the aggregate amount, then on deposit in the trust account, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares.
The redemptions in connection with our initial business combination will reduce the book value per share for our remaining stockholders, who will bear the burden of the deferred underwriting commissions and interest withdrawn in order to pay our taxes (to the extent not paid from amounts accrued as interest on the funds held in the trust account).
8 unchanged sentences
Either of these factors may place us at a competitive disadvantage in successfully negotiating an initial business combination.
−Removed: We currently utilize office space at 333 East 91 st
−Removed: Street, New York, New York 10128 from our sponsor and the members of our management team.
+Added: We currently utilize office space at 333 East 91 st Street, New York, New York 10128 from our sponsor and the members of our management team.
We consider our current office space adequate for our current operations.
13 unchanged sentences
While this may limit the pool of potential business combination candidates, we do not believe that this limitation will be material.
−Removed: We will be required to evaluate our internal control procedures for the fiscal year ending December 31, 2022 as required by the Sarbanes-Oxley Act.
−Removed: Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company, will we be required to have our internal control procedures audited.
+Added: We will be required to evaluate our internal control procedures for Beginning with the fiscal year ended December 31, 2022, we are required to evaluate our internal control procedures as required by the Sarbanes-Oxley Act.
+Added: However, we will only be required to have our internal control procedures audited to the extent we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company.
A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls.
The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such business combination.
−Removed: We have filed a Registration Statement on Form 8-A with
−Removed: the SEC to voluntarily register our securities under Section 12 of the Exchange Act.
+Added: We have filed a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Exchange Act.
As a result, we are subject to the rules and regulations promulgated under the Exchange Act.
1 unchanged sentence
We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”).
−Removed: As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory
−Removed: vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
+Added: As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.
2 unchanged sentences
We intend to take advantage of the benefits of this extended transition period.
−Removed: We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of our IPO, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our shares of Class A common stock that are held by non-affiliates exceeds
−Removed: $700 million as of the prior June 30 th
−Removed: , and (2) the date on which we have issued more than $1.0 billion in non-convertible debt
−Removed: securities during the prior three-year period.
+Added: We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of our IPO, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our shares of Class A common stock that are held by non-affiliates exceeds $700 million as of the prior June 30 th , and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.
Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K.
−Removed: reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.
−Removed: We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates exceeds
−Removed: $250 million as of the prior June 30 th
−Removed: , and (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates exceeds
−Removed: $700 million as of the prior June 30 th
+Added: Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.
+Added: We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates exceeds $250 million as of the prior June 30 th , and (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates exceeds $700 million as of the prior June 30 th .
Legal Proceedings
There is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team in their capacity as such.
+Added: RECENT EVENTS
+Added: The Special Meeting, Charter Amendment, Redemptions and SPAC Extension
+Added: As previously disclosed, On March 6, 2023 the Company held a special meeting (the “Special Meeting”) of stockholders.
+Added: At the Special Meeting, the Company’s stockholders voted on and approved the following proposals:
+Added: (i) a proposal to amend the Charter to extend the date by which the Company has to consummate a business combination for an additional one month, from March 7, 2023 to April 7, 2023 and thereafter, at the discretion of the board of directors of the Company and without a vote of the stockholders, up to five (5) times for an additional one month each time, for a total of up to five additional months to September 7, 2023 (the “First Charter Amendment Proposal”), (ii) a proposal to amend the Company’s amended and restated certificate of incorporation (the “Charter”) to eliminate from the Charter the limitation that the Company may not redeem public shares to the extent that such redemption would result in the Company having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) of less than $5,000,001 (the “Redemption Limitation”) in order to allow the Company to redeem public shares irrespective of whether such redemption would exceed the Redemption Limitation (the “Second Charter Amendment Proposal”), and (iii) a proposal to amend the Charter to provide for the right of a holder of Class B common stock of the Company, par value $0.0001 per share (“Class B Common Stock”) to convert such shares into shares of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”) on a one-for-one basis prior to the closing of a business combination at the election of the holder (the “Third Charter Amendment Proposal” and together with the First Charter Amendment Proposal and the Second Charter Amendment Proposal, the “Charter Amendment Proposals”).
