08/26/2024 | Press release | Distributed by Public on 08/26/2024 15:19
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under § 240.14a-12
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ROSS ACQUISITION CORP II
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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No fee required
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Fee paid previously with preliminary materials.
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a- 6(i)(1) and 0-11
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a proposal to approve, as a special resolution, the amendment of our Articles in the form set forth in Annex A to the accompanying Proxy Statement (the "Extension Amendment" and such proposal, the "Extension Amendment Proposal"), to extend the date by which the Company must consummate or effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a "Business Combination", and the Company's initial Business Combination, the "Initial Business Combination"), or (i) cease all operations except for the purpose of winding up, and (ii) redeem 100% of our Class A ordinary shares, $0.0001 par value (the "Class A ordinary shares"), included as part of the units (the "Public Shares") sold in the Company's initial public offering that was consummated on March 16, 2021 (the "IPO"), from September 16, 2024 to March 16, 2026 (the "Extension", and such later date, the "Extended Date"), or such earlier date as determined by the Company's board of directors (the "Board");
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2.
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a proposal to approve, as special resolution, the amendment of our Articles in the form set forth inAnnex B to the accompanying Proxy Statement to change the name of the Company from Ross Acquisition Corp. II to "BPGC Acquisition Corp." (the "Name Change Proposal"); and
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a proposal to approve, as an ordinary resolution, the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal or the Name Change Proposal or if the Board determines that additional time is necessary to effectuate the Extension or it is not necessary or no longer desirable to proceed with the Extension Amendment Proposal or the Name Change Proposal (the "Adjournment Proposal").
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[•], 2024
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By Order of the Board of Directors
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a proposal to approve, as a special resolution, the amendment of our Articles in the form set forth in Annex A to the accompanying Proxy Statement (the "Extension Amendment" and such proposal, the "Extension Amendment Proposal"), to extend the date by which the Company must consummate or effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a "Business Combination", and the Company's initial Business Combination, the "Initial Business Combination"), or (i) cease all operations except for the purpose of winding up, and (ii) redeem 100% of our Class A ordinary shares, $0.0001 par value (the "Class A ordinary shares"), included as part of the units (the "Public Shares") sold in the Company's initial public offering that was consummated on March 16, 2021 (the "IPO"), from September 16, 2024 to March 16, 2026 (the "Extension", and such later date, the "Extended Date"), or such earlier date as determined by the Company's board of directors (the "Board");
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2.
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a proposal to approve, as special resolution, the amendment of our Articles in the form set forth in Annex B to the accompanying Proxy Statement to change the name of the Company from Ross Acquisition Corp. II to "BPGC Acquisition Corp." (the "Name Change Proposal")
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3.
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a proposal to approve, as an ordinary resolution, the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal, the Name Change Proposal or if the Board determines that additional time is necessary to effectuate the Extension or it is not necessary or no longer desirable to proceed with the Extension Amendment Proposal or the Name Change Proposal (the "Adjournment Proposal").
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[•], 2024
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By Order of the Board of Directors
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Page
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QUESTIONS AND ANSWERS ABOUT THE MEETING
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1
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FORWARD-LOOKING STATEMENTS
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12
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RISK FACTORS
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13
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BACKGROUND
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THE EXTRAORDINARY GENERAL MEETING
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PROPOSAL ONE - THE EXTENSION AMENDMENT PROPOSAL
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PROPOSAL TWO - THE NAME CHANGE PROPOSAL
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30
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PROPOSAL THREE - THE ADJOURNMENT PROPOSAL
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39
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UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
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31
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BENEFICIAL OWNERSHIP OF SECURITIES
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40
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SHAREHOLDER PROPOSALS
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42
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HOUSEHOLDING INFORMATION
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42
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WHERE YOU CAN FIND MORE INFORMATION
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42
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Extension Amendment Proposal. A proposal to approve a special resolution to amend our Articles to extend the date by which we have to either consummate a Business Combination or wind up the Company and redeem 100% of the Public Shares sold in the IPO from September 16, 2024 to March 16, 2026 (or such earlier date as determined by the Board);
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Name Change Proposal. A proposal to approve a special resolution to Amend our Articles to change the name of the Company from Ross Acquisition Corp. II to "BPGC Acquisition Corp."; and
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Adjournment Proposal. A proposal to approve an ordinary resolution to approve the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal or the Name Change Proposal, or if the Board determines that additional time is necessary to effectuate the Extension or it is not necessary or no longer desirable to proceed with the Extension Amendment Proposal or the Name Change Proposal.
