TOWER SEMICONDUCTOR LTD.IL001082379207/03/2023Election Of Director To Serve Until The Next Annual Meeting: Amir ElsteinDIRECTOR ELECTIONSISSUER4481.0000000.000000FOR4481.000000FORS000005160TOWER SEMICONDUCTOR LTD.IL001082379207/03/2023Election Of Director To Serve Until The Next Annual Meeting: Russell EllwangerDIRECTOR ELECTIONSISSUER4481.0000000.000000FOR4481.000000FORS000005160TOWER SEMICONDUCTOR LTD.IL001082379207/03/2023Election Of Director To Serve Until The Next Annual Meeting: Kalman KaufmanDIRECTOR ELECTIONSISSUER4481.0000000.000000FOR4481.000000FORS000005160TOWER SEMICONDUCTOR LTD.IL001082379207/03/2023Election Of Director To Serve Until The Next Annual Meeting: Dana GrossDIRECTOR ELECTIONSISSUER4481.0000000.000000FOR4481.000000FORS000005160TOWER SEMICONDUCTOR LTD.IL001082379207/03/2023Election Of Director To Serve Until The Next Annual Meeting: Ilan FlatoDIRECTOR ELECTIONSISSUER4481.0000000.000000FOR4481.000000FORS000005160TOWER SEMICONDUCTOR LTD.IL001082379207/03/2023Election Of Director To Serve Until The Next Annual Meeting: Yoav CheloucheDIRECTOR ELECTIONSISSUER4481.0000000.000000FOR4481.000000FORS000005160TOWER SEMICONDUCTOR LTD.IL001082379207/03/2023Election Of Director To Serve Until The Next Annual Meeting: Iris AvnerDIRECTOR ELECTIONSISSUER4481.0000000.000000FOR4481.000000FORS000005160TOWER SEMICONDUCTOR LTD.IL001082379207/03/2023Election Of Director To Serve Until The Next Annual Meeting: Michal Vakrat WolkinDIRECTOR ELECTIONSISSUER4481.0000000.000000FOR4481.000000FORS000005160TOWER SEMICONDUCTOR LTD.IL001082379207/03/2023Election Of Director To Serve Until The Next Annual Meeting: Avi HassonDIRECTOR ELECTIONSISSUER4481.0000000.000000FOR4481.000000FORS000005160TOWER SEMICONDUCTOR LTD.IL001082379207/03/2023To Appoint Mr. Amir Elstein As The Chairman Of The Board Of Directors To Serve Until The Next Annual Meeting Of Shareholders And Until His Successor Is Duly Appointed And Approve The Terms Of His Compensation In Such Capacity, As Described In Proposal 2 Of The Proxy Statement, Subject To Approval Of His Election As A Director Under Proposal 1.DIRECTOR ELECTIONSISSUER4481.0000000.000000FOR4481.000000FORS000005160TOWER SEMICONDUCTOR LTD.IL001082379207/03/2023To Approve The Company S Compensation Policy, In The Form Attached As Exhibit A To The Proxy Statement.COMPENSATIONISSUER4481.0000000.000000FOR4481.000000FORS000005160TOWER SEMICONDUCTOR LTD.IL001082379207/03/2023Do You Have A Personal Interest (as Defined In The Proxy Statement) With Respect To The Subject Matter Of Proposal 3? Mark For = Yes Or Against = No.OTHERUndefinedISSUER4481.0000000.000000S000005160TOWER SEMICONDUCTOR LTD.IL001082379207/03/2023To Approve The Increase In The Annual Base Salary Of Mr. Russell Ellwanger, The Company S Chief Executive Officer And Chairman Of The Board Of Directors Of The Company S Subsidiaries, As Described In Proposal 4 Of The Proxy Statement.COMPENSATIONISSUER4481.0000000.000000FOR4481.000000FORS000005160TOWER SEMICONDUCTOR LTD.IL001082379207/03/2023Do You Have A Personal Interest (as Defined In The Proxy Statement) With Respect To The Subject Matter Of Proposal 4? Mark For = Yes Or Against = No.OTHERUndefinedISSUER4481.0000000.000000S000005160TOWER SEMICONDUCTOR LTD.IL001082379207/03/2023To Approve The Award Of Equity-based Compensation To Mr. Russell Ellwanger, The Company S Chief Executive Officer, As Described In Proposal 5 Of The Proxy Statement.COMPENSATIONISSUER4481.0000000.000000FOR4481.000000FORS000005160TOWER SEMICONDUCTOR LTD.IL001082379207/03/2023Do You Have A Personal Interest (as Defined In The Proxy Statement) With Respect To The Subject Matter Of Proposal 5? Mark For = Yes Or Against = No.OTHERUndefinedISSUER4481.0000000.000000S000005160TOWER SEMICONDUCTOR LTD.IL001082379207/03/2023To Approve The Equity Grant To Each Member Of The Company S Board Of Directors (other Than Amir Elstein And Russell Ellwanger), As Described In Proposal 6 Of The Proxy Statement, Subject To His Or Her Respective Election As A Director Under Proposal 1.COMPENSATIONISSUER4481.0000000.000000FOR4481.000000FORS000005160TOWER SEMICONDUCTOR LTD.IL001082379207/03/2023To Approve The Appointment Of Brightman Almagor Zohar & Co., Certified Public Accountants, A Firm In The Deloitte Global Network, As The Independent Registered Public Accountants Of The Company For The Year Ending December 31, 2023, And For The Period Commencing January 1, 2024, And Until The Next Annual Shareholders Meeting, And The Authorization Of The Audit Committee Of The Board Of Directors To Determine The Remuneration Of Such Firm In Accordance With The Volume And Nature Of Its Services.AUDIT-RELATEDISSUER4481.0000000.000000FOR4481.000000FORS000005160VISCOGLIOSI BROTHERS ACQUISITION CORP92838K100US92838K100707/03/2023Extension Proposal - Amend the Company's amended and restated certificate of incorporation to allow the Company, to elect to extend the date by which the Company must consummate a business combination from July 11, 2023 to July 11, 2024.CORPORATE GOVERNANCEISSUER1606.0000000.000000FOR1606.000000FORS000005160VISCOGLIOSI BROTHERS ACQUISITION CORP92838K100US92838K100707/03/2023NTA Amendment Proposal - Amend Section 9.2 of the Company's amended and restated certificate of incorporation to state that the Company will not consummate any business combination unless it (i) has net tangible assets of at least $5,000,001 upon consummation of such business combination, or (ii) is otherwise exempt from the provisions of Rule 419 promulgated under the Securities Act of 1933, as amended .CAPITAL STRUCTUREISSUER1606.0000000.000000FOR1606.000000FORS000005160VISCOGLIOSI BROTHERS ACQUISITION CORP92838K100US92838K100707/03/2023Adjournment Proposal - Approve the adjournment of the Special Meeting by the Chairman thereof to a later date, if necessary, under certain circumstances, to solicit additional proxies (i) to approve the Extension Proposal, (ii) to approve the NTA Amendment Proposal, (ii) if a quorum is not present at the Special Meeting, or (iii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determined in good faith after consultation with outside legal counsel is required under applicable law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company's stockholders prior to the Special Meeting; provided that the Special Meeting is reconvened as promptly as practical thereafter.CORPORATE GOVERNANCEISSUER1606.0000000.000000FOR1606.000000FORS000005160GALATA ACQUISITION CORP.KYG3R23A108107/06/2023Business Combination Proposal - a proposal to approve by ordinary resolution and adopt the Business Combination Agreement, a copy of which is attached to the accompanying proxy statement/prospectus as Annex A, and the transactions contemplated thereby, including the Business Combination;EXTRAORDINARY TRANSACTIONSISSUER1699.0000000.000000FOR1699.000000FORS000005160GALATA ACQUISITION CORP.KYG3R23A108107/06/2023Organizational Documents Proposal - to approve and adopt the Proposed Articles of Association changing the name of the company to "Marti Technologies, Inc."CORPORATE GOVERNANCEISSUER1699.0000000.000000FOR1699.000000FORS000005160GALATA ACQUISITION CORP.KYG3R23A108107/06/2023Organizational Documents Proposal - to approve in all respects that upon the Effective Time, the effective change in authorized share capital from (i) the authorized share capital of Galata immediately prior to the Effective Time of $22,100 divided into 200,000,000 Class A Ordinary Shares of a par value of $0.0001 each, 20,000,000 Founder Shares of a par value of $0.0001 each and 1,000,000 preference shares of Galata of a par value of $0.0001 each, to (ii) the authorized share capital of New Marti of $20,100 divided into 200,000,000 Class A Ordinary Shares of a par value of $0.0001 each and 1,000,000 preference shares of New Marti of a par value of $0.0001 each.CAPITAL STRUCTUREISSUER1699.0000000.000000FOR1699.000000FORS000005160GALATA ACQUISITION CORP.KYG3R23A108107/06/2023Organizational Documents Proposal - to approve in all respects, upon the Effective Time the effective change from a three-class share structure of Galata immediately prior to the Effective Time, comprising Class A Ordinary Shares, Founder Shares and preference shares of Galata, to a two-class share structure of New Marti, comprised of Class A Ordinary Shares and preference shares of New Marti.CAPITAL STRUCTUREISSUER1699.0000000.000000FOR1699.000000FORS000005160GALATA ACQUISITION CORP.KYG3R23A108107/06/2023Organizational Documents Proposal - to approve in all respects the effective change from the holders of Founder Shares having the power to appoint or remove any director of Galata (prior to the Merger) by ordinary resolution, to the holders of Class A Ordinary Shares having the power to appoint a director of New Marti by resolution of the New Marti shareholders at an annual general meeting under the terms of the Proposed Articles of Association, and remove a director of New Marti from office by special resolution and only for 'cause' (as defined in the Proposed Articles of Association).CORPORATE GOVERNANCEISSUER1699.0000000.000000FOR1699.000000FORS000005160GALATA ACQUISITION CORP.KYG3R23A108107/06/2023Organizational Documents Proposal - to authorize all other changes arising from or in connection with the effective substitution of the Existing Articles of Association, by the Proposed Articles of Association, including the removal of certain provisions relating to Galata's status as a blank check company that will not be applicable following consummation of the Business Combination.CORPORATE GOVERNANCEISSUER1699.0000000.000000FOR1699.000000FORS000005160GALATA ACQUISITION CORP.KYG3R23A108107/06/2023The NYSE Proposal - a proposal to approve by ordinary resolution, for purposes of complying with applicable listing rules of the New York Stock Exchange, (a) the issuance of up to an aggregate of 54,000,000 Class A Ordinary Shares in connection with the Merger and (b) the issuance and sale of up to an aggregate of 90,909,091 Class A Ordinary Shares, which will be issued upon conversion of the Convertible Notes in connection with the Subscription.EXTRAORDINARY TRANSACTIONSISSUER1699.0000000.000000FOR1699.000000FORS000005160GALATA ACQUISITION CORP.KYG3R23A108107/06/2023The Incentive Plan Proposal - a proposal to approve by ordinary resolution and adopt the New Marti Incentive Plan and material terms thereunder, a copy of which is attached to the accompanying proxy statement/prospectus as Annex H.COMPENSATIONISSUER1699.0000000.000000FOR1699.000000FORS000005160GALATA ACQUISITION CORP.KYG3R23A108107/06/2023Adjournment Proposal - a proposal to approve, as an ordinary resolution, to adjourn the General Meeting to a later date or dates to the extent reasonable (i) to ensure that any supplement or amendment to this proxy statement/prospectus is provided to Galata's shareholders, (ii) in order to solicit additional proxies from Galata's shareholders in favor of the Proposals, or (iii) in order to solicit additional proxies in order to consummate the transactions contemplated by, or for any other reason in connection with, the Business Combination Agreement.CORPORATE GOVERNANCEISSUER1699.0000000.000000FOR1699.000000FORS000005160IVERIC BIO, INC.46583P102US46583P102107/06/2023To adopt the Agreement and Plan of Merger (the "Merger Agreement"), dated April 28, 2023, by and among IVERIC bio, Inc. ("IVERIC"), Astellas US Holding, Inc. ("Parent"), Berry Merger Sub, Inc., a wholly owned subsidiary of Parent ("Merger Sub"), and Solely as provided by Section 8.10(b) of the Merger Agreement, Astellas Pharma Inc., pursuant to which Merger Sub will merge with and into IVERIC, and IVERIC will become a wholly owned subsidiary of Parent (the "Merger").EXTRAORDINARY TRANSACTIONSISSUER15288.0000000.000000FOR15288.000000FORS000005160IVERIC BIO, INC.46583P102US46583P102107/06/2023To approve, by non-binding, advisory vote, compensation that may be paid or become payable by IVERIC to its named executive officers in connection with the Merger.SECTION 14A SAY-ON-PAY VOTESISSUER15288.0000000.000000FOR15288.000000FORS000005160IVERIC BIO, INC.46583P102US46583P102107/06/2023To approve, by non-binding, advisory vote, compensation that may be paid or become payable by IVERIC to its named executive officers in connection with the Merger.SECTION 14A SAY-ON-PAY VOTESISSUER15288.0000000.000000FOR15288.000000FOR1S000005160IVERIC BIO, INC.46583P102US46583P102107/06/2023To approve the adjournment of the special meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the special meeting.CORPORATE GOVERNANCEISSUER15288.0000000.000000FOR15288.000000FORS000005160ALPHA HEALTHCARE ACQUISITION CORP. III02073F104US02073F104907/11/2023To (a) adopt and approve the Business Combination Agreement, dated as of January 4, 2023 (the "Business Combination Agreement"), among ALPA, Candy Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of ALPA ("Merger Sub"), and Carmell Therapeutics Corporation, a Delaware corporation ("Carmell"), pursuant to which Merger Sub will merge with and into Carmell, with Carmell surviving the merger as a wholly-owned subsidiary of ALPA (the "Combined Company") and (b) approve such merger and the other transactions contemplated by the Business Combination Agreement (the "Business Combination"). Subject to the terms and conditions set forth in the Business Combination Agreement, at the effective time of the Business Combination (the "Effective Time"): (i) each outstanding share of Carmell common stock will be cancelled and converted into the right to receive a number of shares of common stock of New Carmell (the "New Carmell common stock") equal to the Exchange Ratio (as defined in the accompanying proxy statement/prospectus); (ii) each outstanding share of Carmell preferred stock will be cancelled and converted into the right to receive a number of shares of New Carmell common stock equal to (A) the aggregate number of shares of Carmell common stock that would be issued upon conversion of the shares of Carmell preferred stock based on the applicable conversion ratio immediately prior to the Effective Time, multiplied by (B) the Exchange Ratio (as defined in the Business Combination Agreement); (iii) each outstanding Carmell option or warrant will be converted into an option or warrant, as applicable, to purchase a number of shares of Class A Common Stock equal to (A) the number of shares of Carmell common stock subject to such option or warrant multiplied by (B) the Exchange Ratio at an exercise price per share equal to the current exercise price per share for such option or warrant divided by the Exchange Ratio; in each case, rounded down to the nearest whole share; and (iv) each share of Class A Common Stock and each share of Class B Common Stock that is issued and outstanding immediately prior to the Effective Time shall become one share of New Carmell common stock. We refer to this proposal as the "Business Combination Proposal." A copy of the Business Combination Agreement is attached to the accompanying proxy statement/prospectus as Annex A;EXTRAORDINARY TRANSACTIONSISSUER2505.0000000.000000FOR2505.000000FORS000005160ALPHA HEALTHCARE ACQUISITION CORP. III02073F104US02073F104907/11/2023To approve, assuming the Business Combination Proposal is approved and adopted, a proposed third amended and restated certificate of incorporation (the "Proposed Charter," a copy of which is attached to the accompanying proxy statement/prospectus as Annex C), which will amend and restate ALPA's current Second Amended and Restated Certificate of Incorporation (the "Current Charter"), and which Proposed Charter will be in effect upon the closing (the "Closing") of the Business Combination (the "Charter Amendment Proposal");CORPORATE GOVERNANCEISSUER2505.0000000.000000FOR2505.000000FORS000005160ALPHA HEALTHCARE ACQUISITION CORP. III02073F104US02073F104907/11/2023Advisory Charter Proposal A - to change the corporate name of the Combined Company to "Carmell Therapeutics Corporation";CORPORATE GOVERNANCEISSUER2505.0000000.000000FOR2505.000000FORS000005160ALPHA HEALTHCARE ACQUISITION CORP. III02073F104US02073F104907/11/2023Advisory Charter Proposal B - to increase the authorized shares of common stock of ALPA to 250,000,000 shares;CAPITAL STRUCTUREISSUER2505.0000000.000000FOR2505.000000FORS000005160ALPHA HEALTHCARE ACQUISITION CORP. III02073F104US02073F104907/11/2023Advisory Charter Proposal C - to increase the authorized shares of "blank check" preferred stock that the Combined Company's board of directors could issue to 20,000,000 shares;CAPITAL STRUCTUREISSUER2505.0000000.000000FOR2505.000000FORS000005160ALPHA HEALTHCARE ACQUISITION CORP. III02073F104US02073F104907/11/2023Advisory Charter Proposal D - to provide that the removal of any director be only for cause and by the affirmative vote of at least 66 2 3% of the Combined Company's then-outstanding shares of capital stock entitled to vote generally in the election of directors;CORPORATE GOVERNANCEISSUER2505.0000000.000000FOR2505.000000FORS000005160ALPHA HEALTHCARE ACQUISITION CORP. III02073F104US02073F104907/11/2023Advisory Charter Proposal E - to provide that certain amendments to provisions of the Proposed Charter will require the approval of at least 66 2 3% of the Combined Company's then-outstanding shares of capital stock entitled to vote on such amendment;CORPORATE GOVERNANCEISSUER2505.0000000.000000FOR2505.000000FORS000005160ALPHA HEALTHCARE ACQUISITION CORP. III02073F104US02073F104907/11/2023Advisory Charter Proposal F - to make the Combined Company's corporate existence perpetual instead of requiring ALPA to be dissolved and liquidated 24 months following the closing of ALPA's initial public offering (the "Initial Public Offering"), and to remove from the Proposed Charter the various provisions applicable only to special purpose acquisition companies; andCORPORATE GOVERNANCEISSUER2505.0000000.000000FOR2505.000000FORS000005160ALPHA HEALTHCARE ACQUISITION CORP. III02073F104US02073F104907/11/2023Advisory Charter Proposal G - to remove the provision that allows the Class B common stockholders to act by written consent as opposed to holding a stockholders meeting.CORPORATE GOVERNANCEISSUER2505.0000000.000000FOR2505.000000FORS000005160ALPHA HEALTHCARE ACQUISITION CORP. III02073F104US02073F104907/11/2023To approve, assuming the Business Combination Proposal is approved and adopted, for purposes of complying with the applicable provisions of Nasdaq Stock Exchange Listing Rule 5635 (the "Nasdaq Listing Rule"), the issuance of up to 15,000,000 shares of New Carmell common stock in connection with the Business Combination, which amount will be determined as described in more detail in the accompanying proxy statement/prospectus (the "Nasdaq Proposal");CAPITAL STRUCTUREISSUER2505.0000000.000000FOR2505.000000FORS000005160ALPHA HEALTHCARE ACQUISITION CORP. III02073F104US02073F104907/11/2023To approve, assuming the Business Combination Proposal is approved and adopted, the appointment of nine directors who, upon consummation of the Business Combination, will become directors of the Combined Company (the "Director Election Proposal"): Rich UptonDIRECTOR ELECTIONSISSUER2505.0000000.000000FOR2505.000000FORS000005160ALPHA HEALTHCARE ACQUISITION CORP. III02073F104US02073F104907/11/2023To approve, assuming the Business Combination Proposal is approved and adopted, the appointment of nine directors who, upon consummation of the Business Combination, will become directors of the Combined Company (the "Director Election Proposal"): William NewlinDIRECTOR ELECTIONSISSUER2505.0000000.000000FOR2505.000000FORS000005160ALPHA HEALTHCARE ACQUISITION CORP. III02073F104US02073F104907/11/2023To approve, assuming the Business Combination Proposal is approved and adopted, the appointment of nine directors who, upon consummation of the Business Combination, will become directors of the Combined Company (the "Director Election Proposal"): David AndersonDIRECTOR ELECTIONSISSUER2505.0000000.000000FOR2505.000000FORS000005160ALPHA HEALTHCARE ACQUISITION CORP. III02073F104US02073F104907/11/2023To approve, assuming the Business Combination Proposal is approved and adopted, the appointment of nine directors who, upon consummation of the Business Combination, will become directors of the Combined Company (the "Director Election Proposal"): Steve BariahtarisDIRECTOR ELECTIONSISSUER2505.0000000.000000FOR2505.000000FORS000005160ALPHA HEALTHCARE ACQUISITION CORP. III02073F104US02073F104907/11/2023To approve, assuming the Business Combination Proposal is approved and adopted, the appointment of nine directors who, upon consummation of the Business Combination, will become directors of the Combined Company (the "Director Election Proposal"): Kathryn GregoryDIRECTOR ELECTIONSISSUER2505.0000000.000000FOR2505.000000FORS000005160ALPHA HEALTHCARE ACQUISITION CORP. III02073F104US02073F104907/11/2023To approve, assuming the Business Combination Proposal is approved and adopted, the appointment of nine directors who, upon consummation of the Business Combination, will become directors of the Combined Company (the "Director Election Proposal"): Jaime GarzaDIRECTOR ELECTIONSISSUER2505.0000000.000000FOR2505.000000FORS000005160ALPHA HEALTHCARE ACQUISITION CORP. III02073F104US02073F104907/11/2023To approve, assuming the Business Combination Proposal is approved and adopted, the appointment of nine directors who, upon consummation of the Business Combination, will become directors of the Combined Company (the "Director Election Proposal"): Randy HubbellDIRECTOR ELECTIONSISSUER2505.0000000.000000FOR2505.000000FORS000005160ALPHA HEALTHCARE ACQUISITION CORP. III02073F104US02073F104907/11/2023To approve, assuming the Business Combination Proposal is approved and adopted, the appointment of nine directors who, upon consummation of the Business Combination, will become directors of the Combined Company (the "Director Election Proposal"): Patrick SturgeonDIRECTOR ELECTIONSISSUER2505.0000000.000000FOR2505.000000FORS000005160ALPHA HEALTHCARE ACQUISITION CORP. III02073F104US02073F104907/11/2023To approve, assuming the Business Combination Proposal is approved and adopted, the appointment of nine directors who, upon consummation of the Business Combination, will become directors of the Combined Company (the "Director Election Proposal"): Rajiv ShuklaDIRECTOR ELECTIONSISSUER2505.0000000.000000FOR2505.000000FORS000005160ALPHA HEALTHCARE ACQUISITION CORP. III02073F104US02073F104907/11/2023To approve, assuming the Business Combination Proposal is approved and adopted, the Carmell Therapeutics Corporation 2023 Long-Term Incentive Plan, a copy of which is attached to the accompanying proxy statement/prospectus as Annex D, which will become effective as of and contingent on the consummation of the Business Combination (the "Incentive Plan Proposal"); andCOMPENSATIONISSUER2505.0000000.000000FOR2505.000000FORS000005160ALPHA HEALTHCARE ACQUISITION CORP. III02073F104US02073F104907/11/2023To approve a proposal to adjourn the Special Meeting to a later date or dates if it is determined that more time is necessary or appropriate, in the judgment of the board of directors of ALPA (the "Board") or the officer presiding over the Special Meeting, for ALPA to consummate the Business Combination (the "Adjournment Proposal").CORPORATE GOVERNANCEISSUER2505.0000000.000000FOR2505.000000FORS000005160FREEDOM ACQUISITION I CORP.KYG3663X110807/11/2023The Business Combination Proposal - "RESOLVED, AS AN ORDINARY RESOLUTION, that FACT's entry into the Amended and Restated Business Combination Agreement, dated as of May 26, 2023 (as may be further amended, supplemented or otherwise modified from time to time, the "Business Combination Agreement"), by and among FACT, Jupiter Merger Sub I Corp., a Delaware corporation and wholly-owned subsidiary of FACT ("First Merger Sub"), Jupiter Merger Sub II LLC, a Delaware limited liability company and a wholly-owned subsidiary of FACT ("Second Merger Sub"), Complete Solaria, Inc. (f/k/a Complete Solar Holding Corporation), a Delaware corporation ("Complete Solaria"), and The Solaria Corporation, a Delaware corporation and a wholly-owned subsidiary of Complete Solaria ("Solaria"), a copy of which is attached to the accompanying proxy statement/prospectus as Annex A, pursuant to which, among other things, following the de-registration of FACT as an exempted company in the Cayman Islands and the transfer by way of continuation and domestication of FACT as a corporation in the State of Delaware (i) First Merger Sub will merge with and into Complete Solaria, with Complete Solaria surviving as a wholly-owned subsidiary of FACT (the "First Merger"), (ii) immediately thereafter and as part of the same overall transaction, Complete Solaria will merge with and into Second Merger Sub, with Second Merger Sub surviving as a wholly-owned subsidiary of FACT (the "Second Merger") and FACT will change its name to "Complete Solaria, Inc." and Second Merger Sub will change its name to "CS, LLC," and (iii) immediately after the consummation of the Second Merger and as part of the same overall transaction, Solaria will merge with and into a newly formed Delaware limited liability company and wholly-owned subsidiary of FACT and will change its name to "The Solaria Corporation LLC" ("Third Merger Sub"), with Third Merger Sub surviving as a wholly-owned subsidiary of FACT (the "Additional Merger", and together with the First Merger and the Second Merger, the "Mergers"), and the transactions contemplated by the Business Combination Agreement and such proposal, the "Business Combination Proposal", be approved, ratified and confirmed in all respects." The Business Combination Proposal is conditioned on the approval of the other Condition Precedent Proposals (as defined below).EXTRAORDINARY TRANSACTIONSISSUER5686.0000000.000000FOR5686.000000FORS000005160FREEDOM ACQUISITION I CORP.KYG3663X110807/11/2023Proposal 2 - The Domestication Proposal - "RESOLVED, AS A SPECIAL RESOLUTION, that FACT be transferred by way of continuation to Delaware pursuant to Part XII of the Companies Act (As Revised) of the Cayman Islands and Section 388 of the General Corporation Law of the State of Delaware and, immediately upon being de-registered in the Cayman Islands, FACT be continued and domesticated as a corporation under the laws of the State of Delaware and, conditional upon, and with effect from, the registration of FACT as a corporation in the State of Delaware, the name of FACT be changed from "Freedom Acquisition I Corp." to "Complete Solaria, Inc."" Such proposal, the "Domestication Proposal". The Domestication Proposal is conditioned on the approval of the other Condition Precedent Proposals.EXTRAORDINARY TRANSACTIONSCORPORATE GOVERNANCEISSUER5686.0000000.000000FOR5686.000000FORS000005160FREEDOM ACQUISITION I CORP.KYG3663X110807/11/2023The Governing Documents Proposal - "RESOLVED, AS A SPECIAL RESOLUTION, that the amended and restated memorandum and articles of association of FACT currently in effect (the "Articles of Association") be amended and restated by the deletion in their entirety and the substitution in their place of the Proposed Certificate of Incorporation and Proposed Bylaws (copies of each of which are attached to the proxy statement/prospectus as Annex B and Annex C, respectively), including, without limitation, the authorization of the change in authorized share capital as indicated therein and the change of name to "Complete Solaria, Inc."" Such proposal, the "Governing Documents Proposal". The Governing Documents Proposal is conditioned on the approval of the other Condition Precedent Proposals.CORPORATE GOVERNANCEISSUER5686.0000000.000000FOR5686.000000FORS000005160FREEDOM ACQUISITION I CORP.KYG3663X110807/11/2023"RESOLVED, AS AN ORDINARY RESOLUTION, on an advisory non-binding basis, that the authorized share capital of FACT is increased from (i) 200,000,000 Class A Ordinary Shares, par value $0.0001 per share, 20,000,000 Class B Ordinary Shares, par value $0.0001 per share, and 1,000,000 preference shares, par value $0.0001 per share, to (ii) 1,000,000,000 shares of New Complete Solaria Common Stock, par value $0.0001 per share, and 10,000,000 shares of New Complete Solaria Preferred Stock, par value $0.0001 per share."CAPITAL STRUCTUREISSUER5686.0000000.000000FOR5686.000000FORS000005160FREEDOM ACQUISITION I CORP.KYG3663X110807/11/2023"RESOLVED, AS AN ORDINARY RESOLUTION, on an advisory non-binding basis, that the board of directors of New Complete Solaria (the "New Complete Solaria Board") is authorized to issue any or all shares of New Complete Solaria Preferred Stock in one or more classes or series, with such terms and conditions as may be expressly determined by the New Complete Solaria Board and as may be permitted by the Delaware General Corporation Law (the "DGCL")."CAPITAL STRUCTUREISSUER5686.0000000.000000FOR5686.000000FORS000005160FREEDOM ACQUISITION I CORP.KYG3663X110807/11/2023"RESOLVED, AS AN ORDINARY RESOLUTION, on an advisory non-binding basis, that the Court of Chancery of the State of Delaware (or, if and only if the Court of Chancery of the State of Delaware lacks subject matter jurisdiction, any state court located within the State of Delaware or, if and only if all such state courts lack subject matter jurisdiction, the federal district court for the District of Delaware) and any appellate court therefrom will be the exclusive forum for certain stockholder litigation and the federal district courts of the United States of America will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act of 1933, as amended (the "Securities Act"), unless New Complete Solaria consents in writing to the selection of an alternative forum."SHAREHOLDER RIGHTS AND DEFENSESCORPORATE GOVERNANCEISSUER5686.0000000.000000FOR5686.000000FORS000005160FREEDOM ACQUISITION I CORP.KYG3663X110807/11/2023"RESOLVED, AS AN ORDINARY RESOLUTION, on an advisory non-binding basis, that any action required or permitted to be taken by the stockholders of New Complete Solaria must be effected at a duly called annual or special meeting of stockholders of New Complete Solaria and may not be effected by any consent in writing by such stockholders."CORPORATE GOVERNANCEISSUER5686.0000000.000000FOR5686.000000FORS000005160FREEDOM ACQUISITION I CORP.KYG3663X110807/11/2023"RESOLVED, AS AN ORDINARY RESOLUTION, on an advisory non-binding basis, that, subject to the rights of holders of preferred stock of New Complete Solaria, any director of New Complete Solaria or the entire New Complete Solaria Board may be removed from office with or without cause by the affirmative vote of the holders of a majority of the then-issued and outstanding capital stock of New Complete Solaria entitled to vote in the election of directors, voting together as a single class."CORPORATE GOVERNANCEISSUER5686.0000000.000000FOR5686.000000FORS000005160FREEDOM ACQUISITION I CORP.KYG3663X110807/11/2023"RESOLVED, AS AN ORDINARY RESOLUTION, on an advisory non-binding basis, that the Proposed Certificate of Incorporation may be amended by stockholders in accordance with the voting standards set forth in the Proposed Certificate of Incorporation, and the Proposed Bylaws may be amended by stockholders in accordance with the voting standards set forth in the Proposed Certificate of Incorporation and Article XIII of the Proposed Bylaws."CORPORATE GOVERNANCEISSUER5686.0000000.000000FOR5686.000000FORS000005160FREEDOM ACQUISITION I CORP.KYG3663X110807/11/2023"RESOLVED, AS AN ORDINARY RESOLUTION, on an advisory non-binding basis, the removal of provisions in FACT's Articles of Association related to FACT's status as a blank check company that will no longer apply upon the Closing of the Business Combination be approved."CORPORATE GOVERNANCEISSUER5686.0000000.000000FOR5686.000000FORS000005160FREEDOM ACQUISITION I CORP.KYG3663X110807/11/2023"RESOLVED, AS AN ORDINARY RESOLUTION, that for the purposes of complying with the applicable provisions of NYSE Listing Rule 312.03, the issuance of shares of New Complete Solaria Common Stock and New Complete Solaria Warrants (including the shares of New Complete Solaria Common Stock issuable upon the exercise thereof) in connection with the Business Combination, the Pre-Signing Convertible Notes, the Post-Signing Convertible Notes, and any Additional Transactions (as such terms are defined in the accompanying proxy statement/prospectus) be approved." Such proposal, the "Listing Proposal". The Listing Proposal is conditioned on the approval of the other Condition Precedent Proposals.CAPITAL STRUCTUREISSUER5686.0000000.000000FOR5686.000000FORS000005160FREEDOM ACQUISITION I CORP.KYG3663X110807/11/2023The Incentive Equity Proposal - "RESOLVED, AS AN ORDINARY RESOLUTION, that FACT's adoption of the Complete Solaria, Inc. 2023 Incentive Equity Plan be approved, ratified and confirmed in all respects." Such proposal, the "Incentive Equity Plan Proposal". The Incentive Equity Plan Proposal is conditioned on the approval of the other Condition Precedent Proposals.COMPENSATIONISSUER5686.0000000.000000FOR5686.000000FORS000005160FREEDOM ACQUISITION I CORP.KYG3663X110807/11/2023The Employee Stock Purchase Plan Proposal - "RESOLVED, AS AN ORDINARY RESOLUTION, that FACT's adoption of the Complete Solaria, Inc. 2023 Employee Stock Purchase Plan be approved, ratified and confirmed in all respects." Such proposal, the "Employee Stock Purchase Plan Proposal". The Employee Stock Purchase Plan Proposal is conditioned on the approval of the other Condition Precedent Proposals.COMPENSATIONISSUER5686.0000000.000000FOR5686.000000FORS000005160FREEDOM ACQUISITION I CORP.KYG3663X110807/11/2023The Director Election Proposal - "RESOLVED, AS AN ORDINARY RESOLUTION, that effective as of the Closing of the Business Combination, the New Complete Solaria Board shall consist of no more than seven directors, and that Tidjane Thiam, Adam Gishen, William J. Anderson, Thurman J. Rodgers, Ronald Pasek, Antonio R. Alvarez and Devin Whatley be and are hereby elected as directors and serve on the New Complete Solaria Board until the expiration of their respective terms and until their respective successors are duly elected and qualified.DIRECTOR ELECTIONSISSUER5686.0000000.000000FOR5686.000000FORS000005160FREEDOM ACQUISITION I CORP.KYG3663X110807/11/2023The Adjournment Proposal - "RESOLVED, AS AN ORDINARY RESOLUTION, that the adjournment of the Special Meeting to a later date or dates if necessary, for any other reason in connection with the Business Combination Agreement or to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are insufficient FACT Ordinary Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Special Meeting or to approve the Business Combination Proposal, the Domestication Proposal, the Governing Documents Proposal, the Advisory Governing Documents Proposals, the Listing Proposal, the Incentive Equity Plan Proposal, the Employee Stock Purchase Plan Proposal or the Director Election Proposal be approved, ratified and confirmed in all respects." The Adjournment Proposal is not conditioned on the approval of any of the Condition Precedent Proposals.CORPORATE GOVERNANCEISSUER5686.0000000.000000FOR5686.000000FORS000005160NEWCOURT ACQUISITION CORPKYG6448C103307/11/2023Proposal No. 1 - The Extension Amendment Proposal - A proposal, by special resolution, to extend the date by which the Company must consummate an initial business combination up to six (6) times for one (1) month each time from July 22, 2023 to January 22, 2024 (which is 27 months from the closing of our initial public offering (the "IPO")) (which extension and later date we refer to as the "Extension" and the "Extended Date," respectively) by amending the Company's Amended and Restated Memorandum and Articles of Association, as provided by the first resolution in the form set forth in Annex A to the accompanying proxy statement.CORPORATE GOVERNANCEISSUER2194.0000000.000000FOR2194.000000FORS000005160NEWCOURT ACQUISITION CORPKYG6448C103307/11/2023Proposal No. 2- The Redemption Limitation Amendment Proposal - A proposal, by special resolution, to amend the Company's Amended and Restated Memorandum and Articles of Association, as provided by the second resolution in the form set forth in Annex A to the accompanying proxy statement (the "Redemption Limitation Amendment" and such proposal, the "Redemption Limitation Amendment Proposal") to eliminate from the Company's Amended and Restated Memorandum and Articles of Association the limitation that the Company shall not redeem public shares to the extent that such redemption would cause the Company's net tangible assets to be less than $5,000,001 (the "Redemption Limitation"). The Redemption Limitation Amendment would allow the Company to redeem public shares irrespective of whether such redemption would exceed the Redemption Limitation.CAPITAL STRUCTUREISSUER2194.0000000.000000FOR2194.000000FORS000005160NEWCOURT ACQUISITION CORPKYG6448C103307/11/2023Proposal No. 3 - The Trust Agreement Amendment Proposal - A proposal, by special resolution, to amend the Company's Amended and Restated Memorandum and Articles of Association, as provided by the second resolution in the form set forth in Annex A to the accompanying proxy statement (the "Redemption Limitation Amendment" and such proposal, the "Redemption Limitation Amendment Proposal") to eliminate from the Company's Amended and Restated Memorandum and Articles of Association the limitation that the Company shall not redeem public shares to the extent that such redemption would cause the Company's net tangible assets to be less than $5,000,001 (the "Redemption Limitation"). The Redemption Limitation Amendment would allow the Company to redeem public shares irrespective of whether such redemption would exceed the Redemption Limitation.CORPORATE GOVERNANCEISSUER2194.0000000.000000FOR2194.000000FORS000005160NEWCOURT ACQUISITION CORPKYG6448C103307/11/2023Proposal No. 4 - The Adjournment Proposal - A proposal, by ordinary resolution, to adjourn the EGM to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the EGM, there are insufficient votes to approve the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal and the Trust Agreement Amendment Proposal (the "Adjournment Proposal" and, together with the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal and the Trust Agreement Amendment Proposal, the "Proposals").CORPORATE GOVERNANCEISSUER2194.0000000.000000FOR2194.000000FORS000005160GALATA ACQUISITION CORP.KYG3R23A108107/12/2023The Extension Amendment Proposal - to approve, as a special resolution, the amendment of the Company's amended and restated memorandum and articles of association (as may be amended from time to time, the "Articles") as provided by the first resolution 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 (the "Extension") by which the Company must (1) consummate a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a "business combination"), or (2) if it fails to complete such business combination by such date, cease all operations except for the purpose of winding up, and subject to and in accordance with the Articles, redeem all of the Company's Class A ordinary shares included as part of the units sold in the Company's initial public offering (such shares, including any shares issued in exchange thereof, the "Class A Ordinary Shares" or "public shares") that was consummated on July 13, 2021 (our "IPO"), from July 13, 2023 (which is 24 months from the closing date of our IPO) to January 13, 2024, or such earlier date as determined by our board of directors (our "board") in its sole and absolute discretion (such date, the "Extended Date").CORPORATE GOVERNANCEISSUER1699.0000000.000000FOR1699.000000FORS000005160GALATA ACQUISITION CORP.KYG3R23A108107/12/2023The Redemption Limitation Amendment Proposal - to approve, as a special resolution, the amendment of the Articles as provided by the second resolution in the form set forth in Annex A to the accompanying Proxy Statement (the "Redemption Limitation Amendment" and such proposal, the "Redemption Limitation Amendment Proposal") to eliminate from the Articles the limitation that the Company shall not redeem public shares to the extent that such redemption would cause the Company's net tangible assets to be less than $5,000,001 (the "Redemption Limitation"). The Redemption Limitation Amendment would allow the Company to redeem public shares irrespective of whether such redemption would exceed the Redemption Limitation.CAPITAL STRUCTUREISSUER1699.0000000.000000FOR1699.000000FORS000005160GALATA ACQUISITION CORP.KYG3R23A108107/12/2023The Adjournment Proposal - to approve, as an ordinary resolution, the adjournment of the Extraordinary General Meeting to a later date or dates or indefinitely, if necessary or convenient, either (x) 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 any of the foregoing proposals or (y) if our board determines before the Extraordinary General Meeting that it is not necessary or no longer desirable to proceed with the other proposals (the "Adjournment Proposal").CORPORATE GOVERNANCEISSUER1699.0000000.000000FOR1699.000000FORS000005160ALPHA STAR ACQUISITION CORPORATIONKYG0230C108707/13/2023To approval of the appointment of five (5) members to the Board of Directors: Zhe ZhangDIRECTOR ELECTIONSISSUER4216.0000000.000000FOR4216.000000FORS000005160ALPHA STAR ACQUISITION CORPORATIONKYG0230C108707/13/2023To approval of the appointment of five (5) members to the Board of Directors: Guojian ChenDIRECTOR ELECTIONSISSUER4216.0000000.000000FOR4216.000000FORS000005160ALPHA STAR ACQUISITION CORPORATIONKYG0230C108707/13/2023To approval of the appointment of five (5) members to the Board of Directors: Patrick SwintDIRECTOR ELECTIONSISSUER4216.0000000.000000FOR4216.000000FORS000005160ALPHA STAR ACQUISITION CORPORATIONKYG0230C108707/13/2023To approval of the appointment of five (5) members to the Board of Directors: Xiaofeng ZhouDIRECTOR ELECTIONSISSUER4216.0000000.000000FOR4216.000000FORS000005160ALPHA STAR ACQUISITION CORPORATIONKYG0230C108707/13/2023To approval of the appointment of five (5) members to the Board of Directors: Huei-Ching HuangDIRECTOR ELECTIONSISSUER4216.0000000.000000FOR4216.000000FORS000005160ALPHA STAR ACQUISITION CORPORATIONKYG0230C108707/13/2023To ratify the appointment of UHY LLP as the Company's independent registered public account firm for the 2023 fiscal year.AUDIT-RELATEDISSUER4216.0000000.000000FOR4216.000000FORS000005160ALPHA STAR ACQUISITION CORPORATIONKYG0230C108707/13/2023Amend Alpha Star's Amended and Restated Memorandum and Articles of Association to extend the date by Alpha Star must consummate its initial business combination to March 15, 2024, by amending the Amended and Restated Memorandum and Articles of Association to delete the existing Section 36.2 thereof and replacing it with the new Section 36.2 in the form set forth in Annex A of the accompanying proxy statement.CORPORATE GOVERNANCEISSUER4216.0000000.000000FOR4216.000000FORS000005160ALPHA STAR ACQUISITION CORPORATIONKYG0230C108707/13/2023To direct the chairman of the Annual General Meeting to adjourn the Annual General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Annual General Meeting, there are not sufficient votes to approve the Proposals 1, 2 and 3.CORPORATE GOVERNANCEISSUER4216.0000000.000000FOR4216.000000FORS000005160CONSILIUM ACQUISITION CORP I, LTD.KYG2365L101407/13/2023The Name Change Proposal - to consider and vote upon a proposal by special resolution in the form set forth in Annex A of the accompanying proxy statement to amend the Company's amended and restated memorandum and articles of association adopted by special resolution dated January 5, 2022 (together, the "Existing Charter") to change the name of the Company from Consilium Acquisition Corp I, Ltd. to CSLM Acquisition Corp.CORPORATE GOVERNANCEISSUER8168.0000000.000000FOR8168.000000FORS000005160CONSILIUM ACQUISITION CORP I, LTD.KYG2365L101407/13/2023Extension Proposal - A proposal to approve, by special resolution in the form set forth in Annex B of the accompanying proxy statement, an amendment to the company's amended and restated memorandum and articles of association adopted by special resolution dated January 5, 2022 and effective on January 12, 2022 (together, the "Existing Charter") to: extend from July 18, 2023 (the "Original Termination Date") on a month-to-month basis up to October 18, 2024 (the "Extended Date").CORPORATE GOVERNANCEISSUER8168.0000000.000000FOR8168.000000FORS000005160CONSILIUM ACQUISITION CORP I, LTD.KYG2365L101407/13/2023Trust Amendment Proposal - A proposal to approve by special resolution, an amendment to the Company's investment management trust agreement, dated as of January 12, 2022 (the "Trust Agreement"), by and between the Company and Continental Stock Transfer & Trust Company (the "Trustee"), allowing the Company to extend the Combination Period by fifteen (15) additional one (1) month periods until, October 18, 2024 (as amended, the "Trust Amendment").CORPORATE GOVERNANCEISSUER8168.0000000.000000FOR8168.000000FORS000005160CONSILIUM ACQUISITION CORP I, LTD.KYG2365L101407/13/2023Adjournment Proposal - A proposal to approve, by ordinary resolution, the adjournment of the General Meeting by the chairman thereof to a later date, if necessary, under certain circumstances, to solicit additional proxies for the purpose of approving the name change proposal and the extension proposal, to amend the name change proposal and the extension proposal, or to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the company has determined in good faith after consultation with outside legal counsel is required under applicable law and for such supplemental or amended disclosure to be disseminated and reviewed by the company's shareholders prior to the General Meeting; provided that the General Meeting is reconvened as promptly as practical thereafter. The Adjournment Proposal will only be presented at the General Meeting if, based on the tabulated votes collected at the time of the General Meeting, there are not sufficient votes to approve the Name Change Proposal, Extension Proposal and the Trust Amendment Proposal.CORPORATE GOVERNANCEISSUER8168.0000000.000000FOR8168.000000FORS000005160VMWARE, INC.928563402US928563402107/13/2023Election of Directors: Anthony BatesDIRECTOR ELECTIONSISSUER10513.0000000.000000FOR10513.000000FORS000005160VMWARE, INC.928563402US928563402107/13/2023Election of Directors: Michael DellDIRECTOR ELECTIONSISSUER10513.0000000.000000FOR10513.000000FORS000005160VMWARE, INC.928563402US928563402107/13/2023Election of Directors: Egon DurbanDIRECTOR ELECTIONSISSUER10513.0000000.000000FOR10513.000000FORS000005160VMWARE, INC.928563402US928563402107/13/2023Advisory vote to approve named executive officer compensation, as described in VMware's Proxy Statement.SECTION 14A SAY-ON-PAY VOTESISSUER10513.0000000.000000FOR10513.000000FORS000005160VMWARE, INC.928563402US928563402107/13/2023Advisory vote to approve named executive officer compensation, as described in VMware's Proxy Statement.SECTION 14A SAY-ON-PAY VOTESISSUER10513.0000000.000000FOR10513.000000FOR1S000005160VMWARE, INC.928563402US928563402107/13/2023Advisory vote on the frequency of future advisory votes on named executive officer compensation.SECTION 14A SAY-ON-PAY VOTESISSUER10513.0000000.000000ONE YEAR10513.000000FORS000005160VMWARE, INC.928563402US928563402107/13/2023Advisory vote on the frequency of future advisory votes on named executive officer compensation.SECTION 14A SAY-ON-PAY VOTESISSUER10513.0000000.000000ONE YEAR10513.000000FOR1S000005160VMWARE, INC.928563402US928563402107/13/2023To ratify the selection of by the Audit Committee of VMware's Board of Directors of PricewaterhouseCoopers LLP as VMware's independent auditor for the fiscal year ending February 2, 2024.AUDIT-RELATEDISSUER10513.0000000.000000FOR10513.000000FORS000005160ANDRETTI ACQUISITION CORP.KYG26735103207/14/2023The Extension Amendment Proposal - to approve, as a special resolution, the amendment of the Company's amended and restated memorandum and articles of association (as may be amended from time to time, the "Articles") as provided by the first resolution 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 (the "Extension") by which the Company must (1) consummate a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company, with one or more businesses or entities (a "business combination"), or (2) if it fails to complete such business combination by such date, cease all operations except for the purpose of winding up, and subject to and in accordance with the Articles, redeem all of the Company's Class A ordinary shares included as part of the units sold in the Company's initial public offering (such shares, including any shares issued in exchange thereof, the "public shares") that was consummated on January 18, 2022 (our "IPO"), from July 18, 2023 (which is 18 months from the closing date of our IPO) to April 18, 2024, or such earlier date as determined by our board in its sole and absolute discretion (such date, the "Extended Date");CORPORATE GOVERNANCEISSUER10985.0000000.000000FOR10985.000000FORS000005160ANDRETTI ACQUISITION CORP.KYG26735103207/14/2023The Redemption Limitation Amendment Proposal - to approve, as a special resolution, the amendment of the Articles as provided by the second resolution in the form set forth in Annex A to the accompanying Proxy Statement (the "Redemption Limitation Amendment" and such proposal, the "Redemption Limitation Amendment Proposal") to eliminate from the Articles the limitation that the Company shall not redeem public shares to the extent that such redemption would cause the Company's net tangible assets to be less than $5,000,001 (the "Redemption Limitation"). The Redemption Limitation Amendment would allow the Company to redeem public shares irrespective of whether such redemption would exceed the Redemption Limitation; andCAPITAL STRUCTUREISSUER10985.0000000.000000FOR10985.000000FORS000005160ANDRETTI ACQUISITION CORP.KYG26735103207/14/2023The Adjournment Proposal - to approve, as an ordinary resolution, the adjournment of the Extraordinary General Meeting to a later date or dates or indefinitely, if necessary or convenient, either (x) 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 any of the foregoing proposals or (y) if our board determines before the Extraordinary General Meeting that it is not necessary or no longer desirable to proceed with the other proposals (the "Adjournment Proposal").CORPORATE GOVERNANCEISSUER10985.0000000.000000FOR10985.000000FORS000005160FOCUS FINANCIAL PARTNERS INC.34417P100US34417P100307/14/2023To approve the proposal to adopt the Agreement and Plan of Merger, dated as of February 27, 2023, by and among Ferdinand FFP Acquisition, LLC, a Delaware limited liability company ("Parent"), Ferdinand FFP Merger Sub 1, Inc., a Delaware corporation ("Company Merger Sub"), Ferdinand FFP Merger Sub 2, LLC, a Delaware limited liability company ("LLC Merger Sub"), Focus Financial Partners, LLC, a Delaware limited liability company ("Focus LLC") and Focus Financial Partners Inc., a Delaware corporation (the "Company"), pursuant to which, among other things (a) LLC Merger Sub will merger with and into Focus LLC (the "LLC Merger"), with Focus LLC surviving the LLC Merger and (b) immediately following the LLC Merger, Company Merger Sub will merge with and into the Company (the "Company Merger', and collectively with the LLC Merger, the "Mergers") with the Company surviving the Company Merger as a wholly-owned subsidiary of Parent (the "Merger Agreement Proposal").EXTRAORDINARY TRANSACTIONSISSUER1696.0000000.000000FOR1696.000000FORS000005160FOCUS FINANCIAL PARTNERS INC.34417P100US34417P100307/14/2023To approve on one or more proposals to adjourn the Special Meeting to a later date or dates if necessary or appropriate, including adjournments to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Merger Agreement Proposal.CORPORATE GOVERNANCEISSUER1696.0000000.000000FOR1696.000000FORS000005160FOCUS FINANCIAL PARTNERS INC.34417P100US34417P100307/14/2023To approve, by non-binding, advisory vote, certain compensation, arrangements for the Company's named executive officers in connection with the Mergers.SECTION 14A SAY-ON-PAY VOTESISSUER1696.0000000.000000FOR1696.000000FORS000005160FOCUS FINANCIAL PARTNERS INC.34417P100US34417P100307/14/2023To approve, by non-binding, advisory vote, certain compensation, arrangements for the Company's named executive officers in connection with the Mergers.SECTION 14A SAY-ON-PAY VOTESISSUER1696.0000000.000000FOR1696.000000FOR1S000005160AURA FAT PROJECTS ACQUISITION CORPKYG06362100007/17/2023NTA Amendment Proposal - Amend the Company's Amended and Restated Certificate to remove from the existing charter (i) the limitation that the Company will only redeem offering shares so long as (after such redemption), the Company's net tangible assets will be at least $5,000,001 or any greater net tangible assets or cash requirement which may be contained in the agreement relating to a initial business combination and after payment of underwriters' fees and commissions (the "Redemption Limitation"), (ii) the limitation that the Company shall not redeem offering shares in connection with the consummation of a business combination if the Redemption Limitation is exceeded, and (iii) the limitation that the Company shall not consummate a business combination pursuant to a tender offer if the Redemption Limitation is exceeded, which we refer to as the "NTA Amendment Proposal."CAPITAL STRUCTUREISSUER4793.0000000.000000FOR4793.000000FORS000005160AURA FAT PROJECTS ACQUISITION CORPKYG06362100007/17/2023Extension Amendment Proposal - Amend the Company's Amended and Restated Certificate to extend the date by which the Company has to complete a business combination from July 18, 2023 to July 18, 2024, or such earlier date as determined by the Board of Directors, in a series of up to twelve (12) one-month extensions, which we refer to as the "Extension Amendment Proposal."CORPORATE GOVERNANCEISSUER4793.0000000.000000FOR4793.000000FORS000005160AURA FAT PROJECTS ACQUISITION CORPKYG06362100007/17/2023Trust Amendment Proposal - Amend the Company's Investment Management Trust Agreement, dated as of April 12, 2022, by and between the Company and Continental Stock Transfer & Trust Company, (i) allowing the Company to extend the business combination period from July 18, 2023 to July 18, 2024 in a series of up to twelve (12) one-month extensions, and (ii) updating certain defined terms in the Trust Agreement, which we refer to as the "Trust Amendment Proposal.".CORPORATE GOVERNANCEISSUER4793.0000000.000000FOR4793.000000FORS000005160AURA FAT PROJECTS ACQUISITION CORPKYG06362100007/17/2023Adjournment Proposal - Approve the adjournment of the Special 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 and the Trust Amendment Proposal, which we refer to as the "Adjournment Proposal."CORPORATE GOVERNANCEISSUER4793.0000000.000000FOR4793.000000FORS000005160LIFE STORAGE, INC.53223X107US53223X107207/18/2023A proposal to approve the merger of Eros Merger Sub, LLC with and into Life Storage, which we refer to as the "company merger," pursuant to, and on the terms and conditions set forth in, the Agreement and Plan of Merger, dated as of April 2, 2023, as amended on May 18, 2023 and as it may be further amended from time to time, by and among Life Storage, Life Storage LP, Extra Space Storage Inc., Extra Space Storage LP, Eros Merger Sub, LLC and Eros OP Merger Sub, LLC, which we refer to as the "merger agreement," and the other transactions contemplated by the merger agreement, which proposal we refer to as the "Life Storage merger proposal";EXTRAORDINARY TRANSACTIONSISSUER3247.0000000.000000FOR3247.000000FORS000005160LIFE STORAGE, INC.53223X107US53223X107207/18/2023A non-binding advisory proposal to approve the compensation that may be paid or become payable to the named executive officers of Life Storage in connection with the company merger and the other transactions contemplated by the merger agreement, which we refer to as the "Life Storage compensation proposal"; andSECTION 14A SAY-ON-PAY VOTESISSUER3247.0000000.000000FOR3247.000000FORS000005160LIFE STORAGE, INC.53223X107US53223X107207/18/2023A non-binding advisory proposal to approve the compensation that may be paid or become payable to the named executive officers of Life Storage in connection with the company merger and the other transactions contemplated by the merger agreement, which we refer to as the "Life Storage compensation proposal"; andSECTION 14A SAY-ON-PAY VOTESISSUER3247.0000000.000000FOR3247.000000FOR1S000005160LIFE STORAGE, INC.53223X107US53223X107207/18/2023A proposal to approve one or more adjournments of the Life Storage special meeting to another date, time or place, if necessary or appropriate, to solicit additional proxies in favor of the Life Storage merger proposal, which we refer to as the "Life Storage adjournment proposal."CORPORATE GOVERNANCEISSUER3247.0000000.000000FOR3247.000000FORS000005160COLOMBIER ACQUISITION CORP.19533H108US19533H108607/19/2023The NTA Proposal (Proposal 1) - To consider and vote on the approval and adoption of the amendments to the current Certificate of Incorporation of Colombier (as amended from time to time, the "Current Charter"), which amendments (the "NTA Amendments") shall be effective, if adopted and implemented by Colombier, prior to the consummation of the proposed Business Combination, to remove from the Current Charter requirements limiting Colombier's ability to redeem shares of Colombier Class A Common Stock and consummate an initial business combination if the amount of such redemptions would cause Colombier to have less than $5,000,001 in net tangible assets ("NTA"). The NTA Proposal is conditioned upon the approval of the Business Combination Proposal. Therefore, if the Business Combination Proposal is not approved, then the NTA Proposal will have no effect, even if approved by Colombier stockholders. The NTA Proposal is described in more detail in the accompanying proxy statement/prospectus under the heading "The NTA Proposal (Proposal 1)."CAPITAL STRUCTUREISSUER8081.0000000.000000FOR8081.000000FORS000005160COLOMBIER ACQUISITION CORP.19533H108US19533H108607/19/2023The Business Combination Proposal (Proposal 2) - To consider and vote on a proposal to approve and adopt the Agreement and Plan of Merger, dated as of February 27, 2023 (as it may be amended or supplemented from time to time, the "Merger Agreement"), by and among Colombier, Colombier-Liberty Acquisition, Inc., a Delaware corporation and wholly-owned subsidiary of Colombier ("Merger Sub"), Colombier Sponsor, LLC, a Delaware limited liability company (the "Sponsor"), in its capacity as Purchaser Representative (the "Purchaser Representative") for the purposes set forth in the Merger Agreement, and PSQ Holdings, Inc., a Delaware corporation ("PSQ"), and approve the transactions contemplated thereby, including the merger of Merger Sub with and into PSQ, with PSQ continuing as the surviving corporation and as a wholly-owned subsidiary of Colombier, and the issuance of Colombier securities as Merger Consideration thereunder, as described in more detail in the accompanying proxy statement/prospectus (the "Merger" and, together with the other transactions contemplated by the Merger Agreement, the "Business Combination").EXTRAORDINARY TRANSACTIONSISSUER8081.0000000.000000FOR8081.000000FORS000005160COLOMBIER ACQUISITION CORP.19533H108US19533H108607/19/2023The Charter Proposal (Proposal 3) - To consider and vote upon a proposal to approve and adopt, in connection with the Business Combination, the proposed new amended and restated certificate of incorporation of Colombier (the "Proposed Charter") in the form attached to the accompanying proxy statement/prospectus as Annex B. The Charter Proposal is conditioned on the approval of the Business Combination Proposal. Therefore, if the Business Combination Proposal is not approved, then the Charter Proposal will have no effect, even if approved by Colombier stockholders. The Charter Proposal is described in more detail in the accompanying proxy statement/prospectus under the heading "The Charter Proposal (Proposal 3)."CORPORATE GOVERNANCEISSUER8081.0000000.000000FOR8081.000000FORS000005160COLOMBIER ACQUISITION CORP.19533H108US19533H108607/19/2023Advisory Charter Proposal 4 - to change the corporate name of the Combined Company to "PSQ Holdings, Inc." at and from the time of the Business Combination;CORPORATE GOVERNANCEISSUER8081.0000000.000000FOR8081.000000FORS000005160COLOMBIER ACQUISITION CORP.19533H108US19533H108607/19/2023Advisory Charter Proposal 5 - to increase the authorized shares of capital stock of the Combined Company to 590,000,000 shares of capital stock, consisting of (a) 500,000,000 shares of Class A Common Stock, (b) 40,000,000 shares of Class C Common Stock and (c) 50,000,000 shares of undesignated preferred stock.CAPITAL STRUCTUREISSUER8081.0000000.000000FOR8081.000000FORS000005160COLOMBIER ACQUISITION CORP.19533H108US19533H108607/19/2023Advisory Charter Proposal 6 - to remove certain blank check provisions that will no longer be necessary upon consummation of the Business Combination.CORPORATE GOVERNANCEISSUER8081.0000000.000000FOR8081.000000FORS000005160COLOMBIER ACQUISITION CORP.19533H108US19533H108607/19/2023Advisory Charter Proposal 7 - to provide for two classes of common stock, the Class A Common Stock and the Class C Common Stock. Class C Common Stock will be held only by the PSQ Founder and certain permitted transferees of the PSQ Founder. Holders of Class A Common Stock will be entitled to one vote per share of Class A Common Stock, and holders of Class C Common Stock will be entitled to a number of votes per share of Class C Common Stock held of record by such holder as of the applicable record date equal to (i) (x) the total number of shares of Class A Common Stock entitled to vote on such matter as of the applicable record date, plus (y) one hundred (100); divided by (ii) the total number of shares of Class C Common Stock issued and outstanding as of the applicable record date.CAPITAL STRUCTUREISSUER8081.0000000.000000FOR8081.000000FORS000005160COLOMBIER ACQUISITION CORP.19533H108US19533H108607/19/2023The Incentive Plan Proposal (Proposal 8) - To consider and vote upon a proposal to approve the 2023 Stock Incentive Plan (the "Incentive Plan"), the form of which is attached to the accompanying proxy statement/prospectus. The Colombier Board has adopted the Incentive Plan, subject to the approval of the Colombier stockholders and contingent upon the Closing. If approved, the Incentive Plan will be effective upon the Closing. The Incentive Plan Proposal is described in more detail in the accompanying proxy statement/prospectus under the heading "The Incentive Plan Proposal (Proposal 8)."COMPENSATIONISSUER8081.0000000.000000FOR8081.000000FORS000005160COLOMBIER ACQUISITION CORP.19533H108US19533H108607/19/2023The ESPP Proposal (Proposal 9) - To consider and vote upon a proposal to approve the 2023 Employee Stock Purchase Plan (the "ESPP"), the form of which is attached to the accompanying proxy statement/prospectus. The Colombier Board has adopted the ESPP, subject to the approval of the Colombier stockholders and contingent upon the Closing. If approved, the ESPP will be effective upon the Closing. The ESPP Proposal is described in more detail in the accompanying proxy statement/prospectus under the heading "The ESPP Proposal (Proposal 9)."COMPENSATIONISSUER8081.0000000.000000FOR8081.000000FORS000005160COLOMBIER ACQUISITION CORP.19533H108US19533H108607/19/2023The NYSE Proposal (Proposal 10) - To consider and vote upon, for purposes of complying with the applicable listing rules of the New York Stock Exchange (the "NYSE"), the issuance of the shares of Class A Common Stock and Class C Common Stock to be issued in connection with the Business Combination. The NYSE Proposal is described in more detail in the accompanying proxy statement/prospectus under the heading "NYSE Proposal (Proposal 10)."CAPITAL STRUCTUREISSUER8081.0000000.000000FOR8081.000000FORS000005160COLOMBIER ACQUISITION CORP.19533H108US19533H108607/19/2023The Adjournment Proposal (Proposal 11) - To consider and vote upon a proposal to adjourn the Colombier Special Meeting to a later date or dates, if necessary, at the determination of the Colombier Board or the chairman of the Colombier Special Meeting. We refer to this proposal as the "Adjournment Proposal."CORPORATE GOVERNANCEISSUER8081.0000000.000000FOR8081.000000FORS000005160KEYARCH ACQUISITION CORPKYG5260A104007/20/2023RESOLVED, as a special resolution, that the Amended and Restated Memorandum of Association and Articles of Association be amended, in order to give the Board the right to extend the Termination Date from July 27, 2023 to October 27, 2023 and to allow the Board, without another shareholder vote, to elect to further extend the Termination Date on a monthly basis up to three (3) until January 27, 2024, or for a total of up to six (6) months after the Original Termination Date (or such earlier date as determined by the Board).CORPORATE GOVERNANCEISSUER12768.0000000.000000FOR12768.000000FORS000005160KEYARCH ACQUISITION CORPKYG5260A104007/20/2023RESOLVED, as a special resolution, that the Amended and Restated Memorandum of Association and Articles of Association be amended, in order to provide for the right of a holder of Class B Ordinary Shares to convert into Class A Ordinary Shares on a one-for-one basis at any time prior to the closing of a Business Combination at the option of a holder of the Class B Ordinary Shares.CAPITAL STRUCTURECORPORATE GOVERNANCEISSUER12768.0000000.000000FOR12768.000000FORS000005160KEYARCH ACQUISITION CORPKYG5260A104007/20/2023RESOLVED, as an ordinary resolution, that the appointment of UHY LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2023 be ratified, approved and confirmed in all respects.AUDIT-RELATEDISSUER12768.0000000.000000FOR12768.000000FORS000005160KEYARCH ACQUISITION CORPKYG5260A104007/20/2023RESOLVED, as an ordinary resolution, that the adjournment of the Meeting to a later date or dates to be determined by the chairman of the Meeting, or indefinitely, if necessary or convenient, to permit further solicitation and vote of proxies be confirmed, ratified and approved in all respects.CORPORATE GOVERNANCEISSUER12768.0000000.000000FOR12768.000000FORS000005160PERCEPTION CAPITAL CORP IIIKYG7185D106007/21/2023Amend the Company's Articles to extend the date that the Company has to consummate a business combination from 24 months from the closing of the Initial Public Offering to 36 months from the closing of the Initial Public Offering or such earlier date as is determined by our board of directors to be in the best interests of the Company pursuant to the following resolution: FIRST, RESOLVED, as a special resolution THAT, effective immediately, the Articles of the Company be amended by: (a) amending Article 163(a) by deleting the following introduction of such sub-section: "In the event that either the Company does not consummate a Business Combination by twenty-four months after the closing of the IPO" and replacing it with the following: "In the event that either the Company does not consummate a Business Combination by thirty-six months after the closing of the IPO or such earlier date as is determined by our Board to be in the best interests of the Company"; and (b) amending article 163(b) by deleting the following introduction of such subsection: "If any amendment is made to Article 163(a) that would modify the substance or timing of the Company's obligation to provide holders of our Class A Shares the right to have their shares redeemed in connection with our initial Business Combination or to redeem 100% of our Public Shares if the Company does not complete its initial Business Combination within 24 months from the closing of the IPO or" and replacing it with the following: "If any amendment is made to Article 163(a) that would modify the substance or timing of the Company's obligation to provide holders of our Class A Shares the right to have their shares redeemed in connection with our initial Business Combination or to redeem 100% of our Public Shares if the Company does not complete its initial Business Combination within 36 months from the closing of the IPO or".CORPORATE GOVERNANCEISSUER8678.0000000.000000FOR8678.000000FORS000005160PERCEPTION CAPITAL CORP IIIKYG7185D106007/21/2023Amend the Company's Articles to eliminate the limitation that the Company shall not redeem Class A ordinary shares sold in the Initial Public Offering to the extent that such redemption would cause the Company's net tangible assets to be less than $5,000,001 pursuant to the following resolution: SECOND, RESOLVED, as a special resolution THAT, effective immediately, the Articles of the Company be amended by: (a) amending Article 158 by deleting the words: "provided that the Company shall not consummate a Business Combination unless the Company would have net tangible assets of at least US$5,000,001 upon consummation". (b) amending Article 159 by deleting the words: "; provided that the Company shall not repurchase Public Shares in an amount that would cause the Company's net tangible assets to be less than US$5,000,001". (c) amending Article 162 by deleting the words: "Notwithstanding the foregoing, the Company shall not redeem Public Shares that would cause the Company's net tangible assets to be less than US$5,000,001 following such redemptions." (d) amending Article 163(b) by deleting the words: "Notwithstanding the foregoing, the Company shall not redeem Public Shares in connection with such amendment that would cause the Company's