+Added: The results of the Special Meeting were previously disclosed in the Company’s Current Report on Form 8-K, which was filed on March 8, 2023, and is incorporated herein by reference.
+Added: Following the Special Meeting, on March 6, 2023, as described below under Item 5.07, the stockholders of Insight Acquisition Corp.
+Added: (the “Company” or “INAQ”) approved an amendment to the Company’s Charter to implement the Charter Amendment Proposals, as defined above (together, the “Charter Amendment”).
+Added: In connection with the Charter Amendments, stockholders redeemed 21,151,393 shares of Class A Common Stock, which represents approximately 88.1% of the shares that were part of the units that were sold in the Company’s initial public offering.
+Added: Following such redemptions, approximately $28,744,831 will remain in the trust account and 2,848,607 shares of Class A Common Stock will remain issued and outstanding.
+Added: The Charter Amendment became effective on March 6, 2023 upon filing with the Secretary of State of the State of Delaware.
+Added: See The Company’s Current Report on Form 8-K, which was filed on March 8, 2023, and is incorporated herein by reference.
+Added: A copy of the Charter Amendment is attached hereto as Exhibit 3.2, and is incorporated herein by reference.
+Added: On March 28, 2023, the board of directors of the Company approved a one-month extension of the date by which the Company has to consummate a business combination to May 7, 2023 and authorized management to deposit $80,000 into the Trust Account for such extension.
+Added: Accordingly, management deposited $80,000 into the Trust Account and the date by which the Company has to consummate a business combination has been extended to May 7, 2023.
+Added: Conversion of Class B shares of common stock to Class shares of common stock.
+Added: As of December 31, 2022, the Company had 6,000,000 shares of Class B common stock issued and outstand.
+Added: On March 22, 2023, holders of 5,100,000 shares of Class B common stock, converted such shares to Class A common stock.
+Added: Accordingly, following such conversion the Company has 7,948,607 shares of Class A common stock issued and outstanding and 900,000 shares of Class B common stock issued and outstanding.
+Added: The Business Combination Agreement
+Added: On April 3, 2023, Insight Acquisition Corp., a Delaware corporation (“SPAC”), Avila Amalco Sub Inc., an Alberta corporation (“Amalco Sub”) and Avila Energy Corporation, an Alberta corporation (“Avila”), entered into a business combination agreement and plan of merger (the “BCA”) pursuant to which SPAC will acquire Avila for consideration of shares in SPAC following its redomicile into the Province of Alberta (as further explained below).
+Added: The terms of the BCA, which contains customary representations and warranties, covenants, closing conditions and other terms relating to the mergers and the other transactions contemplated thereby, are summarized below.
+Added: A copy of the BCA is attached hereto as Exhibit 2.1, and is incorporated herein by reference..
+Added: Structure of the Transaction
+Added: The acquisition is structured as a redomicle followed by a reverse triangular merger transaction, resulting in the following:
+Added: (a) prior to the closing of the business combination, SPAC will continue (the “SPAC Continuance”) from the State of Delaware under the Delaware General Corporation Law (“DGCL”) to the Province of Alberta under the Business Corporations Act (Alberta) (“ABCA”) and change its name to Avila Energy Inc.
+Added: (“AB PubCo”).
+Added: (b) at least one Business Day following the SPAC Continuance, and in accordance with the applicable provisions of the the Plan of Arrangement and the ABCA, Amalco Sub and the Company will merge to form one corporate entity with the same effect as if they had amalgamated under Section 181 of the ABCA (the “Amalgamation”), and as a result of the Amalgamation, (i) each Company Share issued and outstanding immediately prior to the Amalgamation Effective Time will be automatically exchanged for the right to receive a number of AB PubCo Common Shares equal to the Conversion Ratio, and (ii) each Company Option and Company Warrant issued and outstanding immediately prior to the Amalgamation Effective Time will be assumed by AB PubCo and shall be converted into a Converted Option and Converted Warrant, respectively, and (iii) each Company Debenture issued and outstanding immediately prior to the Amalgamation Effective Time (for the avoidance of doubt, excluding the Forced Conversion Company Debentures) will be amended to be convertible for common shares of the Avila Surviving Company, which common shares of the Avila Surviving Company, upon issuance following exercise of the applicable Company Debenture, will be immediately and automatically exchanged for an equivalent number of AB PubCo Common Shares (the SPAC Continuance and the Amalgamation, together with the other transactions related thereto, the “Proposed Transactions”).