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Extension Amendment Proposal. The approval of the Extension Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least two-thirds (2/3) of the votes cast by the holders of the issued ordinary shares who are present in person (including via live webcast) or represented by proxy and entitled to vote thereon, and who vote thereon, at the extraordinary general meeting.
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Name Change Proposal. The approval of the Name Change Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least two-thirds (2/3) of the votes cast by the holders of the issued ordinary shares who are present in person (including via live webcast) or represented by proxy and entitled to vote thereon, and who vote thereon, at the extraordinary general meeting.
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Adjournment Proposal. If presented, the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a simple majority of the votes cast by the holders of the ordinary shares present in person (including via live webcast) or represented by proxy and entitled to vote thereon, and who vote thereon, at the extraordinary general meeting.
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Shareholder of Record: Shares Registered in Your Name. If on the Record Date your ordinary shares were registered directly in your name with our transfer agent, Continental, then you are a "shareholder of record."
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Beneficial Owner: Shares Registered in the Name of a Broker or Bank. If on the Record Date your ordinary shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the "beneficial owner" of ordinary shares held in street name and these proxy materials are being forwarded to you by that organization.
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Online. If you are a shareholder of record, you may vote online at the extraordinary general meeting.
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By Mail. You may vote by proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope.
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Online at the extraordinary general meeting. If you are a beneficial owner of shares held in street name and you wish to vote online at the extraordinary general meeting, you must obtain a legal proxy from the brokerage firm, bank, broker-dealer or other similar organization that holds your shares. Please contact that organization for instructions regarding obtaining a legal proxy.
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By mail. You may vote by proxy by filling out the vote instruction form and sending it back in the envelope provided by your brokerage firm, bank, broker-dealer or other similar organization that holds your shares.
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By telephone or over the Internet. You may vote by proxy by submitting your proxy by telephone or over the Internet (if those options are available to you) in accordance with the instructions on the enclosed proxy card or voting instruction card. This is allowed if you hold shares in street name and your bank, broker or other nominee offers those alternatives. Although most banks, brokers and other nominees offer these voting alternatives, availability and specific procedures vary.
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our ability to identify a target, negotiate and complete a Business Combination;
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the anticipated benefits of any Business Combination;
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expectations with respect to future operating and financial performance and growth, including the timing of the completion of a Business Combination;
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plans, intentions or future operations of our successor following a Business Combination, including our successor's ability to execute on their business plans and strategy;
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the volatility of the market price and liquidity of our securities;
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the ability to meet stock exchange listing standards in connection with any Business Combination;
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the use of proceeds not held in the Trust Account or available to us from interest income on the Trust Account balance;
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our potential ability to obtain additional financing, if needed, to complete a Business Combination;
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the competitive environment in which our successor will operate following a Business Combination;
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changes in SEC rules and other laws or regulations or in how such laws or regulations are interpreted or applied, applicable to special purpose acquisition companies ("SPACs");
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our ability to continue as a going concern; and
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other risks and uncertainties described from time to time in filings with the SEC.
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restrictions on the nature of our investments; and
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restrictions on the issuance of securities, each of which may make it difficult for us to complete a Business Combination.
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registration as an investment company with the SEC;
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adoption of a specific form of corporate structure; and
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reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations that we are currently not subject to.