net tangible assets to be less than US$5,000,001 following such redemptions."CAPITAL STRUCTUREISSUER8678.0000000.000000FOR8678.000000FORS000005160PERCEPTION CAPITAL CORP IIIKYG7185D106007/21/2023Adjourn the Extraordinary General Meeting to a later date or dates, or indefinitely, if necessary or convenient, pursuant to the following resolution: "RESOLVED, as an ordinary resolution, the adjournment of the Extraordinary General Meeting to a later date or dates or indefinitely, if necessary or convenient, either (x) 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 any of the foregoing proposals or (y) if our board determines before the Extraordinary General Meeting that it is not necessary or no longer desirable to proceed with the other proposals, be confirmed, ratified and approved in all respects."CORPORATE GOVERNANCEISSUER8678.0000000.000000FOR8678.000000FORS000005160MAGNUM OPUS ACQUISITION LIMITEDKYG5S70A104907/24/2023Extension Amendment Proposal - To amend by special resolution the MAA, in accordance with the form set forth in Annex B attached to the accompany proxy statement, to extend the date by which the Company must (i) consummate a business combination, or (ii) cease its operations except for the purpose of winding up if it fails to complete such business combination and redeem of repurchase 100% of the Company's then issued and outstanding public shares, from July 25, 2023 to September 25, 2023 and, to further extend the Termination Date, if the Company does not consummate a business combination by September 25, 2023, without the need for any further approval of the Company's shareholders, by resolutions of the Board passed at least three days prior to the applicable Extended Date, up to four times, each by an additional month, for an aggregate of four additional months, until January 25, 2024.CORPORATE GOVERNANCEISSUER5436.0000000.000000FOR5436.000000FORS000005160MAGNUM OPUS ACQUISITION LIMITEDKYG5S70A104907/24/2023Founder Share Amendment Proposal - To amend by special resolution the MAA in accordance with the form set forth in Annex B attached hereto, to provide for the right of a holder of the Company's Class B Ordinary Shares to convert into Class A Ordinary Shares on a one-for-one basis at any time before or concurrently with or immediately following the consummation of the Company's business combination at the election of the holder.CAPITAL STRUCTURECORPORATE GOVERNANCEISSUER5436.0000000.000000FOR5436.000000FORS000005160MAGNUM OPUS ACQUISITION LIMITEDKYG5S70A104907/24/2023Adjournment Proposal - To approve the adjournment of the Extraordinary Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes to approve the Extension Amendment Proposal or the Founder Share Amendment Proposal or if we determine that additional time is necessary to effectuate the Extension.CORPORATE GOVERNANCEISSUER5436.0000000.000000FOR5436.000000FORS000005160ARCONIC CORPORATION03966V107US03966V107007/25/2023To adopt the Agreement and Plan of Merger, dated as of May 4, 2023, by and among Arconic Corporation, Arsenal AIC Parent LLC and Arsenal AIC MergeCo Inc. as it may be amended from time to time (the "Merger Agreement").EXTRAORDINARY TRANSACTIONSISSUER9604.0000000.000000FOR9604.000000FORS000005160ARCONIC CORPORATION03966V107US03966V107007/25/2023To approve, on an advisory (nonbinding) basis, the compensation that may be paid or become payable to named executive officers of Arconic Corporation that is based on or otherwise related to the Merger Agreement and the transactions contemplated by the Merger AgreementSECTION 14A SAY-ON-PAY VOTESISSUER9604.0000000.000000FOR9604.000000FORS000005160ARCONIC CORPORATION03966V107US03966V107007/25/2023To approve, on an advisory (nonbinding) basis, the compensation that may be paid or become payable to named executive officers of Arconic Corporation that is based on or otherwise related to the Merger Agreement and the transactions contemplated by the Merger AgreementSECTION 14A SAY-ON-PAY VOTESISSUER9604.0000000.000000FOR9604.000000FOR1S000005160ARCONIC CORPORATION03966V107US03966V107007/25/2023To approve any adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.CORPORATE GOVERNANCEISSUER9604.0000000.000000FOR9604.000000FORS000005160CHENGHE ACQUISITION CO.KYG2086M107807/26/2023Extension Amendment Proposal - To amend by special resolution the MAA, in accordance with the form set forth in Annex B attached to the accompany proxy statement, to extend the date by which the Company must (i) consummate a business combination, or (ii) cease its operations except for the purpose of winding up if it fails to complete such business combination and redeem or repurchase 100% of the Company's public shares included as part of the units sold in the Company's IPO, for three months, from August 2, 2023 to November 2, 2023, for a deposit, for the First-Phase Extension Period, of the lesser of (a) US$300,000 and (b) US$0.075 for each Class A Ordinary Share not redeemed as of August 2, 2023 and to allow the Company, without the need for any further approval of the Company's shareholder, by resolutions of the Board, to elect to further extend the Termination Date, up to six times, each by an additional month, for an aggregate of six additional months beyond November 2, 2023, until up to May 2, 2024, for a deposit, for each Second-Phase Extension Period, of the lesser of (a) US$100,000 and (b) US$0.025 for each Class A Ordinary Share not redeemed as of August 2, 2023.CORPORATE GOVERNANCEISSUER1990.0000000.000000FOR1990.000000FORS000005160CHENGHE ACQUISITION CO.KYG2086M107807/26/2023Founder Share Amendment Proposal - To amend by special resolution the MAA, in accordance with the form set forth in Annex B attached hereto, to provide for the right of a holder of the Company's Class B Ordinary Shares to convert into Class A Ordinary Shares on a one-for-one basis at any time before or concurrently with or immediately following the consummation of the Company's business combination at the election of the holder.CAPITAL STRUCTURECORPORATE GOVERNANCEISSUER1990.0000000.000000FOR1990.000000FORS000005160CHENGHE ACQUISITION CO.KYG2086M107807/26/2023Adjournment Proposal - To approve the adjournment of the Extraordinary Meeting to a later date or dates, if necessary, (i) to permit further solicitation and vote of proxies in the event that there are insufficient votes to approve the Extension Amendment Proposal or the Founder Share Amendment Proposal, (ii) if the holders of Class A Ordinary Shares have elected to redeem an amount of shares in connection with the Extension Amendment Proposal such that the Company would not adhere to the continued listing requirements of Nasdaq or (iii) if the Company determines before the Extraordinary Meeting that it is not necessary or no longer desirable to proceed with the other proposals, including that the Company has elected to exercise the Original Extension Right.CORPORATE GOVERNANCEISSUER1990.0000000.000000FOR1990.000000FORS000005160COMPUTE HEALTH ACQUISITION CORP.204833115US204833115907/26/2023Warrant Amendment Proposal - to consider and vote upon an amendment (the "Warrant Amendment") to the warrant agreement that governs all of Compute Health's outstanding warrants (the "Warrant Agreement"). The Warrant Amendment proposes to (i) amend the anti-dilution provisions of the Warrant Agreement by deleting section 4.5 of the Warrant Agreement, (ii) provide that, upon the completion of the Business Combination (as defined in the accompanying proxy statement/prospectus), each of the outstanding warrants of Compute Health, which currently entitle the holder thereof to purchase one share of Class A common stock, par value $0.0001 per share, of Compute Health at an exercise price of $11.50 per share (each, a "Compute Health Public Warrant" and, together with the warrants of Compute Health issued in a private placement that closed contemporaneously with our initial public offering (the "Compute Health Private Warrants"), the "Compute Health Warrants"), will become exercisable for 1.420455 shares of New Allurion Common Stock at an exercise price of $11.50 per share, (iii) provide that, upon the completion of the Business Combination, each Compute Health Warrant Holder will be issued one-half of one New Allurion Public Warrant for each outstanding Compute Health Public Warrant held by such holder, and (iv) amend the term of the Compute Health Warrants such that they will expire six years after the consummation of the Business Combination, or earlier upon redemption or liquidation (collectively, the "Warrant Amendment Proposal"), the substantive text of which is attached 1o the accompanying proxy statement/prospectus as Annex D; andOTHERBondholder-related matterISSUER1422.0000000.000000FOR1422.000000FORS000005160COMPUTE HEALTH ACQUISITION CORP.204833115US204833115907/26/2023Warrant Holders Adjournment Proposal - to consider and vote upon a proposal to approve the adjournment of the Warrant Holders Meeting to a later date or dates, if necessary, to permit the further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Warrant Holders Meeting, the Warrant Amendment Proposal would not be duly approved and adopted by the requisite holders of each of (i) the Compute Health Public Warrants and (ii) the Compute Health Private Warrants.OTHERBondholder-related matterISSUER1422.0000000.000000FOR1422.000000FORS000005160ALPHA PARTNERS TECHNOLOGY MERGER CORP.KYG63290111507/27/2023The Extension Proposal - as a special resolution, to amend the Company's Amended and Restated Memorandum and Articles of Association (the "Charter") pursuant to an amendment in the form set forth in Part 1 of Annex A of the accompanying proxy statement to extend the date by which the Company must (1) consummate a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination, which we refer to as our initial business combination, (2) cease its operations except for the purpose of winding up if it fails to complete such initial business combination, and (3) redeem all of the Class A ordinary shares, par value $0.0001 per share, of the Company ("Class A Ordinary Shares"), included as part of the units sold in the Company's initial public offering that was consummated on July 30, 2021 (the "IPO") if it fails to complete such initial business combination, for up to an additional twelve months, from July 30, 2023 (the "Termination Date") to up to July 30, 2024, or such earlier date as determined by our board of directors (the "Board") (the "Extension," such later date, the "Extended Date," and such proposal, the "Extension Proposal").CORPORATE GOVERNANCEISSUER10841.0000000.000000FOR10841.000000FORS000005160ALPHA PARTNERS TECHNOLOGY MERGER CORP.KYG63290111507/27/2023The Founder Share Amendment Proposal - as a special resolution, to amend the Company's Charter in the form set forth in Part 2 of Annex A of the accompanying proxy statement to provide for the right of a holder of Class B ordinary shares of the Company (the "Founder Shares" or the "Class B Ordinary Shares") to convert such Class B Ordinary Shares into Class A ordinary shares (the "Class A Ordinary Shares") on a one-for-one basis prior to the closing of a business combination at the election of the holder (the "Founder Share Amendment Proposal").CAPITAL STRUCTURECORPORATE GOVERNANCEISSUER10841.0000000.000000FOR10841.000000FORS000005160ALPHA PARTNERS TECHNOLOGY MERGER CORP.KYG63290111507/27/2023The Adjournment Proposal - as 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 Proposal (the "Adjournment Proposal"), which will only be presented at the Extraordinary General Meeting if, based on the tabulated votes, there are not sufficient votes at the time of the Extraordinary General Meeting to approve the Extension Proposal or where the board of directors of the Company have determined before the Extraordinary General Meeting that it is not necessary or no longer desirable to proceed with the other proposals, in either case the Adjournment Proposal will be the only proposal presented at the Extraordinary General Meeting.CORPORATE GOVERNANCEISSUER10841.0000000.000000FOR10841.000000FORS000005160ALPHA PARTNERS TECHNOLOGY MERGER CORP.KYG63290111507/27/2023The Redemption Limitation Amendment Proposal - as a special resolution, to amend the Company's Charter, as provided by the second resolution in the form set forth in Part 3 of Annex A to the accompanying proxy statement (the "Redemption Limitation Amendment" and such proposal, the "Redemption Limitation Amendment Proposal") to eliminate from the Charter the limitation that the Company shall not redeem Class A Ordinary Shares included as part of the units sold in the IPO (including any shares issued in exchange thereof, the "Public Shares") to the extent that such redemption would cause the Company's net tangible assets to be less than $5,000,001 (the "Redemption Limitation"). The Redemption Limitation Amendment would allow the Company to redeem Public Shares irrespective of whether such redemption would exceed the Redemption Limitation.CAPITAL STRUCTUREISSUER10841.0000000.000000FOR10841.000000FORS000005160HORIZON THERAPEUTICS PLCIE00BQPVQZ6107/27/2023Election of Class III Director Nominees: Gino SantiniDIRECTOR ELECTIONSISSUER21403.0000000.000000FOR21403.000000FORS000005160HORIZON THERAPEUTICS PLCIE00BQPVQZ6107/27/2023Election of Class III Director Nominees: James Shannon, M.D.DIRECTOR ELECTIONSISSUER21403.0000000.000000FOR21403.000000FORS000005160HORIZON THERAPEUTICS PLCIE00BQPVQZ6107/27/2023Election of Class III Director Nominees: Timothy P. WalbertDIRECTOR ELECTIONSISSUER21403.0000000.000000FOR21403.000000FORS000005160HORIZON THERAPEUTICS PLCIE00BQPVQZ6107/27/2023Approval of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2023, and authorization of the Audit Committee to determine the auditors' remuneration.AUDIT-RELATEDISSUER21403.0000000.000000FOR21403.000000FORS000005160HORIZON THERAPEUTICS PLCIE00BQPVQZ6107/27/2023Approval, on an advisory basis, of the compensation of our named executive officers, as disclosed in this Proxy Statement.SECTION 14A SAY-ON-PAY VOTESISSUER21403.0000000.000000FOR21403.000000FORS000005160HORIZON THERAPEUTICS PLCIE00BQPVQZ6107/27/2023Approval, on an advisory basis, of the compensation of our named executive officers, as disclosed in this Proxy Statement.SECTION 14A SAY-ON-PAY VOTESISSUER21403.0000000.000000FOR21403.000000FOR1S000005160ZALATORIS II ACQUISITION CORPKYG9831X106007/27/2023The Extension Amendment - A proposal to amend, by way of special resolution, XPAC's amended and restated memorandum and articles of association (the "Articles"), as set forth in Annex A of the accompanying Proxy Statement to extend the date (the "Termination Date") by which XPAC has to consummate a Business Combination from August 3,2023 (the date which is 24 months from the closing date of XPAC's initial public offering (the "IPO") (the "Original Termination Date") on a monthly basis for up to twelve times by an additional one month each time after the Original Termination Date, by resolution of XPAC's board of directors (the "Board"), up to August 3, 2024 (the date which is 36 months from the closing date of the XPAC's IPO), or a total of up to twelve months after the Original Termination Date, unless the closing of a Business Combination shall have occurred prior thereto or such earlier date as determined by the Board, pursuant to the resolution set forth in Proposal No. 1 in the accompanying Proxy Statement.CORPORATE GOVERNANCEISSUER10991.0000000.000000FOR10991.000000FORS000005160ZALATORIS II ACQUISITION CORPKYG9831X106007/27/2023The Redemption Limitation Amendment Proposal - To amend, by way of special resolution, the XPAC's Articles, as provided by the second resolution in the form set forth in Annex A to the accompanying proxy statement (the "Redemption Limitation Amendment") to eliminate from the Articles the limitation that XPAC shall not redeem XPAC's Class A ordinary shares, par value $0.0001 per share included as part of the units sold in the IPO (including any shares issued in exchange thereof, the "Public Shares") to the extent that such redemption would cause XPAC's net tangible assets to be less than $5,000,001, pursuant to the resolution set forth in Proposal No. 2 in the accompanying Proxy Statement.CAPITAL STRUCTUREISSUER10991.0000000.000000FOR10991.000000FORS000005160ZALATORIS II ACQUISITION CORPKYG9831X106007/27/2023The Name Change Amendment Proposal - To amend, by way of special resolution, XPAC's Memorandum and Articles, as provided by the third resolution in the form set forth in Annex A to the accompanying Proxy Statement to change the name of XPAC from "XPAC Acquisition Corp." to "Zalatoris II Acquisition Cop" pursuant to the resolution set forth in Proposal No. 3 in the accompanying Proxy Statement.CORPORATE GOVERNANCEISSUER10991.0000000.000000FOR10991.000000FORS000005160ZALATORIS II ACQUISITION CORPKYG9831X106007/27/2023The Letter Agreement Amendment Proposal - To amend, by way of ordinary resolution, the Letter Agreement, dated July 29, 2021, by and among XPAC Sponsor LLC, a Cayman Islands limited liability company (the "Sponsor"), the officers and directors of XPAC and XPAC (the "Letter Agreement), to allow the Sponsor to transfer its holdings in XPAC, directly or indirectly, to J. Streicher Holdings, LLC or its affiliates prior to the expiration of the applicable lock-up (the "Letter Agreement Amendment'). A copy of the Letter Agreement Amendment is set forth in Annex B to the accompanying proxy statement, pursuant to the resolution set forth in Proposal No. 4 in the accompanying Proxy Statement.CAPITAL STRUCTUREISSUER10991.0000000.000000FOR10991.000000FORS000005160ZALATORIS II ACQUISITION CORPKYG9831X106007/27/2023The Adjournment Proposal - To adjourn, by way of ordinary resolution, the Shareholder Meeting to a later date or dates, or sine die, if necessary, (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient Ordinary Shares represented (either in person or by proxy) to approve the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal, the Name Change Amendment Proposal or the Letter Agreement Amendment Proposal, (ii) if the holders of Public Shares have elected to redeem an amount of shares in connection with the Extension Amendment such that XPAC would not adhere to the continued listing requirements of the Nasdaq Stock Market LLC, or (iii) if XPAC determines before the Shareholder Meeting that it is not necessary or no longer desirable to proceed with the other proposals, pursuant to the resolution set forth in Proposal No. 5 in the accompanying Proxy Statement.CORPORATE GOVERNANCEISSUER10991.0000000.000000FOR10991.000000FORS000005160A SPAC II ACQUISITION CORP.VGG0543H109108/01/2023Approval to amend and restate the Company's amended and restated memorandum and articles of association (the "Charter") to allow the Company to extend the date by which it has to consummate a business combination (the "Extension") up to three (3) times for an additional three months each time from August 5, 2023 (the "Termination Date") to May 5, 2024 (the termination date as so extended, the "Extended Date") (the "Extension Amendment").CORPORATE GOVERNANCEISSUER4750.0000000.000000FOR4750.000000FORS000005160A SPAC II ACQUISITION CORP.VGG0543H109108/01/2023Approval to amend and restate the Company's Charter to remove the net tangible asset requirement from the Charter in order to expand the methods that the Company may employ so as not to become subject to the "penny stock" rules of the Securities and Exchange Commission ("NTA Requirement Amendment").CORPORATE GOVERNANCEISSUER4750.0000000.000000FOR4750.000000FORS000005160A SPAC II ACQUISITION CORP.VGG0543H109108/01/2023Approval to amend and restate the Company's Charter to give the right of a holder of the Company's Class B ordinary shares, no par value (the "Class B Ordinary Shares"), to convert into Class A ordinary shares, no par value, of the Company (the "Class A Ordinary Shares" or "Public Shares") on a one-for-one basis at any time and from time to time prior to the closing of a business combination at the election of the holder (the "Founder Share Amendment").CAPITAL STRUCTURECORPORATE GOVERNANCEISSUER4750.0000000.000000FOR4750.000000FORS000005160A SPAC II ACQUISITION CORP.VGG0543H109108/01/2023Approval to adjourn the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, there are not sufficient votes to approve the foregoing Proposal 1, 2 or 3.CORPORATE GOVERNANCEISSUER4750.0000000.000000FOR4750.000000FORS000005160ARES ACQUISITION CORPORATIONKYG33032106108/01/2023Extension Amendment Proposal - To amend, by way of special resolution, AAC's amended and restated memorandum and articles of association (as amended, the "Memorandum and Articles of Association") pursuant to an amendment in the form set forth on Annex A to the accompanying proxy statement to extend the date by which AAC has to consummate a business combination (the "Charter Extension") from August 4, 2023 to November 6, 2023 (the "Charter Extension Date"), or such earlier date as AAC's board of directors (the "Board") may approve in accordance with the Memorandum and Articles of Association (the "Extension Amendment Proposal"); andCORPORATE GOVERNANCEISSUER54854.0000000.000000FOR54854.000000FORS000005160ARES ACQUISITION CORPORATIONKYG33032106108/01/2023Adjournment Proposal - To adjourn the Shareholder Meeting to a later date or dates or indefinitely, if necessary, either: (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient Class A ordinary shares, par value $0.0001 per share (the "Class A Ordinary Shares"), and Class B ordinary shares, par value $0.0001 per share (the "Class B Ordinary Shares" and, together with the Class A Ordinary Shares, the "Ordinary Shares"), in the capital of AAC represented (either in person, virtually or by proxy) to constitute a quorum necessary to conduct business at the Shareholder Meeting to approve the Extension Amendment Proposal, or (ii) the Board determines before the Shareholder Meeting that it is not necessary or no longer desirable to proceed with the other proposals (the "Adjournment Proposal").CORPORATE GOVERNANCEISSUER54854.0000000.000000FOR54854.000000FORS000005160PROJECT ENERGY REIMAGINED ACQ CORPKYG72556106508/01/2023The Extension Amendment Proposal To amend the Company's amended and restated memorandum and articles of association (the "Articles"), by way of special resolution, in the form set forth as the first resolution in Annex A to the accompanying proxy statement, to extend the date by which the Company must consummate an initial business combination from August 2, 2023 (the "Current Termination Date") to May 2, 2024 (the "Extended Date"), or such earlier date as determined by the Company's board of directors (the "Board"), for a total extension of up to nine months after the Current Termination Date (collectively, the "Extension").CORPORATE GOVERNANCEISSUER8637.0000000.000000FOR8637.000000FORS000005160PROJECT ENERGY REIMAGINED ACQ CORPKYG72556106508/01/2023The Redemption Limitation Amendment Proposal To amend the Articles, by way of special resolution in the form set forth as the second resolution in Annex A to the accompanying proxy statement, to eliminate (i) the limitation that the Company shall not redeem public shares in an amount that would cause the Company's net tangible assets to be less than $5,000,001 following such redemptions and (ii) the limitation that the Company shall not consummate an initial business combination unless the Company has net tangible assets of at least $5,000,001 upon consummation of such business combination.CAPITAL STRUCTUREISSUER8637.0000000.000000FOR8637.000000FORS000005160PROJECT ENERGY REIMAGINED ACQ CORPKYG72556106508/01/2023The Founder Share Amendment Proposal To amend the Articles, by way of special resolution in the form set forth as the third resolution in Annex A to the accompanying proxy statement, to provide for the right of holders of Class B ordinary shares, par value $0.0001 per share, of the Company to convert such Class B ordinary shares into Class A ordinary shares, par value $0.0001 per share, of the Company on a one-for-one basis at any time and from time to time at the option of the holder.CAPITAL STRUCTURECORPORATE GOVERNANCEISSUER8637.0000000.000000FOR8637.000000FORS000005160PROJECT ENERGY REIMAGINED ACQ CORPKYG72556106508/01/2023The Trust Amendment Proposal To amend the Investment Management Trust Agreement, dated as of October 28, 2021, by and between the Company and Continental Stock Transfer & Trust Company, in the form set forth as Annex B to the accompanying proxy statement, to provide for the Extension.CORPORATE GOVERNANCEISSUER8637.0000000.000000FOR8637.000000FORS000005160PROJECT ENERGY REIMAGINED ACQ CORPKYG72556106508/01/2023The Director Appointment Proposal To re-appoint, by way of ordinary resolution by the holders of Class B ordinary shares, Michael Browning to the Board to serve until the third annual general meeting of shareholders following the Extraordinary General Meeting or until his successor is elected and qualified.DIRECTOR ELECTIONSISSUER8637.0000000.000000FOR8637.000000FORS000005160PROJECT ENERGY REIMAGINED ACQ CORPKYG72556106508/01/2023The Auditor Ratification Proposal To ratify, by way of ordinary resolution, the selection by the Company's audit committee of Marcum LLP to serve as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023.AUDIT-RELATEDISSUER8637.0000000.000000FOR8637.000000FORS000005160PROJECT ENERGY REIMAGINED ACQ CORPKYG72556106508/01/2023The Adjournment Proposal To direct, by way of ordinary resolution, the chairman of the Extraordinary General Meeting to adjourn the Extraordinary General Meeting to a later date or dates or indefinitely, if necessary or convenient, to permit further solicitation and vote of proxies if, (i) based upon the tabulated vote at the time of the Extraordinary General Meeting, there are not sufficient votes to approve one or more of the foregoing proposals, (ii) the holders of public shares have elected to redeem an amount of shares in connection with any of the foregoing proposals such that the Company would not adhere to the continued listing requirements of The Nasdaq Stock Market LLC or (iii) the Board determines before the Extraordinary General Meeting that it is not necessary or no longer desirable to proceed with one or more of the foregoing proposals.CORPORATE GOVERNANCEISSUER8637.0000000.000000FOR8637.000000FORS000005160CHINOOK THERAPEUTICS, INC.16961L106US16961L106108/02/2023To consider and vote upon the proposal to adopt the Agreement and Plan of Merger, dated as of June 11, 2023 (which, as it may be amended from time to time, we refer to as the "Merger Agreement"), by and among Chinook Therapeutics, Inc., a Delaware corporation (the "Company") Novartis AG, a company organized under the laws of Switzerland ("Novartis"), and Cherry Merger Sub Inc., a Delaware corporation and an indirect wholly owned subsidiary of Novartis ("Merger Sub"), pursuant to which Merger Sub will be merged with and into the Company (the "Merger"), with the Company to survive the Merger as an indirect wholly owned subsidiary of Novartis.EXTRAORDINARY TRANSACTIONSISSUER5437.0000000.000000FOR5437.000000FORS000005160CHINOOK THERAPEUTICS, INC.16961L106US16961L106108/02/2023To consider and vote upon the proposal to approve, on an advisory (non-binding) basis, certain compensation that may be paid or become payable to Chinook's named executive officers in connection with the Merger.SECTION 14A SAY-ON-PAY VOTESISSUER5437.0000000.000000FOR5437.000000FORS000005160CHINOOK THERAPEUTICS, INC.16961L106US16961L106108/02/2023To consider and vote upon the proposal to approve, on an advisory (non-binding) basis, certain compensation that may be paid or become payable to Chinook's named executive officers in connection with the Merger.SECTION 14A SAY-ON-PAY VOTESISSUER5437.0000000.000000FOR5437.000000FOR1S000005160CHINOOK THERAPEUTICS, INC.16961L106US16961L106108/02/2023To consider and vote upon the proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the proposal to adopt the Merger Agreement at the time of the Special Meeting.CORPORATE GOVERNANCEISSUER5437.0000000.000000FOR5437.000000FORS000005160SYNEOS HEALTH, INC.87166B102US87166B102608/02/2023To adopt the Agreement and Plan of Merger (as it may be amended from time to time, the "Merger Agreement"), dated as of May 10, 2023, by and among Syneos Heath, Inc., a Delaware corporation (the "Company"), Star Parent, Inc. ("Parent"), and Star Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), and approve the transactions contemplated thereby, including the merger of Merger Sub with and into the Company (the "Merger"), with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger Proposal").EXTRAORDINARY TRANSACTIONSISSUER5899.0000000.000000FOR5899.000000FORS000005160SYNEOS HEALTH, INC.87166B102US87166B102608/02/2023To approve, on an advisory non-binding basis, the compensation that may be paid or become payable to the Company's named executive officers in connection with the Merger.SECTION 14A SAY-ON-PAY VOTESISSUER5899.0000000.000000FOR5899.000000FORS000005160SYNEOS HEALTH, INC.87166B102US87166B102608/02/2023To approve, on an advisory non-binding basis, the compensation that may be paid or become payable to the Company's named executive officers in connection with the Merger.SECTION 14A SAY-ON-PAY VOTESISSUER5899.0000000.000000FOR5899.000000FOR1S000005160SYNEOS HEALTH, INC.87166B102US87166B102608/02/2023To approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes to approve the Merger Proposal at the time of the Special Meeting.CORPORATE GOVERNANCEISSUER5899.0000000.000000FOR5899.000000FORS000005160KERNEL GROUP HOLDINGS, INC.KYG5259L103208/03/2023Extension Amendment Proposal Amend the Company's amended and restated articles of association to extend the date by which the Company has to complete a business combination from August 5, 2023 to February 5, 2024, or such earlier date as determined by the Board of Directors, provided that the Sponsor (or its affiliates or permitted designees) will deposit into the Trust Account the lesser of (x) $150,000 or (y) $0.04 per share for each public share that is not redeemed in connection with the Extraordinary General Meeting for each such one-month extension until February 5, 2024, unless the Closing of the Company's initial business combination shall have occurred, which we refer to as the "Extension Amendment Proposal."CORPORATE GOVERNANCEISSUER8896.0000000.000000FOR8896.000000FORS000005160KERNEL GROUP HOLDINGS, INC.KYG5259L103208/03/2023Trust Amendment Proposal Amend the Company's investment management trust agreement, dated as of February 5, 2021, by and between the Company and Continental Stock Transfer & Trust Company, (i) allowing the Company to extend the business combination period from August 5, 2023 to February 5, 2024 and (ii) updating certain defined terms in the Trust Agreement.CORPORATE GOVERNANCEISSUER8896.0000000.000000FOR8896.000000FORS000005160KERNEL GROUP HOLDINGS, INC.KYG5259L103208/03/2023Adjournment Proposal 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 and the Trust Amendment Proposal, which we refer to as the "Adjournment Proposal."CORPORATE GOVERNANCEISSUER8896.0000000.000000FOR8896.000000FORS000005160PDC ENERGY, INC.69327R101US69327R101408/04/2023To adopt the Agreement and Plan of Merger, dated as of May 21, 2023 (as may be amended from time to time, the "merger agreement"), by and among Chevron Corporation, Bronco Merger Sub Inc. and PDC Energy, Inc. ("PDC").EXTRAORDINARY TRANSACTIONSISSUER2859.0000000.000000FOR2859.000000FORS000005160PDC ENERGY, INC.69327R101US69327R101408/04/2023To approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to PDC's named executive officers that is based on or otherwise related to the merger.SECTION 14A SAY-ON-PAY VOTESISSUER2859.0000000.000000FOR2859.000000FORS000005160PDC ENERGY, INC.69327R101US69327R101408/04/2023To approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to PDC's named executive officers that is based on or otherwise related to the merger.SECTION 14A SAY-ON-PAY VOTESISSUER2859.0000000.000000FOR2859.000000FOR1S000005160PDC ENERGY, INC.69327R101US69327R101408/04/2023To approve the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to adopt the merger agreement.CORPORATE GOVERNANCEISSUER2859.0000000.000000FOR2859.000000FORS000005160RIGEL RESOURCE ACQUISITION CORP.KYG7573M106908/07/2023The Extension Proposal - as a special resolution, to amend the Company's amended and restated memorandum and articles of association (the "Charter ) pursuant to an amendment to the Charter in the form set forth in Annex A of the accompanying proxy statement to extend the date by which the Company must either (1) consummate a merger, share exchange, asset acquisition, share purchase, reorganisation or similar business combination involving the Company with one or more businesses or entities (an "initial business combination") or (2) (i) cease its operations, except for the purpose of winding up if it fails to complete an initial business combination and (ii) redeem all of the Class A ordinary shares, par value $0.0001 per share, of the Company ("Public Shares"), included as part of the units sold in the Company's initial public offering, which was consummated on November 9, 2021, from August 9, 2023 to August 9, 2024 (the "Extension Proposal');andCORPORATE GOVERNANCEISSUER18880.0000000.000000FOR18880.000000FORS000005160RIGEL RESOURCE ACQUISITION CORP.KYG7573M106908/07/2023The Redemption Limitation Amendment Proposal - as a special resolution, to amend the Charter pursuant to an amendment to the Charter as set forth in Annex A of the accompanying proxy statement to eliminate from the Charter the limitation that the Company may not redeem Public Shares that would cause the Company's net tangible assets to be less than $5,000,001 following such redemptions (the "Redemption Limitation") in order to allow the Company to redeem Public Shares irrespective of whether such redemption would exceed the Redemption Limitation (the "Redemption Limitation Amendment Proposal' and, together with the Extension Proposal, the "Charter Amendment Proposals"); andCAPITAL STRUCTUREISSUER18880.0000000.000000FOR18880.000000FORS000005160RIGEL RESOURCE ACQUISITION CORP.KYG7573M106908/07/2023The Adjournment Proposal - as an ordinary resolution, to approve the adjournment of the Special 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 either of the Charter Amendment Proposals (the "Adjournment Proposal"), which will only be presented at the Special Meeting if, based on the tabulated votes, there are not sufficient votes at the time of the Special Meeting to approve either of the Charter Amendment Proposals, in which case the Adjournment Proposal will be the only proposal presented at the Special Meeting.CORPORATE GOVERNANCEISSUER18880.0000000.000000FOR18880.000000FORS000005160SIZZLE ACQUISITION CORP.83014E109US83014E109108/07/2023Amend the Company's amended and restated certificate of incorporation to extend the date by which the Company has to consummate a Business Combination from August 8, 2023 to February 8, 2024 (or such earlier date as determined by the Board).CORPORATE GOVERNANCEISSUER5451.0000000.000000FOR5451.000000FORS000005160SIZZLE ACQUISITION CORP.83014E109US83014E109108/07/2023To re-elect the following directors as Class I directors (to serve until the annual meeting of stockholders of the Company to be held in 2026 or until a successor is elected and qualified or their earlier resignation or removal): David PerlinDIRECTOR ELECTIONSISSUER5451.0000000.000000FOR5451.000000FORS000005160SIZZLE ACQUISITION CORP.83014E109US83014E109108/07/2023To re-elect the following directors as Class I directors (to serve until the annual meeting of stockholders of the Company to be held in 2026 or until a successor is elected and qualified or their earlier resignation or removal): Carolyn TrabucoDIRECTOR ELECTIONSISSUER5451.0000000.000000FOR5451.000000FORS000005160SIZZLE ACQUISITION CORP.83014E109US83014E109108/07/2023Adjourn the 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 Proposal 1 or Proposal 2.CORPORATE GOVERNANCEISSUER5451.0000000.000000FOR5451.000000FORS000005160INTEGRATED RAIL & RESOURCES ACQUI CORP45827R106US45827R106808/08/2023The "Extension Amendment Proposal" - Amend the Company's amended and restated certificate of incorporation to extend the date by which the Company must (1) effectuate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses, (2) cease its operations except for the purpose of winding up if it fails to complete such initial business combination, and (3) redeem 100% of the Company's Class A common stock, from August 15, 2023 to September 15, 2023, and to allow the Company, without another stockholder vote, to further extend such date to consummate a business combination on a monthly basis up to five (5) times by an additional one (1) month each time after September 15, 2023 or later extended deadline date, by resolution of the Company's board of directors, if requested by DHIP Natural Resources Investments, LLC, a Delaware limited liability company.CORPORATE GOVERNANCEISSUER356.0000000.000000FOR356.000000FORS000005160INTEGRATED RAIL & RESOURCES ACQUI CORP45827R106US45827R106808/08/2023The "Director Proposal" - Re-elect two directors to the Company's board of directors, with each such director to serve as directors of Class I until the third annual meeting of stockholders following the annual meeting or until his or her successor is elected and qualified M. MichelDIRECTOR ELECTIONSISSUER356.0000000.000000FOR356.000000FORS000005160INTEGRATED RAIL & RESOURCES ACQUI CORP45827R106US45827R106808/08/2023The "Director Proposal" - Re-elect two directors to the Company's board of directors, with each such director to serve as directors of Class I until the third annual meeting of stockholders following the annual meeting or until his or her successor is elected and qualified. Timothy J. FisherDIRECTOR ELECTIONSISSUER356.0000000.000000FOR356.000000FORS000005160INTEGRATED RAIL & RESOURCES ACQUI CORP45827R106US45827R106808/08/2023The "Auditor Proposal" - Ratify the selection by our Audit Committee of Marcum LLP to serve as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023.AUDIT-RELATEDISSUER356.0000000.000000FOR356.000000FORS000005160INTEGRATED RAIL & RESOURCES ACQUI CORP45827R106US45827R106808/08/2023The "Adjournment Proposal" - Adjourn the Annual Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Annual Meeting, there are not sufficient votes to approve one or more proposals presented to stockholders for vote.CORPORATE GOVERNANCEISSUER356.0000000.000000FOR356.000000FORS000005160EMBRACE CHANGE ACQUISITION CORP.KYG3034H109208/09/2023The Extension Amendment Proposal - To approve, as a special resolution, an amendment to and restatement of Embrace Change's Amended and Restated Memorandum of Association and Articles of Association (as may be amended from time to time, together, the "Articles of Association") as provided by the first resolution in the form set forth in Annex A to the accompanying proxy statement, to give the Company the right to extend the date by which Embrace Change must consummate a business combination (the "Combination Period") twelve (12) times for an additional one (1) month each time, from August 12, 2023 (the "Termination Date"), to August 12, 2024 (the "Extended Date") by deleting the Articles of Association in its entirety and substitute it with the second amended and restated memorandum and articles of association of the Company. A copy of the Amendment is attached to the proxy statement as Annex A. The complete text of the proposed second amended and restated memorandum and articles of association of Embrace Change is attached to the proxy statement as Annex C.CORPORATE GOVERNANCEISSUER2540.0000000.000000FOR2540.000000FORS000005160EMBRACE CHANGE ACQUISITION CORP.KYG3034H109208/09/2023Trust Agreement Amendment Proposal - To approve, as an ordinary resolution, as provided in Annex B to the accompanying proxy statement, an amendment to Embrace Change's investment management trust agreement, dated as of August 9, 2022 (the "Trust Agreement"), by and between the Company and Continental Stock Transfer & Trust Company (the "Trustee"), to the Business Combination Period from the Termination Date to the Extended Date, by depositing into the trust account (the "Trust Account") the lessor of $100,000 or $0.045 per outstanding public share for each one-month extension. A copy of the Amendment is attached to the proxy statement as Annex B.CORPORATE GOVERNANCEISSUER2540.0000000.000000FOR2540.000000FORS000005160EMBRACE CHANGE ACQUISITION CORP.KYG3034H109208/09/2023NTA Requirement Amendment Proposal - To approve, as a special resolution, as provided in the second resolution in the form set forth in Annex A to the accompanying proxy statement, an amendment to and restatement of the Articles of Association to remove the net tangible asset requirement from the Articles of Association in order to expand the methods that Embrace Change may employ so as not to become subject to the "penny stock" rules of the Securities and Exchange Commission by deleting the Articles of Association in its entirety and substitute it with the second amended and restated memorandum and articles of association of the Company. A copy of the Amendment is attached to the proxy statement as Annex A. The complete text of the proposed second amended and restated memorandum and articles of association of Embrace Change is attached to the proxy statement as Annex C.CAPITAL STRUCTUREISSUER2540.0000000.000000FOR2540.000000FORS000005160EMBRACE CHANGE ACQUISITION CORP.KYG3034H109208/09/2023The Adjournment 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 if, based upon the tabulated vote at the time of the Extraordinary General Meeting, there are not sufficient votes to approve the Extension Amendment Proposal, the Trust Agreement Amendment Proposal, or the NTA Requirement Amendment.CORPORATE GOVERNANCEISSUER2540.0000000.000000FOR2540.000000FORS000005160HH&L ACQUISITION CO.KYG39714103008/09/2023As a special resolution, to amend Articles 51.7 and 51.8 of the Second MAA, in the form set forth in Annex A attached to the accompanying proxy statement, to extend the date by which the Company must (i) consummate a business combination, or (ii) cease its operations except for the purpose of winding up if it fails to complete such business combination and redeem or repurchase 100% of the Company's issued and outstanding public shares, for three months, from August 9, 2023, without the need for any further approval of the Company's shareholders, by resolutions of the Board of the Company at least three days prior to the applicable Extended Date, up to six times, each by an additional month, for an aggregate of six additional months, until February 9,2024 without requiring the Company to make any deposit into the Trust Account.CORPORATE GOVERNANCEISSUER7601.0000000.000000FOR7601.000000FORS000005160HH&L ACQUISITION CO.KYG39714103008/09/2023As an ordinary resolution, to approve the adjournment of the Extraordinary Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes to approve the Extension Amendment Proposals or if we determine that additional time is necessary to effectuate the Extension.CORPORATE GOVERNANCEISSUER7601.0000000.000000FOR7601.000000FORS000005160DATA KNIGHTS ACQUISITION CORP.237699103US237699103808/11/2023Extension Amendment Proposal Amend the Company's Amended and Restated Certificate to extend the date by which the Company has to complete a business combination from August 11, 2023 to May 11, 2024, or such earlier date as determined by the Board of Directors, in a series of up to nine (9) one-month extensions, which we refer to as the "Extension Amendment Proposal."CORPORATE GOVERNANCEISSUER4867.0000000.000000FOR4867.000000FORS000005160DATA KNIGHTS ACQUISITION CORP.237699103US237699103808/11/2023Trust Amendment Proposal Amend the Company's Investment Management Trust Agreement, dated as of August 16, 2021, by and between the Company and Continental Stock Transfer & Trust Company, (i) allowing the Company to extend the business combination period from August 11, 2023 to May 11, 2024 in a series of up to nine (9) one-month extensions, and (ii) updating certain defined terms in the Trust Agreement, which we refer to as the "Trust Amendment Proposal.".CORPORATE GOVERNANCEISSUER4867.0000000.000000FOR4867.000000FORS000005160DATA KNIGHTS ACQUISITION CORP.237699103US237699103808/11/2023Adjournment Proposal Approve the adjournment of the Special 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 and the Trust Amendment Proposal, which we refer to as the "Adjournment Proposal."CORPORATE GOVERNANCEISSUER4867.0000000.000000FOR4867.000000FORS000005160HEALTHCARE AI ACQUISITION CORPKYG4373K109408/11/2023Extension Amendment Proposal - To approve, as a special resolution, an amendment to HEALTHCARE AI's Amended and Restated Memorandum of Association and Articles of Association (as may be amended from time to time, together, the "Articles of Association") as provided by the first resolution in the form set forth in Annex A to the accompanying proxy statement, to give the Company the right to extend, by resolution of the Board, the date by which it has to consummate a business combination to December 14, 2024 (the "Extended Date") without the deposit of any amounts in the trust account for such extension. A copy of the Amendment to the Articles of Association is attached to the proxy statement as Annex A.CORPORATE GOVERNANCEISSUER1200.0000000.000000FOR1200.000000FORS000005160HEALTHCARE AI ACQUISITION CORPKYG4373K109408/11/2023The Adjournment Proposal - To approve, as an ordinary resolution, the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary, (i) to permit further solicitation there are not sufficient votes to approve the Extension Amendment Proposal, or (ii) where the board of directors of the Company has determined that it is otherwise necessary.CORPORATE GOVERNANCEISSUER1200.0000000.000000FOR1200.000000FORS000005160INVESTCORP INDIA ACQUISITION CORPKYG49219101308/11/2023The Extension Amendment Proposal - To approve, as a special resolution, the amendment of the Company's amended and restated memorandum and articles of association (as may be amended from time to time, the "Articles") as provided by the first resolution in the form set forth in Annex A to the accompanying Proxy Statement by which the Company must (1) consummate a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a "business combination"), (2) cease its operations except for the purpose of winding up if it fails to consummate such business combination, and (3) redeem all of the Company's Class A ordinary shares included as part of the units sold in the Company's initial public offering that was consummated on May 12, 2022 (our "IPO"), from August 12, 2023 (which is 15 months from the closing date of our IPO) to May 12, 2024.CORPORATE GOVERNANCEISSUER29051.0000000.000000FOR29051.000000FORS000005160INVESTCORP INDIA ACQUISITION CORPKYG49219101308/11/2023The Redemption Limitation Amendment Proposal - To approve, as a special resolution, the amendment of the Articles as provided by the second resolution in the form set forth in Annex A to the accompanying Proxy Statement (the "Redemption Limitation Amendment") to eliminate from the Articles the limitation that the Company shall not redeem public shares to the extent that such redemption would cause the Company's net tangible assets to be less than $5,000,001 (the "Redemption Limitation"). The Redemption Limitation Amendment would allow the Company to redeem public shares irrespective of whether such redemption would exceed the Redemption Limitation.CAPITAL STRUCTUREISSUER29051.0000000.000000FOR29051.000000FORS000005160INVESTCORP INDIA ACQUISITION CORPKYG49219101308/11/2023The Adjournment Proposal - To approve, as an ordinary resolution, the adjournment of the Extraordinary General Meeting to a later date or dates or indefinitely, if necessary or convenient, either (x) 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 any of the foregoing proposals or (y) if our board determines before the Extraordinary General Meeting that it is not necessary or no longer desirable to proceed with the other proposals.CORPORATE GOVERNANCEISSUER29051.0000000.000000FOR29051.000000FORS000005160JAGUAR GLOBAL GROWTH CORP. IKYG5S11A106608/11/2023The Extension Amendment Proposal - To consider and vote upon, as a special resolution, a proposal to amend the amended and restated memorandum and articles of association of JAGUAR GLOBAL GROWTH CORPORATION ("JGGC") (the "Memorandum and Articles of Association") to extend the date (the "Termination Date") by which JGGC has to consummate a business combination (the "Extension") from August 15, 2023 (the date which is 18 months from the closing date of JGGC's initial public offering of Class A ordinary shares (the "Original Termination Date")) to September 15, 2023 (the "Extended Date"), and to allow JGGC, without another shareholder vote, to elect to extend the Termination Date to consummate a business combination on a monthly basis for up to three times by an additional one month each time after the Extended Date, by resolution of JGGC's board of directors, if requested by Jaguar Global Growth Partners I, LLC, a Delaware limited liability company, and upon five days' advance notice prior to the applicable Termination Date, until December 15, 2023, or a total of up to four months after the Original Termination Date, unless the closing of JGGC's business combination has occurred; (the "Extension Amendment Proposal");CORPORATE GOVERNANCEISSUER42662.0000000.000000FOR42662.000000FORS000005160JAGUAR GLOBAL GROWTH CORP. IKYG5S11A106608/11/2023The Redemption Limitation Amendment Proposal - To consider and vote upon, as a special resolution, a proposal to amend, JGGC's Memorandum and Articles of Association to eliminate from the Memorandum and Articles of Association the limitation that JGGC shall not redeem public shares to the extent that such redemption would cause JGGC's net tangible assets to be less than US$5,000,001 following such redemptions (the "Redemption Limitation") in order to allow JGGC to redeem public shares irrespective of whether such redemptions would breach the Redemption Limitation.CAPITAL STRUCTUREISSUER42662.0000000.000000FOR42662.000000FORS000005160JAGUAR GLOBAL GROWTH CORP. IKYG5S11A106608/11/2023The Adjournment Proposal - To instruct, as an ordinary resolution the chairman of the extraordinary general meeting to adjourn the extraordinary general meeting of JGGC shareholders to a later date or dates or indefinitely, if necessary, to permit further solicitation and vote of Proxies if, based upon the tabulated vote at the time of the extraordinary general meeting, there are not sufficient votes to approve the Extension Amendment Proposal or the Redemption Limitation Amendment Proposal or if the Board determines before the Extraordinary General Meeting that it is not necessary or no longer desirable to proceed with the other proposals.CORPORATE GOVERNANCEISSUER42662.0000000.000000FOR42662.000000FORS000005160GOAL ACQUISITIONS CORP.38021H107US38021H107708/14/2023a proposal to amend our amended and restated certificate of incorporation (the "Charter") to (a) extend the initial period of time by which we have to consummate an initial business combination to August 17, 2023, subject to extension by our board of directors (the "Board") on a day-by-day basis, with the ability to extend up to seven days at a time in advance, for a maximum of ninety-days (the latest of which such date is referred to as the "New Termination Date"), provided that, in each case, Goal Acquisitions Sponsor LLC (the "Sponsor") (or its affiliates or designees) has provided to us a notice of such extension one calendar day prior, as applicable and (b) make other administrative and technical changes in the Charter in connection with the New Termination Date, in each case, pursuant to an amendment in the form set forth in Annex A of the accompanying proxy statement (the "Charter Amendment Proposal");CORPORATE GOVERNANCEISSUER4298.0000000.000000FOR4298.000000FORS000005160GOAL ACQUISITIONS CORP.38021H107US38021H107708/14/2023Trust Amendment Proposal - a proposal to amend the Investment Management Trust Agreement, dated February 10, 2021, by and between us and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as trustee ("Continental" and such agreement, the "Trust Agreement") pursuant to an amendment in the form set forth in Annex B of the accompanying proxy statement, to change the initial date on which Continental must commence liquidation of trust account established by the Trust Agreement (the "Trust Account") to the New Termination Date or such later date as may be approved by our stockholders in accordance with the Charter (as may be amended) if a letter of termination under the Trust Agreement is not received by Continental prior to such date (the "Trust Amendment Proposal");CORPORATE GOVERNANCEISSUER4298.0000000.000000FOR4298.000000FORS000005160GOAL ACQUISITIONS CORP.38021H107US38021H107708/14/2023The Adjournment Proposal - a proposal to approve one or more adjournments of the Special Meeting from time to time if requested by the chairman of the Special Meeting (the "Adjournment Proposal").CORPORATE GOVERNANCEISSUER4298.0000000.000000FOR4298.000000FORS000005160KENSINGTON CAPITAL ACQUISITION CORP VKYG5251K103108/15/2023Amend the Company's Amended and Restated Memorandum and Articles of Association to extend the date that the Company has to consummate a business combination from August 17, 2023 to August 17, 2024 or such earlier date as is determined by our Board to be in the best interests of the Company pursuant to the following resolution: "RESOLVED, as a special resolution THAT, effective immediately, the Amended and Restated Memorandum and Articles of Association of the Company be amended by amending Article 49.7 by deleting the following introduction of such sub-section: "In the event that the Company does not consummate a Business Combination within 12 months from the consummation of the IPO, or such later time as the Members may approve in accordance with the Articles, the Company shall:" and replacing it with the following: "In the event that the Company does not consummate a Business Combination by August 17, 2024 or such earlier date as is determined by the Board of Directors to be in the best interests of the Company, or such later time as the Members may approve in accordance with the Articles, the Company shall:".CORPORATE GOVERNANCEISSUER14258.0000000.000000FOR14258.000000FORS000005160KENSINGTON CAPITAL ACQUISITION CORP VKYG5251K103108/15/2023Amend the Investment Management Trust Agreement, dated August 12, 2021, by and between the Company and Continental Stock Transfer & Trust Company ("Continental"), to extend the date on which Continental must liquidate the Trust Account established in connection with the Company's initial public offering if the Company has not completed its initial business combination from August 17, 2023 to August 17, 2024 or such earlier date as is determined by our Board to be in the best interests of the Company pursuant to the following resolution: "RESOLVED, with the approval of the affirmative vote of holders of at least 65% of the issued and outstanding ordinary shares of the Company, that the Company is authorized to enter into the Amendment No. 1 to the Investment Management Trust Agreement by and between the Company and Continental Stock Transfer & Trust Company, a New York corporation, in the form set forth in Annex B to this Proxy Statement." Proposal 2 is conditioned on the approval of Proposal 1. If Proposal 2 is approved by the shareholders and Proposal 1 is not, neither proposal will take effect.CORPORATE GOVERNANCEISSUER14258.0000000.000000FOR14258.000000FORS000005160KENSINGTON CAPITAL ACQUISITION CORP VKYG5251K103108/15/2023Adjourn the Extraordinary General Meeting to a later date or dates or indefinitely, if necessary, (i) 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 Proposal 1 or Proposal 2 or (ii) if the Board determines before the Extraordinary General Meeting that it is not necessary or no longer desirable to proceed with the other proposals pursuant to the following resolution: "RESOLVED, as an ordinary resolution, that the adjournment of the general meeting to a later date or dates or indefinitely to be determined by the chairman of the general meeting, if necessary, (i) to permit further solicitation and vote of proxies or (ii) if the Board determines before the Extraordinary General Meeting that it is not necessary or no longer desirable to proceed with the other proposals be confirmed, ratified and approved in all respects."CORPORATE GOVERNANCEISSUER14258.0000000.000000FOR14258.000000FORS000005160PRIME NUMBER ACQUISITION I CORP.74168P107US74168P107508/15/2023Business Combination Proposal: To (a) adopt and approve the Business Combination Agreement and other Transaction Documents (as defined in the Business Combination Agreement), (b) approve the Business Combination which includes (i) the Merger between PNAC and Merger Sub with PNAC surviving the Merger and becoming a wholly owned subsidiary of PubCo, (ii) the Share Exchange whereby the Sellers will exchange their noco-noco Shares for newly issued PubCo Ordinary Shares and noco- noco will be an indirect subsidiary of PubCo, and (iii) other transactions contemplated therein.EXTRAORDINARY TRANSACTIONSISSUER4117.0000000.000000FOR4117.000000FORS000005160PRIME NUMBER ACQUISITION I CORP.74168P107US74168P107508/15/2023Governing Documents Proposal: To approve, by special resolution, assuming the Business Combination Proposal is approved and adopted, the amended and restated memorandum and articles of association of PubCo (as the surviving company in the Business Combination) upon completion of the Merger.CORPORATE GOVERNANCEISSUER4117.0000000.000000FOR4117.000000FORS000005160PRIME NUMBER ACQUISITION I CORP.74168P107US74168P107508/15/2023Adjournment Proposal: To adjourn the Special Meeting to a later date or dates to be determined by the chairman of the Special Meeting.CORPORATE GOVERNANCEISSUER4117.0000000.000000FOR4117.000000FORS000005160URSTADT BIDDLE PROPERTIES INC.917286205US917286205708/16/2023Merger Proposal: To approve, pursuant to the Agreement and Plan of Merger, dated as of May 17, 2023, by and among Regency Centers Corporation ("Regency"), Hercules Merger Sub, LLC, a wholly owned subsidiary of Regency ("Merger Sub"), Urstadt Biddle, UB Maryland I, Inc., a wholly owned subsidiary of Urstadt Biddle ("UB Sub I"), and UB Maryland II, Inc., a wholly owned subsidiary of UB Sub I ("UB Sub II"), the mergers of (i) UB Sub II with and into Urstadt Biddle, with Urstadt Biddle surviving the first merger as a wholly owned subsidiary of UB Sub I ("first merger"), and (ii) following the first merger, UB Sub I with and into Merger Sub, with Merger Sub surviving the second merger as a wholly owned subsidiary of Regency (the "second merger" and together with the first merger, the "mergers"), and the other transactions contemplated by the merger agreement.EXTRAORDINARY TRANSACTIONSISSUER1659.0000000.000000FOR1659.000000FORS000005160URSTADT BIDDLE PROPERTIES INC.917286205US917286205708/16/2023Compensation Proposal: To approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to Urstadt Biddle's named executive officers that is based on or otherwise relates to the mergers.SECTION 14A SAY-ON-PAY VOTESISSUER1659.0000000.000000FOR1659.000000FORS000005160URSTADT BIDDLE PROPERTIES INC.917286205US917286205708/16/2023Compensation Proposal: To approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to Urstadt Biddle's named executive officers that is based on or otherwise relates to the mergers.SECTION 14A SAY-ON-PAY VOTESISSUER1659.0000000.000000FOR1659.000000FOR1S000005160URSTADT BIDDLE PROPERTIES INC.917286205US917286205708/16/2023Adjournment Proposal: To approve one or more adjournments of the special meeting, if necessary or appropriate, to solicit additional proxies in favor of the Merger Proposal.CORPORATE GOVERNANCEISSUER1659.0000000.000000FOR1659.000000FORS000005160MORINGA ACQUISITION CORPKYG6S23K108508/18/2023Articles Extension Proposal A proposal to approve, by way of special resolution, an amendment to the Company's amended and restated memorandum and articles of association in the form set forth in Annex A of the accompanying proxy statement, to extend the date by which the Company would be permitted to consummate an initial business combination from August 19, 2023 to August 19, 2024, as well as to permit the Board, in its sole discretion, to elect to wind up the Company's operations on an earlier date.CORPORATE GOVERNANCEISSUER1762.0000000.000000FOR1762.000000FORS000005160MORINGA ACQUISITION CORPKYG6S23K108508/18/2023Trust Extension Proposal A proposal to amend the Company's investment management trust agreement, dated as of February 19, 2021, as amended on February 9, 2023, by and between the Company and Continental Stock Transfer & Trust Company, to extend the date by which the Company would be permitted to consummate a business combination from August 19, 2023 to August 19, 2024, or such earlier date as may be determined by the Board, in its sole discretion, including, without limitation, upon the termination for any reason of the Business Combination Agreement with Holisto Ltd., pursuant to the resolution set forth in Proposal No. 2 of the accompanying proxy statement.CORPORATE GOVERNANCEISSUER1762.0000000.000000FOR1762.000000FORS000005160MORINGA ACQUISITION CORPKYG6S23K108508/18/2023Conversion Amendment Proposal A proposal to approve, by way of special resolution, an amendment to the Company's amended and restated memorandum and articles of association in the form set forth in Annex C of the accompanying proxy statement to provide for the right of a holder of Class B ordinary shares, par value $0.0001 per share to convert such shares into Class A ordinary shares, par value $0.0001 per share on a one-for-one basis prior to the closing of a business combination at the election of the holder, pursuant to the resolution set forth in Proposal No. 3 of the accompanying proxy statement.CAPITAL STRUCTUREISSUER1762.0000000.000000FOR1762.000000FORS000005160MORINGA ACQUISITION CORPKYG6S23K108508/18/2023Adjournment Proposal A proposal to approve, by way of ordinary resolution, the adjournment of the 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 Proposal No. 1, Proposal No. 2, or Proposal No. 3, pursuant to the resolution set forth in Proposal No. 4 of the accompanying proxy statement.CORPORATE GOVERNANCEISSUER1762.0000000.000000FOR1762.000000FORS000005160FTAC ZEUS ACQUISITION CORP.30320F106US30320F106608/21/2023to approve the adoption of an amendment to the Company's Amended and Restated Certificate of Incorporation to extend the date by which the Company has to consummate its initial business combination from August 23, 2023 to February 23, 2024 (or such earlier date as determined by the Company's Board of Directors.CORPORATE GOVERNANCEISSUER19155.0000000.000000FOR19155.000000FORS000005160FTAC ZEUS ACQUISITION CORP.30320F106US30320F106608/21/2023to approve the adoption of an amendment to the Investment Management Trust Agreement, dated November 18, 2021, by and between the Company and Continental Stock Transfer & Trust Company ("Continental"), to allow the trustee to liquidate the trust account established in connection with the Company's IPO at such time as may be determined by the Company as set forth in Proposal 1. Proposal 2 is conditioned on the approval of Proposal 1. If Proposal 2 is approved by the stockholders and Proposal 1 is not, neither proposal will take effect.CORPORATE GOVERNANCEISSUER19155.0000000.000000FOR19155.000000FORS000005160FTAC ZEUS ACQUISITION CORP.30320F106US30320F106608/21/2023to approve adjournment of the Special 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 Proposal 1 or Proposal 2.CORPORATE GOVERNANCEISSUER19155.0000000.000000FOR19155.000000FORS000005160INFINITE ACQUISITION CORP.KYG48028107308/22/2023The Extension Amendment Proposal - RESOLVED, as a special resolution that, subject to and conditional upon the approval of the Redemption Limitation Amendment Proposal or Infinite having at least $5,000,001 of net tangible assets following approval of the Extension Amendment Proposal, after taking into account the Redemptions: a) Article 38.8 of Infinite's Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 38.8: "In the event that the Company does not consummate a Business Combination by September 23, 2023 (or November 23, 2024, if applicable under the provisions of this Article 38.8), or such later time as the Members of the Company may approve in accordance with the Articles (in any case, such date being referred to as the "Termination Date"), the Company shall: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay income taxes, if any (less up to US$100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding 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 (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company's remaining Members and the directors, liquidate and dissolve, subject in the case of sub-articles (ii) and (iii), to its obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. If the Company shall wind up for any other reason prior to the consummation of a Business Combination, the Company shall, as promptly as reasonably possible but not more than ten business days thereafter, follow the foregoing procedures set out in this Article 38.8 with respect to the liquidation of the Trust Account, subject to its obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. Notwithstanding the foregoing or any other provisions of the Articles in the event that the Company has not consummated a Business Combination within twenty-two months from the closing of the IPO, the Company may, without another shareholder vote, elect to extend the date to consummate the Business Combination on a monthly basis up to fourteen times by an additional one month each time after the twenty-two month from the closing of the IPO, by resolution of the directors, if requested by the Sponsor in writing, and upon five days' advance notice prior to the applicable Termination Date, until thirty-six months from the closing of the IPO, provided that the Sponsor (or one or more of its affiliates, members or third-party designees) (the "Lender") will deposit US$120,000 into the Trust Account within five (5) business days of the applicable Termination Date for each such monthly extension, for an aggregate deposit of up to US$1,680,000 (if all fourteen additional monthly extensions are exercised), in exchange for a non-interest bearing, unsecured convertible promissory note issued by the Company to the Lender. If the Company completes a Business Combination, it will, at the option of the Lender, repay the amounts loaned under the promissory note or convert a portion or all of the amounts loaned under such promissory note into warrants, which shall be identical to the private placement warrants issued to the Sponsor in a private placement simultaneously with the closing of the IPO. If the Company does not complete a Business Combination by the applicable Termination Date, such promissory note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven." b) Article 38.9 of Infinite's Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 38.9: "In the event that any amendment is made to these Articles: (a) that would modify the substance or timing of the Company's obligation to provide holders of Public Shares the right to: (i) have their shares redeemed or repurchased in connection with a Business Combination pursuant to Articles 38.2(b) or 38.6; or (ii) redeem 100% of the Public Shares if the Company has not consummated an initial Business Combination within twenty-two months (or up to thirty-six months, if applicable under the provisions of Article 38.8) after the date of the closing of the IPO pursuant to Article 38.8; or (b) with respect to any other provision relating to the rights of holders of Public Shares each holder of Public Shares who is not a Founder, officer or director shall be provided with the opportunity to redeem their Public Shares upon the approval of any such amendment (an Amendment Redemption) 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 not previously released to the Company to pay income taxes, if any, divided by the number of the then-outstanding Public Shares in issue."CORPORATE GOVERNANCEISSUER22151.0000000.000000FOR22151.000000FORS000005160INFINITE ACQUISITION CORP.KYG48028107308/22/2023The Class B Share Proposal - RESOLVED, as a special resolution, that, subject to and conditional upon (i) the approval of the Extension Amendment Proposal and (ii) either, (a) the approval of the Redemption Limitation Amendment Proposal or (b) Infinite having at least $5,000,001 of net tangible assets following approval of the Extension Amendment Proposal, after taking into account the Redemptions: a) Article 12.2 of Infinite's Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 12.2: "Class B Shares shall convert into Class A Shares on a one-for-one basis: (i) at any time and from time to time at the option of the holders thereof; or (ii) on the first business day following the consummation of the Company's initial Business Combination; provided that the issued Class B Shares shall automatically be converted into such number of Class A Shares as is equal, in the aggregate, on an as-converted basis, to 20% of the sum of: (a) the total number of Shares issued and outstanding upon completion of the IPO (including pursuant to the Over-Allotment