+Added: (c) Contemporaneously with the execution of the BCA, several investors entered into a forward share purchase agreement pursuant to which such investors may purchase SPAC Class A Shares from other SPAC Shareholders who have elected to redeem such shares in connection with the Proposed Transactions.
+Added: Purchases by such investors will be made through brokers in the open market after the redemption deadline in connection with the Proposed Transactions at a price no higher than the redemption price to be paid by SPAC in connection with the Proposed Transactions.
+Added: (d) In addition, contemporaneously with the execution of the BCA, (i) Mr.
+Added: Leonard Van Betuw, the principal shareholder of Avila, certain Avila directors, officers, employees and consultants (the “Company Earn-Out Participants”) entitled to receive a portion of the Earn-Out Shares (as defined below) entered into a Company Support & Lock-Up Agreement (the “Company Support Agreement”), pursuant to which Mr.
+Added: Van Betuw agreed, among other things, to approve the BCA and the Proposed Transactions and such Company Earn-Out Participants agreed to certain transfer restrictions regarding any Earn-Out Shares they may receive, and (ii) certain holders of SPAC’s common stock, par value $0.0001 per share (“SPAC Common Stock”) entered into an amended and restated Sponsor Support Agreement (the “Founder Support Agreement”), pursuant to which, among other things, such holders of SPAC Common Stock agreed to approve the BCA and the Proposed Transactions and pursuant to which the lock-up provisions originally agreed to at the time of the SPAC’s IPO were modified, as more fully described below.
+Added: Pursuant to such amended and restated Founder Support Agreement, such SPAC parties have agreed not to transfer AB PubCo common shares, par value $0.0001 per share (“AB PubCo Common Shares”) received pursuant to the SPAC Continuance or as Earn-Out Shares (each as defined below) except as follows:
+Added: From and after the Closing Date, 50% of such SPAC party’s AB PubCo Common Shares received in the SPAC Continuance shall not be subject to any lock-up restrictions and shall be freely tradable.
+Added: From and after the earlier of (i) the one year anniversary of the Closing Date, and (ii) the date on which the closing price of the AB PubCo Common Shares equals or exceeds $12.00 per share for any twenty (20) Trading Days within any thirty (30)-consecutive Trading Day period beginning at least 150 days following the Closing Date, each such SPAC Party may sell the remaining 50% of such party’s AB PubCo Common Shares received in the SPAC Continuance.
+Added: From and after the issuance of Earn-Out Shares, if any, 50% of such SPAC party’s Earn-Out Shares shall not be subject to any lock-up restrictions and shall be freely tradable.
+Added: From and after the six month anniversary of the issuance of Earn-Out Shares, each such SPAC party may sell the remaining 50% of such party’s Earn-Out Shares.
+Added: Pursuant to each Company Support Agreement, such Avila parties have agreed not to transfer AB PubCo Common Shares received as Share Consideration or Earn-Out Shares (each as defined below) except as follows:
+Added: From and after the Closing Date, 50% of such Avila party’s AB PubCo Common Shares received as Share Consideration shall not be subject to any lock-up restrictions and shall be freely tradable.
+Added: From and after the earlier of (i) the one year anniversary of the Closing Date, and (ii) the date on which the closing price of the AB PubCo Common Shares equals or exceeds $12.00 per share for any twenty (20) Trading Days within any thirty (30)-consecutive Trading Day period beginning at least 150 days following the Closing Date, each such Avila Party may sell the remaining 50% of such party’s AB PubCo Common Shares received as Share Consideration.
+Added: From and after the issuance of Earn-Out Shares, if any, 50% of such Avila’s party’s Earn-Out Shares shall not be subject to any lock-up restrictions and shall be freely tradable.
+Added: From and after the six month anniversary of the issuance of Earn-Out Shares, each such Avila party may sell the remaining 50% of such party’s Earn-Out Shares.