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no availability of market quotations for our securities;
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significantly reduced, or no, liquidity and efficiency of the trading market for our securities;
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reduced price of our securities greater volatility as a result of the absence of market efficiencies associated with NYSE or other trading markets;
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holders are likely unable to sell or purchase our securities when they wish to do so;
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we may lose the interest of institutional investors in our securities;
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a determination that the Class A ordinary shares are "penny stock" which will require brokers trading in such securities to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;
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we may become subject to shareholder litigation;
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a limited amount or complete loss of media, news and analyst coverage;
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we may become a less attractive acquisition and investment vehicle with respect to a Business Combination; and
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a decreased ability to issue additional securities or obtain additional financing in the future.
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Extension Amendment Proposal. A proposal to approve a special resolution to amend our Articles to extend the date by which we have to either consummate a Business Combination or wind up the Company and redeem 100% of the Public Shares sold in the IPO from September 16, 2024 to March 16, 2026 (or such earlier date as determined by the Board);
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Name Change Proposal. A proposal to approve a special resolution to Amend our Articles to change the name of the Company from Ross Acquisition Corp. II to "BPGC Acquisition Corp."; and
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Adjournment Proposal. A proposal to approve an ordinary resolution to approve the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal or the Name Change Proposal, or if we otherwise determine that additional time is necessary to effectuate the Extension or it is not necessary or no longer desirable to proceed with the Extension Amendment Proposal or the Name Change Proposal.
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Extension Amendment Proposal. The approval of the Extension Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least two-thirds (2/3) of the votes cast by the holders of the issued ordinary shares who are present in person (including via live webcast) or represented by proxy and entitled to vote thereon, and who vote thereon, at the extraordinary general meeting.
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Name Change Proposal. The approval of the Name Change Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least two-thirds (2/3) of the votes cast by the holders of the issued ordinary shares who are present in person (including via live webcast) or represented by proxy and entitled to vote thereon, and who vote thereon, at the extraordinary general meeting.
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Adjournment Proposal. If presented, the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a simple majority of the votes cast by the holders of the ordinary shares present in person (including via live webcast) or represented by proxy and entitled to vote thereon, and who vote thereon, at the extraordinary general meeting.
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the fact that the Sponsor holds 8,625,000 Founder Shares and 5,933,333 Private Placement Warrants, all of which would expire worthless if a Business Combination is not consummated;
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the fact that, unless the Company consummates a Business Combination, the Sponsor will not receive reimbursement for any out-of-pocket expenses incurred by it on behalf of the Company to the extent that such expenses exceed the amount of available proceeds not deposited in the Trust Account;
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the fact that, if the Trust Account is liquidated, including in the event we are unable to complete a Business Combination before September 16, 2024 (or the Extended Date if the Extension Amendment is implemented), the Sponsor has agreed that it will be liable to us if and to the extent any claims by a
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the fact that, other than as disclosed herein, none of our officers or directors has received any cash compensation for services rendered to the Company, and all of the current members of the Board are expected to continue to serve as directors at least through the date of the meeting to vote on a Business Combination, and may even continue to serve following any such Business Combination and receive compensation thereafter;
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the fact that the Company has entered into an administrative services agreement with the Sponsor, pursuant to which, through the earlier of the consummation of a Business Combination or the Company's liquidation, the Company may pay, if requested by the Sponsor, a monthly fee of up to $10,000 for office space and secretarial and administrative support services; and
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the fact that, the Sponsor or an affiliate of the Sponsor, or certain of the Company's officers and directors would be entitled to the repayment of any extension loans and advances that have been made to the Company and remain outstanding, out of the proceeds of the Trust Account released to the Company at the consummation of the Business Combination. Otherwise, such extension loans would be repaid only out of funds held outside the Trust Account. On November 14, 2023, to document the deposits by the Sponsor into the Trust Account in connection with the implementation of the Second Extension Amendment Proposal, the Company issued an Extension Note in the aggregate principal amount of up to $450,000 to the Sponsor. As of the Record Date, pursuant to the Extension Note, the Sponsor had deposited and the Company had borrowings of $450,000 for extension payments (now documented by the Extension Note). As of the Record Date, the Sponsor has also deposited into the Trust Account $480,335.94 as a loan to the Company in order to extend the date by which the Company must complete a Business Combination until September 16, 2024.