Option), plus (b) the sum of (i) the total number of Class A Shares issued or deemed issued, or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A Shares or equity-linked securities exercisable for or convertible into Class A Shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any private placement warrants issued to the Sponsor, members of the Company's management team or their affiliates upon conversion of working capital loans, if any, minus (ii) the total number of Public Shares repurchased pursuant to the IPO Redemption." b) Article 38.11 of Infinite's Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 38.11: "Except in connection with the conversion of Class B Shares into Class A Shares pursuant to the Class B Share Conversion described at Article 12 hereof where the holders of such Shares have waived any right to receive funds from the Trust Account, after the issue of Public Shares, and prior to the consummation of a Business Combination, the directors shall not issue additional Shares or any other securities that would entitle the holders thereof to: (a) receive funds from the Trust Account; or (b) vote as a class with the Public Shares: (i) on a Business Combination or on any other proposal presented to Members prior to or in connection with the completion of a Business Combination; or (ii) to approve an amendment to these Articles to: (A) extend the time the Company has to consummate a Business Combination beyond thirty-six months from the closing of IPO; or (B) amend the foregoing provisions of these Articles."CAPITAL STRUCTURECORPORATE GOVERNANCEISSUER22151.0000000.000000FOR22151.000000FORS000005160INFINITE ACQUISITION CORP.KYG48028107308/22/2023The Redemption Limitation Amendment Proposal - RESOLVED, as a special resolution, that, subject to and conditional upon the approval of the Extension Amendment Proposal: a) Article 38.2 of Infinite's Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 38.2: "38.2 Prior to the consummation of any Business Combination, the Company shall either: (a) submit such Business Combination to its Members for approval; or (b) provide Members with the opportunity to have their Shares repurchased by means of a tender offer (a Tender Offer) for a per-Share repurchase 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 such Business Combination, including interest earned on the funds held in the Trust Account not previously released to the Company to pay its income taxes, if any, divided by the number of the then-outstanding Public Shares in issue." b) Article 38.6 of Infinite's Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 38.6: "38.6 Any Member holding Public Shares who is not a Founder, officer or director may, contemporaneously with any vote on a Business Combination, elect to have their Public Shares redeemed for cash (the IPO Redemption), provided that no such Member acting together with any affiliate of his or any other person with whom he is acting in concert or as a partnership, syndicate, or other group for the purposes of acquiring, holding, or disposing of Shares may exercise this redemption right with respect to more than 15% of the Public Shares without the Company's prior consent, and provided further that any holder that holds Public Shares beneficially through a nominee must identify itself to the Company in connection with any redemption election in order to validly redeem such Public Shares. In connection with any vote held to approve a proposed Business Combination, holders of Public Shares seeking to exercise their redemption rights will be required to either tender their certificates (if any) to the Company's transfer agent or to deliver their shares to the transfer agent electronically using The Depository Trust Company's DWAC (Deposit/ Withdrawal At Custodian) System, at the holder's option, in each case up to two business days prior to the initially scheduled vote on the proposal to approve a Business Combination. If so demanded, the Company shall pay any such redeeming Member, regardless of whether he is voting for or against such proposed Business Combination or abstains from voting, a per-Share redemption 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 a Business Combination, including interest earned on the Trust Account not previously released to the Company to pay its income taxes, if any, divided by the number of the then outstanding Public Shares in issue (such redemption price being referred to herein as the Redemption Price)."CAPITAL STRUCTUREISSUER22151.0000000.000000FOR22151.000000FORS000005160INFINITE ACQUISITION CORP.KYG48028107308/22/2023The Adjournment Proposal - In a Temporary Adjournment Scenario: "RESOLVED, as an ordinary resolution, that the adjournment of the Shareholder Meeting to a later date or dates to be determined by the chairman of the Shareholder Meeting, if necessary, (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient Class A ordinary shares, par value $0.0001 per share (the "Public Shares") and Class B ordinary shares, par value $0.0001 per share in the capital of Infinite represented (either in person or by proxy) to approve the Extension Amendment Proposal, the Class B Share Proposal or the Redemption Limitation Amendment Proposal, or (ii) to constitute a quorum necessary to conduct business to vote on the Extension Amendment Proposal, the Class B Share Proposal or the Redemption Limitation Amendment Proposal at the Shareholder Meeting be confirmed, adopted, approved and ratified in all respects." In an Indefinite Adjournment Scenario: "RESOLVED, as an ordinary resolution, that the adjournment of the Shareholder Meeting sine die, (i) if the holders of Public Shares have elected to redeem an amount of shares in connection with the Articles Extension, the Class B Share Proposal or the Redemption Limitation Amendment Proposal such that Infinite would not meet the continued listing requirements of the New York Stock Exchange, or (ii) where the chairman of the Shareholder Meeting has determined it is otherwise necessary or advisable be confirmed, adopted, approved and ratified in all respects."CORPORATE GOVERNANCEISSUER22151.0000000.000000FOR22151.000000FORS000005160VAHANNA TECH EDGE ACQUSITION I CORP.VGG9320Z109908/22/2023APPROVAL OF AN AMENDMENT AND RESTATEMENT TO THE COMPANY'S AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION in the form set forth in Annex A to the accompanying Proxy Statement - to, among other things, modify the monthly amount that Vahanna LLC or its affiliates or designees must deposit into the Company's trust account in order to extend the period of time to consummate a business combination, in the event that the Company does not consummate a business combination within 21 months from the consummation of the IPO (August 26, 2023) if requested by the Sponsor and accepted by the Company, from $0.033 per outstanding share to the lesser of $0.033 per outstanding share and $225,000, and provide up to nine additional one-month extensions.CORPORATE GOVERNANCEISSUER3926.0000000.000000FOR3926.000000FORS000005160VAHANNA TECH EDGE ACQUSITION I CORP.VGG9320Z109908/22/2023APPROVAL OF AN AMENDMENT AND RESTATMENT TO THE COMPANY'S INVESTMENT MANAGEMENT TRUST AGREEMENT - to allow the Company to extend the Combination Period up to nine (9) times for an additional one (1) month each time from August 26, 2023 to the Extended Termination Date by depositing into the Trust Account, for each one-month extension, the lesser of $0.033 per outstanding share and $225,000.CORPORATE GOVERNANCEISSUER3926.0000000.000000FOR3926.000000FORS000005160VAHANNA TECH EDGE ACQUSITION I CORP.VGG9320Z109908/22/2023APPROVAL OF ADJOURNMENT - to direct the Chairman of the extraordinary general meeting to adjourn the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the meeting, there are not sufficient votes to approve the Proposals 1 and 2.CORPORATE GOVERNANCEISSUER3926.0000000.000000FOR3926.000000FORS000005160EVEREST CONSOLIDATOR ACQUISITION CORP29978K102US29978K102508/24/2023A proposal to amend the Company's Amended and Restated Certificate of Incorporation (as amended, the "Charter") to provide the Company's Board of Directors with the right to extend (the "Extension") the date by which the Company has to consummate a business combination (the "Combination Period") up to an additional six (6) times for one (1) month each time, from August 28, 2023 to February 28, 2024. (the "Extension Amendment Proposal")CORPORATE GOVERNANCEISSUER2746.0000000.000000FOR2746.000000FORS000005160EVEREST CONSOLIDATOR ACQUISITION CORP29978K102US29978K102508/24/2023A proposal to approve the adoption of an amendment to that certain Investment Management Trust Agreement, dated as of November 23, 2021, by and between the Company and American Stock Transfer & Trust Company, LLC, as trustee, to allow the Company to extend the Combination Period up to an additional six (6) times for one (1) month each time from August 28, 2023 to February 28, 2024, by depositing into the trust account established by the Company in connection with its initial public offering (the "IPO"), for each one-month extension, the lesser of (a) $280,000 and (b) $0.035 per share for each then-outstanding share of the Company's Class A common stock, par value $0.0001 per share, issued in the IPO after giving effect to the redemption of the Company's Class A common stock for the redemption price.CORPORATE GOVERNANCEISSUER2746.0000000.000000FOR2746.000000FORS000005160EVEREST CONSOLIDATOR ACQUISITION CORP29978K102US29978K102508/24/2023A proposal to amend (the "Redemption Limitation Amendment") the Charter to eliminate from the Charter the limitation that the Company shall not redeem public shares to the extent that such redemption would cause the Company's net tangible assets to be less than $5,000,001 (the "Redemption Limitation"). The Redemption Limitation Amendment would allow the Company to redeem public shares irrespective of whether such redemption would exceed the Redemption Limitation (the "Redemption Limitation Amendment Proposal").CAPITAL STRUCTUREISSUER2746.0000000.000000FOR2746.000000FORS000005160EVEREST CONSOLIDATOR ACQUISITION CORP29978K102US29978K102508/24/2023A proposal to approve the adjournment of the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes to approve the Extension Amendment Proposal and/or the Redemption Limitation Amendment Proposal or if we determine that additional time is necessary to effectuate the Extension.CORPORATE GOVERNANCEISSUER2746.0000000.000000FOR2746.000000FORS000005160VAHANNA TECH EDGE ACQUSITION I CORP.VGG9320Z109908/25/2023The Business Combination Proposal - To consider and vote upon a proposal to approve and adopt the Agreement and Plan of Merger, dated as of February 10, 2023 (as it may be amended and/or restated from time to time, the "merger agreement"), by and among Vahanna, Vahanna Merger Sub Corp., a Delaware corporation and wholly owned subsidiary of Vahanna ("Merger Sub"), and Roadzen, Inc., a Delaware corporation ("Roadzen"), and to approve the transactions contemplated thereby. If the merger agreement is adopted by Roadzen's stockholders, the merger agreement and the transactions contemplated thereby, including the issuance of ordinary shares, par value $0.0001 per share, of Vahanna ("New Roadzen Ordinary Shares", and if the Domestication occurs pursuant to the terms of the merger agreement, following the effective time of the merger, references herein to "New Roadzen Ordinary Shares" shall mean common stock, par value $0.0001 per share, of New Roadzen) to be issued as the merger consideration, is approved by Vahanna's shareholders, and the merger is subsequently completed, Merger Sub will merge with and into Roadzen, with Roadzen surviving the merger as a wholly owned subsidiary of Vahanna (the "merger"). A copy of the merger agreement is attached to this proxy statement/prospectus as Annex A (Proposal No. 1);EXTRAORDINARY TRANSACTIONSISSUER3926.0000000.000000AGAINST3926.000000AGAINSTS000005160VAHANNA TECH EDGE ACQUSITION I CORP.VGG9320Z109908/25/2023The Charter Proposal - To consider and vote upon a proposal to approve, assuming the Business Combination Proposal is approved and adopted, the proposed amended and restated memorandum and articles of association of Vahanna (the "Proposed Charter") that will be in effect upon the closing of the merger (the "closing"), a copy of which is attached to this proxy statement/prospectus as Annex B (Proposal No. 2);CORPORATE GOVERNANCEISSUER3926.0000000.000000AGAINST3926.000000AGAINSTS000005160VAHANNA TECH EDGE ACQUSITION I CORP.VGG9320Z109908/25/2023to eliminate the Class A Ordinary Share and Class B Ordinary Share classifications and provide for a single class of ordinary shares (Proposal No. 3A);CAPITAL STRUCTUREISSUER3926.0000000.000000AGAINST3926.000000AGAINSTS000005160VAHANNA TECH EDGE ACQUSITION I CORP.VGG9320Z109908/25/2023to provide clear instructions as to how a shareholder may bring matters before a general meeting and to increase the share ownership required for a member's requisition from not less than ten percent (10%) to not less than thirty percent (30%) (Proposal No. 3B);CORPORATE GOVERNANCEISSUER3926.0000000.000000AGAINST3926.000000AGAINSTS000005160VAHANNA TECH EDGE ACQUSITION I CORP.VGG9320Z109908/25/2023to provide that directors may be removed only for cause and by shareholders representing at least two-thirds (2/3) of New Roadzen's voting power (Proposal No. 3C); andCORPORATE GOVERNANCEISSUER3926.0000000.000000AGAINST3926.000000AGAINSTS000005160VAHANNA TECH EDGE ACQUSITION I CORP.VGG9320Z109908/25/2023to increase the number of New Roadzen Ordinary Shares that constitute a quorum from one-third (1/3) to one-half (1/2) (Proposal No. 3D).CORPORATE GOVERNANCEISSUER3926.0000000.000000AGAINST3926.000000AGAINSTS000005160VAHANNA TECH EDGE ACQUSITION I CORP.VGG9320Z109908/25/2023The Domestication Proposal - To consider and vote upon a proposal to, at least one (1) business day prior to the merger, (a) change the domicile of Vahanna by way of its continuation out of the British Virgin Islands, as a business company incorporated under the laws of the British Virgin Islands, and into the State of Delaware to become a corporation incorporated under the laws of the State of Delaware (the "Domestication") pursuant to Section 184 of the BVI Business Companies Act (As Revised), and the applicable provisions of the Delaware General Corporation Law, as amended ("DGCL"), respectively, and (b) in connection therewith to adopt, upon the Domestication taking effect, the certificate of incorporation attached to this proxy statement/prospectus as Annex I (the "Interim Charter"), in place of the memorandum and articles of association currently registered by the Registrar of Corporate Affairs in the British Virgin Islands (the "Existing Charter"), and which will remove or amend those provisions of the Existing Charter that terminate or otherwise cease to be applicable as a result of the Domestication (Proposal No. 4). This proposal will only be presented and voted upon in the event that holders of less than 12,000,000 Class A Ordinary Shares (or less than approximately 48% of the issued and outstanding Vahanna ordinary shares) have elected to redeem such shares as of two (2) business days immediately prior to such Vahanna Special Meeting.EXTRAORDINARY TRANSACTIONSCORPORATE GOVERNANCEISSUER3926.0000000.000000AGAINST3926.000000AGAINSTS000005160VAHANNA TECH EDGE ACQUSITION I CORP.VGG9320Z109908/25/2023The Delaware Charter Proposal - To consider and vote upon a proposal to approve, assuming the Domestication Proposal is approved and adopted, the proposed amended and restated certificate of incorporation of Vahanna (the "Proposed Delaware Charter") that will be in effect upon the closing of the merger (the "closing"), a copy of which is attached to this proxy statement/prospectus as Annex J (Proposal No. 5)CORPORATE GOVERNANCEISSUER3926.0000000.000000AGAINST3926.000000AGAINSTS000005160VAHANNA TECH EDGE ACQUSITION I CORP.VGG9320Z109908/25/2023to eliminate the Class A Ordinary Share and Class B Ordinary Share classifications and provide for a single class of common stock, par value $0.0001 per share (Proposal No. 6A);CAPITAL STRUCTUREISSUER3926.0000000.000000AGAINST3926.000000AGAINSTS000005160VAHANNA TECH EDGE ACQUSITION I CORP.VGG9320Z109908/25/2023to provide clear instructions as to how a stockholder may bring matters before a general meeting and to increase the stock ownership required for a member's requisition from not less than ten percent (10%) to not less than thirty percent (30%) (Proposal No. 6B);CORPORATE GOVERNANCEISSUER3926.0000000.000000AGAINST3926.000000AGAINSTS000005160VAHANNA TECH EDGE ACQUSITION I CORP.VGG9320Z109908/25/2023to provide that directors may be removed only for cause and by stockholders representing at least two-thirds (2/3) of New Roadzen's voting power (Proposal No. 6C); andCORPORATE GOVERNANCEISSUER3926.0000000.000000AGAINST3926.000000AGAINSTS000005160VAHANNA TECH EDGE ACQUSITION I CORP.VGG9320Z109908/25/2023to increase the number of shares of New Roadzen Common Stock that constitute a quorum from one-third (1/3) to one-half (1/2) (Proposal No. 6D)CORPORATE GOVERNANCEISSUER3926.0000000.000000AGAINST3926.000000AGAINSTS000005160VAHANNA TECH EDGE ACQUSITION I CORP.VGG9320Z109908/25/2023The Nasdaq Proposal - To consider and vote upon a proposal to approve, for purposes of complying with applicable listing rules of the Nasdaq Stock Market ("Nasdaq"): (i) the issuance of New Roadzen Ordinary Shares pursuant to and in connection with the merger agreement and the PIPE Investment; and (ii) the related change of control of Vahanna that will occur in connection with consummation of the merger and the other transactions contemplated by the merger agreement (Proposal No. 7);EXTRAORDINARY TRANSACTIONSISSUER3926.0000000.000000AGAINST3926.000000AGAINSTS000005160VAHANNA TECH EDGE ACQUSITION I CORP.VGG9320Z109908/25/2023The Incentive Plan Proposal - To consider and vote upon a proposal to approve and adopt the Incentive Plan (as defined herein) (Proposal No. 8);COMPENSATIONISSUER3926.0000000.000000AGAINST3926.000000AGAINSTS000005160VAHANNA TECH EDGE ACQUSITION I CORP.VGG9320Z109908/25/2023The ESPP Proposal - To consider and vote upon a proposal to approve and adopt the ESPP (as defined herein) (Proposal No. 9); andCOMPENSATIONISSUER3926.0000000.000000AGAINST3926.000000AGAINSTS000005160VAHANNA TECH EDGE ACQUSITION I CORP.VGG9320Z109908/25/2023The Adjournment Proposal - To consider and vote upon a proposal to adjourn the Vahanna Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Vahanna Special Meeting, there are not sufficient votes to approve the foregoing proposals, or holders of Class A Ordinary Shares have elected to redeem an amount of shares such that Vahanna would have less than $5,000,001 of net tangible assets (Proposal No. 10).CORPORATE GOVERNANCEISSUER3926.0000000.000000AGAINST3926.000000AGAINSTS000005160BLUE OCEAN ACQUISITION CORP.KYG1330L105908/29/2023The Extension Amendment Proposal Amend the Company's amended and restated memorandum and articles of association to extend the date by which the Company must: (i) consummate an initial business combination; (ii) cease its operations, except for the purpose of winding up, if it fails to complete such initial business combination; and (iii) redeem 100% of the public shares from the September 7, 2023 to June 7, 2024, by electing to extend the date to consummate an initial business combination on a monthly basis for up to nine times by an additional one month each time, unless the closing of an initial business combination has occurred; provided that the Company's sponsor (or its affiliates or permitted designees) will deposit into the trust account necessary funds for each such one-month extension period.CORPORATE GOVERNANCEISSUER9236.0000000.000000FOR9236.000000FORS000005160BLUE OCEAN ACQUISITION CORP.KYG1330L105908/29/2023The Founder Share Amendment Proposal Amend the Company's amended and restated memorandum and articles of association to permit for the issuance of Class A ordinary shares to holders of Class B ordinary shares upon the exercise of the right of a holder of the Company's Class B ordinary shares to convert such holder's Class B ordinary shares into Class A ordinary shares on a one-for-one basis at any time and from time to time prior to the closing of an initial business combination at the election of the holder.CAPITAL STRUCTURECORPORATE GOVERNANCEISSUER9236.0000000.000000FOR9236.000000FORS000005160BLUE OCEAN ACQUISITION CORP.KYG1330L105908/29/2023The Redemption Limitation Amendment Proposal Amend the Company's amended and restated memorandum and articles of association to eliminate (i) the limitation that the Company may not redeem public shares in an amount that would cause the Company's net tangible assets to be less than $5,000,001 and (ii) the limitation that the Company shall not consummate a business combination unless the Company has net tangible assets of at least $5,000,001 immediately prior to, or upon consummation of, or any greater net tangible asset or cash requirement that may be contained in the agreement relating to, such business combinationCAPITAL STRUCTUREISSUER9236.0000000.000000FOR9236.000000FORS000005160BLUE OCEAN ACQUISITION CORP.KYG1330L105908/29/2023The Auditor Ratification Proposal Ratify the selection by the audit committee of the board of directors of the Company of Marcum LLP to serve as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023.AUDIT-RELATEDISSUER9236.0000000.000000FOR9236.000000FORS000005160BLUE OCEAN ACQUISITION CORP.KYG1330L105908/29/2023The Adjournment Proposal 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, the Founder Share Amendment Proposal, the Redemption Limitation Amendment Proposal, the Director Appointment Proposal or the Auditor Ratification Proposal or if the Board of Directors of the Company determines before the extraordinary general meeting that it is not necessary or no longer desirable to proceed with the other proposals.CORPORATE GOVERNANCEISSUER9236.0000000.000000FOR9236.000000FORS000005160CONCORD ACQUISITION CORP II20607U108US20607U108808/29/2023To amend Concord II's Amended and Restated Certificate of Incorporation to (i) extend the date by which the Company has to consummate a business combination (the "Extension") from September 3, 2023 (the "Termination Date") to June 3, 2024, or such earlier date as may be determined by the board of directors of the Company (such later date, the "Extended Date") and (ii) remove the Redemption Limitation (as defined in the charter) to allow the Company to redeem public shares notwithstanding the fact that such redemption would result in the Company having net tangible assets of less than $5,000,001.CORPORATE GOVERNANCEISSUER30621.0000000.000000FOR30621.000000FORS000005160CONCORD ACQUISITION CORP II20607U108US20607U108808/29/2023To direct the chairman of the special meeting to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve any of the foregoing proposal.CORPORATE GOVERNANCEISSUER30621.0000000.000000FOR30621.000000FORS000005160PAPAYA GROWTH OPPORTUNITY CORP. I69882P102US69882P102108/30/2023The Extension Amendment Proposal - to approve the adoption of an amendment to the Company's Second Amended and Restated Certificate of Incorporation, as amended, to provide the Company's Board of Directors with the right to extend the date by which the Company has to consummate a business combination (the "Combination Period") up to an additional five (5) times for one (1) month each time, from September 19, 2023 to February 19, 2024.CORPORATE GOVERNANCEISSUER8858.0000000.000000FOR8858.000000FORS000005160PAPAYA GROWTH OPPORTUNITY CORP. I69882P102US69882P102108/30/2023The Founder Share Amendment Proposal - to amend the Company's Second Amended and Restated Certificate of Incorporation, as amended, 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 their shares of Class B common stock into shares of Class A common stock of the Company, par value $0.0001 per share, on a one-to-one basis at any time and from time to time at the election of the holder.CAPITAL STRUCTURECORPORATE GOVERNANCEISSUER8858.0000000.000000FOR8858.000000FORS000005160PAPAYA GROWTH OPPORTUNITY CORP. I69882P102US69882P102108/30/2023The Redemption Limitation Amendment Proposal - to amend the Company's Second Amended and Restated Certificate of Incorporation, as amended, to eliminate the limitation that the Company may not redeem public shares to the extent that such redemption would result in the Company's failure to have net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) in excess of $5,000,000.CAPITAL STRUCTUREISSUER8858.0000000.000000FOR8858.000000FORS000005160PAPAYA GROWTH OPPORTUNITY CORP. I69882P102US69882P102108/30/2023The Trust Amendment Proposal - to approve the adoption of an amendment to the Investment Management Trust Agreement, dated January 13 2022, by and between the Company and Continental Stock Transfer & Trust Company ("Continental"), to allow the Company to extend the Combination Period up to an additional five (5) times for one (1) month each time from September 19, 2023 to the Extended Date by depositing into the Trust Account, for each one-month extension, the lesser of (a) $30,000 and (b) $0.03 for each then-outstanding Public Share after giving effect to any redemptions (the "Extension Payment").CORPORATE GOVERNANCEISSUER8858.0000000.000000FOR8858.000000FORS000005160PAPAYA GROWTH OPPORTUNITY CORP. I69882P102US69882P102108/30/2023The Adjournment Proposal - to approve adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation or if otherwise determined by The chairperson of the Special Meeting to be necessary or appropriate.CORPORATE GOVERNANCEISSUER8858.0000000.000000FOR8858.000000FORS000005160KERNEL GROUP HOLDINGS, INC.KYG5259L103208/31/2023Election Of Director: Venkatesh SrinivasanOTHERUndefinedISSUER6672.0000000.000000FOR6672.000000FORS000005160KERNEL GROUP HOLDINGS, INC.KYG5259L103208/31/2023Election Of Director: Siva SaravananOTHERUndefinedISSUER6672.0000000.000000FOR6672.000000FORS000005160KERNEL GROUP HOLDINGS, INC.KYG5259L103208/31/2023Ratify the selection by our Audit Committee of WithumSmith+ Brown, PC ("Withum") to serve as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023. The Audit Committee is directly responsible for appointing the Company's independent registered public accounting firm.AUDIT-RELATEDISSUER6672.0000000.000000FOR6672.000000FORS000005160KERNEL GROUP HOLDINGS, INC.KYG5259L103208/31/2023Approve the adjournment of the Annual 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 Director Proposal and the Auditor Proposal, which we refer to as the "Adjournment Proposal."CORPORATE GOVERNANCEISSUER6672.0000000.000000FOR6672.000000FORS000005160FUSION ACQUISITION CORP. II36118N102US36118N102809/01/2023To amend (the "Extension Amendment") the Company's Second Amended and Restated Certificate of Incorporation (our "charter") to extend the date by which the Company must consummate a business combination (as defined below) from September 2, 2023 (30 months from the closing date of the Company's initial public offering (the "IPO") of our units (the "units" (such date, the "Current Outside Date") to March 2, 2024 (the date which is 36 months from the closing date of the IPO (such date, the "Extended Date") (the "Extension" and such proposal, the "Extension Amendment Proposal");CORPORATE GOVERNANCEISSUER3920.0000000.000000FOR3920.000000FORS000005160FUSION ACQUISITION CORP. II36118N102US36118N102809/01/2023To amend (the "Redemption Limitation Amendment" and, together with the Extension Amendment, the "Charter Amendments") the charter to remove (i) the limitation that the Company shall not consummate a business combination if it would cause the Company's net tangible assets to be less than $5,000,001; and (ii) the limitation that the Company shall not redeem public shares (as defined below) that would cause the Company's net tangible assets to be less than $5,000,001 following such redemptions (the "Redemption Limitation Amendment Proposal" and, together with the Extension Amendment Proposal, the "Charter Amendment Proposals"), andCAPITAL STRUCTUREISSUER3920.0000000.000000FOR3920.000000FORS000005160FUSION ACQUISITION CORP. II36118N102US36118N102809/01/2023To approve the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes to approve, or otherwise in connection with, the other proposals or if we determine that additional time is necessary to effectuate the Charter Amendments (the "Adjournment Proposal").CORPORATE GOVERNANCEISSUER3920.0000000.000000FOR3920.000000FORS000005160APX ACQUISITION CORP. IKYG0440J109409/07/2023The Extension Amendment Proposal - as a special resolution, that, subject to and conditional upon the Trust Agreement Amendment Proposal, the NTA Requirement Amendment and the Company having net tangible assets of at least US$5,000,001 as at the date of this special resolution, the Amended and Restated Articles of Association of the Company be amended by allowing the date by which the Company has to consummate a business combination be extended up to three (3) times for an additional one (1) month each time from September 9, 2023 to December 9, 2023, provided that, such extension shall only be made where the Sponsor has deposited the lesser of (a) $125,000 and (b) $0.025 per share into the Trust Account for each one month extension (as applicable) on or prior to the applicable Business Combination deadline.CORPORATE GOVERNANCEISSUER23427.0000000.000000FOR23427.000000FORS000005160APX ACQUISITION CORP. IKYG0440J109409/07/2023The Trust Agreement Amendment Proposal - as an ordinary resolution, that, subject to and conditional upon the Extension Amendment Proposal and the NTA Requirement Amendment, the Company's Investment Management Trust Agreement, dated December 6, 2021, by and between the Company and Continental Stock Transfer & Trust Company, be amended to allow the Company to extend the Business Combination Period by depositing into the Trust Account, for each one-month extension, the lesser of (a) $125,000 and (b) $0.025 for each Class A ordinary share issued and outstanding after giving effect to the Redemption from September 9, 2023 to December 9, 2023.CORPORATE GOVERNANCEISSUER23427.0000000.000000FOR23427.000000FORS000005160APX ACQUISITION CORP. IKYG0440J109409/07/2023The NTA Requirement Amendment - as a special resolution, that the Amended and Restated Articles of Association of the Company be amended by removing all limitations in connection with the Company having net tangible assets of at least US$5,000,001.CAPITAL STRUCTUREISSUER23427.0000000.000000FOR23427.000000FORS000005160APX ACQUISITION CORP. IKYG0440J109409/07/2023The Founder Share Amendment Proposal - as a special resolution, that the Amended and Restated Articles of Association of the Company be amended by to provide for the right of a holder of the Company's Class B ordinary shares, par value $0.0001 per share, to convert into Class A ordinary shares, par value $0.0001 per share, of the Company on a one-for-one basis at any time and from time to time prior to the closing of a business combination at the election of the holder.CAPITAL STRUCTURECORPORATE GOVERNANCEISSUER23427.0000000.000000FOR23427.000000FORS000005160APX ACQUISITION CORP. IKYG0440J109409/07/2023The Adjournment Proposal - as an ordinary resolution, that the Extraordinary General Meeting be adjourned in the discretion of the chairman of the Extraordinary General Meeting to a later date or dates to be determined by the chairman, including, if necessary, to permit further solicitation and vote of Proxies.CORPORATE GOVERNANCEISSUER23427.0000000.000000FOR23427.000000FORS000005160ROTH CH ACQUISITION CO.KYG88935112109/07/2023Proposal No. 1 - The Name Change Proposal - as a special resolution, to amend the company's Amended and Restated Memorandum and Articles of Association (the "charter") pursuant to an amendment to the charter in the form set forth in Annex A of the accompanying proxy statement to change the name of the company from TKB Critical Technologies 1 to Roth CH Acquisition Co.CORPORATE GOVERNANCEISSUER5607.0000000.000000FOR5607.000000FORS000005160ROTH CH ACQUISITION CO.KYG88935112109/07/2023Proposal No. 2 - The Adjournment Proposal - as an ordinary resolution, to approve the adjournment of the 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 name change proposal (the "adjournment proposal"), which will be presented at the general meeting if, based on the tabulated votes, there are not sufficient votes at the time of the general meeting to approve the name change proposal, in which case the adjournment proposal will be the only proposal presented at the general meeting.CORPORATE GOVERNANCEISSUER5607.0000000.000000FOR5607.000000FORS000005160AMEDISYS, INC.023436108US023436108909/08/2023To adopt the Agreement and Plan of Merger (as it may be amended from time to time, the "Merger Agreement"), dated as of June 26, 2023, by and among UnitedHealth Group Incorporated ("Parent"), Amedisys, Inc. ("Amedisys") and Aurora Holdings Merger Sub Inc., a wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub will merge with and into Amedisys, with Amedisys continuing as the surviving corporation and as a wholly owned subsidiary of Parent (the "Merger").EXTRAORDINARY TRANSACTIONSISSUER5400.0000000.000000FOR5400.000000FORS000005160AMEDISYS, INC.023436108US023436108909/08/2023To approve, on a non-binding advisory basis, the compensation that may be paid or become payable to Amedisys named executive officers that is based on or otherwise relates to the transactions contemplated by the Merger Agreement.SECTION 14A SAY-ON-PAY VOTESISSUER5400.0000000.000000FOR5400.000000FORS000005160AMEDISYS, INC.023436108US023436108909/08/2023To approve, on a non-binding advisory basis, the compensation that may be paid or become payable to Amedisys named executive officers that is based on or otherwise relates to the transactions contemplated by the Merger Agreement.SECTION 14A SAY-ON-PAY VOTESISSUER5400.0000000.000000FOR5400.000000FOR1S000005160AMEDISYS, INC.023436108US023436108909/08/2023To approve the adjournment of the Amedisys Special Meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the Amedisys Special Meeting to approve proposal 1 to adopt the Merger Agreement.CORPORATE GOVERNANCEISSUER5400.0000000.000000FOR5400.000000FORS000005160M3-BRIGADE ACQUISITION III CORP.55407R103US55407R103209/11/2023MBSC Stockholder Proposal No. 1 - The Business Combination Proposal - To approve the Business Combination Agreement, dated December 14, 2022, as amended on April 21, 2023 and June 15, 2023, and the Business Combination, pursuant to which, among other things and subject to the terms and conditions contained in the Business Combination Agreement and the Plan of Arrangement, (i) Canadian Merger Sub will amalgamate with and into Greenfire pursuant to the Plan of Arrangement, except that the legal existence of Greenfire will not cease and Greenfire will survive the Amalgamation, and Surviving Greenfire will become a wholly-owned subsidiary of New Greenfire, and (ii) DE Merger Sub will merge with and into MBSC, with MBSC continuing as the surviving corporation following the Merger, as a result of which Surviving MBSC will become a direct, wholly-owned subsidiary of New Greenfire.EXTRAORDINARY TRANSACTIONSISSUER10793.0000000.000000FOR10793.000000FORS000005160M3-BRIGADE ACQUISITION III CORP.55407R103US55407R103209/11/2023MBSC Stockholder Proposal No. 2 - The Adjournment Proposal - To approve the adjournment of the MBSC Stockholders' Meeting to a later date or dates, if necessary or appropriate, 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 Business Combination Proposal.CORPORATE GOVERNANCEISSUER10793.0000000.000000FOR10793.000000FORS000005160QOMOLANGMA ACQUISITION CORP.74738V105US74738V105209/12/2023TARGET LIMITATION AMENDMENT - To amend the Company's Amended and Restated Certificate of Incorporation to allow the Company to undertake an initial business combination with an entity or business ("Target Business"), with a physical presence, operation or other significant ties to China (a "China-based Target") or which may subject the post-business combination business to the laws, regulations and policies of China (including Hong Kong and Macao), or entity or business that conducts operations through variable interest entities, or VIEs, pursuant to a series of contractual arrangements ("VIE Agreements") with the VIE and its shareholders on one side, and a China-based subsidiary of the China-based Target (the "WFOE"), on the other side.CORPORATE GOVERNANCEISSUER1127.0000000.000000FOR1127.000000FORS000005160QOMOLANGMA ACQUISITION CORP.74738V105US74738V105209/12/2023ADJOURNMENT - To approve the adjournment of the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes to approve the Target Limitation Amendment Proposal or if the Company determines that additional time is necessary to effectuate the Target Limitation Amendment. The Adjournment Proposal will only be presented at the special meeting if there are not sufficient votes for, or otherwise in connection with, the approval of the Target Limitation Amendment Proposal.CORPORATE GOVERNANCEISSUER1127.0000000.000000FOR1127.000000FORS000005160THE GROWTH FOR GOOD ACQUISITION CORP.KYG41522106109/12/2023The BCA Proposal - to consider and vote upon a proposal to approve by ordinary resolution and adopt the Agreement and Plan of Merger, dated as of March 7, 2023 (the "Merger Agreement"), by and among G4G, G4G Merger Sub Inc. ("Merger Sub") and Zero Nox, Inc. ("ZeroNox"), a copy of which is attached to the accompanying proxy statement/prospectus as Annex A. The Merger Agreement provides for, among other things, the merger of Merger Sub with and into ZeroNox (the "Merger"), with ZeroNox surviving the Merger as a wholly owned subsidiary of New ZeroNox, in accordance with the terms and subject to the conditions of the Merger Agreement as more fully described elsewhere in the accompanying proxy statement/prospectus (the "BCA Proposal");EXTRAORDINARY TRANSACTIONSISSUER25714.0000000.000000FOR25714.000000FORS000005160THE GROWTH FOR GOOD ACQUISITION CORP.KYG41522106109/12/2023The Redemption Limitation Amendment Proposal - to consider and vote upon a proposal to amend by special resolution G4G's Amended and Restated Articles of Association, effective as of immediately prior to the Domestication, to eliminate from the Amended and Restated Articles of Association the limitation that G4G may not redeem public shares to the extent that such redemption would result in G4G having net tangible assets of less than $5,000,001 or any greater net tangible asset or cash requirement which may be contained in the agreement relating to G4G's initial business combination (the "Redemption Limitation Amendment Proposal");CAPITAL STRUCTUREISSUER25714.0000000.000000FOR25714.000000FORS000005160THE GROWTH FOR GOOD ACQUISITION CORP.KYG41522106109/12/2023The Domestication Proposal - to consider and vote upon a proposal to approve by special resolution, the change of G4G's jurisdiction of incorporation by deregistering as an exempted company by way of continuation out of the Cayman Islands and domesticating as a corporation incorporated under the laws of the State of Delaware (the "Domestication" and, together with the Merger, the "Business Combination") (the "Domestication Proposal");EXTRAORDINARY TRANSACTIONSCORPORATE GOVERNANCEISSUER25714.0000000.000000FOR25714.000000FORS000005160THE GROWTH FOR GOOD ACQUISITION CORP.KYG41522106109/12/2023Organizational Documents Proposal A - to authorize the change in the authorized share capital of G4G from $50,000 divided into 479,000,000 Class A ordinary shares, par value $0.0001 per share (the "G4G Class A ordinary shares"), 20,000,000 Class B ordinary shares, par value $0.0001 per share (the "Class B ordinary shares" and, together with the Class A ordinary shares, the "ordinary shares"), and 1,000,000 preference shares, par value $0.0001 per share (the "G4G Preference Shares"), to 150,000,000 shares of common stock, par value $0.0001 per share, of New ZeroNox (the "New ZeroNox common stock") and 25,000,000 shares of preferred stock, par value $0.0001 per share, of New ZeroNox (the "New ZeroNox preferred stock") ("Organizational Documents Proposal A");CAPITAL STRUCTUREISSUER25714.0000000.000000FOR25714.000000FORS000005160THE GROWTH FOR GOOD ACQUISITION CORP.KYG41522106109/12/2023Organizational Documents Proposal B - to authorize the board of directors of New ZeroNox to issue any or all shares of New ZeroNox preferred stock in one or more classes or series, with such terms and conditions as may be expressly determined by New ZeroNox's board of directors and as may be permitted by the DGCL ("Organizational Documents Proposal B");CAPITAL STRUCTUREISSUER25714.0000000.000000FOR25714.000000FORS000005160THE GROWTH FOR GOOD ACQUISITION CORP.KYG41522106109/12/2023Organizational Documents Proposal C - to authorize the adoption of Delaware as the exclusive forum for certain stockholder litigation ("Organizational Documents Proposal C");SHAREHOLDER RIGHTS AND DEFENSESCORPORATE GOVERNANCEISSUER25714.0000000.000000FOR25714.000000FORS000005160THE GROWTH FOR GOOD ACQUISITION CORP.KYG41522106109/12/2023Organizational Documents Proposal D - to authorize the election not to be governed by Section 203 of the DGCL and, instead, be governed by a provision substantially similar to Section 203 of the DGCL ("Organizational Documents Proposal D"); andCORPORATE GOVERNANCEISSUER25714.0000000.000000FOR25714.000000FORS000005160THE GROWTH FOR GOOD ACQUISITION CORP.KYG41522106109/12/2023Organizational Documents Proposal E - to authorize all other changes in connection with the amendment and replacement of the Cayman Constitutional Documents with the Proposed Certificate of Incorporation and Proposed Bylaws in connection with the consummation of the Business Combination (copies of which attached to the accompanying proxy statement/prospectus as Annex D and Annex E, respectively), including (1) changing the corporate name from "The Growth for Good Acquisition Corporation" to "ZeroNox Holdings, Inc.," (2) making New ZeroNox's corporate existence perpetual and (3) removing certain provisions related to G4G's status as a blank check company that will no longer be applicable upon consummation of the Business Combination, all of which G4G's board of directors believes is necessary to adequately address the needs of New ZeroNox after the Business Combination ("Organizational Documents Proposal E");CORPORATE GOVERNANCEISSUER25714.0000000.000000FOR25714.000000FORS000005160THE GROWTH FOR GOOD ACQUISITION CORP.KYG41522106109/12/2023The Director Election Proposal - to consider and vote upon a proposal to elect seven (7) directors who, upon consummation of the Business Combination, will be the directors of New ZeroNox (the "Director Election Proposal");DIRECTOR ELECTIONSISSUER25714.0000000.000000FOR25714.000000FORS000005160THE GROWTH FOR GOOD ACQUISITION CORP.KYG41522106109/12/2023The Stock Issuance Proposal - to consider and vote upon a proposal to approve by ordinary resolution for purposes of complying with the applicable rules of Nasdaq, the issuance of New ZeroNox common stock to the ZeroNox Shareholders pursuant to the Merger Agreement (the "Stock Issuance Proposal");CAPITAL STRUCTUREISSUER25714.0000000.000000FOR25714.000000FORS000005160THE GROWTH FOR GOOD ACQUISITION CORP.KYG41522106109/12/2023The Incentive Award Plan Proposal - to consider and vote upon a proposal to approve by ordinary resolution, The Growth for Good Acquisition Corporation 2023 Incentive Award Plan, a copy of which is attached to the accompanying proxy statement/prospectus as Annex F (the "Incentive Award Plan Proposal"); andCOMPENSATIONISSUER25714.0000000.000000FOR25714.000000FORS000005160THE GROWTH FOR GOOD ACQUISITION CORP.KYG41522106109/12/2023The Adjournment Proposal - to consider and vote upon a proposal to approve the adjournment of the extraordinary general meeting to a later date or dates, for reasons including but not limited to, permitting further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting (the "Adjournment Proposal").CORPORATE GOVERNANCEISSUER25714.0000000.000000FOR25714.000000FORS000005160PLUM ACQUISITION CORP IKYG7134L126009/13/2023Proposal No. 1 - The Extension Amendment Proposal - RESOLVED, as a special resolution that: c) Article 49.7 of Plum's Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 49.7: "In the event that the Company does not consummate a Business Combination upon the date which is the later of (i) 18 December 2023 (or 18 March 2024, if applicable under the provisions of this Article 49.7) and (ii) such later date as may be approved by the Members in accordance with the Articles (in any case, such date being referred to as the "Termination Date"), the Company shall (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company (less taxes payable and up to US$100,000 of interest to pay dissolution expenses), divided by the number of the 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 (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company's remaining Members and the Directors, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and other requirements of Applicable Law. Notwithstanding the foregoing or any other provisions of the Articles, in the event that the Company has not consummated a Business Combination within twenty-seven months from the closing of the IPO, the Company may, without another vote of the Members, elect to extend the date to consummate the Business Combination on a monthly basis for up to nine times by an additional one month each time after the twenty-seventh month from the closing of the IPO, by resolution of the Directors, if requested by the Sponsor in writing, and upon five days' advance notice prior to the applicable Termination Date, until thirty-nine months from the closing of the IPO, provided that the Sponsor (or one or more of its Affiliates, members or third-party designees) (the "Lender") will deposit into the Trust Account for each such monthly extension, the lesser of (i) US$45,000 or (ii) US$0.0225 for each Public Share that is then outstanding, for an aggregate deposit of up to US$135,000 or US$0.0675 for each Public Share that is then outstanding (if all nine additional monthly extensions are exercised), in exchange for a non-interest bearing, unsecured promissory note issued by the Company to the Lender. If the Company completes a Business Combination, it will, at the option of the Lender, repay the amounts loaned under the promissory note or convert a portion or all of the amounts loaned under such promissory note into warrants, which warrants will be identical to the private placement warrants issued to the Sponsor at the time of the IPO. If the Company does not complete a Business Combination by the applicable Termination Date, such promissory note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven." d) Article 49.8(a) of Plum's Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 49.8(a): "to modify the substance or timing of the Company's obligation to allow redemption in connection with a Business Combination or to redeem 100 per cent of the Public Shares if the Company does not consummate a Business Combination within thirty-three months (or up to thirty-nine months, if applicable under the provisions of Article 49.7) from the consummation of the IPO;"CORPORATE GOVERNANCEISSUER16396.0000000.000000FOR16396.000000FORS000005160PLUM ACQUISITION CORP IKYG7134L126009/13/2023The Trust Reduction Proposal - Resolved, As A Special Resolution That Pursuant To Article 18.3(d) Of Plum S Amended And Restated Memorandum And Articles Of Association, The Capital Redemption Reserve Fund Held In The Trust Account Be Reduced To An Aggregate Amount Of $20,000,000.OTHERUndefinedISSUER16396.0000000.000000FOR16396.000000FORS000005160PLUM ACQUISITION CORP IKYG7134L126009/13/2023Proposal No. 3 - The Adjournment Proposal - RESOLVED, as an ordinary resolution, that the adjournment of the Shareholder Meeting to a later date or dates if necessary, (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient Class A ordinary shares, par value $0.0001 per share (the "Public Shares") and Class B ordinary shares, par value $0.0001 per share in the capital of Plum represented (either in person or by proxy) to approve the Extension Amendment Proposal and the Trust Reduction Proposal.CORPORATE GOVERNANCEISSUER16396.0000000.000000FOR16396.000000FORS000005160MOUNTAIN & CO. I ACQUISITION CORP.KYG6301J104009/14/2023Proposal No. 1 The Extension Amendment Proposal - RESOLVED, as a special resolution that subject to the approval of Proposal No. 2 - the Trust Agreement Amendment Proposal: a) Article 49.7 of the Company's Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following: "[reserved]." b) Article 49.8 of the Company's Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 49.8: "In the event that the Company does not consummate a Business Combination upon the date which is the later of (i) March 9, 2024 (or such earlier date as determined by the board of Directors), and (ii) such later date as may be approved by the Members in accordance with the Articles (in any case, such date being referred to as the "Termination Date"), the Company shall (a) cease all operations except for the purpose of winding up; (b) 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 the then-outstanding Public Shares, which redemption will completely extinguish public Members' rights as Members (including the right to receive further liquidation distributions, if any); and (c) as promptly as reasonably possible following such redemption, subject to the approval of the Company's remaining Members and the Directors, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and to requirements of other Applicable Law." c) Article 49.9(a) of the Company's Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 49.9(a): "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 9, 2024 (or such earlier date as determined by the board of Directors), or such later date as the Members may approve in accordance with the Articles; or" d) Article 49.11(b) of the Company's Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 49.11(b): "vote as a class with Public Shares on a Business Combination or on any other proposal presented to Members prior to or in connection with the consummation of a Business Combination or to approve an amendment to the Memorandum or Articles to (i) extend the time the Company has to consummate a Business Combination beyond March 9, 2024 or (ii) amend the foregoing provisions of this Article."CORPORATE GOVERNANCEISSUER10989.0000000.000000FOR10989.000000FORS000005160MOUNTAIN & CO. I ACQUISITION CORP.KYG6301J104009/14/2023Proposal No. 2 - Trust Agreement Amendment Proposal - RESOLVED, (subject to the approval of Proposal No. 1 - the Extension Amendment Proposal), that the amendment to the Company's investment management trust agreement, dated as of November 4, 2021 (as amended by Amendment No. 1 dated February 6, 2023, the "Trust Agreement"), by and between the Company and Continental Stock Transfer & Trust Company (the "Trustee"), to allow the Articles Extension (the "Trust Agreement Amendment"), be approved, ratified and confirmed in all respects.CORPORATE GOVERNANCEISSUER10989.0000000.000000FOR10989.000000FORS000005160MOUNTAIN & CO. I ACQUISITION CORP.KYG6301J104009/14/2023Proposal No. 3 - The Adjournment Proposal - RESOLVED, as an ordinary resolution, that the adjournment of the Shareholder Meeting to a later date or dates if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient votes cast by the holders of Class A ordinary shares, par value $0.0001 per share, and Class B ordinary shares, par value $0.0001 per share, in the capital of the Company represented (either in person or by proxy) in favor of the approval of the Extension Amendment Proposal or the Trust Agreement Amendment Proposal.CORPORATE GOVERNANCEISSUER10989.0000000.000000FOR10989.000000FORS000005160AP ACQUISITION CORPKYG04058106109/15/2023Proposal No. 1 - The Extension Amendment Proposal - To amend the Amended and Restated Memorandum and Articles of Association (the "Articles") of the Company to to extend the date by which the Company must complete a business combination from September 21, 2023 to June 21, 2024 or such earlier date as determined by the Company's board of directors.CORPORATE GOVERNANCEISSUER7942.0000000.000000FOR7942.000000FORS000005160AP ACQUISITION CORPKYG04058106109/15/2023Proposal No. 2 - The Adjournment Proposal - To adjourn the extraordinary general meeting to a later date or dates to be determined by the chairperson of the general meeting, if necessary, (i) 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 (ii) if the holders of public shares have elected to redeem an amount of shares in connection with the Extension Amendment Proposal such that the Company would not adhere to the continued listing requirements of the New York Stock Exchange.CORPORATE GOVERNANCEISSUER7942.0000000.000000FOR7942.000000FORS000005160ROSS ACQUISITION CORP IIKYG7641C106909/15/2023The Extension Amendment Proposal - as a special resolution, to amend our Amended and Restated Memorandum and Articles of Association to extend the date by which the Company must consummate a Business Combination from September 16, 2023 to March 16, 2024 or such earlier date as determined by the Board, in the form set forth in Annex A to the accompanying proxy statement.CORPORATE GOVERNANCEISSUER5336.0000000.000000FOR5336.000000FORS000005160ROSS ACQUISITION CORP IIKYG7641C106909/15/2023The Redemption Limitation Amendment Proposal - as a special resolution, to delete: (i) the limitation that the Company shall not consummate a Business Combination if it would cause the Company's net tangible assets to be less than $5,000,001; and (ii) the limitation that the Company shall not redeem Public Shares in an amount that would cause the Company's net tangible assets to be less than $5,000,001 following such redemptions.CAPITAL STRUCTUREISSUER5336.0000000.000000FOR5336.000000FORS000005160ROSS ACQUISITION CORP IIKYG7641C106909/15/2023The Director Election Proposal - as an ordinary resolution of the holders of the Class B ordinary shares, to elect Larry Kudlow as Class I director of the Company's board of directors (the "Board"), until the third annual meeting of the Company held after the extraordinary general meeting or until his successor is appointed and qualified.DIRECTOR ELECTIONSISSUER5336.0000000.000000FOR5336.000000FORS000005160ROSS ACQUISITION CORP IIKYG7641C106909/15/2023The Adjournment Proposal - as 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.CORPORATE GOVERNANCEISSUER5336.0000000.000000FOR5336.000000FORS000005160FTAC EMERALD ACQUISITION CORP.29103K100US29103K100709/19/2023Proposal 1 - The Charter Amendment Proposal - to approve the adoption of an amendment to the Company's Amended and Restated Certificate of Incorporation to extend the date by which the Company has to consummate its initial business combination from September 20, 2023 to January 19, 2024 (or such earlier date as determined by the Company's Board of Directors.CORPORATE GOVERNANCEISSUER7228.0000000.000000FOR7228.000000FORS000005160FTAC EMERALD ACQUISITION CORP.29103K100US29103K100709/19/2023Proposal 2 - The Trust Amendment Proposal - to approve the adoption of an amendment to the Investment Management Trust Agreement, dated December 15, 2021, by and between the Company and Continental Stock Transfer & Trust Company ("Continental"), to allow the trustee to liquidate the trust account established in connection with the Company's IPO at such time as may be determined by the Company as set forth in Proposal 1. Proposal 2 is conditioned on the approval of Proposal 1. If Proposal 2 is approved by the stockholders and Proposal 1 is not, neither proposal will take effect.CORPORATE GOVERNANCEISSUER7228.0000000.000000FOR7228.000000FORS000005160FTAC EMERALD ACQUISITION CORP.29103K100US29103K100709/19/2023Proposal 3 - The Adjournment Proposal - to approve adjournment of the Special 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 Proposal 1 or Proposal 2.CORPORATE GOVERNANCEISSUER7228.0000000.000000FOR7228.000000FORS000005160AROGO CAPITAL ACQUISITION CORP.042644104US042644104609/21/2023Proposal 1 - Extension Amendment Proposal Amend the Company's charter, to extend the date by which the Company has to complete a business combination from December 29, 2023, to December 29, 2024, or such earlier date as determined by the Board of Directors, and to decrease the monthly extension fee commencing on September 29, 2023, as more fully described in the proxy statement, the "Extension Amendment Proposal."CORPORATE GOVERNANCEISSUER12782.0000000.000000FOR12782.000000FORS000005160AROGO CAPITAL ACQUISITION CORP.042644104US042644104609/21/2023Proposal 2 - Trust Amendment Proposal Amend the Company's investment management trust agreement, as amended, to allow the Company to extend the business combination period from December 29, 2023, to December 29, 2024, and to decrease the monthly extension fee commencing on September 29, 2023, as more fully described in the proxy statement, the "Trust Amendment Proposal."CORPORATE GOVERNANCEISSUER12782.0000000.000000FOR12782.000000FORS000005160AROGO CAPITAL ACQUISITION CORP.042644104US042644104609/21/2023Proposal 3 - Adjournment Proposal Approve the adjournment of the Special 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, one or more of the proposals, the "Adjournment Proposal."CORPORATE GOVERNANCEISSUER12782.0000000.000000FOR12782.000000FORS000005160MAGELLAN MIDSTREAM PARTNERS, L.P.559080106US559080106509/21/2023To approve the Agreement and Plan of Merger, dated as of May 14, 2023 (as it may be amended from time to time, the "Merger Agreement"), by and among Magellan Midstream Partners, L.P. ("Magellan"), ONEOK, Inc. and Otter Merger Sub, LLC.EXTRAORDINARY TRANSACTIONSISSUER10251.0000000.000000FOR10251.000000FORS000005160MAGELLAN MIDSTREAM PARTNERS, L.P.559080106US559080106509/21/2023To approve, on a non-binding advisory basis, the compensation that may be paid or become payable to the named executive officers of Magellan GP, LLC, the general partner of Magellan, that is based on or otherwise relates to the merger contemplated by the Merger Agreement.SECTION 14A SAY-ON-PAY VOTESISSUER10251.0000000.000000FOR10251.000000FORS000005160MAGELLAN MIDSTREAM PARTNERS, L.P.559080106US559080106509/21/2023To approve, on a non-binding advisory basis, the compensation that may be paid or become payable to the named executive officers of Magellan GP, LLC, the general partner of Magellan, that is based on or otherwise relates to the merger contemplated by the Merger Agreement.SECTION 14A SAY-ON-PAY VOTESISSUER10251.0000000.000000FOR10251.000000FOR1S000005160REATA PHARMACEUTICALS, INC.75615P103US75615P103009/21/2023To approve and adopt the Agreement and Plan of Merger, dated as of July 28, 2023, as such agreement may be amended from time to time (the "Merger Agreement"), by and among Biogen Inc., a Delaware corporation ("Biogen"), River Acquisition, Inc., a Delaware corporation and wholly-owned subsidiary of Biogen ("Merger Sub"), and Reata Pharmaceuticals, Inc. ("Reata"), pursuant to which Merger Sub will be merged with and into Reata, with Reata surviving as a wholly-owned subsidiary of Biogen (the "Merger").EXTRAORDINARY TRANSACTIONSISSUER2348.0000000.000000FOR2348.000000FORS000005160REATA PHARMACEUTICALS, INC.75615P103US75615P103009/21/2023To approve, on an advisory, non-binding basis, compensation that will or may be paid or become payable to Reata's named executive officers in connection with the Merger contemplated by the Merger Agreement.SECTION 14A SAY-ON-PAY VOTESISSUER2348.0000000.000000FOR2348.000000FORS000005160REATA PHARMACEUTICALS, INC.75615P103US75615P103009/21/2023To approve, on an advisory, non-binding basis, compensation that will or may be paid or become payable to Reata's named executive officers in connection with the Merger contemplated by the Merger Agreement.SECTION 14A SAY-ON-PAY VOTESISSUER2348.0000000.000000FOR2348.000000FOR1S000005160REATA PHARMACEUTICALS, INC.75615P103US75615P103009/21/2023To approve to adjourn the Special Meeting to a later date if necessary and appropriate to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.CORPORATE GOVERNANCEISSUER2348.0000000.000000FOR2348.000000FORS000005160NEWBURY STREET ACQUISITION CORP.65101L104US65101L104409/22/2023Proposal 1 EXTENSION PROPOSAL To amend the Company's Second Amended and Restated Certificate of Incorporation pursuant to an amendment in the form set forth in Annex A of the accompanying proxy statement to extend the date by which the Company must (1) consummate a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination, (2) cease all operations except for the purpose of winding up if it fails to complete such initial business combination, and (3) redeem all of the shares of common stock, par value $0.0001 per share, of the Company included as part of the units sold in the Company's initial public offering that was consummated on March 25, 2021 from September 25, 2023 to March 25, 2024.CORPORATE GOVERNANCEISSUER4327.0000000.000000FOR4327.000000FORS000005160NEWBURY STREET ACQUISITION CORP.65101L104US65101L104409/22/2023Proposal 2 ADJOURNMENT PROPOSAL To approve the adjournment of the Special Meeting to a later date or dates, if necessary or convenient, 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 Proposal, which will only be presented at the Special Meeting if, based on the tabulated votes, there are not sufficient votes at the time of the Special Meeting to approve the Extension Proposal, in which case the Adjournment Proposal will be the only proposal presented at the Special Meeting.CORPORATE GOVERNANCEISSUER4327.0000000.000000FOR4327.000000FORS000005160GRAF ACQUISITION CORP. IV384272100US384272100909/25/2023Proposal No. 1 - The Business Combination Proposal - to consider and vote upon a proposal to approve the agreement and plan of merger, dated as of April 14, 2023 (as may be amended and/or restated from time to time, the "Merger Agreement"), by and among Graf, Austria Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Graf ("Merger Sub") and NKGen Biotech Inc., a Delaware corporation ("NKGen"), and the transactions contemplated thereby, pursuant to which Merger Sub will merge with and into NKGen with NKGen surviving the merger as a wholly-owned subsidiary of Graf (the transactions contemplated by the Merger Agreement, the "Business Combination");EXTRAORDINARY TRANSACTIONSISSUER1034.0000000.000000FOR1034.000000FORS000005160GRAF ACQUISITION CORP. IV384272100US384272100909/25/2023Proposal No. 2 - The Binding Charter Proposal-to consider and vote upon a proposal to approve, assuming the other condition precedent proposals (as defined below) are approved and adopted, the proposed second amended and restated certificate of incorporation of Graf (the "Proposed Charter"), which will replace Graf's amended and restated certificate of incorporation, dated May 20, 2021 (as may be amended from time to time, the "Current Charter") and will be in effect upon the closing of the Business Combination (the "Closing");CORPORATE GOVERNANCEISSUER1034.0000000.000000FOR1034.000000FORS000005160GRAF ACQUISITION CORP. IV384272100US384272100909/25/2023Advisory Charter Proposal A: a proposal to increase the authorized capital stock to 510,000,000 shares of capital stock, consisting of (a) 500,000,000 shares of common stock, par value $0.0001 per share ("Common Stock") of Graf following the Business Combination ("New NKGen"), and (b) 10,000,000 shares of preferred stock, par value $0.0001 per share ("Preferred Stock") of New NKGen;CAPITAL STRUCTUREISSUER1034.0000000.000000FOR1034.000000FORS000005160GRAF ACQUISITION CORP. IV384272100US384272100909/25/2023Advisory Charter Proposal B: a proposal to eliminate various provisions applicable only to blank check companies, including business combination requirements;CORPORATE GOVERNANCEISSUER1034.0000000.000000FOR1034.000000FORS000005160GRAF ACQUISITION CORP. IV384272100US384272100909/25/2023Advisory Charter Proposal C: a proposal to require the vote of at least 66 2/3% in voting power of then outstanding shares of New NKGen capital stock to alter, amend or repeal the bylaws;CORPORATE GOVERNANCEISSUER1034.0000000.000000FOR1034.000000FORS000005160GRAF ACQUISITION CORP. IV384272100US384272100909/25/2023Advisory Charter Proposal D: a proposal to require the vote of at least 66 2/3% in voting power of then outstanding shares of New NKGen capital stock to remove a director; andCORPORATE GOVERNANCEISSUER1034.0000000.000000FOR1034.000000FORS000005160GRAF ACQUISITION CORP. IV384272100US384272100909/25/2023Advisory Charter Proposal E: a proposal to require the vote of at least 66 2/3% in voting power of then outstanding shares of New NKGen capital stock to alter, amend or repeal certain provisions of the Proposed Charter;CORPORATE GOVERNANCEISSUER1034.0000000.000000FOR1034.000000FORS000005160GRAF ACQUISITION CORP. IV384272100US384272100909/25/2023Proposal No. 4 - The Stock Issuance Proposal - to consider and vote upon a proposal to approve, assuming the other condition precedent proposals are approved and adopted, for the purposes of complying with the applicable listing rules of the New York Stock Exchange, the issuance of (1) up to 15,594,133 shares of Common Stock pursuant to the terms of the Merger Agreement, (2) up to 1,000,000 shares of Common Stock upon conversion of the 2027 Convertible Notes, (3) up to an aggregate of 2,999,998 warrants and 2,999,998 shares of Common Stock issuable upon exercise of such warrants issued pursuant to the terms of the Convertible Notes Subscription Agreement and the Warrant Subscription Agreement, and (4) additional warrants, shares of Common Stock issuable upon exercise of such warrants and other shares of Common Stock that may be issued pursuant to additional agreements we may enter into prior to the Closing (we refer to this proposal as the "Stock Issuance Proposal");CAPITAL STRUCTUREISSUER1034.0000000.000000FOR1034.000000FORS000005160GRAF ACQUISITION CORP. IV384272100US384272100909/25/2023The Incentive Plan Proposal - to consider and vote upon a proposal to approve, assuming the other condition precedent proposals are approved and adopted, the 2023 Incentive Equity Plan (the "Incentive Equity Plan"), a copy of which is attached to this proxy statement/prospectus as Annex I, including the authorization of the initial share reserve under the Incentive Equity Plan (we refer to this proposal as the "Incentive Plan Proposal");COMPENSATIONISSUER1034.0000000.000000FOR1034.000000FORS000005160GRAF ACQUISITION CORP. IV384272100US384272100909/25/2023The ESPP Proposal - to consider and vote upon a proposal to approve, assuming the other condition precedent proposals are approved and adopted, the 2023 Employee Stock Purchase Plan (the "ESPP"), a copy of which is attached to this proxy statement/prospectus as Annex J, including the authorization of the initial share reserve under the ESPP (we refer to this proposal as the "ESPP Proposal");COMPENSATIONISSUER1034.0000000.000000FOR1034.000000FORS000005160GRAF ACQUISITION CORP. IV384272100US384272100909/25/2023The Director Election Proposal - to elect, assuming the Business Combination Proposal, the Binding Charter Proposal, the Stock Issuance Proposal, the Incentive Plan Proposal and the ESPP Proposal (the "condition precedent proposals") are approved and adopted, five directors to the New NKGen board of directors, effective immediately after the closing of the Business Combination (we refer to this proposal as the "Director Election Proposal"); and Sangwoo ParkDIRECTOR ELECTIONSISSUER1034.0000000.000000FOR1034.000000FORS000005160GRAF ACQUISITION CORP. IV384272100US384272100909/25/2023The Director Election Proposal - to elect, assuming the Business Combination Proposal, the Binding Charter Proposal, the Stock Issuance Proposal, the Incentive Plan Proposal and the ESPP Proposal (the "condition precedent proposals") are approved and adopted, five directors to the New NKGen board of directors, effective immediately after the closing of the Business Combination (we refer to this proposal as the "Director Election Proposal"); and Paul SongDIRECTOR ELECTIONSISSUER1034.0000000.000000FOR1034.000000FORS000005160GRAF ACQUISITION CORP. IV384272100US384272100909/25/2023Director Withdrawn Nominee Withdrawn NomineeOTHERUndefinedISSUER1034.0000000.000000FOR1034.000000FORS000005160GRAF ACQUISITION CORP. IV384272100US384272100909/25/2023The Director Election Proposal - to elect, assuming the Business Combination Proposal, the Binding Charter Proposal, the Stock Issuance Proposal, the Incentive Plan Proposal and the ESPP Proposal (the "condition precedent proposals") are approved and adopted, five directors to the New NKGen board of directors, effective immediately after the closing of the Business Combination (we refer to this proposal as the "Director Election Proposal"); and Kathleen ScottDIRECTOR ELECTIONSISSUER1034.0000000.000000FOR1034.000000FORS000005160GRAF ACQUISITION CORP. IV384272100US384272100909/25/2023The Director Election Proposal - to elect, assuming the Business Combination Proposal, the Binding Charter Proposal, the Stock Issuance Proposal, the Incentive Plan Proposal and the ESPP Proposal (the "condition precedent proposals") are approved and adopted, five directors to the New NKGen board of directors, effective immediately after the closing of the Business Combination (we refer to this proposal as the "Director Election Proposal"); and Michael KlowdenDIRECTOR ELECTIONSISSUER1034.0000000.000000FOR1034.000000FORS000005160GRAF