+Added: In the event of certain changes of control of AB PubCo after the Closing Date pursuant to which all of its securityholders shall be entitled to exchange such securities for cash, securities or other property, all of such foregoing lock-up provisions shall terminate automatically.
+Added: Consideration
+Added: (a) Closing Share Consideration.
+Added: The Share Consideration for Avila Securityholders is 12,528,000 AB PubCo Common Shares issued on the Closing Date (the “Share Consideration”), together with the assumption by AB PubCo of certain options and warrants of Avila outstanding at the Closing Date.
+Added: SPAC Common Stock and warrants issued and outstanding immediately prior to the consummation of the Proposed Transactions will become AB PubCo Common Shares or AB PubCo warrants, as the case may be, on a one-for-one basis by operation of law pursuant to the SPAC Continuance.
+Added: (b) Earn-Out Shares.
+Added: Certain directors, officers, employees and consultants of Avila who are residents of Canada for Canadian tax purposes and certain designees of SPAC may be issued up to 7,000,000 additional AB PubCo Common Shares (“Earnout Shares”).
+Added: The Earnout Shares will be issued if, for any twenty (20) Trading Days within any thirty (30)-consecutive Trading Day period beginning on the Closing Date and ending on the date that is forty-eight (48) months following the Closing Date, the VWAP of AB PubCo Common Shares equals or exceeds $15.00 per share (as equitably adjusted for stock splits, stock dividends, combinations, recapitalizations and the like after the Closing).
+Added: Proxy Statement/Prospectus and Stockholder Meeting
+Added: As promptly as practicable after the date of the BCA, (i) SPAC will prepare and file with the Securities and Exchange Commission (the “SEC”) the proxy statement/prospectus (as amended or supplemented from time to time, the “Proxy Statement/Prospectus”) to be sent to the stockholders of SPAC soliciting proxies from such stockholders to obtain the Required SPAC Shareholder Approval at the meeting of SPAC’s stockholders and (ii) AB PubCo and SPAC will prepare and file with the SEC a registration statement on Form S-4 or such other applicable form, in which the Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), of the AB PubCo Common Shares issuable in connection with the Proposed Transactions.
+Added: The Closing will be on a date to be specified by SPAC and Avila, but in no event later than two Business Days following the satisfaction or waiver of all of the closing conditions.
+Added: It is expected that the Closing will occur on or before September 7, 2023.
+Added: Representations, Warranties and Covenants
+Added: The BCA contains customary representations, warranties and covenants of (a) Avila and (b) SPAC and Amalco Sub relating to, among other things, their ability and authority to enter into the BCA and their capitalization and operations.
+Added: Conditions to Closing
+Added: General Conditions
+Added: The obligation of the parties to consummate the Proposed Transactions is conditioned on, among other things, the satisfaction or waiver (where permissible) by SPAC and Avila of the following conditions, (a) the stockholders of SPAC have approved and adopted the Required SPAC Shareholder Approval;
+Added: (b) absence an adverse Law or Order of a Governmental Authority;
+Added: (c) the waiting period for the HSR Filing has expired or been terminated;
+Added: (d) the AB PubCo Common Shares, shall have been approved for listing on The New York Stock Exchange or The NASDAQ Stock Market;
+Added: and (e) shareholders of Avila shall have approved the Plan of Arrangement in accordance with the ABCA.
+Added: SPAC and Amalco Sub Conditions to Closing
+Added: The obligations of SPAC, and Amalco Sub to consummate the Proposed Transactions are subject to the satisfaction or waiver by SPAC (where permissible) of the following additional conditions:
+Added: The (i) Company Specified Representations are true and correct in all material respects at and as of the Closing Date as though such Company Specified Representations were made at and as of the Closing Date (other than in the case of any representation or warranty that by its terms addresses matters only as of another specified date, which shall be so true and correct only as of such specified date), and (ii) representations and warranties set forth in Article V (other than the Company Specified Representations), without giving effect to materiality, Material Adverse Effect or similar qualifications, are true and correct in all respects at and as of the Closing Date as though such representations and warranties were made at and as of the Closing Date (other than in the case of any representation or warranty that by its terms addresses matters only as of another specified date, which will be so true and correct only as of such specified date), except to the extent the failure of such representations and warranties to be true and correct would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect (the “Avila Representation Condition”).