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the fact that, the Sponsor or an affiliate of the Sponsor, or certain of the Company's officers and directors would be entitled to the repayment of any working capital loans and advances that have been made to the Company and remain outstanding, out of the proceeds of the Trust Account released to the Company at the consummation of the Business Combination. On November 14, 2023, to document existing and future working capital loans, the Company issued a Convertible Note, an unsecured, convertible promissory note, to the Sponsor, pursuant to which the Company can borrow up to $1,500,000 from the Sponsor, for ongoing expenses reasonably related to the business of the Company and the consummation of a Business Combination. If the Company completes an Initial Business Combination, the Company will repay the working capital loans out of the proceeds of the Trust Account released to the Company. Otherwise, such working capital loans would be repaid only out of funds held outside the Trust Account. As of the Record Date, the Company had borrowings of $[•] (now documented by the Convertible Note).
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our Sponsor, founders, officers or directors;
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banks and other financial institutions;
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mutual funds;
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insurance companies;
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brokers or dealers in securities, currencies or commodities;
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dealers or traders in securities subject to a mark-to-market method of accounting;
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regulated investment companies and real estate investment trusts;
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retirement plans, individual retirement accounts and other deferred accounts;
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tax-exempt organizations, governmental agencies, instrumentalities or other governmental organizations and pension funds;
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persons holding Public Shares as part of a "straddle," hedge, wash sale, constructive sale, or other integrated or conversion transaction or similar transaction;
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U.S. holders whose functional currency is not the U.S. dollar;
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Partnerships, other entities or arrangements classified as partnerships for U.S. federal income tax purposes, "S corporations," or other pass-through entities for U.S. federal income tax purposes (or investors in such entities);
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expatriated entities subject to Section 7874 of the Code;
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persons required to accelerate the recognition of any item of gross income as a result of such income being recognized on an "applicable financial statement";
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persons subject to any alternative minimum tax;
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persons subject to the applicable financial statement accounting rules of Section 451(b) of the Code;
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U.S. expatriates and former citizens or long-term residents of the United States;
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except as specifically provided below, holders owning or treated as owning 5% or more of our Public Shares (by vote or value);
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grantor trusts; and
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controlled foreign corporations, passive foreign investment companies, and corporations that accumulate earnings to avoid U.S. federal income tax.
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an individual who is a citizen or resident of the United States;
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a corporation (or other entity taxable as a corporation) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;
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an estate the income of which is subject to U.S. federal income tax regardless of its source; or
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a trust, if (i) a court within the United States is able to exercise primary supervision over the administration of such trust and one or more "United States persons" (within the meaning of Section 7701(a)(30) of the Code) have the authority to control all substantial decisions of the trust or (ii) the trust validly elected to be treated as a United States person for U.S. federal income tax purposes.
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the U.S. holder's gain or excess distribution will be allocated ratably over the U.S. holder's holding period for the Public Shares or warrants;
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the amount allocated to the U.S. holder's taxable year in which the U.S. holder recognized the gain or received the excess distribution, or to the period in the U.S. holder's holding period before the first day of our first taxable year in which we are a PFIC, will be taxed as ordinary income;
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the amount allocated to each other taxable years (or portions thereof) of the U.S. holder and included in its holding period will be taxed at the highest tax rate in effect for that year and applicable to the U.S. holder; and
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an additional tax equal to the interest charge generally applicable to underpayments of tax will be imposed on the U.S. holder with respect to the tax attributable to each such other taxable year of the U.S. holder.
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the gain is effectively connected with the conduct of a trade or business by the Non-U.S. holder within the United States (and, if required by an applicable income tax treaty, is attributable to a United States permanent establishment or fixed base maintained by the Non-U.S. holder); or
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the Non-U.S. holder is an individual who is present in the United States for 183 days or more during the taxable year of the redemption and certain other requirements are met.
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each person known by us to be the beneficial owner of more than 5% of our outstanding ordinary shares;
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each of our executive officers and directors; and
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all of our executive officers and directors as a group.