ACQUISITION CORP. IV384272100US384272100909/25/2023Proposal No. 8 - The Adjournment Proposal - to consider and vote upon a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, 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 any of the proposals by the stockholders of Graf or if Graf determines that additional time is necessary to consummate the Business Combination; andCORPORATE GOVERNANCEISSUER1034.0000000.000000FOR1034.000000FORS000005160GRAF ACQUISITION CORP. IV384272100US384272100909/25/2023Proposal No. 9 - The Redemption Limitation Amendment Proposal - to consider and vote upon a proposal to approve the amendment of the Current Charter, to be effective immediately prior to the Closing, in the form set forth in Annex F of this Supplement (the "Redemption Limitation Amendment"), to eliminate the limitation that Graf may not redeem public shares in an amount that would cause Graf to have net tangible assets to be less than $5,000,001 (such limitation, the "Redemption Limitation" and the proposal, the "Redemption Limitation Amendment Proposal").CAPITAL STRUCTUREISSUER1034.0000000.000000FOR1034.000000FORS000005160GRAF ACQUISITION CORP. IV384272100US384272100909/25/2023The Director Election Proposal - to elect, assuming the Business Combination Proposal, the Binding Charter Proposal, the Stock Issuance Proposal, the Incentive Plan Proposal and the ESPP Proposal (the "condition precedent proposals") are approved and adopted, five directors to the New NKGen board of directors, effective immediately after the closing of the Business Combination (we refer to this proposal as the "Director Election Proposal"); and Alana McNultyDIRECTOR ELECTIONSISSUER1034.0000000.000000FOR1034.000000FORS000005160LIVE OAK CRESTVIEW CLIMATE ACQ. CORP.538086109US538086109709/25/2023To amend and restate (the "Extension Amendment") the Company's Amended and Restated Certificate of Incorporation (our "charter") to extend the date by which the Company must consummate a business combination (the "Extension") from 24 months from the closing of the Company's initial public offering (the "IPO") to January 12, 2024 (the "Extended Date" and, such proposal, the "Extension Amendment Proposal" or "Proposal No. 1").CORPORATE GOVERNANCEISSUER7245.0000000.000000FOR7245.000000FORS000005160LIVE OAK CRESTVIEW CLIMATE ACQ. CORP.538086109US538086109709/25/2023To amend and restate (the "Founder Share Amendment") our charter to provide for the right of a holder of Class B common stock, par value $0.0001 per share of the Company ("founder shares" or "Class B common stock") to convert their shares of Class B common stock into shares of Class A common stock, par value $0.0001 per share of the Company (the "public shares" or "Class A common stock" and together with the Class B common stock, the "common stock") on a one-to-one basis at any time and from time to time a the election of the holder (the "Founder Share Amendment Proposal" or "Proposal No. 2").CAPITAL STRUCTURECORPORATE GOVERNANCEISSUER7245.0000000.000000FOR7245.000000FORS000005160LIVE OAK CRESTVIEW CLIMATE ACQ. CORP.538086109US538086109709/25/2023To amend and restate (the "Liquidation Amendment") our charter to permit our board of directors (the "Board"), in its sole discretion, to elect to wind up the Company's operations on an earlier date than the Extended Date as determined by our Board and included in a public announcement (the "Early Liquidation" and, such proposal, the "Liquidation Amendment Proposal" or "Proposal No. 3").CORPORATE GOVERNANCEISSUER7245.0000000.000000FOR7245.000000FORS000005160LIVE OAK CRESTVIEW CLIMATE ACQ. CORP.538086109US538086109709/25/2023A proposal to approve the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the Extension Amendment Proposal, the Founder Share Amendment Proposal or the Liquidation Amendment Proposal or if we determine that additional time is necessary to effectuate the Extension Amendment, the Founder Share Amendment or the Liquidation Amendment (the "Adjournment Proposal" or "Proposal No. 4"). The Adjournment Proposal will only be presented at the special meeting if there are not sufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal, the Founder Share Amendment Proposal or the Liquidation Amendment Proposal or if we determine that additional time is necessary to effectuate the Extension Amendment, the Founder Share Amendment or the Liquidation Amendment.CORPORATE GOVERNANCEISSUER7245.0000000.000000FOR7245.000000FORS000005160FAST ACQUISITION CORP. II311874101US311874101209/26/2023The Business Combination Proposal - To consider and vote upon a proposal to approve the Amended and Restated Agreement and Plan of Merger, dated as of January 31, 2023 as amended by the First Amendment, dated as of June 25, 2023, and the Second Amendment, dated as of July 7, 2023, and the Third Amendment, dated as of September 1, 2023 (as it may be further amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Merger Agreement"), by and among FAST II, Falcon's Beyond Global, LLC, a Florida limited liability company ("FBG"), Falcon's Beyond Global, Inc., a Delaware corporation and a wholly owned subsidiary of FBG ("Pubco"), and Palm Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of Pubco ("Merger Sub"), and the transactions contemplated by the Merger Agreement, pursuant to which (a) FAST II will merge with and into Pubco (the "SPAC Merger"), with Pubco surviving as the sole owner of Merger Sub, followed by a contribution by Pubco of all of its cash (except for cash required to pay certain transaction expenses) to Merger Sub to effectuate the "UP-C" structure; and (b) on the date immediately following the SPAC Merger, Merger Sub will merge with and into FBG (the "Acquisition Merger," and collectively with the SPAC Merger, the "Business Combination" and such proposal, the "Business Combination Proposal"), with FBG as the surviving entity of such merger. A composite copy of the Merger Agreement is attached to the accompanying Proxy Statement as Annex A;EXTRAORDINARY TRANSACTIONSISSUER2388.0000000.000000FOR2388.000000FORS000005160FAST ACQUISITION CORP. II311874101US311874101209/26/2023The Pubco Organizational Documents Advisory Proposals - To consider and vote upon, on a non-binding advisory basis, the following proposals to approve the material differences between FAST II's certificate of incorporation and bylaws and the certificate of incorporation and bylaws of Pubco to be adopted by Pubco in connection with the SPAC Merger attached hereto as Annex B and Annex C to the accompanying Proxy Statement, respectively (the "Pubco Organizational Documents Advisory Proposals"): (A) Authorized Capital Stock - To approve authorized capital stock of Pubco of 500,000,000 shares of Pubco's Class A common stock, par value $0.0001 per share, ("Pubco Class A Common Stock"), 150,000,000 shares of Pubco's Class B common stock, par value $0.0001 per share ("Pubco Class B Common Stock") and 30,000,000 shares of preferred stock;CAPITAL STRUCTUREISSUER2388.0000000.000000FOR2388.000000FORS000005160FAST ACQUISITION CORP. II311874101US311874101209/26/2023The Pubco Organizational Documents Advisory Proposals - To consider and vote upon, on a non-binding advisory basis, the following proposals to approve the material differences between FAST II's certificate of incorporation and bylaws and the certificate of incorporation and bylaws of Pubco to be adopted by Pubco in connection with the SPAC Merger attached hereto as Annex B and Annex C to the accompanying Proxy Statement, respectively (the "Pubco Organizational Documents Advisory Proposals"): (B) Removal of Directors - To approve a provision that any or all of the directors of Pubco may be removed from office at any time, but only for cause and only by the affirmative vote of holders of a 66 2/3% of the voting power of all then-outstanding shares of capital stock of Pubco entitled to vote generally in the election of directors, voting together as a single class;SHAREHOLDER RIGHTS AND DEFENSESISSUER2388.0000000.000000FOR2388.000000FORS000005160FAST ACQUISITION CORP. II311874101US311874101209/26/2023The Pubco Organizational Documents Advisory Proposals - To consider and vote upon, on a non-binding advisory basis, the following proposals to approve the material differences between FAST II's certificate of incorporation and bylaws and the certificate of incorporation and bylaws of Pubco to be adopted by Pubco in connection with the SPAC Merger attached hereto as Annex B and Annex C to the accompanying Proxy Statement, respectively (the "Pubco Organizational Documents Advisory Proposals"): (C) DGCL 203 Opt Out and Replacement - To approve a provision that Pubco will not governed by Section 203 of the Delaware General Corporation Law, and instead, includes a provision that is substantially similar to Section 203, but excludes certain parties from the definition of "interested stockholder;"CORPORATE GOVERNANCEISSUER2388.0000000.000000FOR2388.000000FORS000005160FAST ACQUISITION CORP. II311874101US311874101209/26/2023The Pubco Organizational Documents Advisory Proposals - To consider and vote upon, on a non-binding advisory basis, the following proposals to approve the material differences between FAST II's certificate of incorporation and bylaws and the certificate of incorporation and bylaws of Pubco to be adopted by Pubco in connection with the SPAC Merger attached hereto as Annex B and Annex C to the accompanying Proxy Statement, respectively (the "Pubco Organizational Documents Advisory Proposals"): (D) Stockholder Action by Written Consent - To approve a provision that any action required or permitted to be taken by the stockholders of Pubco must be effected by a duly called annual or special meeting of such stockholders and may not be effected by written consent of the stockholders, provided that for so long as holders of Pubco Class B Common Stock own a majority of the total voting power of stock entitled to vote generally in election of directors, any action required or permitted to be taken by stockholders may be taken by written consent in lieu of a meeting;CORPORATE GOVERNANCEISSUER2388.0000000.000000FOR2388.000000FORS000005160FAST ACQUISITION CORP. II311874101US311874101209/26/2023The Pubco Organizational Documents Advisory Proposals - To consider and vote upon, on a non-binding advisory basis, the following proposals to approve the material differences between FAST II's certificate of incorporation and bylaws and the certificate of incorporation and bylaws of Pubco to be adopted by Pubco in connection with the SPAC Merger attached hereto as Annex B and Annex C to the accompanying Proxy Statement, respectively (the "Pubco Organizational Documents Advisory Proposals"): (E) Special Meetings of Stockholders - To approve a provision that special meetings of Pubco stockholders may be called only by or at the direction of Pubco's board of directors (the "Pubco Board"), the chairperson of the Pubco Board or the Chief Executive Officer of Pubco and may not be called by any stockholder, provided that for so long as the holders of Pubco Class B Common Stock own a majority of the total voting power of stock entitled to vote generally in election of directors, special meetings may be called by or at the request of stockholders collectively holding a majority of the total voting power of stock entitled to vote generally in the election of directors;CORPORATE GOVERNANCEISSUER2388.0000000.000000FOR2388.000000FORS000005160FAST ACQUISITION CORP. II311874101US311874101209/26/2023The Pubco Organizational Documents Advisory Proposals - To consider and vote upon, on a non-binding advisory basis, the following proposals to approve the material differences between FAST II's certificate of incorporation and bylaws and the certificate of incorporation and bylaws of Pubco to be adopted by Pubco in connection with the SPAC Merger attached hereto as Annex B and Annex C to the accompanying Proxy Statement, respectively (the "Pubco Organizational Documents Advisory Proposals"): (F) Amendment of the Charter - To approve a provision that amendment of the certificate of incorporation of Pubco following the closing of the Business Combination generally requires the approval of the Pubco Board and a majority of the combined voting power of the then-outstanding shares of voting stock, voting together as a single class, with the exception of certain provisions that would require the affirmative vote of at least 66 2/3% of the total voting power of all the then outstanding shares of stock of the company entitled to vote thereon, voting as a single class;CORPORATE GOVERNANCEISSUER2388.0000000.000000FOR2388.000000FORS000005160FAST ACQUISITION CORP. II311874101US311874101209/26/2023The Pubco Organizational Documents Advisory Proposals - To consider and vote upon, on a non-binding advisory basis, the following proposals to approve the material differences between FAST II's certificate of incorporation and bylaws and the certificate of incorporation and bylaws of Pubco to be adopted by Pubco in connection with the SPAC Merger attached hereto as Annex B and Annex C to the accompanying Proxy Statement, respectively (the "Pubco Organizational Documents Advisory Proposals"): (G) Amendment of the Bylaws - To approve a provision expressly authorizing the Pubco Board to make, alter, amend or repeal the bylaws of Pubco (the "Pubco Bylaws) by an affirmative vote of a majority of the Pubco Board. The Pubco Bylaws may also be adopted, amended, altered or repealed by the Pubco Stockholders representing at least 66 2/3% of the voting power of all of the then- outstanding shares of capital stock of Pubco entitled to vote generally in the election of directors; andCORPORATE GOVERNANCEISSUER2388.0000000.000000FOR2388.000000FORS000005160FAST ACQUISITION CORP. II311874101US311874101209/26/2023The Pubco Organizational Documents Advisory Proposals - To consider and vote upon, on a non-binding advisory basis, the following proposals to approve the material differences between FAST II's certificate of incorporation and bylaws and the certificate of incorporation and bylaws of Pubco to be adopted by Pubco in connection with the SPAC Merger attached hereto as Annex B and Annex C to the accompanying Proxy Statement, respectively (the "Pubco Organizational Documents Advisory Proposals"): (H) Provisions Related to Status as Blank Check Company - To approve the exclusion of certain provisions applicable only to blank check companies; andCORPORATE GOVERNANCEISSUER2388.0000000.000000FOR2388.000000FORS000005160FAST ACQUISITION CORP. II311874101US311874101209/26/2023The Adjournment Proposal - To consider and vote upon a proposal to approve the adjournment of the Special 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 otherwise in connection with, the approval of the Business Combination Proposal and the Pubco Organizational Documents Advisory Proposals.CORPORATE GOVERNANCEISSUER2388.0000000.000000FOR2388.000000FORS000005160JAGUAR GLOBAL GROWTH CORP. IKYG5S11A106609/27/2023Proposal No. 1 - The Business Combination Proposal: to consider and vote upon a proposal to approve, by ordinary resolution, the Business Combination Agreement, dated as of March 2, 2023 as the same has been amended as of June 16, 2023, July 7, 2023, July 18, 2023 and September 7, 2023, 2023 and may be further amended, supplemented, or otherwise modified from time to time, the "Business Combination Agreement," and, the transactions contemplated thereby, collectively, the "Business Combination"), by and among JGGC, Captivision Inc., a Cayman Islands exempted company ("New PubCo"), Jaguar Global Growth Korea Co., Ltd., a stock corporation (chusik hoesa) organized under the laws of the Republic of Korea and wholly owned direct subsidiary of JGGC ("Exchange Sub"), and GLAAM Co., Ltd., a corporation (chusik hoesa) organized under the laws of the Republic of Korea ("GLAAM"), a copy of which is attached to this proxy statement/prospectus as Annex A, Annex A-1, Annex A-2, Annex A-3 and Annex A-4, pursuant to which, among other things, (i) JGGC shall be merged with and into New PubCo, with New PubCo surviving the merger (the "Merger"), (ii) immediately thereafter, New PubCo shall issue a number of ordinary shares, par value $0.0001 per share, of New PubCo (the "'New PubCo Ordinary Shares"), equal to the Aggregate Share Swap Consideration (as defined below) to Exchange Sub, and (iii) all shareholders of GLAAM (the "GLAAM Shareholders") will transfer their respective common shares, par value W 500 per share, of GLAAM (the "'GLAAM Common Shares"), to Exchange Sub in connection with the exchange of GLAAM Common Shares for New PubCo Ordinary Shares pursuant to the Business Combination Agreement and, in exchange for the Aggregate Share Swap Consideration, Exchange Sub shall distribute all of the GLAAM Common Shares it receives from GLAAM Shareholders to New PubCo (the "Share Swap"), which includes the approval of the transactions contemplated by the Business Combination Agreement, and the other agreements entered into or to be entered into by JGGC in connection with the Business Combination (the "Business Combination Proposal");EXTRAORDINARY TRANSACTIONSISSUER14932.0000000.000000FOR14932.000000FORS000005160JAGUAR GLOBAL GROWTH CORP. IKYG5S11A106609/27/2023Proposal No. 2 - The Merger Proposal: to approve, by special resolutions, (a) JGGC be authorized to merge with and into New PubCo, so that JGGC be the merging company and all the undertaking, property, and the liabilities of the merging company vest in the surviving company by virtue of the such merger pursuant to Part XVI of the Companies Act (As Revised); and (b) the plan of merger relating to the Merger, a copy of which is attached to this proxy statement/prospectus as Annex B, pursuant to which JGGC will merge with and into New PubCo, with New PubCo being the surviving entity (The "Merger Proposal");EXTRAORDINARY TRANSACTIONSISSUER14932.0000000.000000FOR14932.000000FORS000005160JAGUAR GLOBAL GROWTH CORP. IKYG5S11A106609/27/2023Proposal No. 3 - The Governing Documents Proposals: to consider and vote upon three separate proposals (collectively, the "Governing Documents Proposals") to approve, on an advisory non-binding basis, by ordinary resolution, material differences between the amended and restated memorandum and articles of association of New PubCo to be in effect following the Business Combination, a copy of which is attached to this proxy statement/prospectus as Annex C (the "Proposed Governing Documents"), and the existing amended and restated memorandum and articles of association of JGGC (the "Existing Governing Documents");CORPORATE GOVERNANCEISSUER14932.0000000.000000FOR14932.000000FORS000005160JAGUAR GLOBAL GROWTH CORP. IKYG5S11A106609/27/2023Proposal No. 4 - The New PubCo Equity Plan Proposal: to consider and vote upon, by ordinary resolution, a proposal to approve the New PubCo Equity Plan (the "New PubCo Equity Plan Proposal");COMPENSATIONISSUER14932.0000000.000000FOR14932.000000FORS000005160JAGUAR GLOBAL GROWTH CORP. IKYG5S11A106609/27/2023Proposal No. 5 - The Adjournment Proposal: to consider and vote upon, as an ordinary resolution, a proposal to adjourn the Extraordinary General Meeting to a later date or dates if necessary (i) to ensure that any required supplement or amendment to this proxy statement/prospectus is provided to JGGC shareholder or (ii) to permit further solicitation of additional proxies from JGGC shareholders in favor of one or more of the proposals at the Extraordinary General Meeting (the "Adjournment Proposal").CORPORATE GOVERNANCEISSUER14932.0000000.000000FOR14932.000000FORS000005160MOBIV ACQUISITION CORP60742N106US60742N106309/28/2023Business Combination Proposal - a proposal to consider and vote upon a proposal to approve and adopt the Business Combination Agreement, or the "Business Combination Proposal". A copy of the Business Combination Agreement is attached to the accompanying proxy statement/prospectus as Annex A and the transactions contemplated therein, including the Merger whereby Merger Sub will merge with and into MOBV, with MOBV surviving the merger as a wholly owned subsidiary of SVH.EXTRAORDINARY TRANSACTIONSISSUER3117.0000000.000000FOR3117.000000FORS000005160MOBIV ACQUISITION CORP60742N106US60742N106309/28/2023Adjournment Proposal - a proposal to adjourn the MOBV Special Meeting under certain circumstances, which is more fully described in the accompanying proxy statement/prospectus, or the "Adjournment Proposal".CORPORATE GOVERNANCEISSUER3117.0000000.000000FOR3117.000000FORS000005160ATHENA CONSUMER ACQUISITION CORP.04684M114US04684M114609/29/2023The Warrant Amendment Proposal to consider and vote upon an amendment to the public warrant agreement that governs all of Athena's outstanding Public Warrants (the "Public Warrant Agreement" and, the proposed amendment, the "Warrant Amendment"). The Warrant Amendment proposes to amend the Public Warrant Agreement to provide that, upon the closing of the transactions contemplated by the Business Combination Agreement (as defined in the accompanying proxy statement, such closing, the "Closing"), each of the then outstanding public warrants of Athena (such warrants being the warrants of Athena issued in Athena's initial public offering that was consummated on October 22, 2021 (the "IPO"), which entitle the holder thereof to purchase one share of Class A common stock, par value $0.0001 per share, of Athena (an "Athena Class A Common Stock"), at an exercise price of $11.50 per share (the "Public Warrants")) will, in connection with the Merger (as defined in the accompanying proxy statement), be canceled and exchanged for 0.175 ordinary shares, nominal value 0.12 per share, of Next.e.GO N.V. ("TopCo" and its ordinary shares, "TopCo Shares") (such TopCo Shares to be issued in exchange for the Public Warrants, the "Warrant Shares") per Athena Warrant, with any fractional entitlement being rounded down (the "Warrant Exchange" and such proposal, the "Warrant Amendment Proposal"), the substantive text of which is attached to the accompanying proxy statement/prospectus as Annex H; andOTHERBondholder-related matterISSUER535.0000000.000000FOR535.000000FORS000005160ATHENA CONSUMER ACQUISITION CORP.04684M114US04684M114609/29/2023The Warrant Holders Adjournment Proposal to consider and vote upon a proposal to approve the adjournment of the Warrant Holders Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Warrant Holders Meeting, the Warrant Amendment Proposal would not be duly approved and adopted by the holders of the requisite amount of the then outstanding Public Warrants or we determine that one or more of the Closing conditions under the Business Combination Agreement is not satisfied or waived (the "Warrant Holders Adjournment Proposal" and, together with the Warrant Amendment Proposal, the "Warrant Holder Proposals").OTHERBondholder-related matterISSUER535.0000000.000000FOR535.000000FORS000005160HENNESSY CAPITAL INVESTMENT CORP. VI42600H108US42600H108609/29/2023Amend the Company's amended and restated certificate of incorporation to extend the date by which the Company has to consummate a Business Combination from October 1, 2023 to January 10, 2024 (or such earlier date as determined by the Board).CORPORATE GOVERNANCEISSUER10702.0000000.000000FOR10702.000000FORS000005160HENNESSY CAPITAL INVESTMENT CORP. VI42600H108US42600H108609/29/2023Adjourn the 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 Proposal 1.CORPORATE GOVERNANCEISSUER10702.0000000.000000FOR10702.000000FORS000005160ALTC ACQUISITION CORP.02156V109US02156V109810/05/2023Proposal No. 1 - The "Extension Amendment Proposal" - To amend the amended and restated certificate of incorporation of AltC Acquisition Corp. ("AltC") (the "Certificate of Incorporation"), in the form set forth in Annex A to the proxy statement to extend the date by which AltC must consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses from October 12, 2023, to July 12, 2024 (or such earlier date as determined by the board of directors of AltC);CORPORATE GOVERNANCEISSUER15267.0000000.000000FOR15267.000000FORS000005160ALTC ACQUISITION CORP.02156V109US02156V109810/05/2023Proposal No. 2 - The "Adjournment Proposal" - To adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, at the time of the special meeting, there are not sufficient votes to approve the Extension Amendment Proposal or if AltC determines that additional time is necessary to effectuate the Extension.CORPORATE GOVERNANCEISSUER15267.0000000.000000FOR15267.000000FORS000005160CHENGHE ACQUISITION I CO.KYG5380L105910/05/2023PROPOSAL 1. THE ARTICLES AMENDMENT PROPOSAL - TO APPROVE, AS A SPECIAL RESOLUTION, THE AMENDMENT OF THE COMPANY'S AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION (THE "ARTICLES") TO (I) ADVANCE THE DATE BY WHICH THE COMPANY MUST CONSUMMATE A BUSINESS COMBINATION FROM NOVEMBER 27, 2023 TO SEPTEMBER 22, 2023 AND (II) ALLOW THE COMPANY TO REMOVE UP TO $100,000 OF INTEREST EARNED ON THE AMOUNT ON DEPOSIT IN THE TRUST ACCOUNT PRIOR TO REDEEMING THE PUBLIC SHARES IN CONNECTION WITH THE EXTRAORDINARY GENERAL MEETING IN ORDER TO PAY DISSOLUTION EXPENSES OF THE COMPANY:CORPORATE GOVERNANCEISSUER10798.0000000.000000FOR10798.000000FORS000005160CHENGHE ACQUISITION I CO.KYG5380L105910/05/2023PROPOSAL 2. THE TRUST AMENDMENT PROPOSAL - TO APPROVE, AS A SPECIAL RESOLUTION, THE AMENDMENT OF THE INVESTMENT MANAGEMENT TRUST AGREEMENT DATED JANUARY 24, 2022 BY AND BETWEEN THE COMPANY AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY TO ALLOW THE COMPANY TO REMOVE UP TO $100,000 OF INTEREST EARNED ON THE AMOUNT ON DEPOSIT IN THE TRUST ACCOUNT ESTABLISHED BY THE TRUST AGREEMENT PRIOR TO REDEEMING THE PUBLIC SHARES IN CONNECTION WITH THE EXTRAORDINARY GENERAL MEETING IN ORDER TO PAY DISSOLUTION EXPENSES OF THE COMPANY:CORPORATE GOVERNANCEISSUER10798.0000000.000000FOR10798.000000FORS000005160CHENGHE ACQUISITION I CO.KYG5380L105910/05/2023PROPOSAL 3. THE ADJOURNMENT 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 IF, BASED UPON THE TABULATED VOTE AT THE TIME OF THE EXTRAORDINARY GENERAL MEETING, THERE ARE INSUFFICIENT CLASS A ORDINARY SHARES AND CLASS B ORDINARY SHARES OF THE COMPANY (REPRESENTED EITHER IN PERSON OR BY PROXY) TO APPROVE THE FOREGOING PROPOSALS.CORPORATE GOVERNANCEISSUER10798.0000000.000000FOR10798.000000FORS000005160ENPHYS ACQUISITION CORP.KYG3167L109510/06/2023The Extension Proposal - By Special Resolution to amend the Company's Amended and Restated Memorandum and Articles of Association as set forth in Annex A to the accompanying Proxy Statement to extend the date by which the Company must consummate a business combination from October 8, 2023 (the date which is 24 months from the closing date of the Company's initial public offering (the "IPO")) to July 8, 2024 (the date which is 33 months from the closing date of the IPO).CORPORATE GOVERNANCEISSUER16538.0000000.000000FOR16538.000000FORS000005160ENPHYS ACQUISITION CORP.KYG3167L109510/06/2023The Adjournment Proposal - By Ordinary Resolution to approve the adjournment of the extraordinary general meeting to a later date or dates, if necessary, either (x) to permit further solicitation and vote of proxies or (y) if the board of directors determines at the extraordinary general meeting that it is not necessary or no longer desirable to proceed with the extension amendment proposal.CORPORATE GOVERNANCEISSUER16538.0000000.000000FOR16538.000000FORS000005160ENPHYS ACQUISITION CORP.KYG3167L109510/06/2023The Founder Share Amendment Proposal - By Special Resolution to amend the Company's Amended and Restated Memorandum and Articles of Association, as set forth in Annex B to the accompanying Amendment and Supplement No. 2 to the Definitive Proxy Statement on Schedule 14A and Notice of Extraordinary General Meeting, to provide for the right of a holder of the Company's Class B ordinary shares, par value $0.0001 per share, to convert into Class A ordinary shares, par value $0.0001 per share, of the Company on a one-for-one basis prior to the closing of an initial business combination at the election of the holder.CAPITAL STRUCTUREISSUER16538.0000000.000000FOR16538.000000FORS000005160BRIDGETOWN HOLDINGS LIMITEDKYG1355U113210/10/2023The Business Combination Proposal RESOLVED, as an ordinary resolution, that the Business Combination Agreement, dated as of May 25, 2023 (as it may be amended, supplemented or otherwise modified from time to time, the "Business Combination Agreement"), by and among MoneyHero Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands ("PubCo"), Bridgetown, Gemini Merger Sub 1 Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands and a direct wholly-owned subsidiary of PubCo ("Bridgetown Merger Sub"), Gemini Merger Sub 2 Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands and a direct wholly-owned subsidiary of PubCo ("CGCL Merger Sub") and CompareAsia Group Capital Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands ("CGCL"), and the transactions contemplated therein, including the business combination pursuant to which (1) Bridgetown shall merge with and into Bridgetown Merger Sub, with Bridgetown Merger Sub being the surviving company and remaining as a wholly-owned subsidiary of PubCo (the "Initial Merger") and (ii) following the Initial Merger, CGCL Merger Sub shall merge with and into CGCL, with CGCL being the surviving company and becoming a wholly-owned subsidiary of PubCo (the "Acquisition Merger," and collectively with the Initial Merger and the other transactions contemplated by the Business Combination Agreement, the "Business Combination") be confirmed, ratified and approved in all respects;EXTRAORDINARY TRANSACTIONSISSUER2420.0000000.000000FOR2420.000000FORS000005160BRIDGETOWN HOLDINGS LIMITEDKYG1355U113210/10/2023The Initial Merger Proposal - RESOLVED, as a special resolution, that Bridgetown be and is hereby authorized to merge with and into Bridgetown Merger Sub so that Bridgetown Merger Sub be the surviving company and all the undertaking, property and liabilities of Bridgetown vest in Bridgetown Merger Sub by virtue of such merger pursuant to the Companies Act (As Revised) of the Cayman Islands; RESOLVED, as a special resolution, that the plan of merger in the form attached to the accompanying proxy statement/prospectus as Annex C (the "Plan of Initial Merger") be and is hereby authorized, approved and confirmed in all respects; and RESOLVED, as a special resolution, that Bridgetown be and is hereby authorized to enter into the Plan of Initial Merger.EXTRAORDINARY TRANSACTIONSISSUER2420.0000000.000000FOR2420.000000FORS000005160BRIDGETOWN HOLDINGS LIMITEDKYG1355U113210/10/2023The Adjournment Proposal - RESOLVED, as an ordinary resolution, that the adjournment of the Extraordinary General Meeting to a later date or dates to be determined by the chairman of the Extraordinary General Meeting, is hereby approved in all respects.CORPORATE GOVERNANCEISSUER2420.0000000.000000FOR2420.000000FORS000005160DENALI CAPITAL ACQUISITION CORP.KYG6256B106810/11/2023The Extension Amendment Proposal Amend the Company's amended and restated memorandum and articles of association to extend the date by which the Company must: (i) consummate an initial business combination; (ii) cease its operations, except for the purpose of winding up, if it fails to complete such initial business combination; and (iii) redeem 100% of the public shares from October 11, 2023 to July 11, 2024 by electing to extend the date to consummate an initial business combination on a monthly basis for up to nine (9) times by an additional one month each time, unless the closing of an initial business combination has occurred, without the need for any further approval of the Company's shareholders, provided that the Sponsor (or its affiliates or permitted designees) will deposit into the trust account for each such one-month extension period the lesser of (x) $50,000 or (y) $0.03 per public share that remains outstanding and is not redeemed prior to any such one-month extension, unless the closing of the Company's initial business combination has occurred, which may be made in exchange for a non-interest bearing promissory note payable upon consummation of an initial business combinationCORPORATE GOVERNANCEISSUER3575.0000000.000000FOR3575.000000FORS000005160DENALI CAPITAL ACQUISITION CORP.KYG6256B106810/11/2023The Founder Share Amendment Proposal Amend the Company's amended and restated memorandum and articles of association to permit for the issuance of Class A ordinary shares to holders of Class B ordinary shares upon the exercise of the right of a holder of the Company's Class B ordinary shares to convert such holder's Class B ordinary shares into Class A ordinary shares on a one-for-one basis at any time and from time to time prior to the closing of an initial business combination at the election of the holder.CAPITAL STRUCTURECORPORATE GOVERNANCEISSUER3575.0000000.000000FOR3575.000000FORS000005160DENALI CAPITAL ACQUISITION CORP.KYG6256B106810/11/2023The Redemption Limitation Amendment Proposal Amend the Company's amended and restated memorandum and articles of association to eliminate (i) the limitation that the Company may not redeem Public Shares in an amount that would cause the Company's net tangible assets to be less than $5,000,001 and (ii) the limitation that the Company shall not consummate a business combination unless the Company has net tangible assets of at least $5,000,001 immediately prior to, or upon consummation of, or any greater net tangible asset or cash requirement that may be contained in the agreement relating to, such business combination.CAPITAL STRUCTUREISSUER3575.0000000.000000FOR3575.000000FORS000005160DENALI CAPITAL ACQUISITION CORP.KYG6256B106810/11/2023The Adjournment Proposal 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, the Founder Share Amendment Proposal or the Redemption Limitation Amendment Proposal or if the Board of Directors of the Company determines before the extraordinary general meeting that it is not necessary or no longer desirable to proceed with the other proposals.CORPORATE GOVERNANCEISSUER3575.0000000.000000FOR3575.000000FORS000005160PERCEPTION CAPITAL CORP IIIKYG7185D106010/11/2023A proposal to approve, as a special resolution, the change of name of the Company from "Portage Fintech Acquisition Corporation" to "Perception Capital Corp. III" (the "Name Change" and, such proposal, the "Name Change Proposal");CORPORATE GOVERNANCEISSUER837.0000000.000000FOR837.000000FORS000005160PERCEPTION CAPITAL CORP IIIKYG7185D106010/11/2023A proposal, as a special resolution, to amend and restate the Company's amended and restated memorandum and articles of association (the "Articles") in the form set forth in Annex A to the accompanying Proxy Statement (the "Articles Amendment" and, such proposal, the "Articles Amendment Proposal"); andCORPORATE GOVERNANCEISSUER837.0000000.000000FOR837.000000FORS000005160PERCEPTION CAPITAL CORP IIIKYG7185D106010/11/2023A proposal to approve, as an ordinary resolution, the adjournment of the Meeting to a later date or dates or indefinitely, if necessary or convenient, either (x) 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 foregoing proposal or (y) if our board determines before the Meeting that it is not necessary or no longer desirable to proceed with the other proposal (the "Adjournment Proposal").CORPORATE GOVERNANCEISSUER837.0000000.000000FOR837.000000FORS000005160LEO HOLDINGS CORP. IIKYG5463R102010/12/2023The Extension Amendment Proposal - RESOLVED, as a special resolution that: a) Article 49.4(a) of Leo's Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 49.4(a): "In the event that the Company does not consummate a Business Combination upon the date which is the later of (i) 12 November 2023 (or 12 October 2024, if applicable under the provisions of this Article 49.4(a)) and (ii) such later date as may be approved by the Members in accordance with the Articles (in any case, such date being referred to as the "Termination Date"), the Company shall (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 Fund, including interest earned on the Trust Fund (less taxes payable and up to US$100,000 of interest to pay liquidation 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 (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company's remaining Members and the Directors, liquidate and dissolve, subject in the case of sub-articles (ii) and (iii), to its obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. Notwithstanding the foregoing or any other provisions of the Articles in the event that the Company has not consummated a Business Combination within thirty-four months from the closing of the IPO, the Company may, without another shareholder vote, elect to extend the date to consummate the Business Combination on a monthly basis for up to eleven times by an additional one month each time after the thirty-fourth month from the closing of the IPO, by resolution of the Directors, if requested by the Sponsor in writing, and upon five days' advance notice prior to the applicable Termination Date, until forty-five months from the closing of the IPO, provided that the Sponsor (or one or more of its affiliates, members or third-party designees) (the "Lender") will deposit US$240,000 into the Trust Fund for each such monthly extension, for an aggregate deposit of up to US$2,640,000 (if all eleven additional monthly extensions are exercised), in exchange for a non-interest bearing, unsecured promissory note issued by the Company to the Lender. If the Company completes a Business Combination, it will repay the amounts loaned under the promissory note. If the Company does not complete a Business Combination by the applicable Termination Date, such promissory note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven." b) Article 49.4(b) of Leo's Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 49.4(b): "In the event that any amendment is made to Article 49.4 that would affect the substance or timing of the Company's obligation to redeem 100% of the Public Shares if the Company has not consummated an initial Business Combination within thirty-four months (or up to forty-five months, if applicable under the provisions of Article 49.4(a)) after the date of the closing of the IPO, each holder of Public Shares who is not a Founder, officer or Director shall be provided with the opportunity to redeem their Public Shares upon the approval of any such amendment at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Fund, including interest earned on the Trust Fund not previously released to the Company (net of taxes payable), divided by the number of then Public Shares in issue."CORPORATE GOVERNANCEISSUER3513.0000000.000000FOR3513.000000FORS000005160LEO HOLDINGS CORP. IIKYG5463R102010/12/2023The Redemption Limitation Amendment Proposal - RESOLVED, as a special resolution that: a) Article 49.2(b) of Leo's Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 49.2(b): "provide Members with the opportunity to have their Shares repurchased by means of a tender offer for a per-Share repurchase price payable in cash, equal to the aggregate amount then on deposit in the Trust Fund, calculated as of two business days prior to the consummation of a Business Combination, including interest earned on the Trust Fund (net of taxes payable), divided by the number of then Public Shares in issue, provided that the Company shall not be required to repurchase Shares unless the Business Combination to which the tender offer relates is consummated or is being substantially concurrently consummated.CAPITAL STRUCTUREISSUER3513.0000000.000000FOR3513.000000FORS000005160LEO HOLDINGS CORP. IIKYG5463R102010/12/2023The Adjournment Proposal - RESOLVED, as an ordinary resolution, that the adjournment of the Shareholder Meeting to a later date or dates if necessary, (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient Class A ordinary shares, par value $0.0001 per share, and Class B ordinary shares, par value $0.0001 per share, in the capital of Leo represented (either in person or by proxy) at the Shareholder Meeting to approve the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal or (ii) where the board of directors of Leo has determined it is otherwise necessary.CORPORATE GOVERNANCEISSUER3513.0000000.000000FOR3513.000000FORS000005160TWIN RIDGE CAPITAL ACQUISITION CORP.KYG9151L104110/12/2023The Business Combination Proposal: To consider and vote upon a proposal by ordinary resolution to approve the (i) Business Combination Agreement, dated November 29, 2022 (as it may be amended or supplemented from time to time), a copy of which is attached to the accompanying proxy statement/prospectus as Annex A, by and among Twin Ridge Capital Acquisition Corp. ("Twin Ridge"), Carbon Revolution Public Limited Company (formerly known as Poppetell Limited), a public limited company incorporated in Ireland with registered number 607450 ("MergeCo") Carbon Revolution Limited, an Australian public company with Australian Company Number (ACN) 128 274 653 listed on the Australian Securities Exchange ("Carbon Revolution"), and Poppettell Merger Sub, a Cayman Islands exempted company and wholly-owned subsidiary of MergeCo ("Merger Sub"), and (ii) Scheme Implementation Deed, dated November 30, 2022 (as it may be amended and supplemented from time to time) a copy of which is attached to the accompanying proxy statement/ prospectus as Annex B, by and among Twin Ridge, Carbon Revolution and MergeCo, and the consummation of the transactions contemplated thereby be authorized, approved and confirmed in all respects.EXTRAORDINARY TRANSACTIONSISSUER6127.0000000.000000FOR6127.000000FORS000005160TWIN RIDGE CAPITAL ACQUISITION CORP.KYG9151L104110/12/2023The Merger Proposal: To consider and vote upon a proposal by special resolution to approve the Plan of Merger in the form attached to the accompanying proxy statement/prospectus as Annex K, pursuant to which Twin Ridge will merge with and into Merger Sub so that Merger Sub will be the surviving company and all the rights and obligations of Twin Ridge will be assumed by Merger Sub by virtue of such merger pursuant to the Cayman Islands Companies Act (As Revised) of the Cayman Islands, and the consummation of the merger and the remaining transactions contemplated thereby, be authorized, approved and confirmed in all respects; and Twin Ridge be authorized to enter into the Plan of Merger.EXTRAORDINARY TRANSACTIONSISSUER6127.0000000.000000FOR6127.000000FORS000005160TWIN RIDGE CAPITAL ACQUISITION CORP.KYG9151L104110/12/2023The Equity Incentive Plan Proposal: TO consider and vote upon a proposal by ordinary resolution to approve, assuming the Business Combination Proposal and the Merger Proposal are approved and adopted, the Carbon Revolution Public Limited Company 2023 Equity Incentive Plan, a copy of which is attached to the accompanying proxy statement/prospectus as Annex G.COMPENSATIONISSUER6127.0000000.000000FOR6127.000000FORS000005160TWIN RIDGE CAPITAL ACQUISITION CORP.KYG9151L104110/12/2023The Adjournment Proposal: To consider and vote upon a proposal by ordinary resolution to approve the adjournment of the extraordinary general meeting (the "General Meeting") to a later date or dates, if necessary or convenient, (i) to permit further solicitation and vote of proxies for the purpose of obtaining approval of the Business Combination Proposal and the Merger Proposal. (ii) in the absence of a quorum, (iii) to allow reasonable additional time for filing or mailing of any legally required supplement or amendment to the proxy statement/prospectus or (iv) if the holders of Twin Ridge's Class A Ordinary Shares, par value $0.0001, included in the units issued in Twin Ridge's initial public offering have elected to redeem such shares such that either (a) the ordinary shares of MergeCo, par value $0.0001, would not be approved for listing on a U.S. stock exchange or (b) a minimum amount of MergeCo's net tangible assets would not be satisfied at closing.CORPORATE GOVERNANCEISSUER6127.0000000.000000FOR6127.000000FORS000005160NEWCREST MINING LTDAU000000NCM710/13/2023That, Pursuant To And In Accordance With Section 411 Of The Corporations Act 2001 (cth), The Scheme Of Arrangement Proposed Between Newcrest Mining Limited And The Holders Of Its Fully Paid Ordinary Shares As Contained In And More Precisely Described In The Scheme Booklet Of Which The Notice Convening This Meeting Forms Part, Is Agreed To (with Or Without Modification As Approved By The Federal Court Of Australia To Which Newcrest And Newmont Agree)EXTRAORDINARY TRANSACTIONSISSUER2534.0000000.000000FOR2534.000000FORS000005160SOVOS BRANDS INC.84612U107US84612U107910/16/2023A proposal to adopt the Agreement and Plan of Merger, dated as of August 7, 2023 entered into among Sovos Brands, Inc., a Delaware corporation (the "Company"), Campbell Soup Company, a New Jersey corporation ("Campbell") and Premium Products Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Campbell ("Merger Sub"), as may be amended from time to time (the "merger agreement"), pursuant to which Campbell will acquire the Company by means of a merger of Merger Sub with and into the Company, with the Company continuing as the surviving entity following the merger as a wholly owned subsidiary of Campbell.EXTRAORDINARY TRANSACTIONSISSUER18832.0000000.000000FOR18832.000000FORS000005160SOVOS BRANDS INC.84612U107US84612U107910/16/2023A proposal to adjourn the special meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the merger agreement.CORPORATE GOVERNANCEISSUER18832.0000000.000000FOR18832.000000FORS000005160DATA KNIGHTS ACQUISITION CORP.237699103US237699103810/17/2023Proposal 1 - Business Combination Proposal. To adopt and approve an Agreement and Plan of Merger, by and among Data Knights, Data Knights Merger Sub, Inc., OneMedNet Corporation, Data Knights, LLC, as Purchaser Representative, and Paul Casey, as Seller Representative, as set forth in the proxy statement, whereby Merger Sub will merge with and into OneMedNet, with OneMedNet changing its name to OneMedNet Solutions Corp. and continuing as the "Surviving Corporation" and wholly-owned subsidiary of Data Knights (collectively, the "Business Combination").EXTRAORDINARY TRANSACTIONSISSUER3432.0000000.000000FOR3432.000000FORS000005160DATA KNIGHTS ACQUISITION CORP.237699103US237699103810/17/2023Proposal 2 - Nasdaq Proposal. To approve, for purposes of complying with Nasdaq Listing Rules 5635(a) and (b), the issuance of more than 20% of the issued and outstanding Class A common stock and the resulting change in control in connection with the Business Combination.CAPITAL STRUCTUREISSUER3432.0000000.000000FOR3432.000000FORS000005160DATA KNIGHTS ACQUISITION CORP.237699103US237699103810/17/2023Proposal 3 - Charter Amendment Proposal. To adopt and approve the Third Amended and Restated Certificate of Incorporation, as set out in Annex B to the proxy statement/prospectus, which shall become effective upon the closing (the "Closing") of the Business Combination ( the "Charter Amendment Proposal") including (i) the addition of a super majority voting requirement to amend the Surviving Corporation's Bylaws (the "Bylaw Amendment Requirement"), and (ii) the addition of a super majority voting requirement to amend Articles V (Board of Directors), VI (Stockholders), VII(Liability and Indemnification; Corporate Opportunity), VIII (Business Combinations), IX (Exclusive Forum), and Article X (Amendments) of the Third Amended and Restated Certificate of Incorporation (the "Article Amendment Requirement").CORPORATE GOVERNANCEISSUER3432.0000000.000000FOR3432.000000FORS000005160DATA KNIGHTS ACQUISITION CORP.237699103US237699103810/17/2023Proposal 3A - Bylaw Amendment Requirement. To adopt and approve the addition to Data Knights' Certificate of Incorporation of a super majority voting requirement to amend the Surviving Corporation's Bylaws, as contained in the Third Amended and Restated Certificate of Incorporation.CORPORATE GOVERNANCEISSUER3432.0000000.000000FOR3432.000000FORS000005160DATA KNIGHTS ACQUISITION CORP.237699103US237699103810/17/2023Proposal 3B - Article Amendment Requirement. To adopt and approve the addition to Data Knights' Certificate of Incorporation of a super majority voting requirement to amend Articles V (Board of Directors), VI (Stockholders), VII (Liability and Indemnification; Corporate Opportunity), VIII (Business Combinations), IX (Exclusive Forum), and Article X (Amendments) of the Third Amended and Restated Certificate of Incorporation, as contained in the Third Amended and Restated Certificate of Incorporation.CORPORATE GOVERNANCEISSUER3432.0000000.000000FOR3432.000000FORS000005160DATA KNIGHTS ACQUISITION CORP.237699103US237699103810/17/2023Proposal 4 - Director Election Proposal. To vote for the election of the following individuals to serve on the Board of Directors of Data Knights following the Business Combination: Class 1 (to serve until 2023 annual meeting): Erkan AkyuzDIRECTOR ELECTIONSISSUER3432.0000000.000000FOR3432.000000FORS000005160DATA KNIGHTS ACQUISITION CORP.237699103US237699103810/17/2023Proposal 4 - Director Election Proposal. To vote for the election of the following individuals to serve on the Board of Directors of Data Knights following the Business Combination: Class 1 (to serve until 2023 annual meeting): Eric CasaburiDIRECTOR ELECTIONSISSUER3432.0000000.000000FOR3432.000000FORS000005160DATA KNIGHTS ACQUISITION CORP.237699103US237699103810/17/2023Proposal 4 - Director Election Proposal. To vote for the election of the following individuals to serve on the Board of Directors of Data Knights following the Business Combination: Class 1 (to serve until 2023 annual meeting): Robert GoldenDIRECTOR ELECTIONSISSUER3432.0000000.000000FOR3432.000000FORS000005160DATA KNIGHTS ACQUISITION CORP.237699103US237699103810/17/2023Proposal 4 - Director Election Proposal. To vote for the election of the following individuals to serve on the Board of Directors of Data Knights following the Business Combination: Class 2: (to serve until 2024 annual meeting) Paul CaseyDIRECTOR ELECTIONSISSUER3432.0000000.000000FOR3432.000000FORS000005160DATA KNIGHTS ACQUISITION CORP.237699103US237699103810/17/2023Proposal 4 - Director Election Proposal. To vote for the election of the following individuals to serve on the Board of Directors of Data Knights following the Business Combination: Class 2: (to serve until 2024 annual meeting) Dr. Julianne HuhDIRECTOR ELECTIONSISSUER3432.0000000.000000FOR3432.000000FORS000005160DATA KNIGHTS ACQUISITION CORP.237699103US237699103810/17/2023Proposal 4 - Director Election Proposal. To vote for the election of the following individuals to serve on the Board of Directors of Data Knights following the Business Combination: Class 2: (to serve until 2024 annual meeting) Dr. Thomas KosasaDIRECTOR ELECTIONSISSUER3432.0000000.000000FOR3432.000000FORS000005160DATA KNIGHTS ACQUISITION CORP.237699103US237699103810/17/2023Proposal 4 - Director Election Proposal. To vote for the election of the following individuals to serve on the Board of Directors of Data Knights following the Business Combination: Class 3: (to serve until 2025 annual meeting) Dr. Jeffrey YuDIRECTOR ELECTIONSISSUER3432.0000000.000000FOR3432.000000FORS000005160DATA KNIGHTS ACQUISITION CORP.237699103US237699103810/17/2023Proposal 4 - Director Election Proposal. To vote for the election of the following individuals to serve on the Board of Directors of Data Knights following the Business Combination: Class 4: (to serve until 2025 annual meeting) Dr. Christoph ZindelDIRECTOR ELECTIONSISSUER3432.0000000.000000FOR3432.000000FORS000005160DATA KNIGHTS ACQUISITION CORP.237699103US237699103810/17/2023Proposal 5 - Incentive Plan Proposal. To approve and adopt the 2022 Equity Incentive Plan (the "Equity Incentive Plan"), a copy of which is attached to the proxy statement/prospectus as Annex C (the "Incentive Plan Proposal").COMPENSATIONISSUER3432.0000000.000000FOR3432.000000FORS000005160DATA KNIGHTS ACQUISITION CORP.237699103US237699103810/17/2023Proposal 6 - Adjournment Proposal. To adopt and approve a proposal to adjourn the Special Meeting to a later date or dates if necessary to permit further solicitation and vote of proxies if it is determined by Data Knights that more time is necessary or appropriate to approve one or more Proposals at the Special Meeting.CORPORATE GOVERNANCEISSUER3432.0000000.000000FOR3432.000000FORS000005160DATA KNIGHTS ACQUISITION CORP.237699103US237699103810/17/2023Proposal 7 - NTA Amendment Proposal. To consider and vote on an amendment to the Charter, which amendment shall be effective, if adopted and implemented by Data Knights, prior to the consummation of the proposed Business Combination, to remove from the Charter the Redemption Limitation contained under Section 9.2(a) preventing Data Knights from closing a business combination if it would have less than $5,000,0001 of net tangible assets.CAPITAL STRUCTUREISSUER3432.0000000.000000FOR3432.000000FORS000005160TLGY ACQUISITION CORPKYG8656T109410/17/2023Proposal 1 - Charter Amendment Proposal Approve, by way of special resolution, an amendment to the Company's Amended and Restated Memorandum and Articles of Association currently in effect in the form set forth in Annex A of the accompanying Proxy Statement (the "Charter Amendment Proposal") to modify the monthly amount that our Sponsor or its affiliates or designees must deposit into the Trust Account in order to extend the period of time to consummate a business combination by one month, up to seven times (starting from the first date on which such modified extension payment is made), if requested by the Sponsor and accepted by the Company, from the lesser of $0.04 per outstanding share and $200,000 to the lesser of (x) $0.033 per outstanding share and (y) $110,000. Any amount of the $200,000 paid in order to extend the period of time to consummate a Business Combination until November 3, 2023, which is paid but unused (due to an additional extension payment, based on the updated monthly amount, made prior to November 3, 2023) may be deducted, on a pro rata basis, from future extension payments.CORPORATE GOVERNANCEISSUER16100.0000000.000000FOR16100.000000FORS000005160TLGY ACQUISITION CORPKYG8656T109410/17/2023Proposal 2 - Adjournment Proposal Approve, by way of ordinary resolution, the adjournment of the Annual 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 Charter Amendment Proposal, pursuant to the resolution set forth in the Adjournment Proposal in the accompanying Proxy Statement.CORPORATE GOVERNANCEISSUER16100.0000000.000000FOR16100.000000FORS000005160COMPASS DIGITAL ACQUISITION CORP.KYG2476C107810/19/2023Proposal 1 - Extension Amendment Proposal - Amend the Company's amended and restated articles of association an initial amended and restated articles of association to extend the date by which the Company must (i) consummate an initial business combination, (ii) cease all operations except for the purpose of winding up, and (iii) redeem the Company's Class A ordinary shares, from October 19, 2023 to, at the latest July 19, 2024 (such later date as may be subsequently extended) or such earlier date as determined by the Board.CORPORATE GOVERNANCEISSUER8451.0000000.000000FOR8451.000000FORS000005160COMPASS DIGITAL ACQUISITION CORP.KYG2476C107810/19/2023Proposal 2 - Founder Share Amendment Proposal - Amend the Company's amended and restated articles of association to permit for the issuance of Class A ordinary shares to holders of Class B ordinary shares upon the exercise of the right of a holder of the Company's Class B ordinary shares to convert such holder's Class B ordinary shares into Class A ordinary shares on a one-for-one basis at any time and from time to time prior to the closing of an initial business combination at the election of the holder.CAPITAL STRUCTURECORPORATE GOVERNANCEISSUER8451.0000000.000000FOR8451.000000FORS000005160COMPASS DIGITAL ACQUISITION CORP.KYG2476C107810/19/2023Proposal 3 - Adjournment Proposal - 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, the Founder Share Proposal or where the Board has determined it is otherwise necessary.CORPORATE GOVERNANCEISSUER8451.0000000.000000FOR8451.000000FORS000005160TORTOISEECOFIN ACQUISITION CORP. IIIKYG8956E109810/19/2023The Extension Amendment Proposal - RESOLVED, as a special resolution, that the Amended and Restated Memorandum of Association and Articles of Association be amended in the form attached to the proxy statement as Annex A, with immediate effect, in order to extend the date by which the Company has to consummate a Business Combination from October 22, 2023 on a monthly basis up to six (6) times until April 22, 2024 (or such earlier date as determined by the Board).CORPORATE GOVERNANCEISSUER15498.0000000.000000FOR15498.000000FORS000005160TORTOISEECOFIN ACQUISITION CORP. IIIKYG8956E109810/19/2023The Auditor Ratification Proposal - RESOLVED, as an ordinary resolution, that the appointment of WithumSmith+Brown, PC as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2023 be ratified, approved and confirmed in all respects.AUDIT-RELATEDISSUER15498.0000000.000000FOR15498.000000FORS000005160TORTOISEECOFIN ACQUISITION CORP. IIIKYG8956E109810/19/2023The Director Election Proposal - RESOLVED, as an ordinary resolution of the Class B ordinary shares, that the re-election of Thomas D. Hennessy as the first class director of the Board of Directors of the Company to hold office until the 2026 annual general meeting of the Company in accordance with the Amended and Restated Memorandum and Articles of Association of the Company be approved.DIRECTOR ELECTIONSISSUER15498.0000000.000000FOR15498.000000FORS000005160TORTOISEECOFIN ACQUISITION CORP. IIIKYG8956E109810/19/2023The Adjournment Proposal - RESOLVED, as an ordinary resolution, that the adjournment of the extraordinary general meeting in lieu of an annual general meeting to a later date or dates to be determined by the chairman of the extraordinary general meeting in lieu of an annual general meeting, or indefinitely, if necessary or convenient, to permit further solicitation and vote of proxies be confirmed, ratified and approved in all respects.CORPORATE GOVERNANCEISSUER15498.0000000.000000FOR15498.000000FORS000005160EMBRACE CHANGE ACQUISITION CORP.KYG3034H109210/20/2023The Target Amendment Proposal - To approve, as a special resolution, an amendment to Embrace Change's Second Amended and Restated Memorandum and Articles of Association as provided by the first resolution in the form set forth in Annex A to the accompanying proxy statement, to remove the restriction of the Company to undertake an initial business combination with any entity or business based in, or with its principal or a majority of its business operations (either directly or through any subsidiaries) in, the People's Republic of China (including Hong Kong and Macau). A copy of the Amendment is attached to the proxy statement as Annex A.CORPORATE GOVERNANCEISSUER2540.0000000.000000FOR2540.000000FORS000005160EMBRACE CHANGE ACQUISITION CORP.KYG3034H109210/20/2023Director Proposal - To elect, as an ordinary resolution, Hang Zhou to serve as a director until the 2026 annual meeting and until his respective successor has been duly elected and qualified or until his earlier resignation, removal or death.DIRECTOR ELECTIONSISSUER2540.0000000.000000FOR2540.000000FORS000005160EMBRACE CHANGE ACQUISITION CORP.KYG3034H109210/20/2023Auditor Proposal - To ratify, as an ordinary resolution, the appointment of MaloneBailey, LLP, as our independent registered public accounting firm for the year ending December 31, 2023.AUDIT-RELATEDISSUER2540.0000000.000000FOR2540.000000FORS000005160EMBRACE CHANGE ACQUISITION CORP.KYG3034H109210/20/2023The Adjournment Proposal - To authorize, as an ordinary resolution, the Chairman of the Annual General Meeting to adjourn the Annual General Meeting to a later date or dates, from time to time, as the Chairman of the Annual General Meeting may deem necessary or appropriate.CORPORATE GOVERNANCEISSUER2540.0000000.000000FOR2540.000000FORS000005160ESGEN ACQUISITION CORPORATIONKYG3R95N103010/20/2023Extension Proposal - by special resolution to amend the Company's amended and restated memorandum and articles of association to: (i) extend from October 22, 2023 to January 22, 2024 (the "New Extended Date"), the date (the "Termination Date") by which, if the Company has not consummated a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving one or more businesses or entities, the Company must: (a) cease all operations except for the purpose of winding up; (b) as promptly as reasonably possible but not more than ten business days thereafter, redeem the shares sold in the Company's initial public offering (the "Public Shares") (in a redemption that will completely extinguish the rights of the owners of the Public Shares as shareholders (including the right to receive further liquidation distributions, if any)) at a per-share price, payable in cash, equal to (1) the aggregate amount then on deposit in the trust account located in the United States with Continental Stock Transfer & Trust Company acting as trustee ("Trust Account"), including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its income taxes, if any, less up to $100,000 of interest to pay winding up and dissolution expenses (net of any taxes payable), divided by (2) the number of the then-outstanding Public Shares; and (c) as promptly as reasonably possible following such redemption, subject to the approval of the Company's remaining shareholders and the Board, liquidate and dissolve, subject in the case of clauses (b) and (c) to the Company's obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law, and (ii) in the event that the Company has not consummated an initial business combination by the New Extended Date, to allow the Company, by resolution of the board of directors of the Company and, without any approval of the Company's shareholders, upon five days' advance notice prior to the New Extended Date to extend the Termination Date up to six times (with each such extension being upon five days' advance notice), each by one additional month (for a total of up to six additional months to complete a business combination) (each, an "Additional Extension Date"), provided that the Company's sponsor, ESGEN LLC (the "Sponsor") or the Sponsor's affiliates or permitted designees (the "Lenders" and each a "Lender") will deposit into the Trust Account for each Additional Extension Date the lesser of (a) US$35,000 or (b) $0.0175 for each Public Share that is then-outstanding, in exchange for one or more non-interest bearing, unsecured promissory notes issued by the Company to the Lender. If the Company completes its initial business combination, it will, at the option of the Lender, repay the amounts loaned under the promissory note(s) or convert a portion or all of the amounts loaned under such promissory note(s) into warrants at a price of $1.00 per warrant, which warrants will be identical to the private placement warrants, each exercisable to purchase one Class A ordinary share, par value $0.0001 at $11.50 per share, subject to adjustment, at a price of $1.00 per warrant issued to the Sponsor at the time of the Company's initial public offering, If the Company does not complete a business combination by the deadline to consummate an initial business combination, such promissory notes will be repaid only from funds held outside of the Trust Account.CORPORATE GOVERNANCEISSUER9858.0000000.000000FOR9858.000000FORS000005160ESGEN ACQUISITION CORPORATIONKYG3R95N103010/20/2023Conversion Proposal - by special resolution to amend the Company's amended and restated memorandum and articles of association to change certain provisions which restrict the Class B ordinary shares, par value $0.0001, of the Company (the "Class B ordinary shares" and collectively with the Class A ordinary shares, the "Ordinary Shares") from converting to Class A ordinary shares prior to the consummation of an initial business combination.CAPITAL STRUCTURECORPORATE GOVERNANCEISSUER9858.0000000.000000FOR9858.000000FORS000005160ESGEN ACQUISITION CORPORATIONKYG3R95N103010/20/2023The Adjournment Proposal - by ordinary resolution to approve the adjournment of the General Meeting by the chairman thereof to a later date, if necessary, under certain circumstances, to solicit additional proxies for the purpose of approving the Extension Proposal and the Conversion Proposal, to amend the Extension Proposal or the Conversion Proposal, or to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determined in good faith after consultation with outside legal counsel is required under applicable law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company's shareholders prior to the General Meeting; provided that the General Meeting is reconvened as promptly as practical thereafter. The Adjournment Proposal will only be presented at the General Meeting if there are not sufficient tabulated votes to approve the Extension Proposal or the Conversion Proposal.CORPORATE GOVERNANCEISSUER9858.0000000.000000FOR9858.000000FORS000005160EXCELFIN ACQUISITION CORP30069X102US30069X102810/20/2023THE EXTENSION AMENDMENT PROPOSAL - To amend the Company's amended and restated certificate of incorporation to extend the date by with the company must (1) effectuate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses, (2) cease its operations except for the purpose of winding up if it fails to complete such initial business combination, and (3) redeem 100% of the Company's Class A common stock, from October 25, 2023 to April 25, 2024.CORPORATE GOVERNANCEISSUER1983.0000000.000000FOR1983.000000FORS000005160EXCELFIN ACQUISITION CORP30069X102US30069X102810/20/2023THE ADJOURNMENT PROPOSAL - To approve the adjournment of the Special Meeting to a later date or dates, if necessary, (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve one or more proposals presented to stockholders to vote or, (ii) if due to redemptions in connection with the Extension Amendment Proposal, the Company would not adhere to the continued listing requirements of Nasdaq.CORPORATE GOVERNANCEISSUER1983.0000000.000000FOR1983.000000FORS000005160FORBION EUROPEAN ACQUISITION CORP.KYG3619H102010/24/2023Proposal No. 1 - The Business Combination Proposal - to consider and vote upon a proposal to approve and adopt by special resolution the Business Combination Agreement (the "Business Combination Agreement"), dated as of May 16, 2023, by and among FEAC, enGene Inc. a corporation incorporated under the laws of Canada ("enGene"), and enGene Holdings Inc., a corporation incorporated under the laws of Canada ("New enGene"), a copy of which is attached to the accompanying proxy statement/prospectus as Annex A, and the transactions contemplated therein (the "Transactions"), whereby, among other things, FEAC, enGene and New enGene will complete a business combination (the "Business Combination") (we refer to this proposal as the "Business Combination Proposal").EXTRAORDINARY TRANSACTIONSISSUER8640.0000000.000000FOR8640.000000FORS000005160FORBION EUROPEAN ACQUISITION CORP.KYG3619H102010/24/2023Proposal No. 2 - The Governing Documents Proposal - to consider and vote upon a proposal to approve the following material differences between the articles of New enGene to be in effect following the Business Combination (the "Proposed Articles") and FEAC's Current Articles: (i) the name of the new public entity will be "enGene Holdings Inc." as opposed to "Forbion European Acquisition Corp."; (ii) New enGene will have an unlimited number of authorized common shares and an unlimited number of authorized blank cheque preferred shares, as opposed to FEAC having 500,000,000 Class A ordinary shares authorized, 50,000,000 Class B ordinary shares authorized and 5,000,000 preference shares authorized; (iii) New enGene's Proposed Articles would reduce the requisite quorum for a meeting of shareholders from a majority of votes as required under the Current Articles to 33 1/3% of the shares entitled to vote at such meeting; (iv) New enGene's Proposed Articles would include an advance notice provision that requires a nominating shareholder to provide notice to New enGene in advance of a meeting of shareholders should such nominating shareholder wish to nominate a person for election to the board of directors; (v) New enGene's corporate existence will be perpetual as opposed to FEAC's corporate existence terminating if the initial business combination (as defined below) is not consummated by FEAC within a specified period of time; and (vi) New enGene's constitutional documents will not include the various provisions applicable only to special purpose acquisition corporations that FEAC's Current Articles contain (we refer to this proposal as the "Governing Documents Proposal").CORPORATE GOVERNANCEISSUER8640.0000000.000000FOR8640.000000FORS000005160FORBION EUROPEAN ACQUISITION CORP.KYG3619H102010/24/2023Proposal No. 3 - The Nasdaq Proposal - to consider and vote upon a proposal to approve, for purposes of complying with Nasdaq Listing Rule 5635(a), (b) and (d), the issuance of more than 20% of the issued and outstanding FEAC Class A Shares and the resulting change in control in connection with the Business Combination (we refer to this proposal as the "Nasdaq Proposal").CAPITAL STRUCTUREISSUER8640.0000000.000000FOR8640.000000FORS000005160FORBION EUROPEAN ACQUISITION CORP.KYG3619H102010/24/2023Proposal No. 4 - The Incentive Equity Plan Proposal - to consider and vote upon a proposal to approve the enGene Holdings Inc. 2023 Incentive Equity Plan (we refer to this proposal as the "Incentive Equity Plan