+Added: Avila shall have performed or complied in all material respects with all agreements and covenants required by the BCA to be performed or complied with by it on or prior to the consummation of the Amalgamation (the “Avila Covenant Condition”).
+Added: There has been no event that is continuing that would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (the “Avila MAE Condition”).
+Added: The Guatemala Oil and Gas Joint Venture Agreement shall have been entered into in form and substance reasonably acceptable to SPAC.
+Added: Avila shall have delivered to SPAC a certificate, dated the Closing Date, signed by an executive officer of Avila, certifying as to the satisfaction of the Avila Representation Condition, the Avila Covenant Condition and the Avila MAE Condition (as it relates to Avila).
+Added: Avila shall have delivered a certificate, signed by the secretary of Avila, certifying that true, complete and correct copies of the Organizational Documents of Avila, as in effect on the Closing Date, and the resolutions of Avila’s board of directors authorizing and approving the Proposed Transactions are attached to such certificate.
+Added: Avila shall have delivered, or cause to be delivered, to SPAC and AB PubCo counterpart signatures of any outstanding Company Support Agreements.
+Added: Avila Conditions to Closing
+Added: The obligations of Avila to consummate the Proposed Transactions are subject to the satisfaction or waiver (where permissible) of the following additional conditions:
+Added: The (i) SPAC Specified Representations are true and correct in all material respects at and as of the Closing Date as though such SPAC Specified Representations were made at and as of the Closing Date (other than in the case of any representation or warranty that by its terms addresses matters only as of another specified date, which shall be so true and correct only as of such specified date), and (ii) representations and warranties set forth in Articles III and IV (other than the SPAC Specified Representations), without giving effect to materiality, Material Adverse Effect or similar qualifications, are true and correct in all respects at and as of the Closing Date as though such representations and warranties were made at and as of the Closing Date (other than in the case of any representation or warranty that by its terms addresses matters only as of another specified date, which will be so true and correct only as of such specified date), except to the extent the failure of such representations and warranties to be true and correct would not reasonably be expected to have, individually or in the aggregate, a SPAC Material Adverse Effect (the “SPAC Representation Condition”).
+Added: Each of SPAC and Amalco Sub, respectively, shall have performed or complied in all material respects with all agreements and covenants required by the BCA to be performed or complied with by it on or prior to the consummation of the SPAC Continuance (the “SPAC Covenant Condition”).
+Added: There has been no event that is continuing that would individually, or in the aggregate, reasonably be expected to have an SPAC Material Adverse Effect (the “SPAC MAE Condition”).
+Added: SPAC shall have delivered to Avila a certificate, dated the Closing Date, signed by an authorized officer of SPAC, certifying as to the satisfaction of the SPAC Representation Condition, the SPAC Covenant Condition and the SPAC MAE Condition.
+Added: SPAC shall have delivered to Avila, dated the Closing Date, signed by the Secretary of SPAC certifying as to the resolutions of SPAC’s, and Amalco Sub’s respective board of directors unanimously authorizing and approving the Proposed Transactions and respective stockholders or members, as applicable, authorizing and approving the Proposed Transactions.
+Added: The individuals set forth on a schedule to the BCA shall have entered into indemnification agreements with AB PubCo effective as of the Closing.
+Added: SPAC and AB PubCo shall have delivered to Avila resignations of certain directors and executive officers of SPAC and Amalco Sub.
+Added: The BCA may be terminated at any time by Avila or SPAC, respectively, as follows:
+Added: (a) By SPAC or Avila, if (i) SPAC and Avila provide mutual written consent;
+Added: (ii) the Amalgamation does not occur on or before October 31, 2023 subject to a one-time thirty (30)-day extension upon written agreement of the parties (the “Outside Date”) (provided, however, that the right to terminate the BCA under the clause described in this clause will not be available to a party if the inability to satisfy such conditions was due to the failure of such party to perform any of its obligations under the BCA);
+Added: (iii) if any adverse Law or Order of a Governmental Authority is in effect and has become final and nonappealable;
+Added: or (iv) if either the Required SPAC Shareholder Approval or the Company Shareholder Approval is not adopted and approved.