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Name and Address of Beneficial Owner(1)
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Number of
Class A
Ordinary
Shares
Beneficially
Owned
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Approximate
Percentage of
Outstanding
Class A
Ordinary
Shares
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Number of
Class B
Ordinary
Shares
Beneficially
Owned
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Approximate
Percentage of
Outstanding
Class B
Ordinary
Shares
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Approximate
Percentage of
Outstanding
Ordinary
Shares
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Ross Holding Company LLC
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4,300,000
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61.7%
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4,325,000(2)(3)(4)
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100.0%
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76.4%
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Wilbur L. Ross, Jr.
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-
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-
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-
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-
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-
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Stephen J. Toy
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-
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-
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-
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-
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Nadim Z. Qureshi
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-
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-
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-
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-
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-
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Lord William Astor
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-
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-
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(5)
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*
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-
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Larry Kudlow
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-
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-
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(6)
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*
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-
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All officers and directors as a group (six individuals)
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4,300,000
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61.7%
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4,325,000
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100.0%
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76.4%
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Holders of more than 5% of Ross Acquisition Corp II any class of outstanding ordinary shares
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First Trust Merger Arbitrage Fund
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496,347(7)
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7.1%
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-
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-
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4.4%
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Glazer Capital, LLC
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398,490(8)
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5.7%
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-
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-
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3.5%
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Westchester Capital
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468,201(9)
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6.7%
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-
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-
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4.1%
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Mizuho Financial Group, Inc.
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363,350(10)
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5.2%
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3.2%
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Less than one percent.
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(1)
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Unless otherwise noted, the business address of each of the shareholders is 1177 Avenue of the Americas, 5th Floor, New York, New York 10036.
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(2)
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The shares are held in the name of our Sponsor. Our Sponsor is controlled by Wilbur L. Ross, Jr., Stephen J. Toy and Nadim Z. Qureshi, who are the Managing Members of the Sponsor.
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(3)
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Interests shown consist of 4,300,000 Class A Conversion Shares, classified as Class A Ordinary Shares and 4,325,000 Class B ordinary shares, classified as Class B ordinary shares. Such Founder Shares will automatically convert into Class A Ordinary Shares at the time of our Initial Business Combination or earlier at the option of the holders thereof as described in Exhibit 4.5 to this Annual Report, "Description of the Company's Securities". Our Sponsor exercised the option to convert 4,300,000 Class B ordinary shares into 4,325,000 Class A Ordinary Shares on March 15, 2024.
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(4)
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On March 16, 2021, our Sponsor awarded to each of our executive advisor a four-year option to purchase up to 100,000 Founder Shares (or 100,000 Class A Ordinary Shares) from our Sponsor for an exercise price of $9.50 (which exercise price may be reduced from $9.50 to $5.00 in certain circumstances). Any shares received are subject to the same transfer and lock-up restrictions otherwise applicable to our Sponsor.
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(5)
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This includes 15,000 Class B ordinary shares underlying options that are immediately exercisable held by Lord William Astor.
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(6)
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This includes 15,000 Class B ordinary shares underlying options that are immediately exercisable held by Larry Kudlow.
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(7)
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According to a Schedule 13G filed on February 14, 2024 by First Trust Merger Arbitrage Fund ("VARBX"), First Trust Capital Management L.P. ("FTCM"), First Trust Capital Solutions L.P. ("FTCS") and FTCS Sub GP LLC ("Sub GP"). VARBX is a series of Investment Managers Series Trust II, an investment company registered under the Investment Company Act of 1940. FTCM is an investment adviser registered with the SEC that provides investment advisory services to, among others, (i) series of Investment Managers Series Trust II, an investment company registered under the Investment Company Act of 1940, specifically First Trust Multi-Strategy Fund and VARBX and (ii) Highland Capital Management Institutional Fund II, LLC, a Delaware limited liability company (collectively, the "FTC Client Funds"). FTCS is a Delaware limited partnership and control person of FTCM. Sub GP is a Delaware limited liability company and
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According to a Schedule 13G/A filed on April 10, 2024, (i) Glazer Capital, LLC and (ii) Paul J. Glazer may share beneficial ownership of 492,721 Class A Ordinary Shares held by certain funds and managed accounts to which Glazer Capital, LLC serves as investment manager. Paul J. Glazer serves as the Managing Member of Glazer Capital, LLC with respect to the Class A Ordinary Shares reported herein. The address of the business office of Glazer Capital, LLC and Paul J. Glazer is 250 West 55th Street, Suite 30A, New York, New York 10019.