Proposal").COMPENSATIONISSUER8640.0000000.000000FOR8640.000000FORS000005160FORBION EUROPEAN ACQUISITION CORP.KYG3619H102010/24/2023Proposal No. 5 - The Adjournment Proposal - to consider and vote upon a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, any of the condition precedent proposals would not be duly approved and adopted by FEAC Shareholders or we determine that one or more of the closing conditions under the Business Combination Agreement is not satisfied or waived (we refer to this proposal as the "Adjournment Proposal").CORPORATE GOVERNANCEISSUER8640.0000000.000000FOR8640.000000FORS000005160CAPRI HOLDINGS LIMITEDVGG1890L107610/25/2023To adopt a resolution authorizing the Agreement and Plan of Merger, dated as of August 10, 2023, by and among Capri Holdings Limited, Tapestry, Inc., and Sunrise Merger Sub, Inc. (as it may be amended from time to time, the "Merger Agreement").EXTRAORDINARY TRANSACTIONSISSUER12733.0000000.000000FOR12733.000000FORS000005160CAPRI HOLDINGS LIMITEDVGG1890L107610/25/2023To approve, on an advisory (nonbinding) basis, the compensation that may be paid or become payable to Capri Holdings Limited's named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement.SECTION 14A SAY-ON-PAY VOTESISSUER12733.0000000.000000FOR12733.000000FORS000005160CAPRI HOLDINGS LIMITEDVGG1890L107610/25/2023To approve, on an advisory (nonbinding) basis, the compensation that may be paid or become payable to Capri Holdings Limited's named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement.SECTION 14A SAY-ON-PAY VOTESISSUER12733.0000000.000000FOR12733.000000FOR1S000005160CAPRI HOLDINGS LIMITEDVGG1890L107610/25/2023To approve any adjournment of the special meeting of shareholders of Capri Holdings Limited (the "Special Meeting"), if necessary or appropriate, including to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.CORPORATE GOVERNANCEISSUER12733.0000000.000000FOR12733.000000FORS000005160CHENGHE ACQUISITION I CO.KYG5380L105910/25/2023PROPOSAL 1. THE EXTENSION AMENDMENT PROPOSAL - TO APPROVE, AS A SPECIAL RESOLUTION, THE AMENDMENT OF THE COMPANY'S AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION (AS AMENDED BY A SPECIAL RESOLUTION OF THE COMPANY'S SHAREHOLDERS ON APRIL 13, 2023, THE "ARTICLES") IN THE FORM SET FORTH IN ANNEX A OF THE ACCOMPANYING PROXY STATEMENT TO EXTEND THE DATE BY WHICH THE COMPANY MUST CONSUMMATE A MERGER, SHARE EXCHANGE, ASSET ACQUISITION, SHARE PURCHASE, REORGANIZATION OR SIMILAR BUSINESS COMBINATION WITH ONE OR MORE BUSINESSES OR ENTITIES FROM OCTOBER 27, 2023 TO JANUARY 27, 2024 FOR A DEPOSIT OF, THE LESSER OF (A) $240,000 AND (B) $0.06 FOR EACH OF THE COMPANY'S CLASS A ORDINARY SHARE NOT ELECTED TO BE REDEEMED IMMEDIATELY AFTER THE EXTRAORDINARY GENERAL MEETING; AND TO ALLOW THE COMPANY TO FURTHER EXTEND THE TERMINATION DATE WITHOUT THE NEED FOR ANY FURTHER APPROVAL OF THE COMPANY'S SHAREHOLDERS, BY RESOLUTIONS OF THE BOARD OF THE COMPANY, UP TO 9 TIMES, EACH TIME BY ONE MONTH, FROM JANUARY 27, 2024, UP TO OCTOBER 27, 2024, FOR THE DEPOSIT OF THE LESSER OF (A) $80,000 AND (B) $0.02 FOR EACH OF THE COMPANY'S CLASS A ORDINARY SHARE NO NOT ELECTED TO BE REDEEMED IMMEDIATELY AFTER THE EXTRAORDINARY GENERAL MEETING.CORPORATE GOVERNANCEISSUER10798.0000000.000000FOR10798.000000FORS000005160CHENGHE ACQUISITION I CO.KYG5380L105910/25/2023PROPOSAL 2. THE TRUST AMENDMENT PROPOSAL - TO APPROVE, BY THE AFFIRMATIVE VOTE OF THE HOLDERS OF AT LEAST SIXTY-FIVE PERCENT (65%) OF THE ISSUED AND OUTSTANDING SHARES OF THE COMPANY WHO ATTEND AND VOTE AT THE EXTRAORDINARY GENERAL MEETING, THE AMENDMENT OF THE INVESTMENT MANAGEMENT TRUST AGREEMENT DATED JANUARY 24, 2022 (AS AMENDED ON APRIL 13, 2023) BY AND BETWEEN THE COMPANY AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY IN THE FORM SET FORTH IN ANNEX B OF THE ACCOMPANYING PROXY STATEMENT TO (I) REFLECT THE EXTENSION AND (II) ALLOW THE COMPANY TO MAINTAIN ANY REMAINING AMOUNT IN ITS TRUST ACCOUNT IN AN INTEREST BEARING DEMAND DEPOSIT ACCOUNT AT A BANK.CORPORATE GOVERNANCEISSUER10798.0000000.000000FOR10798.000000FORS000005160CHENGHE ACQUISITION I CO.KYG5380L105910/25/2023PROPOSAL 3. THE NAME CHANGE PROPOSAL - TO APPROVE, AS A SPECIAL RESOLUTION, THE NAME OF THE COMPANY TO BE CHANGED FROM LATAM GROWTH SPAC TO CHENGHE ACQUISITION I CO.CORPORATE GOVERNANCEISSUER10798.0000000.000000FOR10798.000000FORS000005160CHENGHE ACQUISITION I CO.KYG5380L105910/25/2023PROPOSAL 4. THE ADJOURNMENT PROPOSAL - TO APPROVE, AS AN ORDINARY RESOLUTION, THE ADJOURNMENT OF THE EXTRAORDINARY GENERAL MEETING TO A LATER DATE OR DATES, IF NECESSARY, EITHER (X) TO PERMIT FURTHER SOLICITATION AND VOTE OF PROXIES IF, BASED UPON THE TABLULATED VOTE AT THE TIME OF THE EXTRAORDINARY GENERAL MEETING, THERE ARE INSUFFICIENT VOTES FOR, OR OTHERWISE IN CONENCTION WITH, THE APPROVAL OF ANY OF THE FOREGOING PROPOSALS OR (Y) IF THE HOLDERS OF THE PUBLIC SHARES HAVE ELECTED TO REDEEM AN AMOUNT OF SHARES IN CONNECTION WITH ANY OF THE FOREGOING PROPOSALS SUCH THAT THE COMPANY WOULD NOT ADHERE TO THE CONTINUED LISTING REQUIREMENTS OF THE NASDAQ STOCK MARKET LLC.CORPORATE GOVERNANCEISSUER10798.0000000.000000FOR10798.000000FORS000005160METAL SKY STAR ACQUISITION CORP.KYG6053N105110/30/2023Extension Proposal. Amend Metal Sky Star's Amended and Restated Memorandum and Articles of Association to extend the date by which Metal Sky Star must consummate its initial business combination to August 5, 2024, by amending the Amended and Restated Memorandum and Articles of Association to delete the existing Section 36.2 thereof and replacing it with the new Section 36.2 in the form set forth in Annex A of the accompanying proxy statement.CORPORATE GOVERNANCEISSUER9486.0000000.000000FOR9486.000000FORS000005160METAL SKY STAR ACQUISITION CORP.KYG6053N105110/30/2023Trust Amendment Proposal. Amend the Investment Management Trust Agreement, dated March 30, 2022 (the "Trust Agreement"), by and between the Metal Sky Star, Wilmington Trust, N.A., as trustee, and Vstock Transfer LLC, to reflect the Extension Proposal.CORPORATE GOVERNANCEISSUER9486.0000000.000000FOR9486.000000FORS000005160METAL SKY STAR ACQUISITION CORP.KYG6053N105110/30/2023Adjournment Proposal To direct the chairman of the Extraordinary General Meeting to adjourn the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, there are not sufficient votes to approve Proposals 1 and 2.CORPORATE GOVERNANCEISSUER9486.0000000.000000FOR9486.000000FORS000005160SDCL EDGE ACQUISITION CORPORATIONKYG79471101310/30/2023Proposal No. 1 - The Extension Proposal - a proposal, by special resolution, to amend the Company's Amended and Restated Memorandum and Articles of Association (the "Charter") pursuant to an amendment to the Charter in the form set forth in Annex A of the accompanying proxy statement to extend the date by which the Company must (1) consummate a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (an "initial business combination") or (2) (i) cease its operations except for the purpose of winding up if it fails to complete such initial business combination and (ii) redeem all of the Class A ordinary shares, par value $0.0001 per share, of the Company included as part of the units sold in the Company's initial public offering that was consummated on November 2, 2021, from November 2, 2023 to March 2, 2024 (the "Extended Date") and to allow the board of directors of the Company (the "Board"), without another shareholder vote, to elect to further extend the date to consummate an initial business combination after the Extended Date up to four times, by an additional month each time, upon two days' advance notice prior to the applicable deadline, up to July 2, 2024 (the "Extension Proposal");CORPORATE GOVERNANCEISSUER21385.0000000.000000FOR21385.000000FORS000005160SDCL EDGE ACQUISITION CORPORATIONKYG79471101310/30/2023Proposal No. 2- The Adjournment Proposal - as an ordinary resolution, to approve the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary or convenient, 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 Proposal (the "Adjournment Proposal"), which will only be presented at the Extraordinary General Meeting if, based on the tabulated votes, there are not sufficient votes at the time of the Extraordinary General Meeting to approve the Extension Proposal, in which case, the Adjournment Proposal will be the only proposal presented at the Extraordinary General Meeting.CORPORATE GOVERNANCEISSUER21385.0000000.000000FOR21385.000000FORS000005160ARES ACQUISITION CORPORATIONKYG33032106110/31/2023Proposal No. 1 - The Business Combination Proposal - To consider and vote upon a proposal to approve by ordinary resolution the Business Combination Agreement, dated as of December 5, 2022, attached to this proxy statement/prospectus as Annex A-1 (the "Original Business Combination Agreement"), as amended by the First Amendment to Business Combination Agreement, dated as of June 11, 2023, attached to this proxy statement/prospectus as Annex A-2 (the "First Amendment to Business Combination Agreement") as further amended by the Second Amendment to Business Combination Agreement, dated as of September 12, 2023, attached to this proxy statement/prospectus as Annex A-3 (the "Second Amendment to Business Combination Agreement") (as the same may be further amended, the "Business Combination Agreement"), among AAC, X-Energy Reactor Company, LLC, a Delaware limited liability company ("X-energy") and, solely for purposes of Section 1.01(f), Section 6.25 and Article IX of the Business Combination Agreement, each of the Series A Parties (as defined in this proxy statement/prospectus), and X-Energy Management, LLC, a Delaware limited liability company ("Management LLC"), pursuant to which, at the closing of the transactions contemplated by the Business Combination Agreement (the "Closing") and following the Domestication (as defined below): (a) AAC will acquire equity securities of and become the managing member of X-energy OpCo; (b) Management LLC will contribute all of its X-energy OpCo Common Units to AAC in exchange for an equal number of shares of New X-energy Class A Common Stock (as defined below) and all of its Earn Out Units for an equal number of shares of New X-energy Class A Common Stock subject to vesting terms identical to the Earn Out Units ("Earn Out Shares") (the "Management LLC Exchange"); (c) each of the Series A Parties will contribute a portion of their respective X-energy OpCo Common Units to AAC in exchange for an equal number of shares of New X-energy Class D Common Stock (as defined below) (the "Series A Parties Exchange" and the Management LLC Exchange and the Series A Parties Exchange, collectively, the "Closing Equity Exchange"); and (d) AAC will issue equity securities to the members of X-energy prior to the Closing ("X-energy Members") (such transactions and the Domestication (as defined below) together with the other transactions contemplated by the Business Combination Agreement, the "Business Combination"), resulting in a combined company organized in an umbrella partnership C corporation ("Up-C") structure in which substantially all of the assets and the business of the combined company will be held by X-energy OpCo as described in more detail in the accompanying proxy statement/prospectus. We refer to this proposal as the "Business Combination Proposal."EXTRAORDINARY TRANSACTIONSISSUER54854.0000000.000000FOR54854.000000FORS000005160ARES ACQUISITION CORPORATIONKYG33032106110/31/2023Proposal No. 2 - The Domestication Proposal - To consider and vote upon a proposal to approve, by special resolution, a change in the corporate structure and domicile of AAC, which will be accomplished by continuation of AAC from an exempted company incorporated in accordance with the laws of the Cayman Islands to a corporation incorporated under the laws of the State of Delaware (the "Domestication"). The Domestication will be effected at least one day prior to the Closing by AAC filing a certificate of corporate domestication and the proposed new certificate of incorporation of New X-energy (the "Proposed Certificate of Incorporation") with the Delaware Secretary of State and filing an application to de-register with the Registrar of Companies of the Cayman Islands. Upon the effectiveness of the Domestication, AAC will become a Delaware corporation and will change its corporate name to "X-Energy, Inc." ("New X-energy") and all outstanding securities of AAC will convert to outstanding securities of New X-energy, as described in more detail in the accompanying proxy statement/prospectus. We refer to this proposal as the "Domestication Proposal."EXTRAORDINARY TRANSACTIONSCORPORATE GOVERNANCEISSUER54854.0000000.000000FOR54854.000000FORS000005160ARES ACQUISITION CORPORATIONKYG33032106110/31/2023Proposal No. 3 - The Stock Issuance Proposal - (a) To consider and vote upon a proposal to approve by ordinary resolution for purposes of complying with the applicable provisions of NYSE listing standards; (b) the issuance of Series A convertible preferred stock of New X-energy, par value $0.0001 per share ("Series A Preferred Stock") issuable to (i) the PIPE Investor pursuant to the Preferred Stock PIPE Subscription Agreement (each as defined in the accompanying proxy statement/prospectus), (ii) the Series C-2 Investors pursuant to the Series C-2 Notes (each as defined in the accompanying proxy statement/prospectus), (iii) the Series C-1 Investors pursuant to the Series C-1 Notes (each as defined in the accompanying proxy statement/prospectus); (iv) Ghaffarian Enterprises, LLC pursuant to the Founder Letter Agreement (as defined in the accompanying proxy statement/prospectus) and (v) any other persons pursuant to subscription, purchase or similar agreements we may enter into prior to Closing; and (c) the issuance of New X-energy Common Stock (as defined below) and securities convertible into or exercisable for New X-energy Common Stock to (i) the PIPE Investor pursuant to the PIPE Commitment, if Series A Preferred Stock is issued; (ii) Series C-2 Investors pursuant to the Series C-2 Notes; (iii) the X-energy Members pursuant to the Business Combination Agreement; and (iv) any other persons pursuant to subscription, purchase or similar agreements we may enter into prior to Closing. We refer to this proposal as the "Stock Issuance Proposal."CAPITAL STRUCTUREISSUER54854.0000000.000000FOR54854.000000FORS000005160ARES ACQUISITION CORPORATIONKYG33032106110/31/2023Proposal No. 4 - The Cayman Charter Amendment Proposal - To consider and vote upon a proposal to approve by special resolution amendments to AAC's amended and restated articles of association (as amended from time to time, the "Cayman Constitutional Documents"), attached to this proxy statement/prospectus as Annex B, to amend, in connection with the Business Combination, the timing of (A) the conversion of the AAC Class B Ordinary Shares into AAC Class A Ordinary Shares and (B) the cash payments to be made by AAC in connection with the redemption of the AAC Class A Ordinary Shares. We refer to this proposal as the "Cayman Charter Amendment Proposal."CORPORATE GOVERNANCEISSUER54854.0000000.000000FOR54854.000000FORS000005160ARES ACQUISITION CORPORATIONKYG33032106110/31/2023Proposal No. 5 - The Organizational Documents Proposal - To consider and vote upon a proposal to approve by special resolution the Proposed Certificate of Incorporation and the proposed new by-laws (the "Proposed By-Laws" and, together with the Proposed Certificate of Incorporation, the "Proposed Organizational Documents") of New X-energy in connection with the Business Combination. We refer to this proposal as the "Organizational Documents Proposal" and, collectively with the Business Combination Proposal, the Domestication Proposal and the Stock Issuance Proposal, the "Condition Precedent Proposals." The form of each of the Proposed Certificate of Incorporation and the Proposed By-Laws is attached to the accompanying proxy statement/prospectus as Annex C and Annex D, respectively.CORPORATE GOVERNANCEISSUER54854.0000000.000000FOR54854.000000FORS000005160ARES ACQUISITION CORPORATIONKYG33032106110/31/2023Proposal No. 6 - The Advisory Organizational Documents Proposals - To consider and vote upon the following seven separate proposals (collectively, the "Advisory Organizational Documents Proposals") to approve on an advisory non-binding basis by special resolution the following material differences between the Cayman Constitutional Documents and the Proposed Organizational Documents: Advisory Organizational Documents Proposal 6A - Under the Proposed Organizational Documents, New X-energy would be authorized to issue (A) 1,000,000,000 shares of Class A common stock, par value $0.0001 per share ("New X-energy Class A Common Stock"), (B) 100,000,000 shares of Class B common stock, par value $0.0001 per share ("New X-energy Class B Common Stock"), (C) 150,000,000 shares of Class C common stock, par value $0.0001 per share ("New X-energy Class C Common Stock"), (D) 50,000,000 shares of Class D common stock, par value $0.0001 per share ("New X-energy Class D Common Stock" and collectively with New X-energy Class A Common Stock, New X-energy Class B Common Stock, New X-energy Class C Common Stock, the "New X-energy Common Stock") and (E) 25,000,000 shares of New X-energy Preferred Stock, par value $0.0001 per share.CAPITAL STRUCTUREISSUER54854.0000000.000000FOR54854.000000FORS000005160ARES ACQUISITION CORPORATIONKYG33032106110/31/2023Proposal No. 6 - The Advisory Organizational Documents Proposals - To consider and vote upon the following seven separate proposals (collectively, the "Advisory Organizational Documents Proposals") to approve on an advisory non-binding basis by special resolution the following material differences between the Cayman Constitutional Documents and the Proposed Organizational Documents: Advisory Organizational Documents Proposal 6B - The Proposed Organizational Documents would authorize a multiple class common stock structure pursuant to which the holders of New X-energy Class A Common Stock and New X-energy Class B Common Stock will be entitled to one vote per share and holders of New X-energy Class C Common Stock and New X-energy Class D Common Stock will be entitled to ten votes per share.CAPITAL STRUCTUREISSUER54854.0000000.000000FOR54854.000000FORS000005160ARES ACQUISITION CORPORATIONKYG33032106110/31/2023Proposal No. 6 - The Advisory Organizational Documents Proposals - To consider and vote upon the following seven separate proposals (collectively, the "Advisory Organizational Documents Proposals") to approve on an advisory non-binding basis by special resolution the following material differences between the Cayman Constitutional Documents and the Proposed Organizational Documents: Advisory Organizational Documents Proposal 6C - The Proposed Organizational Documents would adopt a provision providing that each outstanding share of New X-energy Class C Common Stock shall automatically convert into one share of New X-energy Class B Common Stock and each outstanding share of New X-energy Class D Common Stock shall automatically convert into one share of New X-energy Class A Common Stock upon the earliest to occur of (i) the date that is ten years from the effectiveness of the Proposed Certificate of Incorporation and (ii) the first date when the Permitted Class C Owners and the Permitted Class D Owners (as defined in the Proposed Certificate of Incorporation) collectively cease to own, in the aggregate, at least 25.0% of the number of shares of New X-energy Class C Common Stock and New X-energy Class D Common Stock issued and collectively held by the Permitted Class C Owners and the Permitted Class D Owners (adjusted as appropriate to reflect any stock splits, reverse stock splits, stock dividends (including any dividend or distribution of securities convertible into New X-energy Common Stock), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change or transaction) as of immediately following the Closing.CAPITAL STRUCTUREISSUER54854.0000000.000000FOR54854.000000FORS000005160ARES ACQUISITION CORPORATIONKYG33032106110/31/2023Proposal No. 6 - The Advisory Organizational Documents Proposals - To consider and vote upon the following seven separate proposals (collectively, the "Advisory Organizational Documents Proposals") to approve on an advisory non-binding basis by special resolution the following material differences between the Cayman Constitutional Documents and the Proposed Organizational Documents: Advisory Organizational Documents Proposal 6D - The Proposed Organizational Documents would adopt (a) Delaware as the exclusive forum for certain stockholder litigation and (b) the federal district courts of the U.S. as the exclusive forum for the resolution of any complaint asserting a cause of action arising under the U.S. Securities Act of 1933, as amended (the "Securities Act").SHAREHOLDER RIGHTS AND DEFENSESCORPORATE GOVERNANCEISSUER54854.0000000.000000FOR54854.000000FORS000005160ARES ACQUISITION CORPORATIONKYG33032106110/31/2023Proposal No. 6 - The Advisory Organizational Documents Proposals - To consider and vote upon the following seven separate proposals (collectively, the "Advisory Organizational Documents Proposals") to approve on an advisory non-binding basis by special resolution the following material differences between the Cayman Constitutional Documents and the Proposed Organizational Documents: Advisory Organizational Documents Proposal 6E - The Proposed Certificate of Incorporation would require the affirmative vote of at least two-thirds of the voting power of the outstanding New X-energy Common Stock to amend, alter, change or repeal any provision of the Proposed Certificate of Incorporation, other than Articles I (Name), II (Registered Address), and III (Nature of Business), which would require the affirmative vote of at least a majority of the voting power of the outstanding New X-energy Common Stock, voting together as a single class.CORPORATE GOVERNANCEISSUER54854.0000000.000000FOR54854.000000FORS000005160ARES ACQUISITION CORPORATIONKYG33032106110/31/2023Proposal No. 6 - The Advisory Organizational Documents Proposals - To consider and vote upon the following seven separate proposals (collectively, the "Advisory Organizational Documents Proposals") to approve on an advisory non-binding basis by special resolution the following material differences between the Cayman Constitutional Documents and the Proposed Organizational Documents: Advisory Organizational Documents Proposal 6F - The Proposed Organizational Documents would permit the removal of a director only for cause and only by the affirmative vote of at least two-thirds of the total voting power of all then-outstanding shares of New X-energy.SHAREHOLDER RIGHTS AND DEFENSESISSUER54854.0000000.000000FOR54854.000000FORS000005160ARES ACQUISITION CORPORATIONKYG33032106110/31/2023Proposal No. 6 - The Advisory Organizational Documents Proposals - To consider and vote upon the following seven separate proposals (collectively, the "Advisory Organizational Documents Proposals") to approve on an advisory non-binding basis by special resolution the following material differences between the Cayman Constitutional Documents and the Proposed Organizational Documents: Advisory Organizational Documents Proposal 6G - The Proposed Organizational Documents would provide that for so long as New X-energy qualifies as a controlled company under applicable NYSE rules, any action required or permitted to be taken by the holders of New X-energy Common Stock may be taken without a meeting if signed by the holders having not less than the minimum number of votes necessary to authorize such action at a meeting at which all shares entitled to vote thereon were present and voted in compliance with the General Corporation Law of the State of Delaware (the "DGCL"). From and after the date that New X-energy ceases to qualify as a controlled company, the Proposed Organizational Documents will require stockholders to take action at an annual or special meeting and prohibit stockholder action by written consent in lieu of a meeting.CORPORATE GOVERNANCEISSUER54854.0000000.000000FOR54854.000000FORS000005160ARES ACQUISITION CORPORATIONKYG33032106110/31/2023Proposal No. 7 - The Incentive Plan Proposal - To consider and vote upon a proposal to approve by ordinary resolution the New X-energy Incentive Plan. We refer to this proposal as the "Incentive Plan Proposal."COMPENSATIONISSUER54854.0000000.000000FOR54854.000000FORS000005160ARES ACQUISITION CORPORATIONKYG33032106110/31/2023Proposal No. 8 - The Director Election Proposal - To consider and vote upon a proposal to approve by ordinary resolution the election of directors to serve on the New X-energy board of directors until their respective successors are duly elected and qualified. We refer to this proposal as the "Director Election Proposal."DIRECTOR ELECTIONSISSUER54854.0000000.000000FOR54854.000000FORS000005160ARES ACQUISITION CORPORATIONKYG33032106110/31/2023Proposal No. 9 - The Adjournment Proposal - To consider and vote upon a proposal to approve by 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 one or more proposals at the extraordinary general meeting. We refer to this proposal as the "Adjournment Proposal."CORPORATE GOVERNANCEISSUER54854.0000000.000000FOR54854.000000FORS000005160DENBURY INC.24790A101US24790A101610/31/2023The Merger Agreement Proposal: To approve and adopt the Agreement and Plan of Merger, dated July 13, 2023, pursuant to which, among other things, EMPF Corporation, a wholly owned subsidiary of Exxon Mobil Corporation ("ExxonMobil"), will merge with and into Denbury Inc. ("Denbury"), and each outstanding share of Denbury common stock, par value $0.001 per share, will be converted into the right to receive 0.840 shares of ExxonMobil common stock, without par value (the "Merger"); andEXTRAORDINARY TRANSACTIONSISSUER6493.0000000.000000FOR6493.000000FORS000005160DENBURY INC.24790A101US24790A101610/31/2023The Advisory Compensation Proposal: To approve, on an advisory (non-binding) basis, certain compensation that may be paid or become payable to Denbury's named executive officers in connection with the Merger.SECTION 14A SAY-ON-PAY VOTESISSUER6493.0000000.000000FOR6493.000000FORS000005160DENBURY INC.24790A101US24790A101610/31/2023The Advisory Compensation Proposal: To approve, on an advisory (non-binding) basis, certain compensation that may be paid or become payable to Denbury's named executive officers in connection with the Merger.SECTION 14A SAY-ON-PAY VOTESISSUER6493.0000000.000000FOR6493.000000FOR1S000005160NEW RELIC, INC.64829B100US64829B100811/01/2023To consider and vote on the proposal to adopt the Agreement and Plan of Merger, dated as of July 30, 2023, (the "Merger Agreement"), by and among Crewline Buyer, Inc., Crewline Merger Sub, Inc., and New Relic, Inc. ("New Relic").EXTRAORDINARY TRANSACTIONSISSUER2156.0000000.000000FOR2156.000000FORS000005160NEW RELIC, INC.64829B100US64829B100811/01/2023To consider and vote on the proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to New Relic's named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement.SECTION 14A SAY-ON-PAY VOTESISSUER2156.0000000.000000FOR2156.000000FORS000005160NEW RELIC, INC.64829B100US64829B100811/01/2023To consider and vote on the proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to New Relic's named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement.SECTION 14A SAY-ON-PAY VOTESISSUER2156.0000000.000000FOR2156.000000FOR1S000005160NEW RELIC, INC.64829B100US64829B100811/01/2023To adjourn the Special Meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.CORPORATE GOVERNANCEISSUER2156.0000000.000000FOR2156.000000FORS000005160ARES ACQUISITION CORPORATIONKYG33032106111/02/2023Proposal No. 1 - Extension Amendment Proposal - To amend, by way of special resolution, AAC's amended and restated memorandum and articles of association (as amended, the "Memorandum and Articles of Association") pursuant to an amendment in the form set forth on Annex A to the accompanying proxy statement to extend the date by which AAC has to consummate a business combination (the "Charter Extension") from November 6, 2023 to December 22, 2023 (the "Charter Extension Date"), or such earlier date as AAC's board of directors (the "Board") may approve in accordance with the Memorandum and Articles of Association (the "Extension Amendment Proposal"); andCORPORATE GOVERNANCEISSUER54854.0000000.000000FOR54854.000000FORS000005160ARES ACQUISITION CORPORATIONKYG33032106111/02/2023Proposal No. 2 - Adjournment Proposal - To adjourn the Shareholder Meeting to a later date or dates or indefinitely, if necessary, either: (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient Class A ordinary shares, par value $0.0001 per share (the "Class A Ordinary Shares"), and Class B ordinary shares, par value $0.0001 per share (the "Class B Ordinary Shares" and, together with the Class A Ordinary Shares, the "Ordinary Shares"), in the capital of AAC represented (either in person, virtually or by proxy) to constitute a quorum necessary to conduct business at the Shareholder Meeting to approve the Extension Amendment Proposal, or (ii) the Board determines before the Shareholder Meeting that it is not necessary or no longer desirable to proceed with the other proposals (the "Adjournment Proposal").CORPORATE GOVERNANCEISSUER54854.0000000.000000FOR54854.000000FORS000005160INTEGRAL ACQUISITION CORPORATION 145827K101US45827K101611/02/2023Proposal 1 - Second Extension Amendment Proposal: Amend the Company's amended and restated certificate of incorporation to extend the date by which the Company has to consummate a Business Combination from November 3, 2023 to November 5, 2024 or such earlier date as determined by the Company's board of directors in its sole discretion.CORPORATE GOVERNANCEISSUER1454.0000000.000000FOR1454.000000FORS000005160INTEGRAL ACQUISITION CORPORATION 145827K101US45827K101611/02/2023Proposal 2 - Founder Share Amendment Proposal: Amend the Company's amended and restated certificate of incorporation to grant holders of the Company's Class B common stock the right to convert such shares into the Company's Class A common stock on a one-for-one basis prior to the closing of a business combination.CAPITAL STRUCTURECORPORATE GOVERNANCEISSUER1454.0000000.000000FOR1454.000000FORS000005160INTEGRAL ACQUISITION CORPORATION 145827K101US45827K101611/02/2023Proposal 3 - Director Election Proposal: To re-elect Lynne Thornton as a Class I director until the annual meeting of the Company to be held in 2026 or until her successor is elected and qualified.DIRECTOR ELECTIONSISSUER1454.0000000.000000FOR1454.000000FORS000005160INTEGRAL ACQUISITION CORPORATION 145827K101US45827K101611/02/2023Proposal 4 - Adjournment Proposal: Adjourn the Meeting to a later date or dates, if necessary, (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Meeting, there are insufficient shares of Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Meeting or in the event that there are insufficient votes for, or otherwise in connection with, the approval of the other Proposals or (ii) if holders of Class A Common Stock have elected to redeem an amount of shares in connection with the Second Extension Amendment Proposal such that the Company would not adhere to the continued listing requirements of the Nasdaq Stock Market LLC.CORPORATE GOVERNANCEISSUER1454.0000000.000000FOR1454.000000FORS000005160ABCAM PLC000380204US000380204011/06/2023Approval of the Scheme of ArrangementEXTRAORDINARY TRANSACTIONSISSUER24863.0000000.000000FOR57279.000000FORS000005160ABCAM PLC000380204US000380204011/06/2023That The Scheme Of Arrangement To Effect The Acquisition By Danaher Corporation (or One Of Its Affiliates) Of Shares In The Company At A Price Equal To $24.00 Per Share, Such Scheme Of Arrangement As More Particularly Described In A Circular Published Or To Be Published By The Company (such Scheme Of Arrangement In Its Original Form Or With Or Subject To Any Modification, Addition Or Condition Made Thereto In Accordance With Applicable Law) (the Scheme ).EXTRAORDINARY TRANSACTIONSISSUER0.0000000.000000S000005160ABCAM PLC000380204US000380204011/06/2023To implement the Scheme, as set out in the Notice of General Meeting, including authorising the Company's directors to take all such action as they may consider necessary or appropriate for carrying the Scheme into effect and the amendment to the articles of association of the Company as set out in the Notice of General MeetingEXTRAORDINARY TRANSACTIONSISSUER24863.0000000.000000FOR57279.000000FORS000005160CARTESIAN GROWTH CORP. IIKYG19305112811/06/2023The Extension Proposal As a special resolution, to amend the Company's Amended and Restated Memorandum and Articles of Association (the "Charter") pursuant to an amendment to the Charter in the form set forth in Annex A of the accompanying proxy statement to extend the date by which the Company must (1) effect a merger, share exchange, asset acquisition, share purchase, or reorganization or engaging in any other similar business combination with one or more businesses or entities, which we refer to as our initial business combination, (2) cease its operations except for the purpose of winding up if it fails to complete such initial business combination, and (3) redeem all of the Class A ordinary shares, par value $0.0001 per share, of the Company ("Class A Ordinary Shares"), included as part of the units sold in the Company's initial public offering that was consummated on May 10, 2022 (the "IPO") if it fails to complete such initial business combination, from November 10, 2023 (the "Current Termination Date") to up to November 10, 2024, by electing to extend the date to consummate an initial business combination on a monthly basis for up to twelve (12) times by an additional one month each time, unless the closing of the Company's initial business combination has occurred (such applicable later date, the "Extended Date and such proposal, the "Extension Proposal"), without the need for any further approval of the Company's shareholders, provided that CGC II Sponsor LLC (the "Sponsor") (or its affiliates or permitted designees) will deposit into the trust account established in connection with the IPO (the "trust account") for each such one-month extension (the "Extension Payment") the lesser of (a) an aggregate of $150,000 and (b) $0.02 per public share that remains outstanding and is not redeemed prior to any such one-month extension, unless the closing of the Company's initial business combination has occurred, in exchange for a non- interest bearing promissory note payable upon consummation of an initial business combination.CORPORATE GOVERNANCEISSUER4671.0000000.000000FOR4671.000000FORS000005160CARTESIAN GROWTH CORP. IIKYG19305112811/06/2023The Adjournment Proposal As 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 Proposal (the "Adjournment Proposal"), which will only be presented at the Extraordinary General Meeting if, based on the tabulated votes, there are not sufficient votes at the time of the Extraordinary General Meeting to approve the Extension Proposal, in which case the Adjournment Proposal will be the only proposal presented at the Extraordinary General Meeting.CORPORATE GOVERNANCEISSUER4671.0000000.000000FOR4671.000000FORS000005160MONTEREY CAPITAL ACQUISITION CORPORATION61244M109US61244M109911/06/2023A proposal to amend (the "Extension Amendment") the Company's Amended and Restated Certificate of Incorporation (as amended, the "Charter") to provide the Company's Board of Directors with the right to extend the date by which the Company has to consummate a business combination up to an additional six (6) times for one (1) month each time, from November 13, 2023 to May 13, 2024.CORPORATE GOVERNANCEISSUER5491.0000000.000000FOR5491.000000FORS000005160MONTEREY CAPITAL ACQUISITION CORPORATION61244M109US61244M109911/06/2023A proposal to approve the adoption of an amendment (the "Trust Amendment") to that certain Investment Management Trust Agreement, dated as of November 23, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, to allow the Company to extend the Combination Period up to an additional six (6) times for one (1) month each time from November 13, 2023 to May 13, 2024, the Extended Date, by depositing into the Trust Account, for each one-month extension, the lesser of (a) $414,000 and (b) $0.045 for each then-outstanding share of the Company's Class A common stock, par value $0.0001 per share, issued in the IPO after giving effect to the Redemption.CORPORATE GOVERNANCEISSUER5491.0000000.000000FOR5491.000000FORS000005160MONTEREY CAPITAL ACQUISITION CORPORATION61244M109US61244M109911/06/2023A proposal to amend (the "Redemption Limitation Amendment") our charter to eliminate from the Charter the limitation that the Company shall not redeem public shares to the extent that such redemption would cause the Company's net tangible assets to be less than $5,000,001 (the "Redemption Limitation"). The Redemption Limitation Amendment would allow the Company to redeem public shares irrespective of whether such redemption would exceed the Redemption Limitation.CAPITAL STRUCTUREISSUER5491.0000000.000000FOR5491.000000FORS000005160MONTEREY CAPITAL ACQUISITION CORPORATION61244M109US61244M109911/06/2023A proposal to approve the adjournment of the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes to approve the Extension Amendment Proposal and/or the Redemption Limitation Amendment Proposal or if we determine that additional time is necessary to effectuate the Extension.CORPORATE GOVERNANCEISSUER5491.0000000.000000FOR5491.000000FORS000005160EQRX, INC.26886C107US26886C107111/08/2023To adopt the Agreement and Plan of Merger, dated July 31, 2023 (as it may be amended from time to time) (the "merger agreement"), by and among EQRX, Inc. ("EQRX"), Revolution Medicines, Inc. ("Revolution Medicines"), Equinox Merger Sub I, Inc., a wholly owned subsidiary of Revolution Medicines and Equinox Merger Sub LLC, a wholly owned subsidiary of Revolution Medicines (the "EQRX merger agreement proposal").EXTRAORDINARY TRANSACTIONSISSUER68671.0000000.000000FOR68671.000000FORS000005160EQRX, INC.26886C107US26886C107111/08/2023To approve, on a non-binding, advisory basis, the compensation that will or may be payable to EQRX's named executive officers that is based on or otherwise relates to the transactions contemplated by the merger agreement.SECTION 14A SAY-ON-PAY VOTESISSUER68671.0000000.000000FOR68671.000000FORS000005160EQRX, INC.26886C107US26886C107111/08/2023To approve, on a non-binding, advisory basis, the compensation that will or may be payable to EQRX's named executive officers that is based on or otherwise relates to the transactions contemplated by the merger agreement.SECTION 14A SAY-ON-PAY VOTESISSUER68671.0000000.000000FOR68671.000000FOR1S000005160EQRX, INC.26886C107US26886C107111/08/2023To approve the adjournment of the EQRX special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes at the time of the EQRX special meeting to approve the EQRX merger agreement proposal.CORPORATE GOVERNANCEISSUER68671.0000000.000000FOR68671.000000FORS000005160AMERICAN EQUITY INVESTMENT LIFE HLDG CO025676206US025676206511/10/2023The Merger Proposal - To approve the Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 4, 2023, by and among AEL, Brookfield Reinsurance Ltd. ("Parent"), Arches Merger Sub Inc. ("Merger Sub"), and, solely for the purposes set forth in the Merger Agreement, Brookfield Asset Management Ltd., and the transactions contemplated by the Merger Agreement, including the merger of Merger Sub with and into AEL, with AEL surviving the merger as an indirect wholly owned subsidiary of Parent (the "Merger").EXTRAORDINARY TRANSACTIONSISSUER4131.0000000.000000FOR4131.000000FORS000005160AMERICAN EQUITY INVESTMENT LIFE HLDG CO025676206US025676206511/10/2023The Compensation Proposal - To approve, on an advisory (non-binding) basis, certain merger-related executive officer compensation that may be paid or become payable to AEL's named executive officers in connection with the Merger.SECTION 14A SAY-ON-PAY VOTESISSUER4131.0000000.000000FOR4131.000000FORS000005160AMERICAN EQUITY INVESTMENT LIFE HLDG CO025676206US025676206511/10/2023The Compensation Proposal - To approve, on an advisory (non-binding) basis, certain merger-related executive officer compensation that may be paid or become payable to AEL's named executive officers in connection with the Merger.SECTION 14A SAY-ON-PAY VOTESISSUER4131.0000000.000000FOR4131.000000FOR1S000005160AMERICAN EQUITY INVESTMENT LIFE HLDG CO025676206US025676206511/10/2023The Adjournment Proposal - To approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the Merger Proposal.CORPORATE GOVERNANCEISSUER4131.0000000.000000FOR4131.000000FORS000005160DISTOKEN ACQUISITION CORPORATIONKYG27740110811/10/2023The Extension Amendment Proposal - To approve, as a special resolution, an amendment to the Company's Amended and Restated Memorandum and Articles of Association (the "Memorandum and Articles of Association") to give the Company's board of directors (the "Board") the right to extend the date by which the Company has to consummate a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination involving the Company, with one or more businesses (a "business combination") (such date, the "Termination Date") from November 17, 2023 (the "Original Termination Date") on a monthly basis up to twelve (12) times (as extended, the "Charter Extension") until November 18, 2024 (as extended, the "Charter Extension Date"), or such earlier date as determined by the Board (the "Extension Amendment Proposal").CORPORATE GOVERNANCEISSUER4508.0000000.000000FOR4508.000000FORS000005160DISTOKEN ACQUISITION CORPORATIONKYG27740110811/10/2023The Adjournment Proposal - To approve, as an ordinary resolution, the adjournment of the Meeting to a later date or dates or indefinitely, if necessary, (i) 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 any of the foregoing proposals or (ii) if the Board determines before the Meeting that it is not necessary or no longer desirable to proceed with the proposals (the "Adjournment Proposal"). For the avoidance of doubt, if put forth at the Meeting, the Adjournment Proposal will be the first and only proposal voted on and the Extension Amendment Proposal will not be submitted to the shareholders for a vote.CORPORATE GOVERNANCEISSUER4508.0000000.000000FOR4508.000000FORS000005160REDWOODS ACQUISITION CORP758083109US758083109411/13/2023To amend the Company's Amended and Restated Certificate of Incorporation to allow the Company to extend the date by which the Company must consummate a business combination up to twelve (12) times for an additional one month each time (the "Extension") from December 4, 2023 (the date that is 20 months from the closing date of the Company's initial public offering) to December 4, 2024 (the date that is 32 months from the closing date of the IPO) (the "Extended Date") (the "Extension Amendment Proposal").CORPORATE GOVERNANCEISSUER5894.0000000.000000FOR5894.000000FORS000005160REDWOODS ACQUISITION CORP758083109US758083109411/13/2023To amend the Investment Management Trust Agreement, dated March 30, 2022 (as amended by Amendment No. 1 thereto, the "Trust Agreement"), by and between the Company and Continental Stock Transfer & Trust Company (the "Trustee"), to allow the Company to extend the date on which the Trustee must liquidate the trust account established by the Company in connection with the IPO if the Company has not completed its initial business combination, from December 4, 2023 (the date that is 20 months from the closing date of the IPO) by up to twelve (12) times for an additional one month each time from December 4, 2023, to the Extended Date by depositing $60,000 per month for each monthly Extension (the "Trust Amendment Proposal").CORPORATE GOVERNANCEISSUER5894.0000000.000000FOR5894.000000FORS000005160REDWOODS ACQUISITION CORP758083109US758083109411/13/2023A proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes to approve the Extension Amendment Proposal or the Trust Amendment Proposal or if we determine that additional time is necessary to effectuate the Extension.CORPORATE GOVERNANCEISSUER5894.0000000.000000FOR5894.000000FORS000005160BATTERY FUTURE ACQUISITION CORP.KYG0888J108511/14/2023The Extension Payment Removal Proposal - "RESOLVED, as a special resolution, that the Articles of Association of BFAC currently in effect be amended and restated by the deletion in their entirety and the substitution in their place of the Third Amended and Restated Articles of Association of BFAC (a copy of which is attached to the proxy statement for this Meeting as Annex A)."CORPORATE GOVERNANCEISSUER11198.0000000.000000FOR11198.000000FORS000005160BATTERY FUTURE ACQUISITION CORP.KYG0888J108511/14/2023The Redemption Limitation Amendment Proposal - "RESOLVED, as a special resolution, that the Articles of Association of BFAC currently in effect be amended and restated by the deletion in their entirety and the substitution in their place of the Third Amended and Restated Articles of Association of BFAC (a copy of which is attached to the proxy statement for this Meeting as Annex A)."CAPITAL STRUCTUREISSUER11198.0000000.000000FOR11198.000000FORS000005160BATTERY FUTURE ACQUISITION CORP.KYG0888J108511/14/2023Trust Agreement Amendment Proposal To approve an amendment to the Company's Investment Management Trust Agreement, dated December 14, 2021 and amended on June 12, 2023, by and between BFAC and Continental Stock Transfer & Trust Company, allowing BFAC to extend the Combination Period without depositing additional funds in the Trust Account.CORPORATE GOVERNANCEISSUER11198.0000000.000000FOR11198.000000FORS000005160BATTERY FUTURE ACQUISITION CORP.KYG0888J108511/14/2023The Adjournment Proposal - To adjourn the special meeting of BFAC shareholders to a later date or dates, if necessary, to permit further solicitation and vote of Proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve the Extension Payment Removal Proposal, the Redemption Limitation Amendment Proposal and the Trust Agreement Amendment Proposal, or where the board of directors of BFAC has determined it is otherwise necessary or desirable.CORPORATE GOVERNANCEISSUER11198.0000000.000000FOR11198.000000FORS000005160GOLDMAN SACHS TRUST38142B500US38142B500311/16/2023To Elect 9 nominees to the Board of Trustees of the Trust Nominees: Cheryl K. BeebeDIRECTOR ELECTIONSISSUER2450000.0000000.000000FOR2450000.000000FORS000005160GOLDMAN SACHS TRUST38142B500US38142B500311/16/2023To Elect 9 nominees to the Board of Trustees of the Trust Nominees: John G. ChouDIRECTOR ELECTIONSISSUER2450000.0000000.000000FOR2450000.000000FORS000005160GOLDMAN SACHS TRUST38142B500US38142B500311/16/2023To Elect 9 nominees to the Board of Trustees of the Trust Nominees: Eileen H. DowlingDIRECTOR ELECTIONSISSUER2450000.0000000.000000FOR2450000.000000FORS000005160GOLDMAN SACHS TRUST38142B500US38142B500311/16/2023To Elect 9 nominees to the Board of Trustees of the Trust Nominees: Lawrence HughesDIRECTOR ELECTIONSISSUER2450000.0000000.000000FOR2450000.000000FORS000005160GOLDMAN SACHS TRUST38142B500US38142B500311/16/2023To Elect 9 nominees to the Board of Trustees of the Trust Nominees: John F. KillianDIRECTOR ELECTIONSISSUER2450000.0000000.000000FOR2450000.000000FORS000005160GOLDMAN SACHS TRUST38142B500US38142B500311/16/2023To Elect 9 nominees to the Board of Trustees of the Trust Nominees: Steven D. KrichmarDIRECTOR ELECTIONSISSUER2450000.0000000.000000FOR2450000.000000FORS000005160GOLDMAN SACHS TRUST38142B500US38142B500311/16/2023To Elect 9 nominees to the Board of Trustees of the Trust Nominees: Michael LathamDIRECTOR ELECTIONSISSUER2450000.0000000.000000FOR2450000.000000FORS000005160GOLDMAN SACHS TRUST38142B500US38142B500311/16/2023To Elect 9 nominees to the Board of Trustees of the Trust Nominees: Lawrence W. StranghoenerDIRECTOR ELECTIONSISSUER2450000.0000000.000000FOR2450000.000000FORS000005160GOLDMAN SACHS TRUST38142B500US38142B500311/16/2023To Elect 9 nominees to the Board of Trustees of the Trust Nominees: Paul C. WirthDIRECTOR ELECTIONSISSUER2450000.0000000.000000FOR2450000.000000FORS000005160GOLDMAN SACHS TRUST38141W273US38141W273311/16/2023To Elect 9 nominees to the Board of Trustees of the Trust: Cheryl K. BeebeDIRECTOR ELECTIONSISSUER2203686.0000000.000000FOR2203686.000000FORS000005160GOLDMAN SACHS TRUST38141W273US38141W273311/16/2023To Elect 9 nominees to the Board of Trustees of the Trust: John G. ChouDIRECTOR ELECTIONSISSUER2203686.0000000.000000FOR2203686.000000FORS000005160GOLDMAN SACHS TRUST38141W273US38141W273311/16/2023To Elect 9 nominees to the Board of Trustees of the Trust: Eileen H. DowlingDIRECTOR ELECTIONSISSUER2203686.0000000.000000FOR2203686.000000FORS000005160GOLDMAN SACHS TRUST38141W273US38141W273311/16/2023To Elect 9 nominees to the Board of Trustees of the Trust: Lawrence HughesDIRECTOR ELECTIONSISSUER2203686.0000000.000000FOR2203686.000000FORS000005160GOLDMAN SACHS TRUST38141W273US38141W273311/16/2023To Elect 9 nominees to the Board of Trustees of the Trust: John F. KillianDIRECTOR ELECTIONSISSUER2203686.0000000.000000FOR2203686.000000FORS000005160GOLDMAN SACHS TRUST38141W273US38141W273311/16/2023To Elect 9 nominees to the Board of Trustees of the Trust: Steven D. KrichmarDIRECTOR ELECTIONSISSUER2203686.0000000.000000FOR2203686.000000FORS000005160GOLDMAN SACHS TRUST38141W273US38141W273311/16/2023To Elect 9 nominees to the Board of Trustees of the Trust: Michael LathamDIRECTOR ELECTIONSISSUER2203686.0000000.000000FOR2203686.000000FORS000005160GOLDMAN SACHS TRUST38141W273US38141W273311/16/2023To Elect 9 nominees to the Board of Trustees of the Trust: Lawrence W. StranghoenerDIRECTOR ELECTIONSISSUER2203686.0000000.000000FOR2203686.000000FORS000005160GOLDMAN SACHS TRUST38141W273US38141W273311/16/2023To Elect 9 nominees to the Board of Trustees of the Trust: Paul C. WirthDIRECTOR ELECTIONSISSUER2203686.0000000.000000FOR2203686.000000FORS000005160BLACK MOUNTAIN ACQUISITION CORP.09216A108US09216A108811/17/2023Proposal No. 1 - Extension Amendment Proposal - To amend and restate the Company's Second Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation") to allow the Company's board of directors, without another stockholder vote, to elect to extend the date by which the Company has to consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Company and one or more businesses or entities up to six times for an additional one month each time (the "Monthly Extension Option" and each monthly extension, an "Extension Period") without depositing any additional funds into the trust account established in connection with the Company's initial public offering for any such Extension Period (such proposal, the "Extension Amendment Proposal"). A copy of the form of the proposed Third Amended and Restated Certificate of Incorporation is set forth in Annex A to the accompanying proxy statement.CORPORATE GOVERNANCEISSUER1655.0000000.000000FOR1655.000000FORS000005160BLACK MOUNTAIN ACQUISITION CORP.09216A108US09216A108811/17/2023Proposal No. 2 - Trust Amendment Proposal - To amend and restate the Amended and Restated Investment Management Trust Agreement, dated as of April 17, 2023, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, to reflect the Monthly Extension Option (the "Trust Amendment Proposal"). A copy of the form of the proposed Second Amended and Restated Investment Management Trust Agreement is set forth in Annex B to the accompanying proxy statement.CORPORATE GOVERNANCEISSUER1655.0000000.000000FOR1655.000000FORS000005160BLACK MOUNTAIN ACQUISITION CORP.09216A108US09216A108811/17/2023Proposal No. 3 - Adjournment Proposal - To adjourn the Stockholder Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Stockholder Meeting, there are insufficient shares of the Company's Class A common stock, par value $0.0001 per share, and shares of the Company's Class B common stock, par value $0.0001 per share, in the capital of the Company represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Stockholder Meeting or at the time of the Stockholder Meeting to approve the Extension Amendment Proposal or the Trust Amendment Proposal.CORPORATE GOVERNANCEISSUER1655.0000000.000000FOR1655.000000FORS000005160QUADRO ACQUISITION ONE CORP.KYG52807107211/20/2023The Extension Amendment Proposal - To, subject to and conditional upon the Trust Account having net tangible assets of at least US$5,000,001 as of the date of the special resolution, amend the Second Amended and Restated Memorandum of Association and Articles of Association of the Company as set out in Annex A to the proxy statement for the Extraordinary General Meeting, in order to give the Board of Directors of the Company the right to extend, on a monthly basis, the Termination Date (as defined therein) from November 22, 2023 to May 22, 2024 (or such earlier date as determined by the Board of Directors of the Company), with immediate effect.CORPORATE GOVERNANCEISSUER799.0000000.000000FOR799.000000FORS000005160QUADRO ACQUISITION ONE CORP.KYG52807107211/20/2023The Director Election Proposal - To re-elect Clifford Tompsett as a Class I director (to serve until the annual general meeting of shareholders to be held in 2026 or until a successor is elected and qualified or their earlier resignation or removal).DIRECTOR ELECTIONSISSUER799.0000000.000000FOR799.000000FORS000005160QUADRO ACQUISITION ONE CORP.KYG52807107211/20/2023The Auditor Ratification Proposal - To ratify the selection by the Audit Committee of WithumSmith+Brown, PC to serve as the Company's independent registered public accounting firm for the year ending December 31, 2023.AUDIT-RELATEDISSUER799.0000000.000000FOR799.000000FORS000005160QUADRO ACQUISITION ONE CORP.KYG52807107211/20/2023The Adjournment Proposal - To instruct the chairman of the extraordinary general meeting to adjourn the extraordinary general meeting of the Company's shareholders to a later date or dates, if necessary.CORPORATE GOVERNANCEISSUER799.0000000.000000FOR799.000000FORS000005160EURONAV NVBE000381633811/21/2023Approval Of Conditions Precedent In Relation To The Sale Of Vessels To Frontline In Accordance With Article 7:151 Of The Belgian Code Of Companies And Associations.SHAREHOLDER RIGHTS AND DEFENSESCAPITAL STRUCTUREISSUER1109.0000000.000000FOR3951.000000FORS000005160EURONAV NVBE000381633811/21/2023Approval Of Conditions Precedent In Relation To The Termination Of The Arbitration Proceedings In Accordance With Article 7:151 Of The Belgian Code Of Companies And Associations.SHAREHOLDER RIGHTS AND DEFENSESCAPITAL STRUCTUREISSUER1109.0000000.000000FOR3951.000000FORS000005160EURONAV NVBE000381633811/21/2023Proxy Crossroad Bank For Enterprises, Counters For Enterprises, Registers Of The Enterprise Court, Administrative Agencies And Fiscal Administrations.CORPORATE GOVERNANCEISSUER1109.0000000.000000FOR3951.000000FORS000005160COLISEUM ACQUISITION CORP.KYG2263T123311/27/2023Proposal No. 1 - Extension Amendment Proposal - To approve, as a special resolution, an amendment to the Company's Amended and Restated Memorandum of Association and Articles of Association (as may be amended from time to time, together, the "Articles of Association") as provided by the resolution in the form set forth in Annex A to the accompanying proxy statement, to extend the date by which it has to consummate a business combination from November 25, 2023 (the "Termination Date") to June 25, 2024 (as extended, the "Extended Date") and to allow the Company, without another shareholder vote, by resolution of the Company's board of directors (the "Board"), to elect to further extend the Extended Date for an additional three months, until up to September 25, 2024 (the "Additional Extended Date"), without requiring the Company to make any deposit into the trust account established in connection with its IPO (the "Trust Account").CORPORATE GOVERNANCEISSUER6602.0000000.000000FOR6602.000000FORS000005160COLISEUM ACQUISITION CORP.KYG2263T123311/27/2023Proposal No. 2 - Liquidation Amendment Proposal - To approve, as a special resolution, an amendment to the Articles as provided by the resolution in the form set forth in Annex B to the accompanying proxy statement, to permit the Board, in its sole discretion, to elect to wind up the Company's operations on an earlier date than the Extended Date or Additional Extended Date, as applicable, as determined by the Board and included in a public announcement.EXTRAORDINARY TRANSACTIONSISSUER6602.0000000.000000FOR6602.000000FORS000005160COLISEUM ACQUISITION CORP.KYG2263T123311/27/2023Director Election Proposal - To Re-elect Walter Skowronski And Harry L. You As Class I Directors To Serve For A Term Of Three Years Or Until Their Respective Successors Are Duly Elected Or Appointed And Qualified.OTHERUndefinedISSUER6602.0000000.000000FOR6602.000000FORS000005160COLISEUM ACQUISITION CORP.KYG2263T123311/27/2023Proposal No. 4 - Adjournment Proposal - To approve, as an ordinary resolution, the adjournment of the Extraordinary General Meeting to a later date or dates, or indefinitely, if necessary or convenient, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, there are not sufficient votes to approve the Extension Amendment Proposal or the Liquidation Amendment Proposal or if we determine that additional time is necessary to effectuate the New Extension.CORPORATE GOVERNANCEISSUER6602.0000000.000000FOR6602.000000FORS000005160HOLLY ENERGY PARTNERS, L.P.435763107US435763107011/28/2023To approve the Agreement and Plan of Merger, dated as of August 15, 2023, by and among HF Sinclair Corporation, Navajo Pipeline Co., L.P., Holly Apple Holdings LLC, HEP Logistics Holdings, L.P., Holly Logistic Services, L.L.C. and Holly Energy Partners, L.P. (HEP), as the same may be amended or supplemented from time to time, and the transactions contemplated thereby, as more particularly described in the joint proxy statement/prospectus.EXTRAORDINARY TRANSACTIONSISSUER3750.0000000.000000FOR3750.000000FORS000005160HOLLY ENERGY PARTNERS, L.P.435763107US435763107011/28/2023To approve the adjournment of the special meeting of HEP unitholders (the "HEP Special Meeting") to a later date or dates, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the HEP Special Meeting to approve proposal 1.CORPORATE GOVERNANCEISSUER3750.0000000.000000FOR3750.000000FORS000005160VOLATO GROUP INC.74349W104US74349W104511/28/2023The BCA Proposal - To consider and vote upon a proposal to approve and adopt the Business Combination Agreement, dated as of August 1, 2023 (the "Business Combination Agreement"), among PACI, PACI Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of PACI ("Merger Sub"), and Volato, Inc., a Georgia corporation ("Volato"), pursuant to which Merger Sub will merge with and into Volato, with Volato surviving the merger as a wholly-owned subsidiary of PACI, including the other transactions contemplated by the Business Combination Agreement (such transaction, the "Business Combination" and such proposal, the "BCA Proposal"). A copy of the Business Combination Agreement is attached to the proxy statement/ prospectus as Annex A.EXTRAORDINARY TRANSACTIONSISSUER6366.0000000.000000FOR6366.000000FORS000005160VOLATO GROUP INC.74349W104US74349W104511/28/2023The Stock Issuance Proposal - To consider and vote upon a proposal to approve, for purposes of complying with applicable listing rules of the New York Stock Exchange ("NYSE"), the issuance of up to 20,707,600 shares of Class A Common Stock of PACI, par value $0.0001 per share ("Class A Common Stock"), pursuant to the Business Combination Agreement (the "Stock Issuance Proposal"). The Stock Issuance Proposal is conditioned on the approval of the BCA Proposal.CAPITAL STRUCTUREISSUER6366.0000000.000000FOR6366.000000FORS000005160VOLATO GROUP INC.74349W104US74349W104511/28/2023The Charter Amendment Proposal - To consider and vote to approve and adopt an amended and restated certificate of incorporation of PACI (the "Proposed Charter"), which will amend, restate, and replace PACI's Amended and Restated Certificate of Incorporation, dated November 29, 2021 (as amended, the "Current Charter") upon the closing of the Business Combination (the "Closing"). A copy of the Proposed Charter is attached to the proxy statement/prospectus as Annex B. The Charter Amendment Proposal is conditioned on the approval of the BCA Proposal and the Stock Issuance Proposal, but it is not conditioned on the approval of the Advisory Charter Proposals.CORPORATE GOVERNANCEISSUER6366.0000000.000000FOR6366.000000FORS000005160VOLATO GROUP INC.74349W104US74349W104511/28/2023The Advisory Charter Proposals - To approve and vote, on a non-binding advisory basis, certain governance provisions in the Proposed Charter, which are being presented separately in accordance with SEC guidance to give stockholders the opportunity to present their separate views on important corporate governance provisions (collectively, the "Advisory Charter Proposals"). Each of the Advisory Charter Proposals is conditioned on the approval of the BCA proposal and the Stock Issuance Proposal: a proposal to increase the authorized number of shares of Class A Common Stock from 70,000,000 to 80,000,000,CAPITAL STRUCTUREISSUER6366.0000000.000000FOR6366.000000FORS000005160VOLATO GROUP INC.74349W104US74349W104511/28/2023The Advisory Charter Proposals - To approve and vote, on a non-binding advisory basis, certain governance provisions in the Proposed Charter, which are being presented separately in accordance with SEC guidance to give stockholders the opportunity to present their separate views on important corporate governance provisions (collectively, the "Advisory Charter Proposals"). Each of the Advisory Charter Proposals is conditioned on the approval of the BCA proposal and the Stock Issuance Proposal: a proposal to change the quorum required for meetings of the Board,CORPORATE GOVERNANCEISSUER6366.0000000.000000FOR6366.000000FORS000005160VOLATO GROUP INC.74349W104US74349W104511/28/2023The Advisory Charter Proposals - To approve and vote, on a non-binding advisory basis, certain governance provisions in the Proposed Charter, which are being presented separately in accordance with SEC guidance to give stockholders the opportunity to present their separate views on important corporate governance provisions (collectively, the "Advisory Charter Proposals"). Each of the Advisory Charter Proposals is conditioned on the approval of the BCA proposal and the Stock Issuance Proposal: a proposal to impose a non-citizen voting limitation,SHAREHOLDER RIGHTS AND DEFENSESISSUER6366.0000000.000000FOR6366.000000FORS000005160VOLATO GROUP INC.74349W104US74349W104511/28/2023The Advisory Charter Proposals - To approve and vote, on a non-binding advisory basis, certain governance provisions in the Proposed Charter, which are being presented separately in accordance with SEC guidance to give stockholders the opportunity to present their separate views on important corporate governance provisions (collectively, the "Advisory Charter Proposals"). Each of the Advisory Charter Proposals is conditioned on the approval of the BCA proposal and the Stock Issuance Proposal: a proposal to require a supermajority vote for the removal of directors, andCORPORATE GOVERNANCEISSUER6366.0000000.000000FOR6366.000000FORS000005160VOLATO GROUP INC.74349W104US74349W104511/28/2023The Advisory Charter Proposals - To approve and vote, on a non-binding advisory basis, certain governance provisions in the Proposed Charter, which are being presented separately in accordance with SEC guidance to give stockholders the opportunity to present their separate views on important corporate governance provisions (collectively, the "Advisory Charter Proposals"). Each of the Advisory Charter Proposals is conditioned on the approval of the BCA proposal and the Stock Issuance Proposal: a proposal to change the voting threshold to approve amendments to certain provisions of the Proposed Charter.CORPORATE GOVERNANCEISSUER6366.0000000.000000FOR6366.000000FORS000005160VOLATO GROUP INC.74349W104US74349W104511/28/2023The Stock Incentive Plan Proposal - To consider and vote upon a proposal to approve the 2023 Stock Incentive Plan (the "2023 Plan"), a copy of which is attached to the proxy statement/prospectus as Annex C, including the authorization of the initial share reserve under the 2023 Plan (the "Stock Incentive Plan Proposal"). The Stock Incentive Plan Proposal is conditioned on the approval of the BCA Proposal, the Stock Issuance Proposal, and the Charter Amendment Proposal.COMPENSATIONISSUER6366.0000000.000000FOR6366.000000FORS000005160VOLATO GROUP INC.74349W104US74349W104511/28/2023The Adjournment Proposal - To consider and vote upon a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, 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 BCA Proposal, the Stock Issuance Proposal, the Charter Amendment Proposal, or the Incentive Plan Proposal (such proposal to approve the adjournment of the Special Meeting, the "Adjournment Proposal" and, together with the BCA Proposal, the Stock Issuance Proposal, Charter Amendment Proposal, Advisory Charter Proposals, and the Stock Incentive Plan Proposal, the "Proposals"). The Adjournment Proposal is not conditioned on the approval of any other Proposals.CORPORATE GOVERNANCEISSUER6366.0000000.000000FOR6366.000000FORS000005160SPLUNK INC.848637104US848637104511/29/2023To adopt the Agreement and Plan of Merger, dated as of September 20, 2023, as it may be amended from time to time (the "Merger Agreement"), by and among Splunk Inc. ("Splunk"), Cisco Systems, Inc. and Spirit Merger Corp., a wholly-owned subsidiary of Cisco Systems, Inc.EXTRAORDINARY TRANSACTIONSISSUER5779.0000000.000000FOR5779.000000FORS000005160SPLUNK INC.848637104US848637104511/29/2023To approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to Splunk named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement.SECTION 14A SAY-ON-PAY VOTESISSUER5779.0000000.000000FOR5779.000000FORS000005160SPLUNK INC.848637104US848637104511/29/2023To approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to Splunk named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement.SECTION 14A SAY-ON-PAY VOTESISSUER5779.0000000.000000FOR5779.000000FOR1S000005160SPLUNK INC.848637104US848637104511/29/2023To adjourn the Splunk Special Meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.CORPORATE GOVERNANCEISSUER5779.0000000.000000FOR5779.000000FORS000005160ROTH CH ACQUISITION V CO.77867R100US77867R100511/30/2023EXTENSION AMENDMENT - APPROVAL OF A PROPOSAL TO ALLOW THE COMPANY, IN ITS SOLE DISCRETION AND WITHOUT FURTHER STOCKHOLDER APPROVAL, TO AMEND THE COMPANY'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO ALLOW THE COMPANY TO EXTEND THE DATE BY WHICH THE COMPANY HAS TO CONSUMMATE A BUSINESS COMBINATION UP TO TWELVE (12) TIMES, EACH SUCH EXTENSION FOR AN ADDITIONAL ONE (1) MONTH PERIOD, FROM DECEMBER 4, 2023 TO DECEMBER 3, 2024.CORPORATE GOVERNANCEISSUER1924.0000000.000000FOR1924.000000FORS000005160ROTH CH ACQUISITION V CO.77867R100US77867R100511/30/2023NTA REQUIREMENT AMENDMENT - APPROVAL OF AN AMENDMENT TO THE COMPANY'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO EXPAND THE METHODS THAT THE COMPANY MAY EMPLOY TO NOT BECOME SUBJECT TO THE "PENNY STOCK" RULES OF THE SECURITIES AND EXCHANGE COMMISSION.CAPITAL STRUCTUREISSUER1924.0000000.000000FOR1924.000000FORS000005160ROTH CH ACQUISITION V CO.77867R100US77867R100511/30/2023TRUST LIQUIDATION AMENDMENT - APPROVAL OF A PROPOSAL TO ALLOW THE COMPANY, IN ITS SOLE DISCRETION AND WITHOUT FURTHER STOCKHOLDER APPROVAL, TO AMEND THE COMPANY'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO DELETE THE VARIOUS PROVISIONS APPLICABLE ONLY TO SPECIAL PURPOSE ACQUISITION COMPANIES AND PROVIDE FOR THE LIQUIDATION OF THE TRUST ACCOUNT ESTABLISHED IN CONNECTION WITH THE COMPANY'S INITIAL PUBLIC OFFERING.CORPORATE GOVERNANCEISSUER1924.0000000.000000FOR1924.000000FORS000005160ROTH CH ACQUISITION V CO.77867R100US77867R100511/30/2023ADJOURNMENT - APPROVAL TO DIRECT THE CHAIRPERSON OF THE SPECIAL MEETING TO ADJOURN THE SPECIAL MEETING TO A LATER DATE OR DATES.CORPORATE GOVERNANCEISSUER1924.0000000.000000FOR1924.000000FORS000005160CANNA-GLOBAL ACQUISITION CORP.13767K101US13767K101612/01/2023Extension Amendment Proposal Amend the Company's amended and restated certificate of incorporation to extend the date by which the Company has to complete a business combination from December 2, 2023 to December 2, 2024, as specifically provided in the proxy, or such earlier date as determined by the Board of Directors, which we refer to as the "Extension Amendment Proposal."CORPORATE GOVERNANCEISSUER1370.0000000.000000FOR1370.000000FORS000005160CANNA-GLOBAL ACQUISITION CORP.13767K101US13767K101612/01/2023Trust Amendment Proposal Amend the Company's Investment Management Trust Agreement, dated as of December 2, 2021, by and between the Company and Continental Stock Transfer & Trust Company, (i) allowing the Company to extend the business combination period from December 2, 2023 to December 2, 2024 in a series of up to twelve (12) one-month extensions, and (ii) updating certain defined terms in the Trust Agreement, which we refer to as the "Trust Amendment Proposal."CORPORATE GOVERNANCEISSUER1370.0000000.000000FOR1370.000000FORS000005160CANNA-GLOBAL ACQUISITION CORP.13767K101US13767K101612/01/2023Adjournment Proposal Approve the adjournment of the Special 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 the approval of the Extension Amendment Proposal, which we refer to as the "Adjournment Proposal."CORPORATE GOVERNANCEISSUER1370.0000000.000000FOR1370.000000FORS000005160DHC ACQUISITION CORP.KYG2758T109412/01/2023Extension