+Added: (b) By SPAC or Avila if Avila’s board of directors or any committee thereof has withdrawn or modified, or publicly proposed or resolved to withdraw, the recommendation that the Avila Shareholders vote in favor of the Company Shareholder Approval or Avila enters into a Superior Proposal, in which case Avila must pay SPAC a $5 million termination fee.
+Added: (c) By Avila upon written notice to SPAC, in the event of a breach of any representation, warranty, covenant or agreement on the part of the Acquiror Parties, such that the conditions specified in Sections 8.2(a) or 8.2(b) of the BCA would not be satisfied at the Closing, and which, (i) with respect to any such breach that is capable of being cured, is not cured by SPAC within 30 Business Days after receipt of written notice thereof, or (ii) is incapable of being cured prior to the Outside Date;
+Added: provided, that Avila will not have the right to terminate if it is then in breach of any of its representations, warranties, covenants or agreements set forth in the BCA.
+Added: (d) By Avila upon written notice to SPAC if there has been a SPAC Material Adverse Event or Amalco Sub Material Adverse Event which is not cured by SPAC within 30 Business Days days after receipt of written notice thereof.
+Added: (e) By SPAC upon written notice to Avila, in the event of a breach of any representation, warranty, covenant or agreement on the part of Avila, such that the conditions specified in Section 8.3(a) or 8.3(b) of the BCA would not be satisfied at the Closing, and which, (i) with respect to any such breach that is capable of being cured, is not cured by Avila within 30 Business Days after receipt of written notice thereof, or (ii) is incapable of being cured prior to the Outside Date;
+Added: provided, that SPAC will not have the right to terminate the BCA if it is then in breach of any of its representations, warranties, covenants or agreements set forth in the BCA or if Avila has filed (and is then pursuing) an action seeking specific performance, in which case Avila must pay SPAC a $5 million termination fee.
+Added: (g) By SPAC upon written notice to Avila if there has been a Company Material Adverse Event which is not cured by Avila within 30 Business Days after receipt of written notice thereof, in which case Avila must pay SPAC a $5 million termination fee.
+Added: A copy of the BCA is attached to this Annual Report on Form 10-K as Exhibit 2.1 and is incorporated herein by reference.
+Added: The foregoing description of the BCA is qualified in its entirety by reference to the full text of the BCA.
+Added: The BCA is included to provide investors and security holders with information regarding its terms.
+Added: It is not intended to provide any other factual information about SPAC, Avila or the other parties thereto.
+Added: In particular, the assertions embodied in representations and warranties by Avila, AB PubCo, SPAC, and Amalco Sub contained in the BCA are qualified by information in the disclosure schedules provided by the parties in connection with the signing of the BCA.
+Added: These disclosure schedules contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the BCA.
+Added: Moreover, certain representations and warranties in the BCA were used for the purpose of allocating risk between the parties, rather than establishing matters as facts.
+Added: Accordingly, investors and security holders should not rely on the representations and warranties in the BCA as characterizations of the actual state of facts about Avila, AB PubCo, SPAC and Amalco Sub.
+Added: Amended and Restated Sponsor Support Agreement
+Added: Contemporaneously with the execution of the BCA, certain holders of the SPAC Common Stock entered into the amended and restated Sponsor Support Agreement, pursuant to which such holders agreed to approve the BCA and the Proposed Transactions and to continue to observe modified restrictions on transfer of SPAC securities beneficially owned by them as described above.
+Added: The foregoing description of the Amended and Restated Sponsor Support Agreement is qualified in its entirety by reference to the full text of Amended and Restated Sponsor Support Agreement, a copy of which is included as Exhibit 10.10 to this Annual Report on Form 10-K, and incorporated herein by reference.
+Added: Company Support & Lock-Up Agreement
+Added: Contemporaneously with the execution of the BCA, Mr.
+Added: Leonard Van Betuw entered into a Company Support & Lock-Up Agreement, pursuant to which he agreed to approve the BCA and the Proposed Transactions and to observe certain restrictions on transfer of Avila securities beneficially owned by him as described above.