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(9)
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According to a Schedule 13G filed on February 14, 2024 by Westchester Capital Management, LLC ("Westchester"), a Delaware limited liability company, Westchester Capital Partners, LLC ("WCP"), a Delaware limited liability company, Virtus Investment Advisers, Inc. ("Virtus"), a Massachusetts corporation, and The Merger Fund ("MF"), a Massachusetts business trust. Virtus, a registered investment adviser, serves as the investment adviser to each of MF, The Merger Fund VL ("MF VL"), Virtus Westchester Event-Driven Fund ("EDF") and Virtus Westchester Credit Event Fund ("CEF"). Westchester, a registered investment adviser, serves as sub-advisor to each of MF, MF VL, EDF, CEF and Principal Funds, Inc. - Global Multi-Strategy Fund ("PRIN"). WCP, a registered investment adviser, serves as investment adviser to Westchester Capital Master Trust ("Master Trust", together with MF, MF VL, EDF, CEF, and PRIN, the "Funds"). The Funds directly hold Ordinary Shares of the Company for the benefit of the investors in those Funds. Mr. Roy Behren and Mr. Michael T. Shannon each serve as Co-Presidents of Westchester and WCP. By virtue of these relationships, Westchester, WCP and Messrs. Behren and Shannon may be deemed to beneficially own the Ordinary Shares held by the Funds, however, each of the Reporting Persons and Messrs. Behren and Shannon disclaim beneficial ownership of such shares of Ordinary Shares, except to the extent of their pecuniary interest therein. The principal business address of Westchester and WCP is 100 Summit Drive, Valhalla, NY 10595. The principal business address of Virtus Investment Advisers, Inc. is One Financial Plaza, Hartford, CT 06103. The principal business of The Merger Fund is 101 Munson Street, Greenfield, MA 01301-9683.
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(10)
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According to a Schedule 13G filed on February 14, 2024 by Mizuho Financial Group, Inc. Mizuho Financial Group, Inc., Mizuho Bank, Ltd. And Mizuho Americas LLC may be deemed to be indirect beneficial owners of the equity securities directly held by Mizuho Securities USA LLC which is their wholly-owned subsidiary. The principal business office of Mizuho Financial Group, Inc. is 1-5-5, Otemachi, Chiyoda-ku, Tokyo 100-8176, Japan.
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If the shares are registered in your names, you should contact us by calling or writing the Company at the Company's principal executive offices at 1177 Avenue of the Americas, 5th Floor, New York, New York 10036, (561) 655-2615, Attn: Nadim Qureshi; or
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If a bank, broker or other nominee holds your shares, you should contact the bank, broker or other nominee directly.
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(a)
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cease all operations except for the purpose of winding up;
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(b)
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as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company (less taxes payable and up to US$100,000 of interest to pay dissolution expenses), divided by the number of then Public Shares in issue, which redemption will completely extinguish public Members' rights as Members (including the right to receive further liquidation distributions, if any); and
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(c)
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as promptly as reasonably possible following such redemption, subject to the approval of the Company's remaining Members and the Directors, liquidate and dissolve,
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(a)
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to modify the substance or timing of the Company's obligation to allow redemption in connection with a Business Combination or redeem 100 per cent of the Public Shares if the Company does not consummate a Business Combination by March 16, 2026, or such later time as the Members may approve in accordance with the Articles; or
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(b)
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with respect to any other provision relating to Members' rights or pre-Business Combination activity,
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