Amendment Proposal - To amend the Memorandum and Articles of Association (our "Articles") to extend the initial date by which DHC Acquisition Corp must consummate a business combination from December 4, 2023 to May 4, 2024, subject to any additional extensions as provided in our Articles.CORPORATE GOVERNANCEISSUER2222.0000000.000000FOR2222.000000FORS000005160DHC ACQUISITION CORP.KYG2758T109412/01/2023Adjournment Proposal - To adjourn the Shareholder Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies, if, based on the tabulated vote at the time of the Shareholder Meeting, there are insufficient Class A ordinary shares, par value $0.0001 per share, and Class B ordinary shares, par value $0.0001 per share, of DHC Acquisition Corp (either in person or by proxy) to constitute a quorum necessary to conduct business at the Shareholder Meeting or at the time of the Shareholder Meeting to approve Proposal No. 1.CORPORATE GOVERNANCEISSUER2222.0000000.000000FOR2222.000000FORS000005160DUNE ACQUISITION CORPORATION265334102US265334102212/04/2023The Business Combination Proposal - to adopt the Unit Purchase Agreement, dated May 14, 2023 (as amended on August 22, 2023, and as may be further amended and/or restated from time to time, the "Purchase Agreement"), by and among Dune, Global Gas Holdings LLC, a Delaware limited liability company and direct, wholly-owned subsidiary of Dune ("Holdings"), Global Hydrogen Energy LLC, a Delaware limited liability company ("Global Hydrogen"), William Bennett Nance, Jr., an individual ("W. Nance"), Sergio Martinez, an individual ("S. Martinez"), and Barbara Guay Martinez, an individual (together with W. Nance and S. Martinez, the "Sellers"), which is attached to the accompanying proxy statement as Annex A-1 and Annex A-2 and pursuant to which: (a) Dune will contribute to Holdings all of its assets (excluding its interests in Holdings and the aggregate amount of cash proceeds required to satisfy any redemptions by Dune's public stockholders ("Dune Stockholder Redemptions")), and in exchange therefor, Holdings will issue to Dune a number of common equity units of Holdings ("Holdings Common Units") which will equal the number of total shares of Dune's Class A common stock, par value $0.0001 per share ("Dune Class A Common Stock"), issued and outstanding immediately after the closing (taking into account any equity financing agreements entered into by Dune between the signing date of the Purchase Agreement and the closing and giving effect to all Dune Stockholder Redemptions) (such transactions, the "SPAC Contribution") and (b) immediately after the SPAC Contribution, the Sellers will transfer, convey, assign and deliver all of the limited liability company equity interests of Global Hydrogen ("Global Hydrogen Units") to Holdings in exchange for shares of Dune's Class B voting non-economic common stock, par value $0.0001 per share ("Dune Class B Common Stock" and, together with Dune Class A Common Stock, "Dune Common Stock"), and Holdings Common Units (together with the SPAC Contribution, the "Combination Transactions"), as a result of which, (i) each issued and outstanding Global Hydrogen Unit immediately prior to the Combination Transactions will be held by Holdings, (ii) each Seller will receive an aggregate number of Holdings Common Units and shares of Dune Class B Common Stock, in each case, equal to the number of Global Hydrogen Units held by such Seller, multiplied by the applicable exchange ratio, and (iii) Dune will change its name to Global Gas Corporation ("New Global") and New Global will be the publicly traded reporting company;EXTRAORDINARY TRANSACTIONSISSUER2585.0000000.000000FOR2585.000000FORS000005160DUNE ACQUISITION CORPORATION265334102US265334102212/04/2023The NTA Proposal - to approve the adoption of amendments to the amended and restated certificate of incorporation of Dune, as amended (the "Current Charter"), which amendments shall be effective, if adopted and implemented by Dune, prior to the consummation of the proposed business combination, to remove from the Current Charter requirements limiting Dune's ability to redeem shares of Dune Class A Common Stock and consummate an initial business combination if the amount of Dune Stockholder Redemptions would cause Dune to have less than $5,000,001 in net tangible assets;CAPITAL STRUCTUREISSUER2585.0000000.000000FOR2585.000000FORS000005160DUNE ACQUISITION CORPORATION265334102US265334102212/04/2023The Charter Proposal - to approve an amendment and restatement of the Current Charter in the form of the second amended and restated certificate of incorporation of New Global attached to the accompanying proxy statement as Annex E (the "Proposed Charter") to, among other things, change the name of Dune Acquisition Corporation to Global Gas Corporation and effect the amendments relating to corporate governance described below in Proposal 4;CORPORATE GOVERNANCEISSUER2585.0000000.000000FOR2585.000000FORS000005160DUNE ACQUISITION CORPORATION265334102US265334102212/04/2023The Governance Proposals - to approve and adopt, on a non-binding advisory basis, certain material differences between the Current Charter and the Proposed Charter, which are presented separately in accordance with the requirements of the Securities and Exchange Commission as eight separate sub-proposals: A. Governance Proposal 4A - authorize the issuance of up to 401,000,000 total shares, consisting of (a) 380,000,000 shares of New Global Class A common stock, par value $0.0001 per share ("New Global Class A Common Stock"), (b) 20,000,000 shares of voting, non-economic New Global Class B common stock, par value $0.0001 per share ("New Global Class B Common Stock" and, together with New Global Class A Common Stock, "New Global Common Stock"), which will be exchangeable (together with Holdings Common Units) into shares of New Global Class A Common Stock in accordance with the exchange agreement attached to the accompanying proxy statement as Annex K, and (c) 1,000,000 shares of New Global preferred stock;CAPITAL STRUCTUREISSUER2585.0000000.000000FOR2585.000000FORS000005160DUNE ACQUISITION CORPORATION265334102US265334102212/04/2023The Governance Proposals - to approve and adopt, on a non-binding advisory basis, certain material differences between the Current Charter and the Proposed Charter, which are presented separately in accordance with the requirements of the Securities and Exchange Commission as eight separate sub-proposals: B. Governance Proposal 4B - provide that any amendment to New Global's amended and restated bylaws will require approval of at least two-thirds (66 2/3%) of the voting power of all of the then-outstanding shares of voting stock of New Global;CORPORATE GOVERNANCEISSUER2585.0000000.000000FOR2585.000000FORS000005160DUNE ACQUISITION CORPORATION265334102US265334102212/04/2023The Governance Proposals - to approve and adopt, on a non-binding advisory basis, certain material differences between the Current Charter and the Proposed Charter, which are presented separately in accordance with the requirements of the Securities and Exchange Commission as eight separate sub-proposals: C. Governance Proposal 4C - provide that until the first date on which William Bennett Nance, Jr., Sergio Martinez and Barbara Guay Martinez, and each of their respective affiliates (including family members, estate planning vehicles and other investment vehicles controlled or beneficially owned by them) (collectively, the "Principal Stockholders") cease to beneficially own collectively at least 50% of the then-outstanding New Global Common Stock (the "Voting Threshold Date"), any actions required to be taken or permitted to be taken by the New Global stockholders may be taken by written consent signed by New Global stockholders having not less than the minimum number of votes that would be necessary to authorize such action at a meeting, as opposed to the Current Charter, which provides that only the holders of New Global Class B Common Stock have the right to take action by written consent;CORPORATE GOVERNANCEISSUER2585.0000000.000000FOR2585.000000FORS000005160DUNE ACQUISITION CORPORATION265334102US265334102212/04/2023The Governance Proposals - to approve and adopt, on a non-binding advisory basis, certain material differences between the Current Charter and the Proposed Charter, which are presented separately in accordance with the requirements of the Securities and Exchange Commission as eight separate sub-proposals: D. Governance Proposal 4D - provide that special meetings of stockholders for any purpose or purposes may be called at any time only by the New Global board of directors, the chairperson of the New Global board of directors, or the Chief Executive Officer of New Global; provided, however, that prior to the Voting Threshold Date, special meetings of stockholders for any purpose or purposes may also be called by or at the request of the Principal Stockholders (acting by holders of a majority of the New Global Common Stock held by the Principal Stockholders);CORPORATE GOVERNANCEISSUER2585.0000000.000000FOR2585.000000FORS000005160DUNE ACQUISITION CORPORATION265334102US265334102212/04/2023The Governance Proposals - to approve and adopt, on a non-binding advisory basis, certain material differences between the Current Charter and the Proposed Charter, which are presented separately in accordance with the requirements of the Securities and Exchange Commission as eight separate sub-proposals: E. Governance Proposal 4E - provide that New Global will not be governed by Section 203 of the Delaware General Corporation Law (the "DGCL");CORPORATE GOVERNANCEISSUER2585.0000000.000000FOR2585.000000FORS000005160DUNE ACQUISITION CORPORATION265334102US265334102212/04/2023The Governance Proposals - to approve and adopt, on a non-binding advisory basis, certain material differences between the Current Charter and the Proposed Charter, which are presented separately in accordance with the requirements of the Securities and Exchange Commission as eight separate sub-proposals: F. Governance Proposal 4F - delete various provisions applicable only to blank check companies, including business combination requirements, that will no longer be applicable following the business combination;CORPORATE GOVERNANCEISSUER2585.0000000.000000FOR2585.000000FORS000005160DUNE ACQUISITION CORPORATION265334102US265334102212/04/2023The Governance Proposals - to approve and adopt, on a non-binding advisory basis, certain material differences between the Current Charter and the Proposed Charter, which are presented separately in accordance with the requirements of the Securities and Exchange Commission as eight separate sub-proposals: G. Governance Proposal 4G - provide for the exculpation of officers as permitted by Section 102(b)(7) of the DGCL;CORPORATE GOVERNANCEISSUER2585.0000000.000000FOR2585.000000FORS000005160DUNE ACQUISITION CORPORATION265334102US265334102212/04/2023The Governance Proposals - to approve and adopt, on a non-binding advisory basis, certain material differences between the Current Charter and the Proposed Charter, which are presented separately in accordance with the requirements of the Securities and Exchange Commission as eight separate sub-proposals: H. Governance Proposal 4H - provide that, subject to the rights of the holders of any outstanding class of preferred stock, the number of authorized shares of any class of common stock or preferred stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority in voting power of all then outstanding shares of capital stock of New Global's capital stock entitled to vote thereon, irrespective of the provisions of Section 242(b)(2) of the DGCL;CORPORATE GOVERNANCEISSUER2585.0000000.000000FOR2585.000000FORS000005160DUNE ACQUISITION CORPORATION265334102US265334102212/04/2023The Incentive Plan Proposal - to approve and adopt the Global Gas Corporation 2023 Equity Incentive Plan, a copy of which is attached to the accompanying proxy statement as Annex I;COMPENSATIONISSUER2585.0000000.000000FOR2585.000000FORS000005160DUNE ACQUISITION CORPORATION265334102US265334102212/04/2023The Stock Issuance Proposal - to approve, for the purposes of complying with the applicable listing rules of The Nasdaq Capital Market ("Nasdaq"), (x) the issuance of more than 20% of the Company's issued and outstanding common stock in connection with the business combination, consisting of the issuance of (i) shares of New Global Class A Common Stock, upon exchange of the shares of New Global Class B Common Stock and Holdings Common Units issued to the Sellers pursuant to the terms of the Purchase Agreement in accordance with the exchange agreement attached to the accompanying proxy statement as Annex K, and (ii) any shares of New Global Common Stock pursuant to subscription agreements Dune may enter into prior to the closing, as permitted by the Purchase Agreement, and (y) the issuance of shares of New Global Class B Common Stock to the Sellers in connection with the Business Combination that would represent more than 20% of New Global's issued and outstanding common stock and result in the Sellers owning more than 20% of the New Global Common Stock, and more than 20% of the voting power, which could constitute a "change of control" under Nasdaq rules;CAPITAL STRUCTUREISSUER2585.0000000.000000FOR2585.000000FORS000005160DUNE ACQUISITION CORPORATION265334102US265334102212/04/2023The Director Election Proposal - to elect five directors to serve staggered terms on the board of directors of New Global (the "New Global Board") until the 2024, 2025 and 2026 annual meeting of stockholders, respectively, or until such directors' successors shall have been duly elected and qualified, or until such directors' earlier death, resignation, retirement or removal: William Bennett Nance, Jr.DIRECTOR ELECTIONSISSUER2585.0000000.000000FOR2585.000000FORS000005160DUNE ACQUISITION CORPORATION265334102US265334102212/04/2023The Director Election Proposal - to elect five directors to serve staggered terms on the board of directors of New Global (the "New Global Board") until the 2024, 2025 and 2026 annual meeting of stockholders, respectively, or until such directors' successors shall have been duly elected and qualified, or until such directors' earlier death, resignation, retirement or removal: Michael CastaldyDIRECTOR ELECTIONSISSUER2585.0000000.000000FOR2585.000000FORS000005160DUNE ACQUISITION CORPORATION265334102US265334102212/04/2023The Director Election Proposal - to elect five directors to serve staggered terms on the board of directors of New Global (the "New Global Board") until the 2024, 2025 and 2026 annual meeting of stockholders, respectively, or until such directors' successors shall have been duly elected and qualified, or until such directors' earlier death, resignation, retirement or removal: Ben CoatesDIRECTOR ELECTIONSISSUER2585.0000000.000000FOR2585.000000FORS000005160DUNE ACQUISITION CORPORATION265334102US265334102212/04/2023The Director Election Proposal - to elect five directors to serve staggered terms on the board of directors of New Global (the "New Global Board") until the 2024, 2025 and 2026 annual meeting of stockholders, respectively, or until such directors' successors shall have been duly elected and qualified, or until such directors' earlier death, resignation, retirement or removal: Carter GlattDIRECTOR ELECTIONSISSUER2585.0000000.000000FOR2585.000000FORS000005160DUNE ACQUISITION CORPORATION265334102US265334102212/04/2023The Director Election Proposal - to elect five directors to serve staggered terms on the board of directors of New Global (the "New Global Board") until the 2024, 2025 and 2026 annual meeting of stockholders, respectively, or until such directors' successors shall have been duly elected and qualified, or until such directors' earlier death, resignation, retirement or removal: Jeron SmithDIRECTOR ELECTIONSISSUER2585.0000000.000000FOR2585.000000FORS000005160DUNE ACQUISITION CORPORATION265334102US265334102212/04/2023The Adjournment Proposal - to approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of any of Proposals 1, 3, 5, 6 and 7 or Dune determines that one or more of the closing conditions under the Purchase Agreement is not satisfied or waived.CORPORATE GOVERNANCEISSUER2585.0000000.000000FOR2585.000000FORS000005160ORIGIN ENERGY LTDAU000000ORG512/04/2023That, Pursuant To And In Accordance With The Provisions Of Section 411 Of The Corporations Act 2001 (cth), The Scheme Of Arrangement Proposed Between Origin Energy Limited And The Holders Of Its Ordinary Shares, As Contained In And More Particularly Described In The Scheme Booklet Of Which The Notice Convening This Meeting Forms Part, Is Approved, With Or Without Alterations Or Conditions As Approved By The Supreme Court Of New South Wales To Which Origin Energy Limited And Midocean Reef Bidco Pty Ltd AgreeEXTRAORDINARY TRANSACTIONSISSUER88558.0000000.000000FOR88558.000000FORS000005160INVESTCORP EUROPE ACQUISITION CORP. IKYG4923T105812/05/2023PROPOSAL 1. THE EXTENSION AMENDMENT PROPOSAL - TO APPROVE, AS A SPECIAL RESOLUTION, THE AMENDMENT OF THE COMPANY'S AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION (THE "ARTICLES") TO EXTEND THE DATE BY WHICH THE COMPANY MUST (1) CONSUMMATE A MERGER, SHARE EXCHANGE, ASSET ACQUISITION, SHARE PURCHASE, REORGANIZATION OR SIMILAR BUSINESS COMBINATION WITH ONE OR MORE BUSINESSES OR ENTITIES FROM DECEMBER 17, 2023 to June 17, 2024:CORPORATE GOVERNANCEISSUER23890.0000000.000000FOR23890.000000FORS000005160INVESTCORP EUROPE ACQUISITION CORP. IKYG4923T105812/05/2023PROPOSAL 2. THE ADJOURNMENT PROPOSAL - TO APPROVE, AS AN ORDINARY RESOLUTION, THE ADJOURNMENT OF THE EXTRAORDINARY GENERAL MEETING TO A LATER DATE OR DATES OR INDEFINITELY, IF NECESSARY OR CONVENIENT, EITHER (X) 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 FOREGOING PROPOSAL OR (Y) IF OUR BOARD DETERMINES BEFORE THE EXTRAORDINARY GENERAL MEETING THAT IT IS NOT NECESSARY OR NO LONGER DESIRABLE TO PROCEED WITH THE OTHER PROPOSAL.CORPORATE GOVERNANCEISSUER23890.0000000.000000FOR23890.000000FORS000005160RCF ACQUISITION CORPKYG7330C102412/05/2023The Extension Proposal - as a special resolution, to amend (the "Extension Amendment") the Company's Amended and Restated Memorandum and Articles of Association (the "Charter") pursuant to an amendment to the Charter in the form set forth in Annex A of the accompanying proxy statement to extend the date by which the Company must consummate a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination (an "initial business combination") from May 15, 2024 (the "Current Outside Date") to November 15, 2024 (the "Extended Outside Date") provided that the Company make a payment into the trust account established in connection with the Company's IPO (the "Trust Account") for the first three-month extension (from December 15, 2023 through March 15, 2024) equal to the lesser of $150,000 or $0.045 per share of Class A Ordinary Shares entitled to redemption rights (the "Public Shares") and thereafter, a payment of equal to the lesser of $50,000 or $0.015 per Public Share per month through November 15, 2024 (the "Extension," and such proposal, the "Extension Proposal").CORPORATE GOVERNANCEISSUER12978.0000000.000000FOR12978.000000FORS000005160RCF ACQUISITION CORPKYG7330C102412/05/2023The Name Change Proposal - as a special resolution, to (i) change the name of the Company from RCF Acquisition Corp. to "Perception Capital Corp. IV" and (ii) amend the Company's Charter pursuant to an amendment to the Charter in the form set forth in Annex A of the accompanying proxy statement to change the name ("Name Change Amendment") of the Company from RCF Acquisition Corp. to "Perception Capital Corp. IV" (the "Name Change Proposal").CORPORATE GOVERNANCEISSUER12978.0000000.000000FOR12978.000000FORS000005160RCF ACQUISITION CORPKYG7330C102412/05/2023The Adjournment Proposal - as an ordinary resolution, to approve the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary or convenient, (i) 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 Proposal or the Name Change Proposal, or (ii) if the Chairman of the Extraordinary General Meeting otherwise deems it necessary (the "Adjournment Proposal").CORPORATE GOVERNANCEISSUER12978.0000000.000000FOR12978.000000FORS000005160LAKESHORE ACQUISITION II CORPKYG5352N105112/06/2023Extension Proposal - Approval of an amendment to the company's amended and restated memorandum and articles of association adopted by special resolution dated March 8, 2022 and effective on March 8, 2022, as amended on March 9, 2023 and June 5, 2023 (together, the "Existing Charter") to: extend the date by which the Company has to consummate a business combination from December 11, 2023 (the "Deadline") to up to not later than March 11, 2024 (the "Extension Termination Date"), up to three (3) separate instances (each, an "Extension") for an additional one (1) month each instance (each an "Extension Period"), provided that if the Company exercises an Extension, then RedOne Investment Limited (the "Sponsor"), or its affiliates or designees, shall upon receiving a five (5) day advance notice from the Company prior to the Deadline, deposit into the Trust Account, US$20,000 on or prior to the Deadline or the deadline as extended by any Extension Period (the "Extension Date").CORPORATE GOVERNANCEISSUER923.0000000.000000FOR923.000000FORS000005160LAKESHORE ACQUISITION II CORPKYG5352N105112/06/2023Adjournment Proposal - Approval of the adjournment of the General Meeting by the chairman thereof to a later date, if necessary, under certain circumstances, to solicit additional proxies for the purpose of approving the extension proposal, to amend the extension proposal, or to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determined in good faith after consultation with outside legal counsel is required under applicable law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company's shareholders prior to the General Meeting; provided that the General Meeting is reconvened as promptly as practical thereafter.CORPORATE GOVERNANCEISSUER923.0000000.000000FOR923.000000FORS000005160EF HUTTON ACQUISITION CORPORATION I28201D109US28201D109012/07/2023To consider and vote upon a proposal to approve and adopt the merger agreement, dated as of March 3, 2023 (the "Merger Agreement"), by and among by and among EFHAC, Humble Imports, Inc. d/b/a ECD Auto Design, a Florida corporation ("ECDn"), ECD Auto Design UK, Ltd., an England and Wales corporation (the "ECD UK"), EFHAC Merger Sub, Inc., a Florida corporation and wholly-owned subsidiary of EFHAC ("Merger Sub") and Scott Wallace, as the Securityholder Representative, pursuant to which Merger Sub will merge with and into ECD, with ECD surviving the merger as a wholly-owned subsidiary of EFHAC (the "Business Combination"). In addition, in connection with the consummation of the Business Combination, EFHAC will be renamed "ECD Automotive Design, Inc." or such other name designated by ECD by notice to EFHAC. A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A. This proposal is referred to as the "Business Combination Proposal" or "Proposal 1."EXTRAORDINARY TRANSACTIONSISSUER2304.0000000.000000FOR2304.000000FORS000005160EF HUTTON ACQUISITION CORPORATION I28201D109US28201D109012/07/2023To consider and vote upon a proposal to approve an amendment (the "NTA Requirement Amendment") to the Amended and Restated Certificate of Incorporation of EFHAC, a copy of which is to be attached to this proxy statement/prospectus as Annex B, to expand the methods that EFHAC may employ to not become subject to the "penny stock" rules of the Securities and Exchange Commission, which we refer to as the "NTA Requirement Amendment Proposal" or "Proposal No. 2";CAPITAL STRUCTUREISSUER2304.0000000.000000FOR2304.000000FORS000005160EF HUTTON ACQUISITION CORPORATION I28201D109US28201D109012/07/2023To consider and vote upon a proposal to approve the Second Amended and Restated Certificate of Incorporation of EFHAC, a copy of which is to be attached to this proxy statement/prospectus as Annex C (the "Amended Charter"). This proposal is referred to as the "Charter Amendment Proposal" or "Proposal 3."CORPORATE GOVERNANCEISSUER2304.0000000.000000FOR2304.000000FORS000005160EF HUTTON ACQUISITION CORPORATION I28201D109US28201D109012/07/2023To consider and vote, on a non-binding advisory basis, upon four separate governance proposals relating to material differences between EFHAC's Current Charter and the Amended Charter to be in effect upon the completion of the Business Combination in accordance with the requirements of the U.S. Securities and Exchange Commission (the "SEC"). These proposals are referred to as the "Advisory Proposals" or "Advisory Proposals 4A-4D." Advisory Proposal A - to increase the number of shares of common stock that the Combined Company is authorized to issue from 101,000,000 shares, consisting of 100,000,000 shares of the Common Stock and 1,000,000 shares of preferred stock to 1,020,000,000 shares, consisting of 1,000,000,000 shares of the Combined Company Common Stock and 20,000,000 shares of preferred stock;CAPITAL STRUCTUREISSUER2304.0000000.000000FOR2304.000000FORS000005160EF HUTTON ACQUISITION CORPORATION I28201D109US28201D109012/07/2023To consider and vote, on a non-binding advisory basis, upon four separate governance proposals relating to material differences between EFHAC's Current Charter and the Amended Charter to be in effect upon the completion of the Business Combination in accordance with the requirements of the U.S. Securities and Exchange Commission (the "SEC"). These proposals are referred to as the "Advisory Proposals" or "Advisory Proposals 4A-4D." Advisory Proposal B - to change the number of classes of directors from one class to three classes with staggered terms;SHAREHOLDER RIGHTS AND DEFENSESISSUER2304.0000000.000000FOR2304.000000FORS000005160EF HUTTON ACQUISITION CORPORATION I28201D109US28201D109012/07/2023To consider and vote, on a non-binding advisory basis, upon four separate governance proposals relating to material differences between EFHAC's Current Charter and the Amended Charter to be in effect upon the completion of the Business Combination in accordance with the requirements of the U.S. Securities and Exchange Commission (the "SEC"). These proposals are referred to as the "Advisory Proposals" or "Advisory Proposals 4A-4D." Advisory Proposal C - to change EFHAC's name to "ECD Automotive Design, Inc." or such other name designated by ECD by notice to EFHAC; andCORPORATE GOVERNANCEISSUER2304.0000000.000000FOR2304.000000FORS000005160EF HUTTON ACQUISITION CORPORATION I28201D109US28201D109012/07/2023To consider and vote, on a non-binding advisory basis, upon four separate governance proposals relating to material differences between EFHAC's Current Charter and the Amended Charter to be in effect upon the completion of the Business Combination in accordance with the requirements of the U.S. Securities and Exchange Commission (the "SEC"). These proposals are referred to as the "Advisory Proposals" or "Advisory Proposals 4A-4D." Advisory Proposal D - to remove the various provisions from the Current Charter applicable only to special purpose acquisition companies.CORPORATE GOVERNANCEISSUER2304.0000000.000000FOR2304.000000FORS000005160EF HUTTON ACQUISITION CORPORATION I28201D109US28201D109012/07/2023To consider and vote upon a proposal to approve, for purposes of complying with Nasdaq Listing Rules 5635 (a) and (b), the issuance of more than 20% of the issued and outstanding shares of the common stock, par value $0.0001 per share, of EFHAC (the "Common Stock") and the resulting change in control in connection with the Business Combination. This proposal is referred to as the "Nasdaq Proposal" or "Proposal 5."CAPITAL STRUCTUREISSUER2304.0000000.000000FOR2304.000000FORS000005160EF HUTTON ACQUISITION CORPORATION I28201D109US28201D109012/07/2023To consider and vote upon a proposal to approve EFHAC's 2023 Equity Incentive Plan. This proposal is referred to as the "Plan Proposal" or "Proposal 6."COMPENSATIONISSUER2304.0000000.000000FOR2304.000000FORS000005160EF HUTTON ACQUISITION CORPORATION I28201D109US28201D109012/07/2023To consider and vote upon a proposal to approve the adjournment of the EFHAC Special Meeting by the chairman thereof to a later date, if necessary, under certain circumstances, including for the purpose of soliciting additional proxies in favor of the foregoing proposals in the event EFHAC does not receive the requisite stockholder vote to approve the proposals. This proposal is called the "Adjournment Proposal" or "Proposal 7."CORPORATE GOVERNANCEISSUER2304.0000000.000000FOR2304.000000FORS000005160PEGASUS DIGITAL MOBILITY ACQ CORP.KYG69768102412/07/2023Proposal No. 1 - The Articles Amendment Proposal RESOLVED, as a special resolution, that, conditional upon the Company having net tangible assets of at least US$5,000,001 after giving effect to any share redemptions in connection with this resolution pursuant to article 54.7 of the existing memorandum and articles of association of the Company, the existing memorandum and articles of association of the Company be and are hereby replaced in their entirety with the new third amended and restated memorandum and articles of association in the form set forth in Annex A of the accompanying proxy statement.CORPORATE GOVERNANCEISSUER1486.0000000.000000FOR1486.000000FORS000005160PEGASUS DIGITAL MOBILITY ACQ CORP.KYG69768102412/07/2023Proposal No. 2 - The Adjournment Proposal RESOLVED, as an ordinary resolution, that the adjournment of the extraordinary general meeting sine die or to a later time, date and place to be determined by the chairman of the extraordinary general meeting be and is hereby authorized and approved.CORPORATE GOVERNANCEISSUER1486.0000000.000000FOR1486.000000FORS000005160APX ACQUISITION CORP. IKYG0440J109412/08/2023The Extension Amendment Proposal - as a special resolution to amend APXI's Amended and Restated Memorandum and Articles of Association dated February 27, 2023, as further amended by the Amendment to the Amended and Restated Articles of Association dated September 7, 2023 to give the Company the right to extend the date by which it has to consummate a business combination (the "Combination Period") up to twelve (12) times for an additional one (1) month each time from December 9, 2023 to December 9, 2024 (as extended, the "Extended Date") (i.e., for a period of time ending 36 months after the consummation of its initial public offering (the "Extension Amendment Proposal");CORPORATE GOVERNANCEISSUER10072.0000000.000000FOR10072.000000FORS000005160APX ACQUISITION CORP. IKYG0440J109412/08/2023The Trust Agreement Amendment Proposal - as an ordinary resolution to amend APXI's investment management trust agreement, dated as of December 6, 2021, by and between the Company and Continental Stock Transfer & Trust Company, to allow the Company to extend the Combination Period up to twelve (12) times for an additional one (1) month each time from December 9, 2023 to the Extended Date by depositing into the Trust Account, for each one-month extension, the lesser of (a) $125,000 and (b) $0.025 for each Class A ordinary share issued and outstanding after giving effect to the Redemption (the "Trust Agreement Amendment Proposal"); andCORPORATE GOVERNANCEISSUER10072.0000000.000000FOR10072.000000FORS000005160APX ACQUISITION CORP. IKYG0440J109412/08/2023The Adjournment Proposal - as an ordinary resolution, to adjourn the Extraordinary General Meeting to a later date or dates in the discretion of the chairman of the Extraordinary General Meeting, including, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, there are not sufficient votes to approve the Extension Amendment Proposal and the Trust Agreement Amendment Proposal.CORPORATE GOVERNANCEISSUER10072.0000000.000000FOR10072.000000FORS000005160NABORS ENERGY TRANSITION CORP.629567108US629567108412/08/2023Extension Amendment Proposal - To amend and restate the Company's Second Amended and Restated Certificate of Incorporation to allow the Company's board of directors, without another stockholder vote, to elect to extend the date by which the Company has to consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Company and one or more businesses or entities up to three times for an additional one month each time (each such month, a "Monthly Extension Period") (but in no event to a date later than 28 months from the closing of the Company's initial public offering (the "IPO")), provided, that Nabors Energy Transition Sponsor LLC, a Delaware limited liability company (or its affiliates or designees), deposits $200,000 into the trust account established in connection with the IPO for each Monthly Extension Period in exchange for a non-interest bearing, unsecured promissory note (the "Monthly Extension Option" and such proposal, the "Extension Amendment Proposal"). A copy of the form of the proposed Third Amended and Restated Certificate of Incorporation is set forth in Annex A to the accompanying proxy statement.CORPORATE GOVERNANCEISSUER14851.0000000.000000FOR14851.000000FORS000005160NABORS ENERGY TRANSITION CORP.629567108US629567108412/08/2023Trust Amendment Proposal - To amend and restate the Amended and Restated Investment Management Trust Agreement, dated as of May 12, 2023, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, to reflect the Monthly Extension Option (the "Trust Amendment Proposal"). A copy of the form of the proposed Second Amended and Restated Investment Management Trust Agreement is set forth in Annex B to the accompanying proxy statement.CORPORATE GOVERNANCEISSUER14851.0000000.000000FOR14851.000000FORS000005160NABORS ENERGY TRANSITION CORP.629567108US629567108412/08/2023Adjournment Proposal - To adjourn the Stockholder Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Stockholder Meeting, there are insufficient shares of Class A common stock, par value $0.0001 per share, shares of Class B common stock, par value $0.0001 per share, and shares of Class F common stock, par value $0.0001 per share, in the capital of the Company represented (either virtually or by proxy) to constitute a quorum necessary to conduct business at the Stockholder Meeting or at the time of the Stockholder Meeting to approve the Extension Amendment Proposal or the Trust Amendment Proposal.CORPORATE GOVERNANCEISSUER14851.0000000.000000FOR14851.000000FORS000005160INTEGRATED WELLNESS ACQUISITION CORPKYG4828B100512/11/2023The Extension Amendment Proposal "RESOLVED, as a special resolution, that subject to and conditional upon the Trust Account having net tangible assets of at least US$5,000,001 as at the date of this special resolution and the approval of the Liquidation Amendment Proposal, with effect from the date that the directors of the Company determine in their sole discretion, the date by which the Company would be required to consummate a business combination be extended to December 13, 2024 (or such earlier date as determined by our Board in its sole discretion) and each amendment to the amended and restated memorandum and articles of association of the Company as amended and currently in effect set forth in Annex A to the proxy statement, be and is hereby adopted."CORPORATE GOVERNANCEISSUER16437.0000000.000000FOR16437.000000FORS000005160INTEGRATED WELLNESS ACQUISITION CORPKYG4828B100512/11/2023The Liquidation Amendment Proposal "RESOLVED, as a special resolution, that subject to and conditional upon the Trust Account having net tangible assets of at least US$5,000,001 as at the date of this special resolution and the approval of the Extension Amendment Proposal, with effect from the date that the directors of the Company determine in their sole discretion, the board of directors of the Company, in its sole discretion, is authorized to elect to wind up the operations of the Company on a date on or prior to December 13, 2024 and each amendment to the amended and restated memorandum and articles of association of the Company as amended and currently in effect set forth in Annex A to the proxy statement, be and is hereby adopted."EXTRAORDINARY TRANSACTIONSISSUER16437.0000000.000000FOR16437.000000FORS000005160INTEGRATED WELLNESS ACQUISITION CORPKYG4828B100512/11/2023The Auditor Ratification Proposal "RESOLVED, as an ordinary resolution, that the selection of BDO USA, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023 be and is hereby confirmed, ratified and approved in all respects."AUDIT-RELATEDISSUER16437.0000000.000000FOR16437.000000FORS000005160INTEGRATED WELLNESS ACQUISITION CORPKYG4828B100512/11/2023The Adjournment Proposal In a Temporary Adjournment Scenario: "RESOLVED, as an ordinary resolution, that the adjournment of the general meeting to a later date or dates to be determined by the chairman of the general meeting to permit further solicitation of proxies be confirmed, adopted, approved and ratified in all respects." In an Indefinite Adjournment Scenario: "RESOLVED, as an ordinary resolution, that the adjournment of the Meeting sine die be confirmed, adopted, approved and ratified in all respects."CORPORATE GOVERNANCEISSUER16437.0000000.000000FOR16437.000000FORS000005160IX ACQUISITION CORP.KYG5000D103412/11/2023The Second Extension Amendment Proposal - RESOLVED, as a special resolution, that the Amended and Restated Memorandum of Association and Articles of Association be amended in the form attached to the proxy statement as Annex A, with immediate effect, in order to extend the date by which the Company has to consummate a Business Combination from December 12, 2023 on a monthly basis up to ten (10) times to October 12, 2024 (or such earlier date as determined by the Company's board of directors).CORPORATE GOVERNANCEISSUER19919.0000000.000000FOR19919.000000FORS000005160IX ACQUISITION CORP.KYG5000D103412/11/2023The Auditor Ratification Proposal - RESOLVED, as an ordinary resolution, that the appointment of Marcum LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2023 be ratified, approved and confirmed in all respects.AUDIT-RELATEDISSUER19919.0000000.000000FOR19919.000000FORS000005160IX ACQUISITION CORP.KYG5000D103412/11/2023The Adjournment Proposal - RESOLVED, as an ordinary resolution, that the adjournment of the extraordinary general meeting in lieu of an annual general meeting to a later date or dates, or indefinitely, to be determined by the chairman of the extraordinary general meeting in lieu of an annual general meeting, or indefinitely, if necessary or convenient, to permit further solicitation and vote of proxies be confirmed, ratified and approved in all respects.CORPORATE GOVERNANCEISSUER19919.0000000.000000FOR19919.000000FORS000005160NUBIA BRAND INTERNATIONAL CORP.67022R103US67022R103212/12/2023Proposal No. 1 - a proposal to approve the business combination described in the accompanying proxy statement, including (a) adopting the Merger Agreement and (b) approving the other transactions contemplated by the Merger Agreement and related agreements described in the accompanying proxy statement - we refer to this proposal as the "business combination proposal";EXTRAORDINARY TRANSACTIONSISSUER4041.0000000.000000FOR4041.000000FORS000005160NUBIA BRAND INTERNATIONAL CORP.67022R103US67022R103212/12/2023Proposal No. 2 - a proposal to approve and adopt the second amended and restated certificate of incorporation of Nubia in the form attached hereto as Annex B (the "second amended and restated certificate of incorporation") - we refer to this proposal as the "charter proposal";CORPORATE GOVERNANCEISSUER4041.0000000.000000FOR4041.000000FORS000005160NUBIA BRAND INTERNATIONAL CORP.67022R103US67022R103212/12/2023Proposal No. 3 - a proposal to consider and vote upon a proposal to amend Nubia's existing amended and restated certificate of incorporation to expand the methods that Nubia may employ to not become subject to the "penny stock" rules of the Securities and Exchange Commission - we refer to this proposal as the "NTA amendment proposal";CAPITAL STRUCTUREISSUER4041.0000000.000000FOR4041.000000FORS000005160NUBIA BRAND INTERNATIONAL CORP.67022R103US67022R103212/12/2023Proposal No. 4 - a proposal to approve and adopt the Combined Company's 2023 Stock Incentive Plan (the "Incentive Plan"), and the material terms thereof, including the authorization of the initial share reserve thereunder - we refer to this proposal as the "incentive plan proposal." A copy of the Incentive Plan is attached to the accompanying proxy statement as Annex D;COMPENSATIONISSUER4041.0000000.000000FOR4041.000000FORS000005160NUBIA BRAND INTERNATIONAL CORP.67022R103US67022R103212/12/2023Proposal No. 5 - a proposal to elect seven directors to serve on the Combined Company's board of directors effective as of the closing of the Transactions in accordance with the Merger Agreement - we refer to this proposal as the "director election proposal";DIRECTOR ELECTIONSISSUER4041.0000000.000000FOR4041.000000FORS000005160NUBIA BRAND INTERNATIONAL CORP.67022R103US67022R103212/12/2023Proposal No. 6 - a proposal to approve, for purposes of complying with Nasdaq Listing Rule 5635(a) and (b), the issuance of more than 20% of the issued and outstanding Nubia's Class A common stock and the resulting change in control in connection with the Transactions - we refer to this proposal as the "Nasdaq proposal";EXTRAORDINARY TRANSACTIONSISSUER4041.0000000.000000FOR4041.000000FORS000005160NUBIA BRAND INTERNATIONAL CORP.67022R103US67022R103212/12/2023Proposal No. 7 - a proposal to adjourn the special 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 business combination proposal, the charter proposal, the NTA amendment proposal, the incentive plan proposal, the director election proposal or the Nasdaq proposal - we refer to this proposal as the "adjournment proposal."CORPORATE GOVERNANCEISSUER4041.0000000.000000FOR4041.000000FORS000005160RPT REALTY74971D101US74971D101912/12/2023Merger Proposal: To approve, pursuant to the Agreement and Plan of Merger, dated as of August 28, 2023 (the "merger agreement"), by and among Kimco Realty Corporation ("Kimco"), Kimco Realty OP, LLC, Tarpon Acquisition, Sub, LLC, a directly wholly owned subsidiary of Kimco ("Merger Sub"), Tarpon OP Acquisition Sub, LLC, RPT Realty ("RPT") and RPT Realty, L.P., the merger of RPT with and into Merger Sub, with Merger Sub being the surviving entity (the "company merger"), and other transactions contemplated by the merger agreement.EXTRAORDINARY TRANSACTIONSISSUER15255.0000000.000000FOR15255.000000FORS000005160RPT REALTY74971D101US74971D101912/12/2023Compensation Proposal: To approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to RPT's named executive officers that is based on or otherwise related to the company merger and the other transactions contemplated by the merger agreement.SECTION 14A SAY-ON-PAY VOTESISSUER15255.0000000.000000FOR15255.000000FORS000005160RPT REALTY74971D101US74971D101912/12/2023Compensation Proposal: To approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to RPT's named executive officers that is based on or otherwise related to the company merger and the other transactions contemplated by the merger agreement.SECTION 14A SAY-ON-PAY VOTESISSUER15255.0000000.000000FOR15255.000000FOR1S000005160RPT REALTY74971D101US74971D101912/12/2023Adjournment Proposal: To approve one or more adjournments of the special meeting, if necessary or appropriate, to solicit additional proxies to obtain votes in favor of the Merger Proposal if there are not sufficient votes at the time of such adjournment to approve the Merger Proposal.CORPORATE GOVERNANCEISSUER15255.0000000.000000FOR15255.000000FORS0000051607GC & CO HOLDINGS INC.81786A107US81786A107912/13/2023The Business Combination Proposal - to consider and vote upon a proposal to approve and adopt the Agreement and Plan of Merger (the "Original Merger Agreement"), dated as of December 8, 2022, by and among 7GC, Banzai International, Inc., a Delaware corporation ("Banzai"), 7GC Merger Sub I, Inc., a Delaware corporation and an indirect wholly owned subsidiary of 7GC ("First Merger Sub"), and 7GC Merger Sub II, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of 7GC ("Second Merger Sub" and, together with First Merger Sub, the "Merger Subs" and each, a "Merger Sub"), as amended by the Amendment to Agreement and Plan of Merger, dated as of August 4, 2023, by and between 7GC and Banzai (the "Amendment" and, together with the Original Merger Agreement, the "Merger Agreement"), and the transactions contemplated by the Merger Agreement (the "Transactions"), including the Mergers (as defined herein), as more fully described elsewhere in the accompanying proxy statement/prospectus (the "Business Combination Proposal");EXTRAORDINARY TRANSACTIONSISSUER2405.0000000.000000FOR2405.000000FORS0000051607GC & CO HOLDINGS INC.81786A107US81786A107912/13/2023The Binding Charter Proposal - to consider and vote upon a proposal to approve the proposed Second Amended and Restated Certificate of Incorporation of 7GC (the "Proposed Charter"), the full text of which is attached to the accompanying proxy statement/prospectus as Annex H, which will replace 7GC's current amended and restated certificate of incorporation (the "Existing Charter") and will be in effect upon the Closing (the "Binding Charter Proposal");CORPORATE GOVERNANCEISSUER2405.0000000.000000FOR2405.000000FORS0000051607GC & CO HOLDINGS INC.81786A107US81786A107912/13/2023The Advisory Charter Proposals - to consider and vote upon separate proposals to approve, on a non-binding advisory basis, the following material differences between the Proposed Charter and the Existing Charter, which are being presented in accordance with SEC guidance as separate sub-proposals (the "Advisory Charter Proposals" and, together with the Binding Charter Proposal, the "Charter Proposals"): Proposal No. 3A - to increase the authorized shares of New Banzai Common Stock (as defined herein) to 275,000,000 shares, consisting of 250,000,000 New Banzai Class A Shares (as defined herein) and 25,000,000 New Banzai Class B Shares (as defined herein), and authorized shares of New Banzai Preferred Stock (as defined herein) to 75,000,000 ("Proposal No. 3A");CAPITAL STRUCTUREISSUER2405.0000000.000000FOR2405.000000FORS0000051607GC & CO HOLDINGS INC.81786A107US81786A107912/13/2023The Advisory Charter Proposals - to consider and vote upon separate proposals to approve, on a non-binding advisory basis, the following material differences between the Proposed Charter and the Existing Charter, which are being presented in accordance with SEC guidance as separate sub-proposals (the "Advisory Charter Proposals" and, together with the Binding Charter Proposal, the "Charter Proposals"): Proposal No. 3B - to provide that the holders of New Banzai Class A Shares will be entitled to cast one vote per New Banzai Class A Share, and holders of New Banzai Class B Shares will be entitled to cast ten votes per New Banzai Class B Share on each matter properly submitted to the stockholders entitled to vote thereon ("Proposal No. 3B");CAPITAL STRUCTUREISSUER2405.0000000.000000FOR2405.000000FORS0000051607GC & CO HOLDINGS INC.81786A107US81786A107912/13/2023The Advisory Charter Proposals - to consider and vote upon separate proposals to approve, on a non-binding advisory basis, the following material differences between the Proposed Charter and the Existing Charter, which are being presented in accordance with SEC guidance as separate sub-proposals (the "Advisory Charter Proposals" and, together with the Binding Charter Proposal, the "Charter Proposals"): Proposal No. 3C - to require the approval of Mr. Joseph Davy to amend, repeal, waive, or alter any provision in Section A of Article IV of the Proposed Charter that would adversely affect the rights of holders of New Banzai Class B Shares ("Proposal No. 3C");CORPORATE GOVERNANCEISSUER2405.0000000.000000FOR2405.000000FORS0000051607GC & CO HOLDINGS INC.81786A107US81786A107912/13/2023The Advisory Charter Proposals - to consider and vote upon separate proposals to approve, on a non-binding advisory basis, the following material differences between the Proposed Charter and the Existing Charter, which are being presented in accordance with SEC guidance as separate sub-proposals (the "Advisory Charter Proposals" and, together with the Binding Charter Proposal, the "Charter Proposals"): Proposal No. 3D - to require an affirmative vote of 66 2/3% of the voting power of the shares of capital stock of New Banzai (as defined herein) entitled to vote on the election of directors to alter, amend, or repeal the proposed Amended and Restated Bylaws, the full text of which are attached to the accompanying proxy statement/prospectus as Annex I (the "Proposed Bylaws") ("Proposal No. 3D");CORPORATE GOVERNANCEISSUER2405.0000000.000000FOR2405.000000FORS0000051607GC & CO HOLDINGS INC.81786A107US81786A107912/13/2023The Advisory Charter Proposals - to consider and vote upon separate proposals to approve, on a non-binding advisory basis, the following material differences between the Proposed Charter and the Existing Charter, which are being presented in accordance with SEC guidance as separate sub-proposals (the "Advisory Charter Proposals" and, together with the Binding Charter Proposal, the "Charter Proposals"): Proposal No. 3E - to require an affirmative vote of 66 2/3% of the voting power of the shares of capital stock of New Banzai entitled to vote thereon to alter, amend, or repeal Articles V, VI, VII, and VIII of the Proposed Charter ("Proposal No. 3E");CORPORATE GOVERNANCEISSUER2405.0000000.000000FOR2405.000000FORS0000051607GC & CO HOLDINGS INC.81786A107US81786A107912/13/2023The Advisory Charter Proposals - to consider and vote upon separate proposals to approve, on a non-binding advisory basis, the following material differences between the Proposed Charter and the Existing Charter, which are being presented in accordance with SEC guidance as separate sub-proposals (the "Advisory Charter Proposals" and, together with the Binding Charter Proposal, the "Charter Proposals"): Proposal No. 3F - to require an affirmative vote of 66 2/3% of the voting power of the shares of capital stock of New Banzai entitled to vote on the election of directors to remove a director with cause ("Proposal No. 3F"); andCORPORATE GOVERNANCEISSUER2405.0000000.000000FOR2405.000000FORS0000051607GC & CO HOLDINGS INC.81786A107US81786A107912/13/2023The Advisory Charter Proposals - to consider and vote upon separate proposals to approve, on a non-binding advisory basis, the following material differences between the Proposed Charter and the Existing Charter, which are being presented in accordance with SEC guidance as separate sub-proposals (the "Advisory Charter Proposals" and, together with the Binding Charter Proposal, the "Charter Proposals"): Proposal No. 3G - to approve and adopt the Proposed Charter that includes the approval of Proposals 3A, B, C, D, E and F and provides for certain additional changes, including changing 7GC's name from "7GC & Co. Holdings Inc." to "Banzai International, Inc." and eliminate the provisions relating to 7GC's status as a blank check company, which the 7GC Board believes are necessary to adequately address the needs of New Banzai immediately following the consummation of the Business Combination (as defined herein) and approval of the Proposed Charter ("Proposal No. 3G");CORPORATE GOVERNANCEISSUER2405.0000000.000000FOR2405.000000FORS0000051607GC & CO HOLDINGS INC.81786A107US81786A107912/13/2023The Director Election Proposal - to consider and vote upon a proposal to elect, effective at the closing of the Business Combination (the "Closing"), five directors to serve staggered terms on the New Banzai Board (as defined herein) until the 2024, 2025, and 2026 annual meetings of the stockholders, respectively, or until the election and qualification of their respective successors in office, subject to their earlier death, resignation, or removal (the "Director Election Proposal"): Joseph P. DavyDIRECTOR ELECTIONSISSUER2405.0000000.000000FOR2405.000000FORS0000051607GC & CO HOLDINGS INC.81786A107US81786A107912/13/2023The Director Election Proposal - to consider and vote upon a proposal to elect, effective at the closing of the Business Combination (the "Closing"), five directors to serve staggered terms on the New Banzai Board (as defined herein) until the 2024, 2025, and 2026 annual meetings of the stockholders, respectively, or until the election and qualification of their respective successors in office, subject to their earlier death, resignation, or removal (the "Director Election Proposal"): Jack LeeneyDIRECTOR ELECTIONSISSUER2405.0000000.000000FOR2405.000000FORS0000051607GC & CO HOLDINGS INC.81786A107US81786A107912/13/2023The Director Election Proposal - to consider and vote upon a proposal to elect, effective at the closing of the Business Combination (the "Closing"), five directors to serve staggered terms on the New Banzai Board (as defined herein) until the 2024, 2025, and 2026 annual meetings of the stockholders, respectively, or until the election and qualification of their respective successors in office, subject to their earlier death, resignation, or removal (the "Director Election Proposal"): Mason WardDIRECTOR ELECTIONSISSUER2405.0000000.000000FOR2405.000000FORS0000051607GC & CO HOLDINGS INC.81786A107US81786A107912/13/2023The Director Election Proposal - to consider and vote upon a proposal to elect, effective at the closing of the Business Combination (the "Closing"), five directors to serve staggered terms on the New Banzai Board (as defined herein) until the 2024, 2025, and 2026 annual meetings of the stockholders, respectively, or until the election and qualification of their respective successors in office, subject to their earlier death, resignation, or removal (the "Director Election Proposal"): Paula BoggsDIRECTOR ELECTIONSISSUER2405.0000000.000000FOR2405.000000FORS0000051607GC & CO HOLDINGS INC.81786A107US81786A107912/13/2023The Director Election Proposal - to consider and vote upon a proposal to elect, effective at the closing of the Business Combination (the "Closing"), five directors to serve staggered terms on the New Banzai Board (as defined herein) until the 2024, 2025, and 2026 annual meetings of the stockholders, respectively, or until the election and qualification of their respective successors in office, subject to their earlier death, resignation, or removal (the "Director Election Proposal"): William BryantDIRECTOR ELECTIONSISSUER2405.0000000.000000FOR2405.000000FORS0000051607GC & CO HOLDINGS INC.81786A107US81786A107912/13/2023The Nasdaq Proposal - to consider and vote upon a proposal to approve, for purposes of complying with the applicable listing rules of The Nasdaq Capital Market ("Nasdaq"): (i) the issuance of shares of New Banzai Common Stock pursuant to the Merger Agreement and in connection with the Business Combination, including pursuant to the GEM Agreement, the Fee Reduction Agreement (as defined herein), and the Potential PIPE Offering (as defined herein); and (ii) the related change of control of 7GC that will occur in connection with the consummation of the Mergers and the other transactions contemplated by the Merger Agreement (the "Nasdaq Proposal");CAPITAL STRUCTUREISSUER2405.0000000.000000FOR2405.000000FORS0000051607GC & CO HOLDINGS INC.81786A107US81786A107912/13/2023The Incentive Plan Proposal - to consider and vote upon a proposal to approve and adopt the Banzai International, Inc. 2023 Equity Incentive Plan (the "Equity Incentive Plan") (the "Incentive Plan Proposal");COMPENSATIONISSUER2405.0000000.000000FOR2405.000000FORS0000051607GC & CO HOLDINGS INC.81786A107US81786A107912/13/2023The ESPP Proposal - to consider and vote upon a proposal to approve the Banzai International, Inc. 2023 Employee Stock Purchase Plan (the "ESPP") (the "ESPP Proposal"); andCOMPENSATIONISSUER2405.0000000.000000FOR2405.000000FORS0000051607GC & CO HOLDINGS INC.81786A107US81786A107912/13/2023The Adjournment Proposal - to consider and vote upon a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient shares represented to constitute a quorum necessary to conduct business at the Special Meeting or votes for the approval of one or more proposals at the Special Meeting or to the extent necessary to ensure that any required supplement or amendment to the accompanying proxy statement/prospectus is provided to 7GC stockholders (the "Adjournment Proposal").CORPORATE GOVERNANCEISSUER2405.0000000.000000FOR2405.000000FORS000005160MIRATI THERAPEUTICS, INC.60468T105US60468T105112/13/2023To adopt the Agreement and Plan of Merger (the "Merger Agreement"), dated October 8, 2023, by and among Mirati Therapeutics, Inc. ("Mirati"), Bristol-Myers Squibb Company ("Parent") and Vineyard Merger Sub Inc., a wholly owned subsidiary of Parent ("Merger Sub"), including the form of contingent value rights agreement to be entered into at or immediately prior to the effective time of the Merger by Parent and a rights agent reasonably acceptable to Mirati, pursuant to which Merger Sub will merge with and into Mirati (the "Merger "), with Mirati surviving the Merger as a wholly owned subsidiary of Parent.EXTRAORDINARY TRANSACTIONSISSUER5198.0000000.000000FOR5198.000000FORS000005160MIRATI THERAPEUTICS, INC.60468T105US60468T105112/13/2023To approve, by non-binding, advisory vote, compensation that may be paid or become payable by Mirati to its named executive officers in connection with the Merger.SECTION 14A SAY-ON-PAY VOTESISSUER5198.0000000.000000FOR5198.000000FORS000005160MIRATI THERAPEUTICS, INC.60468T105US60468T105112/13/2023To approve, by non-binding, advisory vote, compensation that may be paid or become payable by Mirati to its named executive officers in connection with the Merger.SECTION 14A SAY-ON-PAY VOTESISSUER5198.0000000.000000FOR5198.000000FOR1S000005160MIRATI THERAPEUTICS, INC.60468T105US60468T105112/13/2023To approve the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the special meeting.CORPORATE GOVERNANCEISSUER5198.0000000.000000FOR5198.000000FORS000005160NABORS ENERGY TRANSITION CORP.629567108US629567108412/13/2023Business Combination Proposal - To approve and adopt the Business Combination Agreement, dated as of February 14, 2023 (the "Business Combination Agreement"), among NETC, Vast Renewables Limited, an Australian public company limited by shares (f/k/a Vast Solar Pty Ltd, an Australian proprietary company limited by shares) ("Vast"), Neptune Merger Sub, Inc., a Delaware corporation and wholly owned direct subsidiary of Vast ("Merger Sub"), Nabors Energy Transition Sponsor LLC, a Delaware limited liability company (the "NETC Sponsor") (solely with respect to Sections 5.20, 7.10(a) and 7.16 thereto), and Nabors Industries Ltd. ("Nabors") (solely with respect to Sections 7.8(d) and 7.18 thereto) and the transactions contemplated thereby (the "Business Combination"), pursuant to which, among other things and subject to the terms and conditions contained therein, Merger Sub will merge with and into NETC (the "Merger"), with NETC continuing as the surviving corporation and a wholly owned direct subsidiary of Vast (the "Surviving Corporation").EXTRAORDINARY TRANSACTIONSISSUER14851.0000000.000000FOR14851.000000FORS000005160NABORS ENERGY TRANSITION CORP.629567108US629567108412/13/2023The Vast Constitution Proposal - On a non-binding advisory basis, to approve the governance provisions contained in the amended and restated constitution of Vast (the "Constitution") that materially affect NETC stockholder rights, presented separately in accordance with the U.S. Securities and Exchange Commission (the "SEC") guidance.CORPORATE GOVERNANCEISSUER14851.0000000.000000FOR14851.000000FORS000005160NABORS ENERGY TRANSITION CORP.629567108US629567108412/13/2023Adjournment Proposal - To approve the adjournment of the NETC special meeting to a later date or dates, if necessary or appropriate, 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 Business Combination Proposal.CORPORATE GOVERNANCEISSUER14851.0000000.000000FOR14851.000000FORS000005160JUPITER ACQUISITION CORPORATION482082104US482082104312/14/2023Proposal 1- The Charter Amendment Proposal To amend the Company's amended and restated certificate of incorporation, as amended to date, in the form set forth as Annex A to the accompanying proxy statement, to extend the date by which the Company must consummate an initial business combination from December 17, 2023 to June 30, 2024 or such earlier date as determined by the Company's board of directors (the "Board") (the "Charter Amendment Proposal").CORPORATE GOVERNANCEISSUER2341.0000000.000000FOR2341.000000FORS000005160JUPITER ACQUISITION CORPORATION482082104US482082104312/14/2023Proposal 2- The Adjournment Proposal To direct the chairman of the Special Meeting to adjourn the Special Meeting to a later date or dates or indefinitely, if necessary or convenient, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve the Charter Amendment Proposal or the Board determines before the Special Meeting that it is not necessary or no longer desirable to proceed with the Charter Amendment Proposal.CORPORATE GOVERNANCEISSUER2341.0000000.000000FOR2341.000000FORS000005160NEWCOURT ACQUISITION CORPKYG6448C103312/14/2023The Business Combination Proposal: to approve and adopt the Amended and Restated Business Combination Agreement, dated as of July 31, 2023 (the "Business Combination Agreement), by and among the Company, Newcourt SPAC Sponsor LLC, a Delaware limited liability company, Psyence Group Inc., a corporation organized under the laws of Ontario, Canada ("Parent"), Psyence Biomedical Ltd., a corporation organized under the laws of Ontario, Canada ("Pubco"), Psyence (Cayman) Merger Sub, a Cayman Islands exempted company and a direct and wholly owned subsidiary of Pubco ("Merger Sub"), Psyence Biomed Corp., a corporation organized under the laws of British Columbia, Canada, and Psyence Biomed II Corp., a corporation organized under the laws of Ontario, Canada ("Psyence"), pursuant to which each of the following transactions will occur in the following order: Parent will contribute Psyence to Pubco in a share for share exchange (the "Company Exchange"); and immediately following the Company Exchange, Merger Sub will merge with and into the Company, with the Company being the surviving company in the merger (the "Merger") and each outstanding ordinary share of the Company will convert into the right to receive one common share of Pubco.EXTRAORDINARY TRANSACTIONSISSUER194.0000000.000000FOR194.000000FORS000005160NEWCOURT ACQUISITION CORPKYG6448C103312/14/2023The Merger Proposal: to approve, by special resolution: (i) the Company be authorized to merge with Merger Sub, so that the Company be the surviving company and all undertaking, property and liabilities of Merger Sub vest in the Company by virtue of the Merger in accordance with the Business Combination Agreement and the Companies Act (As Revised) of the Cayman Islands, (ii) the Plan of Merger in the form attached to the Proxy Statement as Annex D, pursuant to which the Company will merge with Merger Sub, with the Company being the surviving company; and (iii) entry into the Plan of Merger.EXTRAORDINARY TRANSACTIONSISSUER194.0000000.000000FOR194.000000FORS000005160NEWCOURT ACQUISITION CORPKYG6448C103312/14/2023The Organizational Documents Proposal: to approve by special resolution under Cayman Islands law, assuming the Business Combination Proposal is approved and adopted, the approval of the articles of incorporation and amended and by-laws (together, the "Proposed Articles") of Pubco, which, if approved, would take effect at the time of the Closing.CORPORATE GOVERNANCEISSUER194.0000000.000000FOR194.000000FORS000005160NEWCOURT ACQUISITION CORPKYG6448C103312/14/2023The Advisory Articles Proposals: to approve, on an advisory and non-binding basis, on three separate sub-proposals to approve certain governance provisions in the Proposed Articles. These separate votes are not otherwise required by under Cayman Islands law, separate and apart from the Organizational Documents Proposal, but are required by SEC guidance requiring that stockholders have the opportunity to present their views on important corporate governance provisions. To approve, on an advisory and non-binding basis, provisions to be included in the Proposed Articles which establish the authorized capital of Pubco to consist of an unlimited number of common shares.CAPITAL STRUCTUREISSUER194.0000000.000000FOR194.000000FORS000005160NEWCOURT ACQUISITION CORPKYG6448C103312/14/2023The Advisory Articles Proposals: to approve, on an advisory and non-binding basis, on three separate sub-proposals to approve certain governance provisions in the Proposed Articles. These separate votes are not otherwise required by under Cayman Islands law, separate and apart from the Organizational Documents Proposal, but are required by SEC guidance requiring that stockholders have the opportunity to present their views on important corporate governance provisions. To approve, on an advisory and non-binding basis, provisions to be included in the Proposed Articles which establish Pubco's corporate name as "Psyence Biomedical Ltd."CORPORATE GOVERNANCEISSUER194.0000000.000000FOR194.000000FORS000005160NEWCOURT ACQUISITION CORPKYG6448C103312/14/2023The Advisory Articles Proposals: to approve, on an advisory and non-binding basis, on three separate sub-proposals to approve certain governance provisions in the Proposed Articles. These separate votes are not otherwise required by under Cayman Islands law, separate and apart from the Organizational Documents Proposal, but are required by SEC guidance requiring that stockholders have the opportunity to present their views on important corporate governance provisions. To approve, on an advisory and non-binding basis, the exclusion from the Proposed Articles of certain provisions related to the Company's status as a blank check company that will not apply to Pubco upon consummation of the Business CombinaCORPORATE GOVERNANCEISSUER194.0000000.000000FOR194.000000FORS000005160NEWCOURT ACQUISITION CORPKYG6448C103312/14/2023The Incentive Plan Proposal: to approve by ordinary resolution under Cayman Islands law, the Pubco 2023 Equity Incentive Plan, a copy of which is attached to the Proxy Statement as Annex E.COMPENSATIONISSUER194.0000000.000000FOR194.000000FORS000005160NEWCOURT ACQUISITION CORPKYG6448C103312/14/2023The Director Proposal: to approve the appointment of five (5) directors, who, upon consummation of the Business Combination, will constitute all the members of the the board of directors of Pubco.DIRECTOR ELECTIONSISSUER194.0000000.000000FOR194.000000FORS000005160NEWCOURT ACQUISITION CORPKYG6448C103312/14/2023The Shareholder Adjournment Proposal: to approve, by ordinary resolution, the adjournment of the special meeting to a later date or dates, if necessary or appropriate, as determined by the Board.CORPORATE GOVERNANCEISSUER194.0000000.000000FOR194.000000FORS000005160SEMPER PARATUS ACQUISITION CORPKYG8028L107712/14/2023Extension Amendment Proposal Amend the Company's Amended and Restated Certificate to extend the date by which the Company has to complete an initial business combination from December 15, 2023, to September 15, 2024, or such earlier date as determined by the Board of Directors, in a series of one (1) three-month extension and six (6) one-month extensions, which we refer to as the "Extension Amendment Proposal."CORPORATE GOVERNANCEISSUER1017.0000000.000000FOR1017.000000FORS000005160SEMPER PARATUS ACQUISITION CORPKYG8028L107712/14/2023Adjournment Proposal 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, which we refer to as the "Adjournment Proposal."CORPORATE GOVERNANCEISSUER1017.0000000.000000FOR1017.000000FORS000005160SILICON MOTION TECHNOLOGY CORP.82706C108US82706C108012/14/2023To elect Mr. Cain Lin as a director of the Company, who will fill the vacancy created as a result of the retirement by rotation of Mr. Yung-Chien Wang pursuant to the Articles.DIRECTOR ELECTIONSISSUER191.0000000.000000FOR191.000000FORS000005160SILICON MOTION TECHNOLOGY CORP.82706C108US82706C108012/14/2023To re-elect Mr. Steve Chen as a director of the Company, who retires by rotation pursuant to the Articles.DIRECTOR ELECTIONSISSUER191.0000000.000000FOR191.000000FORS000005160SILICON MOTION TECHNOLOGY CORP.82706C108US82706C108012/14/2023To ratify the appointment of Deloitte & Touche as independent auditors of the Company for the fiscal year ending on December 31, 2023 and authorize the directors to fix their remuneration.AUDIT-RELATEDISSUER191.0000000.000000FOR191.000000FORS000005160NUBIA BRAND INTERNATIONAL CORP.67022R103US67022R103212/15/2023To amend (the "Extension Amendment") the Company's Amended and Restated Certificate of Incorporation (our "charter") to allow the Company to extend the date by which the Company must consummate a business combination (as defined below) (the "Extension") by three months from December 15, 2023 (the date that is 21 months from the closing date of the Company's initial public offering of units (the "IPO")) to March 15, 2024 (the date that is 24 months from the closing date of the IPO) (the "Extended Date") (the "Extension Amendment Proposal").CORPORATE GOVERNANCEISSUER4041.0000000.000000FOR4041.000000FORS000005160NUBIA BRAND INTERNATIONAL CORP.67022R103US67022R103212/15/2023To amend (the "Trust Amendment") the Investment Management Trust Agreement, dated March 10, 2022 (the "Trust Agreement"), by and between the Company and Continental Stock Transfer & Trust Company (the "Trustee"), to allow the Company to extend the date on which the Trustee must liquidate the trust account established by the Company in connection