+Added: The foregoing description of the Company Support & Lock-Up Agreement is qualified in its entirety by reference to the full text of Company Support Agreement, a copy of which is included as Exhibit 10.11 to this Annual Report on Form 10-K, and incorporated herein by reference.
+Added: Amended and Restated Registration Rights Agreement
+Added: Contemporaneously with the execution of the BCA, certain holders of the SPAC Common Stock entered into the Amended and Restated Registration Rights Agreement, pursuant to such parties agreed to modify existing registration rights regarding SPAC securities beneficially owned by them.
+Added: The foregoing description of the Amended and Restated Registration Rights Agreement is qualified in its entirety by reference to the full text of the Amended and Restated Registration Rights Agreement, a copy of which is included as Exhibit 10.12 to this Annual Report on Form 10-K, and incorporated herein by reference.
+Added: Underwriting Agreement Amendment
+Added: In connection with the Proposed Transactions, on April 3, 2023, SPAC entered into a fee reduction agreement (the “Underwriting Agreement Amendment”) relating to the underwriting agreement, dated September 1, 2021, by and between SPAC and the representative of the several underwriters listed on Schedule A thereto (the “IPO Underwriters”) pursuant to which the representative agreed to irrevocably forfeit $5.4 million of the deferred underwriting discount of $8.4 million that it was previously entitled to receive at the closing of the Proposed Transactions.
+Added: Such reduction was applicable only to the representative, individually and not as representative for the other IPO Underwriters.
+Added: Such remaining $3.0 million of deferred underwriting discount shall be payable in cash to the representative at the closing of the Proposed Transactions.
+Added: The foregoing description of the Underwriting Agreement Amendment is qualified in its entirety by reference to the full text of the Underwriting Agreement Amendment, a copy of which is included as Exhibit 1.2 to this Annual Report on Form 10-K, and incorporated herein by reference.
+Added: Forward Share Purchase Agreement
+Added: In connection with the Proposed Transactions, on March 29, 2023, SPAC entered into a forward share purchase agreement (the “Forward Share Purchase Agreement”) with Avila, Meteora Special Opportunity Fund I, LP, Meteora Capital Partners, LP and Meteora Select Trading Opportunities Master, LP (collectively, “Seller”) for an OTC Equity Prepaid Forward Transaction (the “Forward Purchase Transaction”).
+Added: Pursuant to the terms of the Forward Purchase Agreement, Seller intends but is not obligated to purchase SPAC Class A Ordinary Shares from holders (other than SPAC or its affiliates) who have elected to redeem such shares in connection with the Proposed Transactions.
+Added: Purchases by Seller will be made through brokers in the open market after the redemption deadline in connection with the Proposed Transactions at a price no higher than the redemption price to be paid by SPAC in connection with the Proposed Transactions (the “Initial Price”).
+Added: The Shares purchased by the Seller, other than the Share Consideration Shares (as defined below) are referred to herein as the “Recycled Shares.” The Seller also may sell 2,376,000 SPAC Class A Ordinary Shares purchased in the SPAC’s initial public offering (“IPO Shares”) in the Forward Purchase Transaction, up to a maximum of 2,500,000 Class A Ordinary Shares (including any Recycled Shares).
+Added: The Forward Purchase Agreement provides that not later than one local business day following the Closing (the “Prepayment Date”), SPAC will pay to Seller, or (at Seller’s election) into an escrow account, out of funds held in the Trust Account, a cash amount (the “Prepayment Amount”) equal to the product of the number of aggregate number of IPO Shares and Recycled Shares set forth in a notice to be provided by Seller prior to the closing of the Proposed Transaction and the Initial Price, less an amount equal to 5% of the product of such number of shares and the Initial Price (the “Shortfall Amount”).
+Added: In addition to the Prepayment Amount, SPAC shall pay directly from the Trust Account on the Prepayment Date, an amount equal to the product of 200,000 SPAC Class A Ordinary Shares and the Initial Price to purchase additional shares of SPAC Class A Common Stock (or AB PubCo Common Shares, as applicable) (the “Share Consideration Shares”), subject to the right of SPAC to pay Seller an amount in cash equal to 0.5% of the Prepayment Amount (subject to a floor of $200,000), in which case no such payment shall be made to purchase Share Consideration Shares.
+Added: SPAC and Avila have agreed not to issue any SPAC Class A Common Stock (or AB PubCo Common Shares, as applicable) during the 60 days following the Closing Date in order to permit Seller to sell shares (“Shortfall Shares”) to recover the Shortfall Amount and to issue additional shares of SPAC Class A Common Stock (or AB PubCo Common Shares, as applicable) in the event such sales do not permit recovery of the full Shortfall Amount and to provide certain registration rights to Seller in connection therewith.
+Added: Seller has agreed to waive any redemption rights in connection with the Proposed Transactions with respect to the Recycled Shares but not in respect of any IPO Shares.
+Added: Such waiver may reduce the number of SPAC Class A Ordinary Shares redeemed in connection with the Proposed Transactions, which reduction could alter the perception of the potential strength of the Proposed Transactions.
+Added: At the Maturity Date, an amount equal to the Initial Price for each IPO Share or Recycled Share that is still held by the Seller (the “Matured Shares”) shall be transferred to the Seller from the escrow account, and the Seller shall transfer the Matured Shares to SPAC.
+Added: Additionally, at the Maturity Date, SPAC shall pay to the Seller an amount equal to $1.00 (or $2.00 in the event of payment in shares of SPAC Common Stock (or AB PubCo Common Shares, as applicable) or $2.50 in the event of a Registration Failure (as defined therein)) for each Matured Share, which may be paid in cash or in shares of SPAC Common Stock (or AB PubCo Common Shares, as applicable) at the 30-day volume weighted average price of the SPAC Common Stock (or AB PubCo Common Shares, as applicable).
+Added: A break-up fee equal to (i) up to $50,000 of Seller’s reasonable and documented fees and expenses relating to the Forward Purchase Agreement plus (ii) $500,000 (the “Break-up Fee”), shall be payable by SPAC and Avila to Seller in the event that, prior to the Maturity Date, (x) the Forward Purchase Agreement is terminated by either SPAC or Avila (other than as a result of the termination of the BCA prior to the closing of the Business Combination) or (y) the SPAC Class A Common Stock ceases to be listed on a national securities exchange or a Form 25 is filed with the U.S.
+Added: Securities and Exchange Commission.
+Added: From time to time following the Closing and prior to the earliest to occur of (a) the third anniversary of the Closing and (b) the date specified by Seller in a written notice to be delivered to SPAC at Seller’s discretion after the occurrence of a Seller Price Trigger Event (the SPAC Common Stock (or AB PubCo Common Shares, as applicable), having traded for less than $7.50 for 10 trading days during a consecutive 30 trading day period) or a Delisting Event (as defined in Section 12.6(a)(iii) of the ISDA Equity Definitions, and as modified pursuant to the Forward Purchase Agreement) (in each case, the “Maturity Date”), Seller may, in its sole discretion, sell some or all of the IPO Shares or Recycled Shares.
+Added: On the last trading day of each calendar month following the Proposed Transactions, in the event that Seller has sold any IPO Shares or Recycled Shares (other than sales to recover the Shortfall Amount), an amount will be paid to SPAC from the escrow account equal to the product of the number of IPO Shares or Recycled Shares sold multiplied by the Reset Price and to the Seller from the escrow account equal to the excess of the Initial Price over the Reset Price for each sold IPO Share or Recycled Share.
+Added: The “Reset Price” shall be set on the first scheduled trading day of each month, commencing with the first calendar month following the Closing, to be the lowest of the (a) the then-current Reset Price, (b) the Initial Price and (c) the volume weighted average price of the SPAC Common Stock (or AB PubCo Common Shares, as applicable) during the last 10 trading days during the prior calendar month, but not lower than $9.50;
+Added: provided that to the extent that SPAC offers and sells any SPAC Common Stock (or AB PubCo Common Shares, as applicable) or securities convertible into such shares at a price lower than the existing Reset Price, the Reset Price shall be modified to equal such reduced price.
+Added: The foregoing description of the Forward Share Purchase Agreement is qualified in its entirety by reference to the full text of the Forward Share Purchase Agreement, a copy of which is included as Exhibit 10.13 to this Annual Report on Form 10-K, and incorporated herein by reference.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.