with the IPO (the "trust account") if the Company has not completed its initial business combination, by three months from December 15, 2023 (the date that is 21 months from the closing date of the IPO) to March 15, 2024 (the date that is 24 months from the closing date of the IPO) (the "Trust Amendment Proposal").CORPORATE GOVERNANCEISSUER4041.0000000.000000FOR4041.000000FORS000005160NUBIA BRAND INTERNATIONAL CORP.67022R103US67022R103212/15/2023To amend the Company's charter to provide for the right of a holder of the Company's Class B common stock, par value $0.0001 per share (the "Class B common stock" or the "founder shares"), to convert into shares of the Company's Class A common stock, par value $0.0001 per share (the "Class A common stock" or "public shares") on a one-for-one basis at any time, and from time to time, prior to the closing of a business combination at the election of the holder (the "Founder Share Amendment").CAPITAL STRUCTUREISSUER4041.0000000.000000FOR4041.000000FORS000005160NUBIA BRAND INTERNATIONAL CORP.67022R103US67022R103212/15/2023A proposal to approve the adjournment of the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes to approve the Extension Amendment Proposal, the Trust Amendment Proposal or the Founder Share Amendment or if we determine that additional time is necessary to effectuate the Extension (the "Adjournment Proposal"). The Adjournment Proposal will only be presented at the special meeting if there are not sufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal, the Trust Amendment Proposal and the Founder Share Amendment.CORPORATE GOVERNANCEISSUER4041.0000000.000000FOR4041.000000FORS000005160TARGET GLOBAL ACQUISITION I CORP.KYG8675N109712/15/2023The Extension Amendment Proposal - To amend, by way of special resolution, the Company's amended and restated memorandum and articles of association (the "Articles") to extend the date (the "Termination Date") by which the Company has to consummate a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving a company (a "Business Combination") (the "Extension Amendment") from January 13, 2024 (the "Original Termination Date") to May 8, 2024 (the "Articles Extension Date") and to allow the Company, without another shareholder vote, to elect to further extend the Termination Date to consummate an initial Business Combination on a monthly basis for up to seven times by an additional one month each time after the Articles Extension Date, by resolution of the Company's board (the "Board") of directors, if requested by Target Global Sponsor Ltd., a Cayman Islands exempted company limited by shares, and upon two calendar days' advance notice prior to the applicable Termination Date, until December 8, 2024 (each, an "Additional Articles Extension Date"), unless the closing of a Business Combination shall have occurred prior thereto.CORPORATE GOVERNANCEISSUER9605.0000000.000000FOR9605.000000FORS000005160TARGET GLOBAL ACQUISITION I CORP.KYG8675N109712/15/2023The Trust Amendment Proposal - To amend, by the affirmative vote of at least sixty-five percent (65%) of the votes cast of the then issued and outstanding Class A Ordinary shares and Class B Ordinary shares, voting together as a single class, that certain investment management trust agreement, dated December 8, 2021 (as amended from time to time) by and between the Company and Continental Stock Transfer & Trust Company, as trustee ("Continental"), to change the date on which Continental must commence liquidation of the trust account established in connection with IPO to the earliest of (i) the Company's completion of a business combination; (ii) the Articles Extension Date and (iii) the Additional Articles Extension Dates.CORPORATE GOVERNANCEISSUER9605.0000000.000000FOR9605.000000FORS000005160TARGET GLOBAL ACQUISITION I CORP.KYG8675N109712/15/2023The Director Appointment Proposal - To re-appoint, by way of ordinary resolution of the holders of the Class B Ordinary Shares, each of Mr. Jeffrey Clarke and Mr. Michael Abbott as Class I directors on the Company's board to serve until the 2026 annual general meeting of shareholders, until their respective successors are duly appointed and qualified, or until their earlier death, resignation or removal. Only holders of Class B Ordinary shares are entitled to vote on the Director Appointment ProposalDIRECTOR ELECTIONSISSUER9605.0000000.000000FOR9605.000000FORS000005160TARGET GLOBAL ACQUISITION I CORP.KYG8675N109712/15/2023The Auditor Ratification Proposal: To ratify, by way of ordinary resolution, the selection by the Company's audit committee of Marcum LLP as the Company's independent registered public accounting firm for the Company's fiscal year ending December 31, 2023.AUDIT-RELATEDISSUER9605.0000000.000000FOR9605.000000FORS000005160TARGET GLOBAL ACQUISITION I CORP.KYG8675N109712/15/2023The Adjournment Proposal: To adjourn, by way of ordinary resolution, the Shareholder Meeting to a later date or dates, if necessary, (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient Class A Ordinary Shares and Class B Ordinary Shares in the capital of the Company represented (either in person or virtually, or by proxy) to approve the Extension Amendment Proposal, the Trust Amendment Proposal, the Director Appointment Proposal or the Auditor Ratification Proposal, (ii) if the holders of Public Shares have elected to redeem an amount of shares in connection with the Extension Amendment such that the Company would not adhere to the continued listing requirements of the Nasdaq Stock Market LLC, or (iii) if the Board determines before the Shareholder Meeting that it is not necessary or no longer desirable to proceed with the other proposals.CORPORATE GOVERNANCEISSUER9605.0000000.000000FOR9605.000000FORS000005160DUET ACQUISITION CORP.26431Q106US26431Q106712/18/2023Proposal 1 - Extension Amendment Proposal Amend the Company's amended and restated certificate of incorporation to extend the date by which the Company has to complete a business combination from January 24, 2024 to January 24, 2025, pursuant to twelve one-month extensions, or such earlier date as determined by the Board of Directors, provided that the Sponsor (or its affiliates or permitted designees) will deposit into the Trust Account the lesser of (x) $40,000 or (y) $0.04 per share for each public share that is not redeemed in connection with the Special Meeting for each such one-month extension commencing December 24, 2023 until January 24, 2025, unless the Closing of the Company's Business Combination shall have occurred, which we refer to as the ''Extension Amendment Proposal.''CORPORATE GOVERNANCEISSUER2344.0000000.000000FOR2344.000000FORS000005160DUET ACQUISITION CORP.26431Q106US26431Q106712/18/2023Proposal 2 - Trust Amendment Proposal Amend the Company's investment management trust agreement, dated as of January 19, 2022, by and between the Company and Continental Stock Transfer & Trust Company, (i) allowing the Company to extend the Proposed Business Combination period from January 24, 2024 to January 24, 2025 pursuant to twelve one-month extensions and (ii) updating certain defined terms in the Trust Agreement.CORPORATE GOVERNANCEISSUER2344.0000000.000000FOR2344.000000FORS000005160DUET ACQUISITION CORP.26431Q106US26431Q106712/18/2023Proposal 3A - Founder Share Amendment Proposal A proposal to amend the Existing DUET Charter, to provide for the right of the holders of DUET Class B Common Stock to convert such shares of DUET Class B Common Stock into shares of DUET Class A Common Stock on a one-to-one basis at the election of such holders.CAPITAL STRUCTURECORPORATE GOVERNANCEISSUER2344.0000000.000000FOR2344.000000FORS000005160DUET ACQUISITION CORP.26431Q106US26431Q106712/18/2023Proposal 3B - Action by Written Consent Amendment Proposal A proposal to amend the Existing DUET Charter, to provide for action by written consent executed by a majority of the Board or a majority of committee members.CORPORATE GOVERNANCEISSUER2344.0000000.000000FOR2344.000000FORS000005160DUET ACQUISITION CORP.26431Q106US26431Q106712/18/2023Proposal 4 - Adjournment Proposal Approve the adjournment of the Special 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 and the Trust Amendment Proposal, which we refer to as the ''Adjournment Proposal.''CORPORATE GOVERNANCEISSUER2344.0000000.000000FOR2344.000000FORS000005160ACCRETION ACQUISITION CORP.00438Y107US00438Y107312/19/2023PROPOSAL NO. 1. EXTENSION AMENDMENT PROPOSAL - To amend the Company's amended and restated certificate of incorporation (the ''Certificate of Incorporation'') to further extend the date (the ''Termination Date'') by which the Company has to consummate a Business Combination (as defined below) from December 25, 2023 (the 'Original Extension Date'') to February 25, 2024 (the ''Charter Extension Date'') and to allow the Company, without another stockholder vote, to elect to extend the Termination Date to consummate an initial business combination (a ''Business Combination'') on a monthly basis up to four times by an additional one month each time after the Charter Extension Date, by resolution of the Company's board of directors (the ''Board''), if requested by Accretion Acquisition Sponsor, LLC, a Delaware limited liability company, and upon five days' advance notice prior to the applicable Termination Date, until June 25, 2024 or a total of up to six months after the Original Extension Date, unless the closing of a Business Combination shall have occurred prior thereto.CORPORATE GOVERNANCEISSUER11530.0000000.000000FOR11530.000000FORS000005160ACCRETION ACQUISITION CORP.00438Y107US00438Y107312/19/2023PROPOSAL NO. 2. DIRECTOR ELECTION PROPOSAL - To re-elect Ron Maor and Daniel Posner to serve as directors on the Board until the 2026 annual meeting of stockholders or until his successor is elected and qualified. : Ron MaorDIRECTOR ELECTIONSISSUER11530.0000000.000000FOR11530.000000FORS000005160ACCRETION ACQUISITION CORP.00438Y107US00438Y107312/19/2023PROPOSAL NO. 2. DIRECTOR ELECTION PROPOSAL -To re-elect Ron Maor and Daniel Posner to serve as directors on the Board until the 2026 annual meeting of stockholders or until his successor is elected and qualified. : Daniel PosnerDIRECTOR ELECTIONSISSUER11530.0000000.000000FOR11530.000000FORS000005160ACCRETION ACQUISITION CORP.00438Y107US00438Y107312/19/2023PROPOSAL NO. 3. AUDITOR RATIFICATION PROPOSAL - To ratify the selection by our audit committee of the Board of Marcum LLP to serve as our independent registered public accounting firm for the year ending December 31, 2023.AUDIT-RELATEDISSUER11530.0000000.000000FOR11530.000000FORS000005160ACCRETION ACQUISITION CORP.00438Y107US00438Y107312/19/2023PROPOSAL NO. 4. ADJOURNMENT PROPOSAL - To adjourn the Annual Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Annual Meeting, there are insufficient shares of Common Stock in the capital of the Company represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Annual Meeting or at the time of the Annual Meeting to approve the Extension Amendment Proposal.CORPORATE GOVERNANCEISSUER11530.0000000.000000FOR11530.000000FORS000005160ROTH CH ACQUISITION CO.KYG88935112112/19/2023The Extension Amendment Proposal - as a special resolution, to amend the Company's Articles of Association to reduce the required monthly deposit to be made into the trust account in connection with the 10 remaining one-month extensions from $60,000 to the lesser of (a) $0.02 per public share outstanding and (b) $30,000.CORPORATE GOVERNANCEISSUER5607.0000000.000000FOR5607.000000FORS000005160ROTH CH ACQUISITION CO.KYG88935112112/19/2023The Trust Agreement Amendment Proposal - to amend the Company's investment management trust agreement, dated as of October 26, 2021, as amended, to the reduce the required monthly deposit in connection with the 10 remaining one-month extensions from $60,000 to the lesser of (a) $0.02 per public share outstanding and (b) $30,000.CORPORATE GOVERNANCEISSUER5607.0000000.000000FOR5607.000000FORS000005160ROTH CH ACQUISITION CO.KYG88935112112/19/2023The Net Tangible Assets Amendment Proposal - as a special resolution, to amend the Company's Articles of Association to remove the net tangible asset requirement from the Articles of Association.CAPITAL STRUCTUREISSUER5607.0000000.000000FOR5607.000000FORS000005160ROTH CH ACQUISITION CO.KYG88935112112/19/2023The Adjournment Proposal - as an ordinary resolution, to approve the adjournment of the 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 proposals or as otherwise determined by the Chairman of the general meeting.CORPORATE GOVERNANCEISSUER5607.0000000.000000FOR5607.000000FORS000005160METAL SKY STAR ACQUISITION CORP.KYG6053N105112/20/2023Election of Directors To re-appoint the following five (5) members to the Board of Directors to hold office until the second succeeding annual general meeting of shareholders or until their respective successors have been elected and qualified. : Wenxi HeDIRECTOR ELECTIONSISSUER9486.0000000.000000FOR9486.000000FORS000005160METAL SKY STAR ACQUISITION CORP.KYG6053N105112/20/2023Election of Directors To re-appoint the following five (5) members to the Board of Directors to hold office until the second succeeding annual general meeting of shareholders or until their respective successors have been elected and qualified. : Konstantin A. SokolovDIRECTOR ELECTIONSISSUER9486.0000000.000000FOR9486.000000FORS000005160METAL SKY STAR ACQUISITION CORP.KYG6053N105112/20/2023Election of Directors To re-appoint the following five (5) members to the Board of Directors to hold office until the second succeeding annual general meeting of shareholders or until their respective successors have been elected and qualified. : Zining JiangDIRECTOR ELECTIONSISSUER9486.0000000.000000FOR9486.000000FORS000005160METAL SKY STAR ACQUISITION CORP.KYG6053N105112/20/2023Election of Directors To re-appoint the following five (5) members to the Board of Directors to hold office until the second succeeding annual general meeting of shareholders or until their respective successors have been elected and qualified. : Xinghua FanDIRECTOR ELECTIONSISSUER9486.0000000.000000FOR9486.000000FORS000005160METAL SKY STAR ACQUISITION CORP.KYG6053N105112/20/2023Election of Directors To re-appoint the following five (5) members to the Board of Directors to hold office until the second succeeding annual general meeting of shareholders or until their respective successors have been elected and qualified. : Zhuo WangDIRECTOR ELECTIONSISSUER9486.0000000.000000FOR9486.000000FORS000005160METAL SKY STAR ACQUISITION CORP.KYG6053N105112/20/2023Ratification of Appointment of Independent Auditor To ratify the appointment of UHY LLP as the Company's independent registered public account firm for the 2023 fiscal year.AUDIT-RELATEDISSUER9486.0000000.000000FOR9486.000000FORS000005160METAL SKY STAR ACQUISITION CORP.KYG6053N105112/20/2023Target Limitation Amendment Proposal. To amend Metal Sky Star's Amended and Restated Memorandum and Articles of Association as set out in Annex A to the Proxy Statement to allow the Company to undertake an initial business combination with an entity or business (''Target Business''), with a physical presence, operation, or other significant ties to China (a ''China-based Target'') or which may subject the post-business combination entity or business to the laws, regulations and policies of China (including Hong Kong and Macao), or an entity or business that conducts operations in China through variable interest entities (''VIEs''), pursuant to a series of contractual arrangements (''VIE Agreements'') with the VIE and its shareholders on one side, and a China-based subsidiary of the China-based Target (the ''WFOE''), on the other side.CAPITAL STRUCTUREISSUER9486.0000000.000000FOR9486.000000FORS000005160METAL SKY STAR ACQUISITION CORP.KYG6053N105112/20/2023Adjournment Proposal To direct the chairman of the Annual General Meeting to adjourn the Annual General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Annual General Meeting, there are not sufficient votes to approve the Proposals 1, 2, 3 and 4.CORPORATE GOVERNANCEISSUER9486.0000000.000000FOR9486.000000FORS000005160SPREE ACQUISITION CORP. 1 LIMITEDKYG83745102312/21/2023Articles Extension Proposal A proposal to approve, by way of special resolution, an amendment to the Company's amended and restated memorandum and articles of association in the form set forth in Annex A of the accompanying proxy statement, to extend the date by which the Company would be permitted to consummate an initial business combination from March 20, 2024 to December 20, 2024, as well as to permit the Board, in its sole discretion, to elect to wind up the Company's operations on an earlier date, pursuant to the resolution set forth in Proposal No. 1 of the accompanying proxy statement.CORPORATE GOVERNANCEISSUER2316.0000000.000000FOR2316.000000FORS000005160SPREE ACQUISITION CORP. 1 LIMITEDKYG83745102312/21/2023Trust Extension Proposal A proposal to amend the Company's investment management trust agreement, dated as of December 15, 2021 and amended as of June 12, 2023, by and between the Company and Continental Stock Transfer & Trust Company, to extend the date by which the Company would be permitted to consummate a business combination from March 20, 2024 to December 20, 2024, or such earlier date as may be determined by the Board, in its sole discretion, pursuant to the resolution set forth in Proposal No. 2 of the accompanying proxy statement.CORPORATE GOVERNANCEISSUER2316.0000000.000000FOR2316.000000FORS000005160SPREE ACQUISITION CORP. 1 LIMITEDKYG83745102312/21/2023Adjournment Proposal A proposal to approve, by way of ordinary resolution, the adjournment of the 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 Proposal No. 1 or Proposal No. 2, pursuant to the resolution set forth in Proposal No. 3 of the accompanying proxy statement.CORPORATE GOVERNANCEISSUER2316.0000000.000000FOR2316.000000FORS000005160SLAM CORP.KYG8210L105912/22/2023Proposal No. 1 - The Extension Amendment Proposal - RESOLVED, as a special resolution that: a) Article 49.7 of Slam's Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 49.7: "In the event that the Company does not consummate a Business Combination upon the date which is the later of (i) 25 January 2024 (or 25 December 2024, if applicable under the provisions of this Article 49.7) and (ii) such later date as may be approved by the Members in accordance with the Articles (in any case, such date being referred to as the "Termination Date"), the Company shall (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company (less taxes payable and up to US$100,000 of interest to pay dissolution expenses), divided by the number of the 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 (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company's remaining Members and the Directors, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and other requirements of Applicable Law. Notwithstanding the foregoing or any other provisions of the Articles, in the event that the Company has not consummated a Business Combination within thirty-five months from the closing of the IPO, the Company may, without another vote of the Members, elect to extend the date to consummate the Business Combination on a monthly basis for up to eleven times by an additional one month each time after the thirty-fifth month from the closing of the IPO, by resolution of the Directors, if requested by the Sponsor in writing, and upon five days' advance notice prior to the applicable Termination Date, until forty-six months from the closing of the IPO, provided that the Sponsor (or one or more of its Affiliates, members or third-party designees) (the "Lender") will deposit US$80,000 into the Trust Account for each such monthly extension, for an aggregate deposit of up to US$880,000 (if all eleven additional monthly extensions are exercised), in exchange for a non-interest bearing, unsecured promissory note issued by the Company to the Lender. If the Company completes a Business Combination, it will repay the amounts loaned under the promissory note. If the Company does not complete a Business Combination by the applicable Termination Date, such promissory note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven." b) Article 49.8(a) of Slam's Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 49.8(a): "to modify the substance or timing of the Company's obligation to allow redemption in connection with a Business Combination or to redeem 100 per cent of the Public Shares if the Company does not consummate a Business Combination within thirty-five months (or up to forty-six months, if applicable under the provisions of Article 49.7) from the consummation of the IPO;"CORPORATE GOVERNANCEISSUER17967.0000000.000000FOR17967.000000FORS000005160SLAM CORP.KYG8210L105912/22/2023Proposal No. 2 - The Adjournment Proposal - RESOLVED, as an ordinary resolution, that the adjournment of the Shareholder Meeting to a later date or dates if necessary, (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient Class A ordinary shares, par value US$0.0001 per share (the "Public Shares") and Class B ordinary shares, par value US$0.0001 per share in the capital of Slam represented (either in person or by proxy) to approve the Extension Amendment Proposal or (ii) if the holders of Public Shares have elected to redeem an amount of shares in connection with the Extension Amendment Proposal such that Slam would not adhere to the continued listing requirements of The Nasdaq Capital Market.CORPORATE GOVERNANCEISSUER17967.0000000.000000FOR17967.000000FORS000005160SK GROWTH OPPORTUNITIES CORP.KYG8192N103412/27/2023The Extension Amendment Proposal- RESOLVED, as a special resolution that: a) the first sentence of Article 49.7 of SK Growth's Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new first sentence of Article 49.7: "In the event that the Company does not consummate a Business Combination within 27 months of the consummation of the IPO, or such earlier date as the Board of Directors may approve in accordance with the Articles, or such later time as the Members may approve in accordance with the Articles, the Company shall:" b) Article 49.8(a) of SK Growth's Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 49.8(a): "to modify the substance or timing of the Company's obligation to allow redemption in connection with a Business Combination or redeem 100% of the Public Shares if the Company does not consummate a Business Combination within 27 months of the consummation of the IPO, or such earlier date as the Board of Directors may approve in accordance with the Articles, or such later time as the Members may approve in accordance with the Articles; or"CORPORATE GOVERNANCEISSUER8847.0000000.000000FOR8847.000000FORS000005160SK GROWTH OPPORTUNITIES CORP.KYG8192N103412/27/2023The Trust Amendment Proposal- RESOLVED, to amend the Investment Management Trust Agreement, dated June 23, 2022, by and between SK Growth and Continental Stock Transfer & Trust Company, as trustee ("Continental"), to extend the date on which Continental must liquidate the trust account established in connection with SK Growth's initial public offering if SK Growth has not completed its initial business combination, from December 28, 2023 to September 30, 2024 or such earlier date as the board of directors of SK Growth may approve. A copy of the proposed Trust Amendment is set forth in Annex A to the accompanying proxy statement.CORPORATE GOVERNANCEISSUER8847.0000000.000000FOR8847.000000FORS000005160SK GROWTH OPPORTUNITIES CORP.KYG8192N103412/27/2023The Adjournment Proposal-RESOLVED, as an ordinary resolution, to adjourn the Shareholder Meeting to a later date or dates or indefinitely, if necessary, either: (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient Class A ordinary shares, par value $0.0001 per share, and Class B ordinary shares, par value $0.0001 per share, in the capital of SK Growth represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Shareholder Meeting or to approve the Extension Amendment Proposal and the Trust Amendment Proposal, or (ii) the board of directors of SK Growth determines before the Shareholder Meeting that it is not necessary or no longer desirable to proceed with the Extension Amendment Proposal and the Trust Amendment Proposal.CORPORATE GOVERNANCEISSUER8847.0000000.000000FOR8847.000000FORS000005160CF ACQUISITION CORP. VII12521H107US12521H107712/29/2023Proposal One - Auditor Ratification Proposal Ratification of the selection of WithumSmith+Brown, PC by the audit committee of the Company's board of directors to serve as the Company's independent registered public accounting firm for the year ending December 31, 2023AUDIT-RELATEDISSUER8721.0000000.000000FOR8721.000000FORS000005160FOCUS IMPACT ACQUISITION CORP.34417L109US34417L109812/29/2023Proposal No. 1 - Extension Amendment Proposal - To amend FIAC's amended and restated certificate of incorporation to extend the date by which FIAC has to consummate a business combination (the ''Termination Date'') from January 1, 2024 to April 1, 2024 (the ''Charter Extension Date'') and to allow FIAC, without another stockholder vote, to elect to extend the Termination Date to consummate a business combination on a monthly basis for up to seven times by an additional one month each time after the Charter Extension Date (the ''Extension Amendment Proposal''). A copy of the proposed amendments is set forth in Annex A to the accompanying proxy statement.CORPORATE GOVERNANCEISSUER4547.0000000.000000FOR4547.000000FORS000005160FOCUS IMPACT ACQUISITION CORP.34417L109US34417L109812/29/2023Proposal No. 2 - Adjournment Proposal - To adjourn the Stockholder Meeting to a later date or dates, if necessary, (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Stockholder Meeting, there are insufficient shares of Class A common stock, par value $0.0001 per share and shares of Class B common stock, par value $0.0001 per share, in the capital of FIAC represented (either in person or by proxy) at the time of the Stockholder Meeting to approve the Extension Amendment Proposal and (ii) where the board or directors of FIAC has determined it is otherwise necessary.CORPORATE GOVERNANCEISSUER4547.0000000.000000FOR4547.000000FORS000005160NEWBURY STREET ACQUISITION CORP.65101L104US65101L104412/29/2023Director Election Proposal To re-elect the following nominees as the Class B directors of the Company's board of directors until the annual meeting of the stockholders of the Company to be held in 2026 or until a successor is appointed and qualified: Teddy ZeeDIRECTOR ELECTIONSISSUER3242.0000000.000000FOR3242.000000FORS000005160NEWBURY STREET ACQUISITION CORP.65101L104US65101L104412/29/2023Director Election Proposal To re-elect the following nominees as the Class B directors of the Company's board of directors until the annual meeting of the stockholders of the Company to be held in 2026 or until a successor is appointed and qualified: Matthew HongDIRECTOR ELECTIONSISSUER3242.0000000.000000FOR3242.000000FORS000005160NEWBURY STREET ACQUISITION CORP.65101L104US65101L104412/29/2023Auditor Ratification Proposal Ratification of the selection of Marcum LLP by the audit committee of the Company's board of directors to serve as the Company's independent registered public accounting firm for the year ending December 31, 2023.AUDIT-RELATEDISSUER3242.0000000.000000FOR3242.000000FORS000005160TWOKYG9152V101412/29/2023The Extension Amendment Proposal - RESOLVED, as a special resolution, that the Amended and Restated Memorandum of Association and Articles of Association be amended by the resolution in the form set forth in Annex A, with immediate effect, in order to extend the date by which the Company has to consummate a Business Combination from January 1, 2024 until July 1, 2024 (or such earlier date as determined by the Board).CORPORATE GOVERNANCEISSUER487.0000000.000000FOR487.000000FORS000005160TWOKYG9152V101412/29/2023The Auditor Ratification Proposal - RESOLVED, as an ordinary resolution, that the appointment of WithumSmith+Brown, PC as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2023 be ratified, approved and confirmed in all respects.AUDIT-RELATEDISSUER487.0000000.000000FOR487.000000FORS000005160TWOKYG9152V101412/29/2023The Director Election Proposal - RESOLVED, as an ordinary resolution of the Class B ordinary shares, that the re-election of M. Joseph Beck and Adam Blake as the Class III directors of the Board of Directors of the Company to hold office until the 2026 annual general meeting of the Company in accordance with the Amended and Restated Memorandum and Articles of Association of the Company be approved.DIRECTOR ELECTIONSISSUER487.0000000.000000FOR487.000000FORS000005160TWOKYG9152V101412/29/2023The Adjournment Proposal - RESOLVED, as an ordinary resolution, that the adjournment of the extraordinary general meeting in lieu of an annual general meeting to a later date or dates to be determined by the chairperson of the extraordinary general meeting in lieu of an annual general meeting, or indefinitely, if necessary or convenient, to permit further solicitation and vote of proxies be confirmed, ratified and approved in all respects or for any other reason determined by the chairperson.CORPORATE GOVERNANCEISSUER487.0000000.000000FOR487.000000FORS000005160ZALATORIS ACQUISITION CORP89301B104US89301B104412/29/2023Founder Share Amendment Proposal: A Proposal To Amend The Company S Amended And Restated Certificate Of Incorporation Dated As Of June 12, 2023 To Provide For The Right Of The Holders Of Zalatoris Class B Common Stock To Convert Such Shares Of Zalatoris Class B Common Stock Into Shares Of Zalatoris Class A Common Stock On A One-to-one Basis At The Election Of Such Holders And (ii) For Action By Written Consent Executed By A Majority Of The Board Or A Majority Of Committee Members.OTHERUndefinedISSUER3001.0000000.000000FOR3001.000000FORS000005160ZALATORIS ACQUISITION CORP89301B104US89301B104412/29/2023Action By Written Consent Amendment Proposal: A Proposal To Amend The Company S Amended And Restated Certificate Of Incorporation Dated As Of June 12, 2023 To Provide For The Right Of The Directors Of Zalatoris To Take Any Action Required To Be Taken At A Meeting Of The Board Of Directors Or At A Meeting Of A Committee Without Holding Such A Meeting If A Consent In Writing, Setting Forth The Actions To Be Taken, Is Signed By A Majority Of The Board Of Directors Or A Majority Of The Members Of The Committee.OTHERUndefinedISSUER3001.0000000.000000FOR3001.000000FORS000005160ZALATORIS ACQUISITION CORP89301B104US89301B104412/29/2023Proposal 3 - Election of Directors Proposal A proposal to elect the five directors named in this Proxy Statement for a three-year term expiring in 2026 or until their successor has been duly elected and qualified or until their earlier resignation, removal or death.DIRECTOR ELECTIONSISSUER3001.0000000.000000FOR3001.000000FORS000005160ZALATORIS ACQUISITION CORP89301B104US89301B104412/29/2023Proposal 4 - Ratification of Auditor Proposal A proposal to ratify the appointment of Marcum LLP as our independent registered public accounting firm for the year ending December 31, 2023.AUDIT-RELATEDISSUER3001.0000000.000000FOR3001.000000FORS000005160ZALATORIS ACQUISITION CORP89301B104US89301B104412/29/2023Proposal 5 - Adjournment Proposal A proposal to approve the adjournment of the Annual 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, only to be presented at the Annual Meeting if there are not sufficient votes to approve the proposals.CORPORATE GOVERNANCEISSUER3001.0000000.000000FOR3001.000000FORS000005160ZALATORIS II ACQUISITION CORPKYG9831X106012/29/2023Proposal 1 - Founder Share Amendment Proposal A proposal to amend the Company's Existing Zalatoris II Charter, to provide for the right of the holders of Zalatoris II Class B Common Stock to convert such shares of Zalatoris II Class B Common Stock into shares of Zalatoris II Class A Common Stock on a one-to-one basis at the election of such holders.CAPITAL STRUCTURECORPORATE GOVERNANCEISSUER5690.0000000.000000FOR5690.000000FORS000005160ZALATORIS II ACQUISITION CORPKYG9831X106012/29/2023Proposal 2 - Election of Directors Proposal A proposal to elect the five directors named in this Proxy Statement for a three-year term expiring in 2026 or until their successor has been duly elected and qualified or until their earlier resignation, removal or death.DIRECTOR ELECTIONSISSUER5690.0000000.000000FOR5690.000000FORS000005160ZALATORIS II ACQUISITION CORPKYG9831X106012/29/2023Proposal 3 - Ratification of Auditor Proposal A proposal to ratify the appointment of Marcum LLP as our independent registered public accounting firm for the year ending December 31, 2023AUDIT-RELATEDISSUER5690.0000000.000000FOR5690.000000FORS000005160ZALATORIS II ACQUISITION CORPKYG9831X106012/29/2023Proposal 4 - Adjournment Proposal A proposal to approve the adjournment of the Annual 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, only to be presented at the Annual Meeting if there are not sufficient votes to approve the proposals.CORPORATE GOVERNANCEISSUER5690.0000000.000000FOR5690.000000FORS000005160PONO CAPITAL THREE, INC.KYG71704103501/04/2024The SPAC Continuance (Proposal 1) - To consider and vote upon a proposal (the ''SPAC Continuance Proposal'') to approve the continuance of Pono as a company existing under the laws of the Province of British Columbia, Canada (the ''SPAC Continuance''), and in connection therewith, the adoption of the new articles of Pono effective upon the SPAC Continuance in substantially the form attached to this proxy statement/prospectus as Annex B (the ''post-continuance Pono Articles'').EXTRAORDINARY TRANSACTIONSCORPORATE GOVERNANCEISSUER579.0000000.000000FOR579.000000FORS000005160PONO CAPITAL THREE, INC.KYG71704103501/04/2024The Business Combination Proposal (Proposal 2) - To consider and vote upon a proposal to adopt the Business Combination Agreement, dated as of August 15, 2023 (as it may be amended or supplemented from time to time, the ''BCA''), by and among Pono, Pono Three Merger Acquisitions Corp., a British Columbia company and wholly-owned subsidiary of Pono (''Merger Sub''), and Robinson Aircraft Ltd. d/b/a Horizon Aircraft, a British Columbia company (including its successors, ''Horizon''), and approve the transactions. contemplated thereby, including the SPAC Continuance, the conversion of Class B ordinary shares of New Pono to Class A ordinary shares of New Pono in accordance with the conversion rights set out in the post-continuance Pono Articles, and the amalgamation of Merger Sub and Horizon (the ''Amalgamation and, together with the SPAC Continuance and other transactions contemplated by the BCA, the ''Business Combination''). Subject to the terms and conditions set forth in the BCA, among other matters after completion of the SPAC Continuance.EXTRAORDINARY TRANSACTIONSISSUER579.0000000.000000FOR579.000000FORS000005160PONO CAPITAL THREE, INC.KYG71704103501/04/2024The Advisory Charter Amendment Proposals (Advisory Proposals 3A through 3G) - To consider and vote upon proposals to approve and adopt, on a non-binding advisory basis, certain differences between Pono's second amended and restated memorandum and articles of association (the ''Charter''), and the post-continuance Pono Articles, which are being presented separately in accordance with the U.S. Securities and Exchange Commission guidance to give shareholders the opportunity to present their separate views on important corporate governance provisions, as seven sub-proposals: Name Change - To provide that the name of Pono shall be changed to ''New Horizon Aircraft Ltd.'' (Advisory Proposal 3A);CORPORATE GOVERNANCEISSUER579.0000000.000000FOR579.000000FORS000005160PONO CAPITAL THREE, INC.KYG71704103501/04/2024The Advisory Charter Amendment Proposals (Advisory Proposals 3A through 3G) - To consider and vote upon proposals to approve and adopt, on a non-binding advisory basis, certain differences between Pono's second amended and restated memorandum and articles of association (the ''Charter''), and the post-continuance Pono Articles, which are being presented separately in accordance with the U.S. Securities and Exchange Commission guidance to give shareholders the opportunity to present their separate views on important corporate governance provisions, as seven sub-proposals: Amendment of Blank Check Provisions - To remove and change certain provisions in the Pono Charter related to Pono's status as a special purpose acquisition company (Advisory Proposal 3B);CORPORATE GOVERNANCEISSUER579.0000000.000000FOR579.000000FORS000005160PONO CAPITAL THREE, INC.KYG71704103501/04/2024The Advisory Charter Amendment Proposals (Advisory Proposals 3A through 3G) - To consider and vote upon proposals to approve and adopt, on a non-binding advisory basis, certain differences between Pono's second amended and restated memorandum and articles of association (the ''Charter''), and the post-continuance Pono Articles, which are being presented separately in accordance with the U.S. Securities and Exchange Commission guidance to give shareholders the opportunity to present their separate views on important corporate governance provisions, as seven sub-proposals: Removal of Preferred Shares - To remove Pono's ability to issue preferred shares (Advisory Proposal 3C);CAPITAL STRUCTURECORPORATE GOVERNANCEISSUER579.0000000.000000FOR579.000000FORS000005160PONO CAPITAL THREE, INC.KYG71704103501/04/2024The Advisory Charter Amendment Proposals (Advisory Proposals 3A through 3G) - To consider and vote upon proposals to approve and adopt, on a non-binding advisory basis, certain differences between Pono's second amended and restated memorandum and articles of association (the ''Charter''), and the post-continuance Pono Articles, which are being presented separately in accordance with the U.S. Securities and Exchange Commission guidance to give shareholders the opportunity to present their separate views on important corporate governance provisions, as seven sub-proposals: Change in Authorized Shares - To authorize an unlimited number of Class A ordinary shares without par value and Class B ordinary shares without par value (Advisory Proposal 3D);CAPITAL STRUCTUREISSUER579.0000000.000000FOR579.000000FORS000005160PONO CAPITAL THREE, INC.KYG71704103501/04/2024The Advisory Charter Amendment Proposals (Advisory Proposals 3A through 3G) - To consider and vote upon proposals to approve and adopt, on a non-binding advisory basis, certain differences between Pono's second amended and restated memorandum and articles of association (the ''Charter''), and the post-continuance Pono Articles, which are being presented separately in accordance with the U.S. Securities and Exchange Commission guidance to give shareholders the opportunity to present their separate views on important corporate governance provisions, as seven sub-proposals: Change in Quorum - To provide that the quorum required for shareholder meetings is a minimum of 33 1/3% of shares entitled to vote thereon (Advisory Proposal 3E);CORPORATE GOVERNANCEISSUER579.0000000.000000FOR579.000000FORS000005160PONO CAPITAL THREE, INC.KYG71704103501/04/2024The Advisory Charter Amendment Proposals (Advisory Proposals 3A through 3G) - To consider and vote upon proposals to approve and adopt, on a non-binding advisory basis, certain differences between Pono's second amended and restated memorandum and articles of association (the ''Charter''), and the post-continuance Pono Articles, which are being presented separately in accordance with the U.S. Securities and Exchange Commission guidance to give shareholders the opportunity to present their separate views on important corporate governance provisions, as seven sub-proposals: Removal of Directors - To provide that shareholders may remove a director by resolution of not less than 3/4% of the votes entitled to vote thereon (Advisory Proposal 3F); andCORPORATE GOVERNANCEISSUER579.0000000.000000FOR579.000000FORS000005160PONO CAPITAL THREE, INC.KYG71704103501/04/2024The Advisory Charter Amendment Proposals (Advisory Proposals 3A through 3G) - To consider and vote upon proposals to approve and adopt, on a non-binding advisory basis, certain differences between Pono's second amended and restated memorandum and articles of association (the ''Charter''), and the post-continuance Pono Articles, which are being presented separately in accordance with the U.S. Securities and Exchange Commission guidance to give shareholders the opportunity to present their separate views on important corporate governance provisions, as seven sub-proposals: Shareholder Nominations - To provide that shareholder nominations for the board of directors must be given not less than 30 nor more than 65 days prior to the date of the annual meeting of shareholders (Advisory Proposal 3G).SHAREHOLDER RIGHTS AND DEFENSESISSUER579.0000000.000000FOR579.000000FORS000005160PONO CAPITAL THREE, INC.KYG71704103501/04/2024The Incentive Plan Proposal (Proposal 4) - To consider and vote upon a proposal to adopt the New Horizon Aircraft Ltd. 2023 Equity incentive Plan (the ''2023 Equity Incentive Plan''), and the issuance of shares equal to 10% of the fully diluted, and as converted, amount of New Pono Class A ordinary shares to be outstanding immediately following consummation of the Business Combination as equity awards in accordance with the 2023 Equity Incentive Plan, if such plan is approved in accordance with the Incentive Plan Proposal.COMPENSATIONISSUER579.0000000.000000FOR579.000000FORS000005160PONO CAPITAL THREE, INC.KYG71704103501/04/2024The Nasdaq Proposal (Proposal 5) - To consider and vote upon a proposal to approve, for purposes of complying with Nasdaq Listing Rule 5635, the issuance of newly issued New Pono Class A ordinary shares in the Business Combination, which amounts will be determined in more detail in the accompanying proxy statement/prospectus.CAPITAL STRUCTUREISSUER579.0000000.000000FOR579.000000FORS000005160PONO CAPITAL THREE, INC.KYG71704103501/04/2024The Adjournment Proposal (Proposal 6) - To consider and vote upon a proposal to adjourn the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, there are not sufficient votes to approve the SPAC Continuance Proposal, the Business Combination Proposal, the Incentive Plan Proposal, or the Nasdaq Proposal.CORPORATE GOVERNANCEISSUER579.0000000.000000FOR579.000000FORS000005160ISRAEL ACQUISITIONS CORPKYG49667101001/08/2024The Extension Amendment Proposal - It is resolved as a special resolution to amend Israel Acquisitions Corp's Second Amended and Restated Memorandum and Articles of Association, dated as of November 17, 2022 (the ''Existing Charter'') by adopting Israel Acquisitions Corp's Third Amended and Restated Memorandum and Articles of Association in the form set forth in Annex A of the accompanying Proxy Statement (the ''Extension Amendment'') which reflects the extension of the date by which the Company must consummate a business combination (the ''Combination Period'') up to twelve times from January 18, 2024 (the ''Termination Date'') to January 18, 2025, with each extension comprised of one month (each an ''Extension'') (i.e., for a period of time ending up to 24 months after the consummation of its initial public offering (the ''IPO'')) for a total of 12 months after the Termination Date (assuming an initial business combination has not occurred). The end date of each Extension shall be referred to herein as the ''Extended Date.''.CORPORATE GOVERNANCEISSUER2345.0000000.000000FOR2345.000000FORS000005160ISRAEL ACQUISITIONS CORPKYG49667101001/08/2024The Trust Agreement Amendment Proposal - It is resolved to amend that certain Investment Management Trust Agreement, dated as of January 12, 2023 (as amended, the ''Trust Agreement''), by and between the Company and Equiniti Trust Company, LLC (f/k/a American Stock Transfer & Trust Company) (the ''Trustee''), to allow the Company to extend the Termination Date up to 12 times for an additional one month each time from the Termination Date to January 18, 2025 (the ''Trust Agreement Amendment'') by providing five days' advance notice to the Trustee prior to the applicable Extended Date and depositing into the trust account (the ''Trust Account'') the lesser of (i) $50,000 or (ii) $0.02 per Class A ordinary share, par value $0.0001 per share and sold as part of the units in the IPO (the ''Public Shares''), multiplied by the number of Public Shares that remain outstanding by the end of the then-current Extended Date, by the date of such Extension (the ''Extension Payment'') until January 18, 2025 (assuming an initial business combination has not occurred) in exchange for a non-interest bearing, unsecured promissory note payable upon the consummation of an initial business combination (the ''Trust Agreement Amendment Proposal''), in the form set forth in Annex B of the accompanying Proxy Statement.CORPORATE GOVERNANCEISSUER2345.0000000.000000FOR2345.000000FORS000005160ISRAEL ACQUISITIONS CORPKYG49667101001/08/2024The Adjournment Proposal - It is resolved as an ordinary resolution that the chairman of the Extraordinary General Meeting be directed to adjourn the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, there are not sufficient votes to approve the Extension Amendment Proposal or the Trust Agreement Amendment Proposal, the Trust Agreement Amendment Proposal or to provide additional time to effectuate the Extension, the Extension Amendment and the Trust Agreement Amendment.CORPORATE GOVERNANCEISSUER2345.0000000.000000FOR2345.000000FORS000005160NATIONAL WESTERN LIFE GROUP, INC.638517102US638517102901/08/2024Adopt the Agreement and Plan of Merger, dated as of October 8, 2023, among National Western Life Group, Inc., S. USA Life Insurance Company, Inc. and PGH Merger Inc.EXTRAORDINARY TRANSACTIONSISSUER119.0000000.000000FOR119.000000FORS000005160NATIONAL WESTERN LIFE GROUP, INC.638517102US638517102901/08/2024Approve, on an advisory (non- binding) basis, the compensation that may be paid or become payable to National Western Life Group, Inc.'s named executive officers that is based on or otherwise relates to the proposed merger.SECTION 14A SAY-ON-PAY VOTESISSUER119.0000000.000000FOR119.000000FORS000005160NATIONAL WESTERN LIFE GROUP, INC.638517102US638517102901/08/2024Approve, on an advisory (non- binding) basis, the compensation that may be paid or become payable to National Western Life Group, Inc.'s named executive officers that is based on or otherwise relates to the proposed merger.SECTION 14A SAY-ON-PAY VOTESISSUER119.0000000.000000FOR119.000000FOR1S000005160NATIONAL WESTERN LIFE GROUP, INC.638517102US638517102901/08/2024Approve the adjournment of the National Western Life Group, Inc. special meeting, if necessary or appropriate, to permit further solicitation of proxies in favor of the proposal to adopt the merger agreement.CORPORATE GOVERNANCEISSUER119.0000000.000000FOR119.000000FORS000005160DENALI CAPITAL ACQUISITION CORP.KYG6256B106801/09/2024Proposal No. 1 - The Business Combination Proposal - to consider and vote upon a proposal to approve by ordinary resolution (i) the Business Combination (as defined herein), (ii) the adoption of the Agreement and Plan of Merger, dated as of January 25, 2023 (as amended by the Amendment to and Consent under Agreement and Plan of Merger dated April 11, 2023, the ''Merger Agreement''), by and among Denali, Denali SPAC Holdco, Inc., a Delaware corporation and direct, wholly-owned subsidiary of Denali (''Holdco''), Denali SPAC Merger Sub, Inc., a Delaware corporation and direct, wholly-owned subsidiary of Holdco (''Denali Merger Sub''), Longevity Merger Sub, Inc., a Delaware corporation and direct, wholly-owned subsidiary of Holdco (''Longevity Merger Sub''), Longevity Biomedical, Inc., a Delaware corporation (''Longevity'') and Bradford A. Zakes, solely in the capacity as a seller representative (the ''Seller Representative''), (iii) the Plan of Merger (as defined herein) and (iv) the transactions contemplated by the Merger Agreement, as more fully described elsewhere in the accompanying proxy statement/prospectus (the ''Business Combination Proposal'');EXTRAORDINARY TRANSACTIONSISSUER4060.0000000.000000FOR4060.000000FORS000005160DENALI CAPITAL ACQUISITION CORP.KYG6256B106801/09/2024Proposal No. 2 - The Merger Proposal - to consider and vote upon a proposal to approve by special resolution the Denali Merger (as defined herein) and related Plan of Merger and to authorize the merger of Denali Merger Sub with and into Denali, with Denali surviving the merger (the form of the Plan of Merger is attached to this proxy statement/prospectus as Annex B (the ''Merger Proposal'');EXTRAORDINARY TRANSACTIONSISSUER4060.0000000.000000FOR4060.000000FORS000005160DENALI CAPITAL ACQUISITION CORP.KYG6256B106801/09/2024Proposal No. 3 - The Share Capital Proposal - to consider and vote upon a proposal to approve by ordinary resolution the alteration of the authorized share capital of Denali at the effective time of the Denali Merger by (a) the reclassification and re-designation of (i) 200,000,000 issued and unissued Class A ordinary shares of a par value of US$0.0001 each to 200,000,000 issued and unissued ordinary shares of a par value of US$0.0001 each; (ii) 20,000,000 issued and unissued Class B ordinary shares of a par value of US$0.0001 each to 20,000,000 issued and unissued ordinary shares of a par value of US$0.0001 each; and (iii) 1,000,000 authorized but unissued preference shares of a par value of US$0.0001 each to 1,000,000 authorized but unissued ordinary shares of a par value of US$0.0001 each (the ''Re-designation''); and (b) immediately following the Re-designation, the consolidation of every 100 issued and unissued ordinary shares of a par value of US$0.0001 each into one ordinary share of a par value of US$0.01 each (the ''Consolidation''), such that following such Re-designation and Consolidation, the authorized share capital of the Company shall be US$22,100 divided into 2,210,000 shares of a par value of US$0.01 each (the ''Share Capital Proposal'');CAPITAL STRUCTUREISSUER4060.0000000.000000FOR4060.000000FORS000005160DENALI CAPITAL ACQUISITION CORP.KYG6256B106801/09/2024Proposal No. 4 - The Organizational Documents Proposals - to consider and vote upon two separate proposals to approve by special resolutions, with effect from the effective time of the Denali Merger, (a) the change of name of Denali to ''LBI Sub 2, Inc.'' and (b) the adoption of the Proposed Cayman Constitutional Documents (a copy of the Proposed Cayman Constitutional Documents is attached to this proxy statement/prospectus as Annex H) (the ''Organizational Documents Proposals'');CORPORATE GOVERNANCEISSUER4060.0000000.000000FOR4060.000000FORS000005160DENALI CAPITAL ACQUISITION CORP.KYG6256B106801/09/2024Proposal No. 5 - The Non-Binding Governance Proposals - to consider and vote upon by ordinary resolution, on a non-binding advisory basis, certain material differences between Denali's Amended and Restated Memorandum and Articles of Association (as it may be amended from time to time, the "Cayman Constitutional Documents") and the proposed amended and restated certificate of incorporation of Holdco (the "Holdco Certificate of Incorporation"), presented separately in accordance with the United States Securities and Exchange Commission (the "SEC") requirements (collectively, the "Non-Binding Governance Proposals"); Proposal No. 5A: Change the Authorized Capital Stock To approve and adopt provisions in the Proposed Certificate of Incorporation to authorize 200,000,000 shares of Holdco Common Stock and 2,000,000 shares of Holdco preferred stock, par value $0.0001 per share, compared to the currently authorized capital stock of Denali of 200,000,000 Denali Class A Ordinary Shares, 20,000,000 Denali Class B Ordinary Shares and 1,000,000 preference shares, par value $0.0001 per share.CAPITAL STRUCTUREISSUER4060.0000000.000000FOR4060.000000FORS000005160DENALI CAPITAL ACQUISITION CORP.KYG6256B106801/09/2024Proposal No. 5 - The Non-Binding Governance Proposals - to consider and vote upon by ordinary resolution, on a non-binding advisory basis, certain material differences between Denali's Amended and Restated Memorandum and Articles of Association (as it may be amended from time to time, the "Cayman Constitutional Documents") and the proposed amended and restated certificate of incorporation of Holdco (the "Holdco Certificate of Incorporation"), presented separately in accordance with the United States Securities and Exchange Commission (the "SEC") requirements (collectively, the "Non-Binding Governance Proposals"); Proposal No. 5B: Change the Process to Amend the Bylaws To approve and adopt provisions in the Proposed Certificate of Incorporation to provide that the Holdco Board have the power to adopt, amend, alter or repeal the Proposed Bylaws and that the Proposed Bylaws may also be adopted, amended, altered or repealed by the stockholders by the affirmative vote of the holders of at least two-thirds of the voting power of all then outstanding shares of capital stock of Holdco entitled to vote generally in the election of directors, voting together as a single class.CORPORATE GOVERNANCEISSUER4060.0000000.000000FOR4060.000000FORS000005160DENALI CAPITAL ACQUISITION CORP.KYG6256B106801/09/2024Proposal No. 5 - The Non-Binding Governance Proposals - to consider and vote upon by ordinary resolution, on a non-binding advisory basis, certain material differences between Denali's Amended and Restated Memorandum and Articles of Association (as it may be amended from time to time, the "Cayman Constitutional Documents") and the proposed amended and restated certificate of incorporation of Holdco (the "Holdco Certificate of Incorporation"), presented separately in accordance with the United States Securities and Exchange Commission (the "SEC") requirements (collectively, the "Non-Binding Governance Proposals"); Proposal No. 5C: No Right to Call Special Meetings To approve and adopt provisions in the Proposed Certificate of Incorporation providing that, unless required by law, special meetings of stockholders may only be called by the Holdco Board. Holdco's chief executive officer, or the chairman of the Holdco Board.CORPORATE GOVERNANCEISSUER4060.0000000.000000FOR4060.000000FORS000005160DENALI CAPITAL ACQUISITION CORP.KYG6256B106801/09/2024Proposal No. 5 - The Non-Binding Governance Proposals - to consider and vote upon by ordinary resolution, on a non-binding advisory basis, certain material differences between Denali's Amended and Restated Memorandum and Articles of Association (as it may be amended from time to time, the "Cayman Constitutional Documents") and the proposed amended and restated certificate of incorporation of Holdco (the "Holdco Certificate of Incorporation"), presented separately in accordance with the United States Securities and Exchange Commission (the "SEC") requirements (collectively, the "Non-Binding Governance Proposals"); Proposal No. 5D: Action by Written Consent of the Stockholders To approve and adopt provisions in the Proposed Certificate of Incorporation and Proposed Bylaws to provide that (i) no action shall be taken by the stockholders of Holdco except at an annual or special meeting of stockholders called in accordance with the Bylaws, and (ii) no action shall be taken by the stockholders by written consent.CORPORATE GOVERNANCEISSUER4060.0000000.000000FOR4060.000000FORS000005160DENALI CAPITAL ACQUISITION CORP.KYG6256B106801/09/2024Proposal No. 5 - The Non-Binding Governance Proposals - to consider and vote upon by ordinary resolution, on a non-binding advisory basis, certain material differences between Denali's Amended and Restated Memorandum and Articles of Association (as it may be amended from time to time, the "Cayman Constitutional Documents") and the proposed amended and restated certificate of incorporation of Holdco (the "Holdco Certificate of Incorporation"), presented separately in accordance with the United States Securities and Exchange Commission (the "SEC") requirements (collectively, the "Non-Binding Governance Proposals"); Proposal No. 5E: Appointment and Removal of Directors To approve and adopt provisions in the Proposed Certificate of Incorporation to provide that (i) a person may be appointed to be a director, either to fill a vacancy or as an additional director, only by affirmative vote of a majority of Holdco Board and that (ii) a director may be removed from office at any time, but only for cause, by the holders of a majority in voting power of the shares of capital stock of Holdco then entitled to vote at an election of directors.SHAREHOLDER RIGHTS AND DEFENSESISSUER4060.0000000.000000FOR4060.000000FORS000005160DENALI CAPITAL ACQUISITION CORP.KYG6256B106801/09/2024Proposal No. 5 - The Non-Binding Governance Proposals - to consider and vote upon by ordinary resolution, on a non-binding advisory basis, certain material differences between Denali's Amended and Restated Memorandum and Articles of Association (as it may be amended from time to time, the "Cayman Constitutional Documents") and the proposed amended and restated certificate of incorporation of Holdco (the "Holdco Certificate of Incorporation"), presented separately in accordance with the United States Securities and Exchange Commission (the "SEC") requirements (collectively, the "Non-Binding Governance Proposals"); Proposal No. 5F: Delaware as Exclusive Forum To approve and adopt provisions in the Proposed Certificate of Incorporation to provide that, unless a majority of the Holdco Board consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, another state court located within the State of Delaware or, if no court located within the State of Delaware has jurisdiction, the United States District Court for the District of Delaware), to the fullest extent permitted by law, will be the sole and exclusive forum for the types of actions or proceedings under Delaware statutory or common law, and the United States District Court for the District of Delaware will be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act.SHAREHOLDER RIGHTS AND DEFENSESCORPORATE GOVERNANCEISSUER4060.0000000.000000FOR4060.000000FORS000005160DENALI CAPITAL ACQUISITION CORP.KYG6256B106801/09/2024Proposal No. 6 - The Incentive Plan Proposal - to consider and vote upon a proposal to approve and assume by ordinary resolution the Longevity Biomedical, Inc. 2023 Equity Incentive Plan (the ''Equity Incentive Plan'') and any grants or awards issued thereunder (the ''Incentive Plan Proposal''); andCOMPENSATIONISSUER4060.0000000.000000FOR4060.000000FORS000005160DENALI CAPITAL ACQUISITION CORP.KYG6256B106801/09/2024Proposal No. 7 - The Adjournment Proposal - to consider and vote upon a proposal to approve by 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 shares represented to constitute a quorum necessary to conduct business at the extraordinary general meeting or for the approval of one or more proposals at the extraordinary general meeting or to the extent necessary to ensure that any required supplement or amendment to the accompanying proxy statement/prospectus is provided to Denali shareholders (the ''Adjournment Proposal'').CORPORATE GOVERNANCEISSUER4060.0000000.000000FOR4060.000000FORS000005160GLOBAL PARTNER ACQUISITION CORP IIKYG3934P102801/09/2024The Extension Amendment Proposal - RESOLVED, as a special resolution: a) Article 49.8 of Global Partner's Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 49.8: "In the event that the Company does not consummate a Business Combination (i) by a date no later than 14 July 2024 and (ii) such later date as may be approved by the Members in accordance with the Articles (in any case, such date being referred to as the "Termination Date"), the Company shall (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to Global Partner to pay its income taxes, if any (less up to $100,000 of interest to pay liquidation expenses), divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish public shareholders' rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Global Partner's remaining shareholders and the Board, liquidate and dissolve, subject in each case to Global Partner's obligations under Cayman Islands law to provide for claims of creditors and to requirements of other applicable law. If the Company completes a Business Combination, it will, at the option of the Sponsor (or one or more of its affiliates, members or third-party designees) (the "Lender"), repay the amounts loaned under existing promissory notes or convert a portion or all of the amounts loaned under such promissory notes into warrants, which warrants will be identical to the private placement warrants issued to the Sponsor at the time of the IPO. If the Company does not complete a Business Combination by the applicable Termination Date, such promissory notes will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven." b) Article 49.9(a) of Global Partner's Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 49.9(a): "to modify the substance or timing of the Company's obligation to provide holders of Class A Shares the right to have their shares redeemed in connection with a Business Combination or to redeem 100 per cent of the Public Shares if the Company does not consummate a Business Combination within forty-two months after the date of the IPO;"CORPORATE GOVERNANCEISSUER57.0000000.000000FOR57.000000FORS000005160GLOBAL PARTNER ACQUISITION CORP IIKYG3934P102801/09/2024The Redemption Limitation Amendment Proposal - RESOLVED, as a special resolution: a) Article 49.2(b) of Global Partner's Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 49.2(b): "provide Members with the opportunity to have their Shares repurchased by means of a tender offer for a per-Share repurchase 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 such Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its income taxes, if any, divided by the number of then issued Public Shares." b) Article 49.4 of Global Partner's Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 49.4: "At a general meeting called for the purposes of approving a Business Combination pursuant to this Article, in the event that such Business Combination is approved by Ordinary Resolution, the Company shall be authorised to consummate such Business Combination." c) Article 49.5 of Global Partner's Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 49.5: "Any Member holding Public Shares who is not the Sponsor, a Founder, Officer or Director may, in connection with any vote on a Business Combination, elect to have their Public Shares redeemed for cash, in accordance with any applicable requirements provided for in the related proxy materials (the "IPO Redemption"), provided that no such Member acting together with any Affiliate of his or any other person with whom he is acting in concert or as a partnership, limited partnership, syndicate, or other group for the purposes of acquiring, holding, or disposing of Shares may exercise this redemption right with respect to more than 15 per cent of the Public Shares in the aggregate without the prior consent of the Company and provided further that any beneficial holder of Public Shares on whose behalf a redemption right is being exercised must identify itself to the Company in connection with any redemption election in order to validly redeem such Public Shares. If so demanded, the Company shall pay any such redeeming Member, regardless of whether he is voting for or against such proposed Business Combination, a per-Share redemption 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 Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, if any, divided by the number of then issued Public Shares (such redemption price being referred to herein as the "Redemption Price"), but only in the event that the applicable proposed Business Combination is approved and consummated." d) Article 49.9 of Global Partner's Amended and Restated Memorandum and Articles of Association be amended by the deletion of the last sentence stating: "The Company's ability to provide such redemption in this Article is subject to the Redemption Limitation."CAPITAL STRUCTUREISSUER57.0000000.000000FOR57.000000FORS000005160GLOBAL PARTNER ACQUISITION CORP IIKYG3934P102801/09/2024Founder Conversion Amendment Proposal - RESOLVED, as a special resolution that: Article 49.11 of Global Partner's Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 49.11: "Except in connection with the conversion of Class B Shares into Class A Shares pursuant to Article 17 where the holders of such Shares have waived any right to receive funds from the Trust Account, after the issue of Public Shares, and prior to the consummation of a Business Combination, the Company shall not issue additional Shares or any other securities that would entitle the holders thereof to: (a) receive funds from the Trust Account; or (b) vote as a class with Public Shares on a Business Combination or on any other proposal presented to shareholders prior to or in connection with the completion of an initial Business Combination or (b) to approve an amendment to the Memorandum or the Articles to (x) extend the time the Company has to consummate a Business Combination beyond forty-two months from the closing of the IPO or (y) amend the foregoing provisions."CAPITAL STRUCTURECORPORATE GOVERNANCEISSUER57.0000000.000000FOR57.000000FORS000005160GLOBAL PARTNER ACQUISITION CORP IIKYG3934P102801/09/2024The Adjournment Proposal - RESOLVED, as an ordinary resolution, that the adjournment of the Shareholder Meeting to a later date or dates if necessary, (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient Class A ordinary shares, par value $0.0001 per share and Class B ordinary shares, par value $0.0001 per share in the capital of Global Partner represented (either in person or by proxy) at the Shareholder Meeting to approve the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal and the Founder Conversion Amendment Proposal, or (ii) where the board of directors of Global Partner has determined it is otherwise necessary.CORPORATE GOVERNANCEISSUER57.0000000.000000FOR57.000000FORS000005160GORES HOLDINGS IX, INC.38287A101US38287A101601/09/2024To amend and restate the Company's amended and restated certificate of incorporation (the ''Certificate of Incorporation''), 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 a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, from January 14, 2024 to December 6, 2024 (or such earlier date as determined by the Board) (the ''Extension,'' and such later date, the ''Extended Date'').CORPORATE GOVERNANCEISSUER28116.0000000.000000FOR28116.000000FORS000005160GORES HOLDINGS IX, INC.38287A101US38287A101601/09/2024To consider and vote upon a proposal to allow the chairman of the Special Meeting to adjourn the Special Meeting to a later date or dates in the event there are not sufficient votes at the time of the Special Meeting to approve the Extension Amendment Proposal or if the Company determines that additional time is necessary to effectuate the Extension (the ''Adjournment Proposal'' and, together with the Extension Amendment Proposal, the ''Proposals'').CORPORATE GOVERNANCEISSUER28116.0000000.000000FOR28116.000000FORS000005160OCA ACQUISITION CORP670865104US670865104601/09/2024Proposal No. 1 - The Extension Amendment Proposal - To amend OCA's amended and restated certificate of incorporation (the ''Certificate of Incorporation'') to extend the date (the ''Termination Date'') by which OCA has to consummate an initial business combination (the ''Business Combination'') from January 20, 2024 (the ''Previous Termination Date'') to February 20, 2024 (the ''Charter Extension Date'') and to allow OCA, without another stockholder vote, to elect to extend the Termination Date to consummate a Business Combination on a monthly basis up to eleven times by an additional one month each time after the Charter Extension Date, by resolution of OCA's board of directors, if requested by OCA Acquisition Holdings LLC, a Delaware limited liability company, and upon five days' advance notice prior to the applicable Termination Date, until January 20, 2025 or a total of up to twelve months after the Previous Termination Date, unless the closing of a Business Combination shall have occurred prior thereto (the ''Extension Amendment Proposal'').CORPORATE GOVERNANCEISSUER7103.0000000.000000FOR7103.000000FORS000005160OCA ACQUISITION CORP670865104US670865104601/09/2024Proposal No. 2 - Redemption Limitation Amendment Proposal - To amend the Certificate of Incorporation to eliminate the limitation that OCA may not redeem shares of Class A common stock, par value $0.0001 per share (the ''Class A Common Stock'') to the extent that such redemption would result in OCA having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended), of less than $5,000,001 (the ''Redemption Limitation'') in order to allow OCA to redeem shares of Class A Common Stock irrespective of whether such redemption would exceed the Redemption Limitation (the ''Redemption Limitation Amendment Proposal'').CAPITAL STRUCTUREISSUER7103.0000000.000000FOR7103.000000FORS000005160OCA ACQUISITION CORP670865104US670865104601/09/2024Proposal No. 3 - Adjournment Proposal - To adjourn the Stockholder Meeting to a later date or dates, if necessary, (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Stockholder Meeting, there are insufficient shares of Class A common stock, par value $0.0001 per share (the ''Public Stock''), and Class B common stock, par value $0.0001 per share in the capital of OCA represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Stockholder Meeting or at the time of the Stockholder Meeting to approve the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal or (ii) if the holders of shares of Public Stock have elected to redeem an amount of shares in connection with the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal such that OCA would not adhere to the continued listing requirements of The Nasdaq Capital Market (the ''Adjournment Proposal'').CORPORATE GOVERNANCEISSUER7103.0000000.000000FOR7103.000000FORS000005160ALPHA STAR ACQUISITION CORPORATIONKYG0230C108701/10/2024Extension Proposal. Amend Alpha Star's Amended and Restated Memorandum and Articles of Association to extend the date by which Alpha Star must consummate its initial business combination to September 15, 2024, by amending the Amended and Restated Memorandum and Articles of Association to delete the existing Section 36.2 thereof and replacing it with the new Section 36.2 as provided by the first resolution in the form set forth in Annex A of the accompanying proxy statement.CORPORATE GOVERNANCEISSUER8853.0000000.000000FOR8853.000000FORS000005160ALPHA STAR ACQUISITION CORPORATIONKYG0230C108701/10/2024Target Limitation Amendment Proposal. Amend Alpha Star's Amended and Restated Memorandum and Articles of Association, by amended Section 1.1 thereof as provided by the second resolution in the form set forth in Annex A to the accompanying proxy statement, to allow the Company to undertake an initial business combination with an entity or business ("Target Business"), with a physical presence, operation, or other significant ties to China (a "China-based Target") or which may subject the post-business combination business to the laws, regulations and policies of China (including Hong Kong and Macao), or entity or business that conducts operations in China through variable interest entities, or VIEs, pursuant to a series of contractual arrangements (the "VIE Agreements") with the VIE and its shareholders on one side, and a China-based subsidiary of the China-based Target (the "WFOE"), on the other side.CORPORATE GOVERNANCEISSUER8853.0000000.000000FOR8853.000000FORS000005160ALPHA STAR ACQUISITION CORPORATIONKYG0230C108701/10/2024Redemption Limitation Amendment Proposal. Amend Alpha Star's Amended and Restated Memorandum and Articles of Association, by amended Section 36.5(c) thereof as provided by the third resolution in the form set forth in Annex A to the accompanying proxy statement, to eliminate (i) the limitation that the Company shall not redeem its public shares to the extent that such redemption would result in the ordinary shares, or the securities of any entity that succeeds the Company as a public company, becoming ''penny stock'' (as defined in accordance with Rule 3a51-1 of the Securities Exchange Act of 1934, as amended (the ''Exchange Act'')), or cause the Company to not meet any greater net tangible asset or cash requirement which may be contained in the agreement relating to a Business Combination (the ''Redemption Limitation'') and (ii) the limitation that the Company shall not consummate a Business Combination if the Redemption Limitation is exceeded.CAPITAL STRUCTUREISSUER8853.0000000.000000FOR8853.000000FORS000005160ALPHA STAR ACQUISITION CORPORATIONKYG0230C108701/10/2024Adjournment Proposal To direct the chairman of the Extraordinary General Meeting to adjourn the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, there are not sufficient votes to approve Proposals 1, 2, and 3.CORPORATE GOVERNANCEISSUER8853.0000000.000000FOR8853.000000FORS000005160HENNESSY CAPITAL INVESTMENT CORP. VI42600H108US42600H108601/10/2024Extension Amendment Proposal Amend the Company's amended and restated certificate of incorporation to extend the date by which the Company has to consummate a Business Combination from January 10, 2024 to September 30, 2024 (or such earlier date as determined by the Board).CORPORATE GOVERNANCEISSUER17637.0000000.000000FOR17637.000000FORS000005160HENNESSY CAPITAL INVESTMENT CORP. VI42600H108US42600H108601/10/2024Adjournment Proposal Adjourn the 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 Proposal 1..CORPORATE GOVERNANCEISSUER17637.0000000.000000FOR17637.000000FORS000005160SPRING VALLEY ACQUISITION CORP. IIKYG83752108001/10/2024The Extension Amendment Proposal - to amend, by way of special resolution, the Company's amended and restated memorandum and articles of association (the "Articles") as provided by the resolution in the form set forth on 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 (1) consummate an initial merger, share exchange, asset acquisition, share purchase, reorganisation or similar business combination with one or more businesses (a "business combination"), (2) cease its operations except for the purpose of winding up if it fails to complete such business combination, and (3) redeem all of the Class A ordinary shares of the Company, par value $0.0001 per share (the "Class A ordinary shares") included as part of the units sold in the Company's initial public offering (such Class A ordinary shares, the "Public Shares") that was consummated on October 17, 2022 (the "IPO"), from 15 months from the closing of the IPO to 36 months from the closing of the IPO, or such earlier date as is determined by our board of directors (the "board"), in its sole discretion, to be in the best interests of the Company (the "Extension" and, such date, the "Extended Date");CORPORATE GOVERNANCEISSUER4048.0000000.000000FOR4048.000000FORS000005160SPRING VALLEY ACQUISITION CORP. IIKYG83752108001/10/2024The Conversion Amendment Proposal - to amend, by way of special resolution, the Articles as provided by the resolution in the form set forth on Annex A to the accompanying Proxy Statement to change certain provisions which restrict the Class B ordinary shares, par value $0.0001, of the Company (the "Class B ordinary shares" or the "Founder Shares") from converting to Class A ordinary shares prior to the consummation of an initial business combination (the "Conversion Amendment" and, such proposal, the "Conversion Amendment Proposal");CAPITAL STRUCTUREISSUER4048.0000000.000000FOR4048.000000FORS000005160SPRING VALLEY ACQUISITION CORP. IIKYG83752108001/10/2024The Redemption Limitation Amendment Proposal - to amend, by way of special resolution, the Articles as provided by the resolution in the form set forth on Annex A to the accompanying Proxy Statement to eliminate from the Articles 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 Securities Exchange Act of 1934, as amended (the "Exchange Act") (or any successor rule)) 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 "Redemption Limitation Amendment" and, such proposal, the "Redemption Limitation Amendment Proposal" and, together with the Extension Amendment Proposal and the Conversion Amendment Proposal, the "Charter Proposals");CAPITAL STRUCTUREISSUER4048.0000000.000000FOR4048.000000FORS000005160SPRING VALLEY ACQUISITION CORP. IIKYG83752108001/10/2024The Letter Agreement Amendment Proposal - to approve, as an ordinary resolution, the amendment of that certain Letter Agreement, dated as of October 12, 2022 (the "Letter Agreement"), entered into by the Company, Spring Valley Acquisition Sponsor II, LLC (the "Sponsor") and the Company's directors and officers, in the form set forth on Annex B, to modify the vesting period for a portion of the Founder Shares (as defined herein) held by the Sponsor at the close of a business combination (the "Letter Agreement Amendment Proposal");CAPITAL STRUCTUREISSUER4048.0000000.000000FOR4048.000000FORS000005160SPRING VALLEY ACQUISITION CORP. IIKYG83752108001/10/2024The Director Election Proposal - to appoint, by way of ordinary resolution of the holders of Founder Shares, Class I directors Richard Thompson and Sharon Youngblood to each serve on the board for a three- year term expiring at the third succeeding annual general meeting after their appointment, or until their successors have been qualified and appointed (the "Director Election Proposal"): Richard ThompsonDIRECTOR ELECTIONSISSUER4048.0000000.000000FOR4048.000000FORS000005160SPRING VALLEY ACQUISITION CORP. IIKYG83752108001/10/2024The Director Election Proposal - to appoint, by way of ordinary resolution of the holders of Founder Shares, Class I directors Richard Thompson and Sharon Youngblood to each serve on the board for a three- year term expiring at the third succeeding annual general meeting after their appointment, or until their successors have been qualified and appointed (the "Director Election Proposal"): Sharon YoungbloodDIRECTOR ELECTIONSISSUER4048.0000000.000000FOR4048.000000FORS000005160SPRING VALLEY ACQUISITION CORP. IIKYG83752108001/10/2024The Adjournment Proposal - to approve, as an ordinary resolution, the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary, (i) 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 proposals presented at the Extraordinary General Meeting or (ii) if the board determines before the Extraordinary General Meeting that it is not necessary or no longer desirable to proceed with the Proposals (the "Adjournment Proposal" and, together with the Charter Proposals, the Letter Agreement Amendment Proposal and the Director Election Proposal, the "Proposals"). The Adjournment Proposal will only be presented at the Extraordinary General Meeting if there are not sufficient votes to approve the other Proposals.CORPORATE GOVERNANCEISSUER4048.0000000.000000FOR4048.000000FORS000005160ZALATORIS ACQUISITION CORP89301B104US89301B104401/12/2024Extension Amendment Proposal Amend the Company's amended and restated certificate of incorporation to extend the date by which the Company has to complete a business combination to November 14, 2024, in a series of eleven (11) one-month extensions, or such earlier date as determined by the Board of Directors, provided that the Sponsor (or its affiliates or permitted designees) will deposit into the Trust Account the $100,000 in connection with the Special Meeting for each such one-month extension commencing January 14, 2024 until November 14, 2024, unless the Closing of the Company's Business Combination shall have occurred, which we refer to as the "Extension Amendment Proposal."CORPORATE GOVERNANCEISSUER3001.0000000.000000FOR3001.000000FORS000005160ZALATORIS ACQUISITION CORP89301B104US89301B104401/12/2024Founder Share Amendment Proposal A proposal to amend the Existing Zalatoris Charter, to provide for the right of the holders of Zalatoris Class B Common Stock to convert such shares of Zalatoris Class B Common Stock into shares of Zalatoris Class A Common Stock on a one-to-one basis at the election of such holders.CAPITAL STRUCTURECORPORATE GOVERNANCEISSUER3001.0000000.000000FOR3001.000000FORS000005160ZALATORIS ACQUISITION CORP89301B104US89301B104401/12/2024Action by Written Consent Amendment Proposal A proposal to amend the Existing Zalatoris Charter, to provide for action by written consent executed by a majority of the Board or a majority of committee members.CORPORATE GOVERNANCEISSUER3001.0000000.000000FOR3001.000000FORS000005160ZALATORIS ACQUISITION CORP89301B104US89301B104401/12/2024Adjournment Proposal Approve the adjournment of the Special 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, which we refer to as the "Adjournment Proposal."CORPORATE GOVERNANCEISSUER3001.0000000.000000FOR3001.000000FORS000005160RCF ACQUISITION CORPKYG7330C102401/16/2024Proposal No. 1 - The Director Proposal - as an ordinary resolution, the election of the following individuals to serve as directors for a three-year term or until their successors are elected and qualified.: R. Rudolph ReinfrankDIRECTOR ELECTIONSISSUER4283.0000000.000000FOR4283.000000FORS000005160RCF ACQUISITION CORPKYG7330C102401/16/2024Proposal No. 1 - The Director Proposal - as an ordinary resolution, the election of the following individuals to serve as directors for a three-year term or until their successors are elected and qualified.: Thomas J. AboodDIRECTOR ELECTIONSISSUER4283.0000000.000000FOR4283.000000FORS000005160RCF ACQUISITION CORPKYG7330C102401/16/2024Proposal No. 2 - The Auditor Proposal - to ratify the appointment of WithumSmith+Brown, PC as the Company's independent registered public accounting firm for the year ended December 31, 2023AUDIT-RELATEDISSUER4283.0000000.000000FOR4283.000000FORS000005160STONEBRIDGE ACQUISITION CORPORATIONKYG85094103301/17/2024The Extension Amendment Proposal - to amend StoneBridge's Amended and Restated Memorandum and Articles of Association, adopted July 19, 2023 (the "Articles of Association") to give the Company the right to extend the date by which it has to consummate a business combination from January 20, 2024 (the "Termination Date") up to 6 times for an additional one (1) month each time up to July 20, 2024 (the "Extension") (i.e., for a period of time ending up to 36 months after the consummation of its initial public offering (the "IPO")) by depositing into the StoneBridge trust account (the "Trust Account"), for each one-month extension, $0.025 for each Public Share outstanding (the "Extension Payment") after giving effect to the Redemption (the "Extension Amendment Proposal").CORPORATE GOVERNANCEISSUER419.0000000.000000FOR419.000000FORS000005160STONEBRIDGE ACQUISITION CORPORATIONKYG85094103301/17/2024The NTA Amendment Proposal - to consider and vote upon a proposal, by special resolution, to amend the Articles of Association to remove the NTA Requirement in order to expand the methods that the Company may employ so as not to become subject to the "penny stock" rules of the SEC.CAPITAL STRUCTUREISSUER419.0000000.000000FOR419.000000FORS000005160STONEBRIDGE ACQUISITION CORPORATIONKYG85094103301/17/2024The Adjournment Proposal - RESOLVED, as an ordinary resolution, that the adjournment of the Extraordinary General Meeting to a later date or dates to be determined by the chairperson of the Extraordinary General Meeting, be approved in all respects.CORPORATE GOVERNANCEISSUER419.0000000.000000FOR419.000000FORS000005160TENX KEANE ACQUISITIONKYG8708L104101/17/2024The Extension Amendment Proposal It is resolved as a special resolution that the Company's Amended and Restated Memorandum and Articles of Association adopted by the special resolution dated October 13, 2022 be deleted in their entirety and in substitution in their place of the third amended and restated memorandum and articles of association of the Company in the form attached as Annex A hereto, which provides that the Company may elect to extend the date by which the Company has to consummate a business combination for a total of eight (8) times, as follow: (i) one (1) time for an additional three (3) months January 18, 2024 to April 18, 2024, and subsequently (ii) seven (7) times for an additional one (1) month each time from April 18, 2024 to November 18, 2024, if requested by the Sponsor and upon two calendar days' advance notice prior to the applicable deadline.CORPORATE GOVERNANCEISSUER2845.0000000.000000FOR2845.000000FORS000005160TENX KEANE ACQUISITIONKYG8708L104101/17/2024The Auditor Ratification Proposal It is resolved as an ordinary resolution that the appointment of Marcum LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2023 be ratified, approved and confirmed in all respects.AUDIT-RELATEDISSUER2845.0000000.000000FOR2845.000000FORS000005160TENX KEANE ACQUISITIONKYG8708L104101/17/2024Adjournment Proposal It is resolved as an ordinary resolution that the chairman of the Extraordinary General Meeting be directed to adjourn the Extraordinary General Meeting to a later date or dates, if necessary or appropriate, (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, there are insufficient Ordinary Shares represented (either in person or virtually, or by proxy) to approve the Extension Amendment Proposal or the Auditor Ratification Proposal, (ii) if the holders of Public Shares have elected to redeem an amount of shares in connection with the Extension Amendment such that the Company would not adhere to the continued listing requirements of Nasdaq, or (iii) if the Board determines before the Extraordinary General Meeting that it is not necessary or no longer desirable to proceed with the other proposals.CORPORATE GOVERNANCEISSUER2845.0000000.000000FOR2845.000000FORS000005160HCM ACQUISITION CORP.KYG4365A101301/18/2024A proposal by special resolution, to amend the Company's amended and restated memorandum and articles of association (our ''Amended and Restated Memorandum and Articles of Association'') to extend the date by which the Company must consummate a business combination (the ''Extension'') from January 25, 2024 (the ''Original Termination Date'') to February 25, 2024 (the ''Extended Date''), with the option to elect to extend the date to consummate a business combination on a monthly basis for up to two times by an additional month each time after February 25, 2024, without another shareholder vote, upon two days' advance notice prior to the applicable deadline, for a total of up to three months to April 25, 2024, unless the closing of a business combination shall have occurred (the ''Additional Extension Date'' and such proposal, the ''Extension Amendment Proposal'').CORPORATE GOVERNANCEISSUER3925.0000000.000000FOR3925.000000FORS000005160HCM ACQUISITION CORP.KYG4365A101301/18/2024A proposal to approve by the affirmative vote of at least sixty-five percent (65%) of the outstanding Class A Ordinary Shares and Class B Ordinary Shares, voting together as a single class, the amendment and restatement of that certain Amended and Restated Investment Management Trust Agreement, dated April 20, 2023 (the ''Trust Agreement''), by and between the Company and Continental Stock Transfer & Trust Company, to reflect the Extension (the ''Trust Amendment'' and such proposal, the ''Trust Amendment Proposal'' and, together with the Extension Amendment Proposal, the ''Proposals'').CORPORATE GOVERNANCEISSUER3925.0000000.000000FOR3925.000000FORS000005160HCM ACQUISITION CORP.KYG4365A101301/18/2024A proposal by ordinary resolution, to approve the adjournment of the Extraordinary Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes to approve the Proposals or if we determine that additional time is necessary to effectuate the Extension (the ''Adjournment Proposal''). The Adjournment Proposal will only be presented at the Extraordinary Meeting if there are not sufficient votes for, or otherwise in connection with, the approval of the Proposals.CORPORATE GOVERNANCEISSUER3925.0000000.000000FOR3925.000000FORS000005160FTAC EMERALD ACQUISITION CORP.29103K100US29103K100701/19/2024The Charter Amendment Proposal - to approve the adoption of an amendment to the Company's Amended and Restated Certificate of Incorporation (as amended) to extend the date by which the Company has to consummate its initial business combination from January 19, 2024 to December 20, 2024 (or such earlier date as determined by the Company's Board of Directors).CORPORATE GOVERNANCEISSUER12006.0000000.000000FOR12006.000000FORS000005160FTAC EMERALD ACQUISITION CORP.29103K100US29103K100701/19/2024The Trust Amendment Proposal - to approve the adoption of an amendment to the Investment Management Trust Agreement, dated December 15, 2021, as amended, by and between the Company and Continental Stock Transfer & Trust Company ("Continental"), to allow the trustee to liquidate the trust account established in connection with the Company's IPO at such time as may be determined by the Company as set forth in Proposal 1. Proposal 2 is conditioned on the approval of Proposal 1. If Proposal 2 is approved by the stockholders and Proposal 1 is not, neither proposal will take effect.CORPORATE GOVERNANCEISSUER12006.0000000.000000FOR12006.000000FORS000005160FTAC EMERALD ACQUISITION CORP.29103K100US29103K100701/19/2024The Adjournment Proposal - to approve adjournment of the Special 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 Proposal 1 or Proposal 2.CORPORATE GOVERNANCEISSUER12006.0000000.000000FOR12006.000000FORS000005160KEYARCH ACQUISITION CORPKYG5260A104001/19/2024The Extension Amendment Proposal - RESOLVED, as a special resolution, that the Amended and Restated Memorandum of Association and Articles of Association, as amended, be further amended, in order to give the Board the right to extend, on a monthly basis, the Termination Date from January 27, 2024 to July 27, 2024 (or such earlier date as determined by the Board).CORPORATE GOVERNANCEISSUER12768.0000000.000000FOR12768.000000FORS000005160KEYARCH ACQUISITION CORPKYG5260A104001/19/2024The Adjournment Proposal - RESOLVED, as an ordinary resolution, that the adjournment of the Meeting to a later date or dates to be determined by the chairman of the Meeting, or indefinitely, if necessary or convenient, to permit further solicitation and vote of proxies be confirmed, ratified and approved in all respects.CORPORATE GOVERNANCEISSUER12768.0000000.000000FOR12768.000000FORS000005160SPIRIT REALTY CAPITAL, INC.84860W300US84860W300701/19/2024Merger Proposal: To approve the merger of Spirit with and into Saints MD Subsidiary, Inc. ("Merger Sub"), with Merger Sub continuing its existence as a wholly owned subsidiary of Realty Income Corporation ("Realty Income"), on the terms and subject to the conditions of the Agreement and Plan of Merger, dated as of October 29, 2023 (as amended from time to time, the "Merger Agreement"), by and among Spirit, Realty Income and Merger Sub, and the transactions contemplated thereby.EXTRAORDINARY TRANSACTIONSISSUER25728.0000000.000000FOR25728.000000FORS000005160SPIRIT REALTY CAPITAL, INC.84860W300US84860W300701/19/2024Compensation Proposal: To approve, by advisory (non binding) vote, certain compensation that may be paid or become payable to Spirit's named executive officers in connection with the completion of the Merger.SECTION 14A SAY-ON-PAY VOTESISSUER25728.0000000.000000FOR25728.000000FORS000005160SPIRIT REALTY CAPITAL, INC.84860W300US84860W300701/19/2024Compensation Proposal: To approve, by advisory (non binding) vote, certain compensation that may be paid or become payable to Spirit's named executive officers in connection with the completion of the Merger.SECTION 14A SAY-ON-PAY VOTESISSUER25728.0000000.000000FOR25728.000000FOR1S000005160SPIRIT REALTY CAPITAL, INC.84860W300US84860W300701/19/2024Adjournment Proposal: To approve the adjournment of the Spirit special meeting, if necessary or appropriate, to solicit additional proxies in favor of the Merger Proposal, if there are insufficient votes at the time of such adjournment to approve such proposal.CORPORATE GOVERNANCEISSUER25728.0000000.000000FOR25728.000000FORS000005160WESTROCK COMPANY96145D105US96145D105401/26/2024Election of Directors: Colleen F. ArnoldDIRECTOR ELECTIONSISSUER21607.0000000.000000FOR21607.000000FORS000005160WESTROCK COMPANY96145D105US96145D105401/26/2024Election of Directors: Timothy J. BernlohrDIRECTOR ELECTIONSISSUER21607.0000000.000000FOR21607.000000FORS000005160WESTROCK COMPANY96145D105US96145D105401/26/2024Election of Directors: J. Powell BrownDIRECTOR ELECTIONSISSUER21607.0000000.000000FOR21607.000000FORS000005160WESTROCK COMPANY96145D105US96145D105401/26/2024Election of Directors: Terrell K. CrewsDIRECTOR ELECTIONSISSUER21607.0000000.000000FOR21607.000000FORS000005160WESTROCK COMPANY96145D105US96145D105401/26/2024Election of Directors: Russell M. CurreyDIRECTOR ELECTIONSISSUER21607.0000000.000000FOR21607.000000FORS000005160WESTROCK COMPANY96145D105US96145D105401/26/2024Election of Directors: Suzan F. HarrisonDIRECTOR ELECTIONSISSUER21607.0000000.000000FOR21607.000000FORS000005160WESTROCK COMPANY96145D105US96145D105401/26/2024Election of Directors: Gracia C. MartoreDIRECTOR ELECTIONSISSUER21607.0000000.000000FOR21607.000000FORS000005160WESTROCK COMPANY96145D105US96145D105401/26/2024Election of Directors: James E. NevelsDIRECTOR ELECTIONSISSUER21607.0000000.000000FOR21607.000000FORS000005160WESTROCK COMPANY96145D105US96145D105401/26/2024Election of Directors: E. Jean SavageDIRECTOR ELECTIONSISSUER21607.0000000.000000FOR21607.000000FORS000005160WESTROCK COMPANY96145D105US96145D105401/26/2024Election of Directors: David B. SewellDIRECTOR ELECTIONSISSUER21607.0000000.000000FOR21607.000000FORS000005160WESTROCK COMPANY96145D105US96145D105401/26/2024Election of Directors: Dmitri L. StocktonDIRECTOR ELECTIONSISSUER21607.0000000.000000FOR21607.000000FORS000005160WESTROCK COMPANY96145D105US96145D105401/26/2024Election of Directors: Alan D. WilsonDIRECTOR ELECTIONSISSUER21607.0000000.000000FOR21607.000000FORS000005160WESTROCK COMPANY96145D105US96145D105401/26/2024Advisory Vote to Approve Executive CompensationSECTION 14A SAY-ON-PAY VOTESISSUER21607.0000000.000000FOR21607.000000FORS000005160WESTROCK COMPANY96145D105US96145D105401/26/2024Advisory Vote to Approve Executive CompensationSECTION 14A SAY-ON-PAY VOTESISSUER21607.0000000.000000FOR21607.000000FOR1S000005160WESTROCK COMPANY96145D105US96145D105401/26/2024Ratification of Appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending September 30, 2024AUDIT-RELATEDISSUER21607.0000000.000000FOR21607.000000FORS000005160ALPHA PARTNERS TECHNOLOGY MERGER CORP.KYG63290111501/29/2024Extension Amendment Proposal - To approve, as a special resolution, an amendment to the Company's Amended and Restated Memorandum and Articles of Association (the "Charter") as provided by the first resolution in the form set forth in Annex A to the accompanying proxy statement, to extend the date by which it has to consummate a business combination from July 30, 2024 (the "Termination Date") to January 30, 2025, or such earlier date as shall be determined by the Company's board of directors (the "Board") in its sole discretion (as extended, the "Extended Date" and such extension, the "Extension"). This proposal is referred to as the "Extension Amendment Proposal";CORPORATE GOVERNANCEISSUER10841.0000000.000000FOR10841.000000FORS000005160ALPHA PARTNERS TECHNOLOGY MERGER CORP.KYG63290111501/29/2024Name Change Proposal - To approve, as a special resolution, an amendment to the Charter as provided by the second resolution in the form set forth in Annex A to the accompanying proxy statement, to provide that the name of the Company shall be changed from "Alpha Partners Technology Merger Corp." to "Plum Acquisition Corp. III". This proposal is referred to as the "Name Change Proposal";CORPORATE GOVERNANCEISSUER10841.0000000.000000FOR10841.000000FORS000005160ALPHA PARTNERS TECHNOLOGY MERGER CORP.KYG63290111501/29/2024Adjournment 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 if, based upon the tabulated vote at the time of the Extraordinary General Meeting, there are not sufficient votes to approve the Extension Amendment Proposal. This proposal is referred to as the "Adjournment Proposal."CORPORATE GOVERNANCEISSUER10841.0000000.000000FOR10841.000000FORS000005160MARS ACQUISITION CORP.KYG5870E108901/30/2024The Extension Amendment Proposal - RESOLVED, as a special resolution: a) Article 37.8 of Mars's Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 37.8: "The Company has until 21 months from the closing of the IPO to consummate a Business Combination, provided however that if the Board of Directors anticipates that the Company may not be able to consummate a Business Combination within 21 months from the closing of the IPO, the Company may, by Resolution of Directors, at the request of the Sponsor, extend the period of time to consummate a Business Combination up to two times, each by an additional three months (for a total of up to 27 months to complete a Business Combination). In the event that the Company does not consummate a Business Combination by 21 months from the closing of the IPO (or 27 months from the closing of the IPO (subject in the latter case to valid three months extension having been made in each case) or such later time as the Members of the Company may approve in accordance with these Articles, the Company shall: (a) cease all operations except for the purpose of winding up; (b) 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 to pay income taxes, if any (less up to US$50,000 of interest to pay dissolution expenses), divided by the number of the Public Shares then in issue, which redemption will completely extinguish public Members' rights as Members (including the right to receive further liquidation distributions, if any); and (c) as promptly as reasonably possible following such redemption, subject to the approval of the Company's remaining Members and the directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to its obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of Applicable Law. If the Company shall wind up for any other reason prior to the consummation of a Business Combination, the Company shall, as promptly as reasonably possible but not more than ten business days thereafter, follow the foregoing procedures set out in this Article 37.8 with respect to the liquidation of the Trust Account, subject to its obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of Applicable Law." b) Article 37.9(a)(ii) of Mars's Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 37.9(a)(ii): "redeem 100% of the Public Shares if the Company has not consummated an initial Business Combination within 21 months from the closing of the IPO (or 27 months from the closing of the IPO pursuant to Article 37.8 (subject in the latter case to valid three months extension having been made in each case)"CORPORATE GOVERNANCEISSUER2532.0000000.000000FOR2532.000000FORS000005160MARS ACQUISITION CORP.KYG5870E108901/30/2024The Redemption Limitation Amendment Proposal - RESOLVED, as a special resolution: a) Article 37.2(b) of Mars's Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 37.2(b): "provide Members with the opportunity to have their Shares repurchased by means of a tender offer (a Tender Offer) for a per-Share repurchase 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 such Business Combination, including interest earned on the funds held in the Trust Account not previously released to the Company to pay its income taxes, if any, divided by the number of Public Shares then in issue." b) Article 37.6 of Mars's Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 37.6: "Any Member holding Public Shares who is not a Founder, Officer or director may, contemporaneously with any vote on a Business Combination, elect to have their Public Shares redeemed for cash (the IPO Redemption), provided that no such Member acting together with any Affiliate of his or any other person with whom he is acting in concert or as a partnership, syndicate, or other group for the purposes of acquiring, holding, or disposing of Shares may exercise this redemption right with respect to more than 15% of the Public Shares without the Company's prior consent, and provided further that any holder that holds Public Shares beneficially through a nominee must identify itself to the Company in connection with any redemption election in order to validly redeem such Public Shares. In connection with any vote held to approve a proposed Business Combination, holders of Public Shares seeking to exercise their redemption rights will be required to either tender their certificates (if any) to the Company's transfer agent or to deliver their shares to the transfer agent electronically using The Depository Trust Company's DWAC (Deposit/Withdrawal At Custodian) System, at the holder's option, in each case up to two business days prior to the initially scheduled vote on the proposal to approve a Business Combination. If so demanded, the Company shall pay any such redeeming Member, regardless of whether he is voting for or against such proposed Business Combination or abstains from voting, a per-Share redemption 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 a Business Combination, including interest earned on the Trust Account not previously released to the Company to pay its income taxes, if any, divided by the number of Public Shares then in issue (such redemption price being referred to herein as the Redemption Price)"CAPITAL STRUCTUREISSUER2532.0000000.000000FOR2532.000000FORS000005160MARS ACQUISITION CORP.KYG5870E108901/30/2024The Adjournment Proposal - RESOLVED, as an ordinary resolution, that the adjournment of the Shareholder Meeting to a later date or dates if necessary, (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient Ordinary Shares, par value $0.000125 each in the capital of Mars represented (either in person or by proxy) at the Shareholder Meeting to approve the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal, or (ii) where the board of directors of Mars has determined it is otherwise necessary.CORPORATE GOVERNANCEISSUER2532.0000000.000000FOR2532.000000FORS000005160CETUS CAPITAL ACQUISITION CORP15719Y105US15719Y105501/31/2024Extension Amendment Proposal Amend the Company's amended and restated certificate of incorporation to extend the date by which the Company has to consummate a business combination from February 3, 2024 up to six (6) one-month extensions to August 3, 2024, provided that we deposit into the trust account an additional amount equal to the lesser of $0.03 per outstanding public share and $50,000 for each month extended, as more particularly provided in the Proxy Statement.CORPORATE GOVERNANCEISSUER3934.0000000.000000FOR3934.000000FORS000005160CETUS CAPITAL ACQUISITION CORP15719Y105US15719Y105501/31/2024Adjournment Proposal Adjourn the Special 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 Proposal 1.CORPORATE GOVERNANCEISSUER3934.0000000.000000FOR3934.000000FORS000005160IMMUNOGEN, INC.45253H101US45253H101401/31/2024A proposal to approve the Agreement and Plan of Merger, dated November 30, 2023 (as may be amended, modified or supplemented from time to time, the "Merger Agreement"), by and among ImmunoGen, Inc., a Massachusetts corporation ("ImmunoGen"), AbbVie Inc., a Delaware corporation ("AbbVie"), Athene Subsidiary LLC, a Delaware limited liability company and wholly owned subsidiary of AbbVie ("Intermediate Sub"), and Athene Merger Sub Inc., a Massachusetts corporation and wholly owned subsidiary of Intermediate Sub ("Purchaser"). Upon the terms and subject to the conditions of the Merger Agreement, Purchaser will merge with and into ImmunoGen, and the separate corporate existence of Purchaser will thereupon cease, with ImmunoGen continuing as the surviving corporation and as a wholly owned subsidiary of Intermediate Sub in accordance with the Massachusetts Business Corporation Act;EXTRAORDINARY TRANSACTIONSISSUER9499.0000000.000000FOR9499.000000FORS000005160IMMUNOGEN, INC.45253H101US45253H101401/31/2024A proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to ImmunoGen's named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement; andSECTION 14A SAY-ON-PAY VOTESISSUER9499.0000000.000000FOR9499.000000FORS000005160IMMUNOGEN, INC.45253H101US45253H101401/31/2024A proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to ImmunoGen's named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement; andSECTION 14A SAY-ON-PAY VOTESISSUER9499.0000000.000000FOR9499.000000FOR1S000005160IMMUNOGEN, INC.45253H101US45253H101401/31/2024A proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, including to solicit additional proxies to approve the Merger Agreement if there are insufficient votes to approve the Merger Agreement at the time of the Special Meeting.CORPORATE GOVERNANCEISSUER9499.0000000.000000FOR9499.000000FORS000005160SEMPER PARATUS ACQUISITION CORPKYG8028L107701/31/2024The Business Combination Proposal - To consider and vote upon a proposal to approve by an ordinary resolution under the Cayman Islands Companies Act. Semper Paratus' entry into the Merger Agreement, dated as of June 28, 2023 (as may be amended, supplemented or otherwise modified from time to time, the "Merger Agreement"), by and among Semper Paratus, Semper Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Semper Paratus ("Merger Sub") and Tevogen Bio Inc, a Delaware corporation ("Tevogen Bio"), a copy of which is attached to the accompanying proxy statement/prospectus as Annex A. pursuant to which, among other things, following the de-registration of Semper Paratus as an exempted company in the Cayman Islands and the continuation and Domestication (as defined below) of Semper Paratus as a corporation in the State of Delaware, at the effective time, Merger Sub will merge with and into Tevogen Bio, with Tevogen Bio being the surviving company (the "Merger," and the transaction contemplated by the Merger Agreement, collectively the "Business Combination").EXTRAORDINARY TRANSACTIONSISSUER1017.0000000.000000FOR1017.000000FORS000005160SEMPER PARATUS ACQUISITION CORPKYG8028L107701/31/2024The Domestication Proposal - To consider and vote upon a proposal, as a special resolution under the Cayman Islands Companies Act, that Semper Paratus be transferred by way of continuation to Delaware pursuant to Article 47 of Semper Paratus' Amended and Restated Memorandum and Articles of Association (the "Existing Governing Documents"), Part XII of the Cayman Islands Companies Act, and Section 388 of the Delaware General Corporation Law ("DGCL") and, immediately upon being de-registered in the Cayman Islands, Semper Paratus be continued and domesticated as a corporation under the laws of the State of Delaware (the "Domestication") and, conditional upon, and with effect from, the registration of Semper Paratus as a corporation in the State of Delaware, the name of Semper Paratus be changed from "Semper Paratus Acquisition Corporation" to "Tevogen Bio Holdings Inc." "New Tevogen" refers to Semper Paratus after giving effect to the Domestication.EXTRAORDINARY TRANSACTIONSCORPORATE GOVERNANCEISSUER1017.0000000.000000FOR1017.000000FORS000005160SEMPER PARATUS ACQUISITION CORPKYG8028L107701/31/2024Organizational Documents Proposal - To consider and vote upon a proposal, as a special resolution under the Cayman Islands Companies Act, to approve the amendment and restatement of the Existing Governing Documents by their deletion and replacement with the proposed new certificate of incorporation, a copy of which is attached to the accompanying proxy statement/prospectus as Annex C (the "Proposed Charter"), and bylaws, a copy of which is attached to the accompanying proxy statement/prospectus as Annex D (the "Proposed Bylaws" and, together with the Proposed Charter, the "Proposed Organizational Documents") of New Tavogen, which, if approved, would take effect immediately after the Domestication.CORPORATE GOVERNANCEISSUER1017.0000000.000000FOR1017.000000FORS000005160SEMPER PARATUS ACQUISITION CORPKYG8028L107701/31/2024Advisory Charter Proposals - To consider and vote, on a non-binding advisory basis, upon the following nine (9) separate resolutions to approve material differences between the Proposed Charter and the Existing Governing Documents, which are being presented separately in accordance with U.S. Securities and Exchange Commission guidance to give shareholders the opportunity to present their separate views on important corporate governance proposals: A proposal to increase the authorized share capital of Semper Paratus from US$22,100 divided into (i) 200,000,000 Class A ordinary shares, par value $0.0001 per share, 20,000,000 Class B ordinary shares, par value $0.0001 per share, and 1,000,000 preference shares, par value $0.0001 per share, to (ii) 800,000,000 shares of common stock, par value $0.0001 per share, of New Tevogen and 20,000,000 shares of preferred stock, par value $0.0001 per share, of New Tevogen.CAPITAL STRUCTUREISSUER1017.0000000.000000FOR1017.000000FORS000005160SEMPER PARATUS ACQUISITION CORPKYG8028L107701/31/2024Advisory Charter Proposals - To consider and vote, on a non-binding advisory basis, upon the following nine (9) separate resolutions to approve material differences between the Proposed Charter and the Existing Governing Documents, which are being presented separately in accordance with U.S. Securities and Exchange Commission guidance to give shareholders the opportunity to present their separate views on important corporate governance proposals: A proposal to provide that the number of authorized shares of any class of common stock or preferred stock of New Tevogen may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of New Tevogen's stock entitled to vote, irrespective of the provisions of Section 242(b)(2) of the DGCL.CAPITAL STRUCTUREISSUER1017.0000000.000000FOR1017.000000FORS000005160SEMPER PARATUS ACQUISITION CORPKYG8028L107701/31/2024Advisory Charter Proposals - To consider and vote, on a non-binding advisory basis, upon the following nine (9) separate resolutions to approve material differences between the Proposed Charter and the Existing Governing Documents, which are being presented separately in accordance with U.S. Securities and Exchange Commission guidance to give shareholders the opportunity to present their separate views on important corporate governance proposals: A proposal to permit removal of a director only for cause and only by the affirmative vote of the holders of a majority of the voting power of all of the outstanding shares of voting stock of New Tevogen entitled to vote at an election of directors, voting together as a single class.SHAREHOLDER RIGHTS AND DEFENSESISSUER1017.0000000.000000FOR1017.000000FORS000005160SEMPER PARATUS ACQUISITION CORPKYG8028L107701/31/2024Advisory Charter Proposals - To consider and vote, on a non-binding advisory basis, upon the following nine (9) separate resolutions to approve material differences between the Proposed Charter and the Existing Governing Documents, which are being presented separately in accordance with U.S. Securities and Exchange Commission guidance to give shareholders the opportunity to present their separate views on important corporate governance proposals: A proposal to provide that, subject to the rights of holders of any series of preferred stock, the number of directors will be fixed from time to time by a majority of the board of directors of New Tevogen (the "New Tevogen Board").CORPORATE GOVERNANCEISSUER1017.0000000.000000FOR1017.000000FORS000005160SEMPER PARATUS ACQUISITION CORPKYG8028L107701/31/2024Advisory Charter Proposals - To consider and vote, on a non-binding advisory basis, upon the following nine (9) separate resolutions to approve material differences between the Proposed Charter and the Existing Governing Documents, which are being presented separately in accordance with U.S. Securities and Exchange Commission guidance to give shareholders the opportunity to present their separate views on important corporate governance proposals: A proposal to eliminate the ability of New Tevogen stockholders to act by written consent in lieu of a meeting.CORPORATE GOVERNANCEISSUER1017.0000000.000000FOR1017.000000FORS000005160SEMPER PARATUS ACQUISITION CORPKYG8028L107701/31/2024Advisory Charter Proposals - To consider and vote, on a non-binding advisory basis, upon the following nine (9) separate resolutions to approve material differences between the Proposed Charter and the Existing Governing Documents, which are being presented separately in accordance with U.S. Securities and Exchange Commission guidance to give shareholders the opportunity to present their separate views on important corporate governance proposals: A proposal to provide that the Proposed By-laws may be amended, altered repealed or adopted either (x) by the affirmative vole of a majority of the New Tevogen Board then in office or (y) by the approval of at least a majority of the voting power of all of the then-outstanding shares of voting stock of New Tevogen.CORPORATE GOVERNANCEISSUER1017.0000000.000000FOR1017.000000FORS000005160SEMPER PARATUS ACQUISITION CORPKYG8028L107701/31/2024Advisory Charter Proposals - To consider and vote, on a non-binding advisory basis, upon the following nine (9) separate resolutions to approve material differences between the Proposed Charter and the Existing Governing Documents, which are being presented separately in accordance with U.S. Securities and Exchange Commission guidance to give shareholders the opportunity to present their separate views on important corporate governance proposals: A proposal to provide that the Proposed Charter may be amended, altered, repealed or adopted by the approval of at least two-thirds of the voting power of all of the then-outstanding shares of voting stock of New Tevogen for amendments for certain provisions of the Proposed Charter relating to: (i) classification and election of the New Tevogen Board, removal of directors from office, and filling vacancies on the New Tevogen Board, (ii) exculpation of personal liability of a director of New Tevogen and indemnification of persons serving as directors or officers of New Tevogen and (iii) amendments to the Proposed Bylaws.CORPORATE GOVERNANCEISSUER1017.0000000.000000FOR1017.000000FORS000005160SEMPER PARATUS ACQUISITION CORPKYG8028L107701/31/2024Advisory Charter Proposals - To consider and vote, on a non-binding advisory basis, upon the following nine (9) separate resolutions to approve material differences between the Proposed Charter and the Existing Governing Documents, which are being presented separately in accordance with U.S. Securities and Exchange Commission guidance to give shareholders the opportunity to present their separate views on important corporate governance proposals: A proposal to provide that, unless New Tevogen otherwise consents in writing the Court of Chancery for the State of Delaware (or, in the event that the Court of Chancery does not have jurisdiction, the federal district court for the District of Delaware or other state courts of the State of Delaware) will be the sole and exclusive forum for certain stockholder actions and the federal district courts of the United States shall be the exclusive forum for claims arising out of the Securities Act of 1933, as amended, provided that the exclusive forum provision in the Proposed Charter does not apply to claims arising out of the Securities Exchange Act of 1934, as amended, for which the federal district courts of the United States are the exclusive forum.SHAREHOLDER RIGHTS AND DEFENSESCORPORATE GOVERNANCEISSUER1017.0000000.000000FOR1017.000000FORS000005160SEMPER PARATUS ACQUISITION CORPKYG8028L107701/31/2024Advisory Charter Proposals - To consider and vote, on a non-binding advisory basis, upon the following nine (9) separate resolutions to approve material differences between the Proposed Charter and the Existing Governing Documents, which are being presented separately in accordance with U.S. Securities and Exchange Commission guidance to give shareholders the opportunity to present their separate views on important corporate governance proposals: A proposal to eliminate certain provisions related to Semper Paratus' status as a blank check company, including to remove the requirement to dissolve New Tevogen and allow it to continue as a corporate entity with perpetual existence following consummation of the Business Combination.CORPORATE GOVERNANCEISSUER1017.0000000.000000FOR1017.000000FORS000005160SEMPER PARATUS ACQUISITION CORPKYG8028L107701/31/2024Nasdaq Proposal - To consider and vote upon a proposal to approve, as an ordinary resolution under the Cayman Islands Companies Act, for the purposes of complying with the applicable provisions of Nasdaq Rule 5635, the issuance of shares of New Tevogen Common Stock in connection with the Business Combination.CAPITAL STRUCTUREISSUER1017.0000000.000000FOR1017.000000FORS000005160SEMPER PARATUS ACQUISITION CORPKYG8028L107701/31/2024Omnibus Incentive Plan Proposal - To consider and vote upon a proposal to approve, as an ordinary resolution under the Cayman Islands Companies Act, the Tevogen Bio Holdings Inc. 2024 Omnibus Incentive Plan, a copy of which is attached to the accompanying proxy statement/prospectus as Annex F.COMPENSATIONISSUER1017.0000000.000000FOR1017.000000FORS000005160SEMPER PARATUS ACQUISITION CORPKYG8028L107701/31/2024Election of Directors Proposal - To consider and vote upon a proposal to approve, as an ordinary resolution under the Cayman Islands Companies Act, the election of seven (7) director nominees identified below to serve on the New Tevogen Board, effective as of the consummation of the Business Combination until their respective successors are duly elected and qualified: Dr. Curtis Patton - Class IDIRECTOR ELECTIONSISSUER1017.0000000.000000FOR1017.000000FORS000005160SEMPER PARATUS ACQUISITION CORPKYG8028L107701/31/2024Election of Directors Proposal - To consider and vote upon a proposal to approve, as an ordinary resolution under the Cayman Islands Companies Act, the election of seven (7) director nominees identified below to serve on the New Tevogen Board, effective as of the consummation of the Business Combination until their respective successors are duly elected and qualified: Jeffrey Feike - Class IDIRECTOR ELECTIONSISSUER1017.0000000.000000FOR1017.000000FORS000005160SEMPER PARATUS ACQUISITION CORPKYG8028L107701/31/2024Election of Directors Proposal - To consider and vote upon a proposal to approve, as an ordinary resolution under the Cayman Islands Companies Act, the election of seven (7) director nominees identified below to serve on the New Tevogen Board, effective as of the consummation of the Business Combination until their respective successors are duly elected and qualified: Surendra Ajjarapu - Class IIDIRECTOR ELECTIONSISSUER1017.0000000.000000FOR1017.000000FORS000005160SEMPER PARATUS ACQUISITION CORPKYG8028L107701/31/2024Election of Directors Proposal - To consider and vote upon a proposal to approve, as an ordinary resolution under the Cayman Islands Companies Act, the election of seven (7) director nominees identified below to serve on the New Tevogen Board, effective as of the consummation of the Business Combination until their respective successors are duly elected and qualified: Victor Sordillo - Class IIDIRECTOR ELECTIONSISSUER1017.0000000.000000FOR1017.000000FORS000005160SEMPER PARATUS ACQUISITION CORPKYG8028L107701/31/2024Election of Directors Proposal - To consider and vote upon a proposal to approve, as an ordinary resolution under the Cayman Islands Companies Act, the election of seven (7) director nominees identified below to serve on the New Tevogen Board, effective as of the consummation of the Business Combination until their respective successors are duly elected and qualified: Dr. Keow Lin Goh - Class IIDIRECTOR ELECTIONSISSUER1017.0000000.000000FOR1017.000000FORS000005160SEMPER PARATUS ACQUISITION CORPKYG8028L107701/31/2024Election of Directors Proposal - To consider and vote upon a proposal to approve, as an ordinary resolution under the Cayman Islands Companies Act, the election of seven (7) director nominees identified below to serve on the New Tevogen Board, effective as of the consummation of the Business Combination until their respective successors are duly elected and qualified: Dr. Ryan Saadi - Class IIIDIRECTOR ELECTIONSISSUER1017.0000000.000000FOR1017.000000FORS000005160SEMPER PARATUS ACQUISITION CORPKYG8028L107701/31/2024Election of Directors Proposal - To consider and vote upon a proposal to approve, as an ordinary resolution under the Cayman Islands Companies Act, the election of seven (7) director nominees identified below to serve on the New Tevogen Board, effective as of the consummation of the Business Combination until their respective successors are duly elected and qualified: Susan Podlogar - Class IIIDIRECTOR ELECTIONSISSUER1017.0000000.000000FOR1017.000000FORS000005160SEMPER PARATUS ACQUISITION CORPKYG8028L107701/31/2024Adjournment Proposal - To consider and vote upon a proposal to approve, as an ordinary resolution under the Cayman Islands Companies Act, the adjournment of the extraordinary general meeting to a later date or dates (A) to the extent necessary or convenient to ensure that any required supplement or amendment to the proxy statement/prospectus is provided to Semper Paratus shareholders or, if as of the time for which the extraordinary general meeting is scheduled, there are insufficient Semper Parabus ordinary shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the extraordinary general meeting or (B) in order to solicit additional proxies from Semper Paratus shareholders in favor of one or more of the proposals at the extraordinary general meeting.CORPORATE GOVERNANCEISSUER1017.0000000.000000FOR1017.000000FORS000005160ARROWROOT ACQUISITION CORP.04282M102US04282M102702/02/2024The Extension Proposal - To amend the Company's Amended and Restated Certificate of Incorporation, as amended (the "Charter"), pursuant to an amendment to the Charter in the form set forth in Annex A of the accompanying proxy statement, to allow the Company, without another stockholder vote, to elect to extend the date ("Termination Date") by which it must either (a) consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination, with one or more businesses, which we refer to as our "initial business combination", or (b) (i) cease all operations except for the purpose of winding up if the Company fails to complete such initial business combination and (ii) redeem all of the shares of Class A common stock, par value $0.0001 per share, of the Company ("Class A common stock", and together with the shares of Class B common stock, par value $0.0001 per share, of the Company, the "Class B common stock", the "Company Common Stock"), included as part of the units, each consisting of one share of Class A common stock and one-half of one redeemable warrant, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50, subject to adjustment (the "units", such shares of Class A common stock, "public shares", and such warrants, "public warrants"), sold in the Company's initial public offering that was consummated on March 4, 2021 (the "IPO"), from February 4, 2024 ("Original Termination Date") to March 6, 2024 and to allow the Company, without another stockholder vote, to elect to extend the Termination Date to consummate an initial business combination on a monthly basis for up to five times by an additional one month each time after March 6, 2024, by resolution of the Board if requested by Arrowroot Acquisition LLC (the "Sponsor"), and upon five days' advance notice prior to the applicable Termination Date, until August 6, 2024 (each, a "Charter Extension Date"), unless the closing of an initial business combination shall have occurred prior thereto (the "Extension", such extension deadline, the "Extended Date", and such proposal, the "Extension Proposal"); andCORPORATE GOVERNANCEISSUER4718.0000000.000000FOR4718.000000FORS000005160ARROWROOT ACQUISITION CORP.04282M102US04282M102702/02/2024The Adjournment Proposal - To approve the adjournment of the Special 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 Proposal (the "Adjournment Proposal"), which will only be presented at the Special Meeting if, based on the tabulated votes, there are not sufficient votes at the time of the Special Meeting to approve the Extension Proposal, in which case the Adjournment Proposal will be the only proposal presented at the Special Meeting.CORPORATE GOVERNANCEISSUER4718.0000000.000000FOR4718.000000FORS000005160CHENGHE ACQUISITION CO.KYG2086M107802/02/2024Proposal No. 1 - The Business Combination. Proposal - to consider and vote upon, as an ordinary resolution, a proposal to approve and adopt the business combination agreement dated as of July 21, 2023 (as it may be amended, supplemented or otherwise modified from time to time, the ''Business Combination Agreement''), by and among Chenghe, Semilux International Ltd., a Cayman Islands exempted company with limited liability (''CayCo''), SEMILUX LTD., a Cayman Islands exempted company with limited liability and a direct wholly owned subsidiary of CayCo (''Merger Sub''), and Taiwan Color Optics, Inc. (''TCO'' and together with CayCo and Merger Sub, the ''TCO Parties''), a company incorporated and in existence under the laws of Taiwan with uniform commercial number of 25052644, and approve the transactions contemplated thereby, pursuant to which, among other things, Merger Sub shall be merged with and into Chenghe with Chenghe being the surviving company and as a direct wholly owned subsidiary of CayCo (the ''Merger''), and Chenghe will change its name to ''SEMILUX LTD.'' (the "Business Combination"). The Business Combination and other transactions contemplated by the Business Combination Agreement are referred to as the ''Transactions.'' A copy of the Business Combination Agreement is attached as Annex to the accompanying Registration Statement/Proxy Statement and a copy of the Plan of Merger is attached as Annex A-1 to the accompanying Registration Statement/Proxy Statement;EXTRAORDINARY TRANSACTIONSISSUER2977.0000000.000000FOR2977.000000FORS000005160CHENGHE ACQUISITION CO.KYG2086M107802/02/2024Proposal No. 2 - The Merger Proposal - to consider and vote upon, as a special resolution, a proposal to approve and adopt the plan of merger to be filed with the Registrar of Companies of the Cayman Islands (the ''Plan of Merger'') and approve the transactions contemplated thereby, including, without limitation the Merger. A copy of the Plan of Merger is attached as Annex A-1 to the accompanying Registration Statement/ Proxy Statement;EXTRAORDINARY TRANSACTIONSISSUER2977.0000000.000000FOR2977.000000FORS000005160CHENGHE ACQUISITION CO.KYG2086M107802/02/2024Proposal No. 3 - The Authorized Share Capital Amendment Proposal - to consider and vote upon, as an ordinary resolution, a proposal to approve, with effect from the effective time of the Merger, the reclassification and re-designation of (a) 500,000,000 issued and unissued Class A ordinary shares of a par value of $0.0001 each to 500,000,000 issued and unissued ordinary shares of a par value of $0.0001 each; (b) 50,000,000 issued and unissued Class B ordinary shares of a par value of $0.0001 each to 50,000,000 issued and unissued ordinary shares of a par value of $0.0001 each; and (c) 5,000,000 authorized but unissued preference shares of a par value of $0.0001 each to 5,000,000 authorized but unissued ordinary shares of a par value of $0.0001 each (the ''Re-designation'') so that following such Re-designation, the authorized share capital of Chenghe shall be $55,500 divided into 555,000,000 ordinary shares of a par value of $0.0001 each, and immediately after the Re-designation, the authorized share capital of Chenghe be amended from $55,500 divided into 555,000,000 ordinary shares of a par value of $0.0001 each to $50,000 divided into 500,000,000 ordinary shares of a par value of $0.0001 each by the cancellation of 55,000,000 authorized but unissued ordinary shares of a par value of $0.0001 each;CAPITAL STRUCTUREISSUER2977.0000000.000000FOR2977.000000FORS000005160CHENGHE ACQUISITION CO.KYG2086M107802/02/2024Proposal No. 4 - The Articles Amendment Proposals - to consider and vote upon, as special resolutions, two separate proposals to approve, with effect from the effective time of the Merger: (a) the change of name of Chenghe from ''Chenghe Acquisition Co.'' to ''SEMILUX LTD.''; andCORPORATE GOVERNANCEISSUER2977.0000000.000000FOR2977.000000FORS000005160CHENGHE ACQUISITION CO.KYG2086M107802/02/2024Proposal No. 4 - The Articles Amendment Proposals - to consider and vote upon, as special resolutions, two separate proposals to approve, with effect from the effective time of the Merger: b) the amended and restated memorandum and articles of association of SPAC currently in effect be amended and restated by the deletion in their entirety and the substitution in their place of the proposed second amended and restated memorandum and articles of association of Chenghe (the ''Restated M&A''). A copy of the Restated M&A is attached as Annex H to the accompanying Registration Statement/Proxy Statement; andCORPORATE GOVERNANCEISSUER2977.0000000.000000FOR2977.000000FORS000005160CHENGHE ACQUISITION CO.KYG2086M107802/02/2024Proposal No. 5 - The Adjournment Proposal - to consider and vote upon, as an ordinary resolution, a proposal to adjourn the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, there are not sufficient votes to approve one or more proposals presented to the shareholders for vote.CORPORATE GOVERNANCEISSUER2977.0000000.000000FOR2977.000000FORS000005160L CATTERTON ASIA ACQUISITION CORPKYG5346G125702/02/2024Proposal No. 1 - The NTA Proposal - to consider and vote upon, as a special resolution, a proposal (the ''NTA Proposal'') to approve and adopt the amendment to the second amended and restated memorandum and articles of association of LCAA (the ''LCAA Articles''), which amendment (the ''NTA Amendment'') shall become effective immediately prior to the consummation of the proposed Business Combination (as defined below), to remove from the LCAA Articles the prohibition on redemptions of the Class A ordinary shares of LCAA, par value $0.0001 per share (the ''LCAA Public Shares'') in an amount that would cause LCAA's net tangible assets (''NTA'') to be less than $5,000,001 in connection with any vote held to approve a proposed business combination. The NTA Proposal is conditioned upon the approval of the Business Combination Proposal. Therefore, if the Business Combination Proposal is not approved, then the NTA Proposal will have no effect, even if approved by LCAA shareholders;CAPITAL STRUCTUREISSUER10726.0000000.000000FOR10726.000000FORS000005160L CATTERTON ASIA ACQUISITION CORPKYG5346G125702/02/2024Proposal No. 2 - The Business Combination Proposal - to consider and vote upon, as an ordinary resolution, a proposal (the ''Business Combination Proposal'') to approve and authorize the Agreement and Plan of Merger, dated as of January 31, 2023 (as amended and restated by the First Amended and Restated Agreement and Plan of Merger, dated as of October 11, 2023, the ''Merger Agreement''), by and among LCAA, Lotus Technology Inc., an exempted company limited by shares incorporated under the laws of the Cayman Islands (''LTC''), Lotus Temp Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of LTC (''Merger Sub 1''), and Lotus EV Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of LTC (''Merger Sub 2''), and the transactions contemplated therein, including the business combination whereby Merger Sub 1 will merge with and into LCAA (the ''First Merger''), with LCAA surviving the First Merger as a wholly-owned subsidiary of LTC (such company, as the surviving entity of the First Merger, ''Surviving Entity 1''), and immediately following the consummation of the First Merger, Surviving Entity 1 will merge with and into Merger Sub 2 (the ''Second Merger,'' and together with the First Merger, collectively, the ''Mergers''), with Merger Sub 2 surviving the Second Merger as a wholly-owned subsidiary of LTC (the transactions contemplated by the Merger Agreement, including the Mergers, collectively, the ''Business Combination'');EXTRAORDINARY TRANSACTIONSISSUER10726.0000000.000000FOR10726.000000FORS000005160L CATTERTON ASIA ACQUISITION CORPKYG5346G125702/02/2024Proposal No. 3 - The Merger Proposal - to consider and vote upon, as a special resolution, a proposal to approve and authorize the First Merger and the plan of merger for the First Merger; andEXTRAORDINARY TRANSACTIONSISSUER10726.0000000.000000FOR10726.000000FORS000005160L CATTERTON ASIA ACQUISITION CORPKYG5346G125702/02/2024Proposal No. 4 - The Adjournment Proposal - to consider and vote upon, as an ordinary resolution, a proposal to adjourn the extraordinary general meeting to a later date or dates to be determined by the chairman of the extraordinary general meeting, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the extraordinary general meeting, there are not sufficient votes to approve one or more proposals presented to shareholders for a vote or if holders of LCAA Public Shares, have elected to redeem an amount of LCAA Public Shares such that the minimum available cash condition or the net tangible assets condition contained in the Merger Agreement would not be satisfied.CORPORATE GOVERNANCEISSUER10726.0000000.000000FOR10726.000000FORS000005160OXUS ACQUISITION CORP.KYG6859L105902/02/2024The Business Combination Proposal: To consider and vote upon a proposal (the ''Business Combination Proposal'') to approve and adopt, by special resolution, the Business Combination Agreement, dated as of February 23, 2023 (as may be amended, the ''Business Combination Agreement''), by and among Oxus, 1000397116 Ontario Inc., an Ontario corporation and a wholly owned subsidiary of Oxus (''Newco''), and Borealis Foods Inc., a corporation incorporated under the laws of Canada (''Borealis''), the arrangement (the ''Arrangement'') under section 192 of the Canada Business Corporations Act (the ''CBCA'') and section 182 of the Business Corporations Act (Ontario) (the ''OBCA'') and the plan of arrangement (as may be amended, the ''Plan of Arrangement''), the full text of which is attached to the proxy statement/prospectus and accompanying notice as Annex C, pursuant to which, among other things: (a) Oxus will domesticate and continue (the ''Continuance'' and, Oxus as the continuing entity, ''New Oxus'') as a corporation under the OBCA; (b) on the date of closing (the ''Closing Date''), Newco and Borealis will amalgamate in accordance with the terms of the Plan of Arrangement (the ''Borealis Amalgamation'' and Newco and Borealis as amalgamated, ''Amalco''), with Amalco surviving the Borealis Amalgamation as a wholly-owned subsidiary of New Oxus; and (c) on the Closing Date, immediately following the Borealis Amalgamation, Amalco and New Oxus will amalgamate in accordance with the terms of the Plan of Arrangement (the ''New Oxus Amalgamation,'' and together with the Borealis Amalgamation, the ''Amalgamations,'' and Amalco and New Oxus as amalgamated, ''New Borealis''), with New Borealis surviving the New Oxus Amalgamation as a corporation existing under the laws of the Province of Ontario, Canada (the Amalgamations, and together with the Continuance and other transactions contemplated by the Business Combination Agreement, the Plan of Arrangement and the ancillary agreements, the ''Business Combination'' or the ''Transactions'').EXTRAORDINARY TRANSACTIONSISSUER1888.0000000.000000FOR1888.000000FORS000005160OXUS ACQUISITION CORP.KYG6859L105902/02/2024The Continuance Proposal: To consider and vote upon a proposal (the ''Continuance Proposal'') to approve, by special resolution, the Continuance, and in connection therewith, the adoption of the articles and by-laws of New Oxus in substantially the form attached to the proxy statement/prospectus as Annex I (the ''Continuance Governing Documents'') for purposes of the articles and by-laws of New Oxus following the completion of the Continuance.EXTRAORDINARY TRANSACTIONSCORPORATE GOVERNANCEISSUER1888.0000000.000000FOR1888.000000FORS000005160OXUS ACQUISITION CORP.KYG6859L105902/02/2024The Governing Documents Proposals: To consider and vote upon a proposal (the ''Governing Documents Proposals'') to approve, by special resolution, and adopt the articles and by-laws of New Borealis in substantially the form attached to the proxy statement/prospectus as Annex J (the ''New Borealis Governing Documents'') for purposes of the articles and by-laws of New Borealis following the completion of the Amalgamations. In addition to voting on the adoption of the New Borealis Governing Documents in their entirety, Governing Documents Proposals are separated into sub-proposals submitted to Oxus Shareholders to vote upon those material aspects of the New Borealis Governing Documents that do not appear in, or are different from the Articles, as described in the following paragraphs (a) through (e). The proposed New Borealis Governing Documents would, among other things: (a) establish the authorized capital of New Borealis to consist of: (i) an unlimited number of Common Shares; and (ii) a limited number of First Preferred Shares, issuable in series, limited in number to an amount equal to not more than 20% of the number of issued and outstanding Common Shares at the time of issuance of any First Preferred Shares; (b) declassify the board of directors with the result being that each director will be elected annually for a term of one year; (c) reduce the requisite quorum for a meeting of shareholders from a majority of votes to 33-1/3% of the New Borealis Common Shares entitled to vote at such meeting; (d) include an advance notice provision that requires a nominating shareholder to provide notice to New Borealis within a stipulated time period in advance of a meeting of shareholders should such nominating shareholder wish to nominate a person for election to the board of directors; and (e) not include provisions relating to the Class B Shares, our initial public offering, Oxus Capital Pte. Ltd., the Business Combination and other related matters.CORPORATE GOVERNANCEISSUER1888.0000000.000000FOR1888.000000FORS000005160OXUS ACQUISITION CORP.KYG6859L105902/02/2024The Share Issuance Proposal: To consider and vote upon a proposal to approve, by ordinary resolution, for purposes of complying with the applicable listing rules of the Nasdaq Capital Market (the ''Nasdaq''), the issuance of more than 20% of the current total issued and outstanding Oxus Shares in connection with the transactions contemplated by the Business Combination Agreement (the ''Share Issuance Proposal'').CAPITAL STRUCTUREISSUER1888.0000000.000000FOR1888.000000FORS000005160OXUS ACQUISITION CORP.KYG6859L105902/02/2024The Incentive Plan Proposal: To consider and vote upon a proposal to approve, by ordinary resolution, and adopt an equity incentive plan of New Borealis in substantially the form attached to the proxy statement/prospectus as Annex K (the ''Incentive Plan'' and such proposal, the ''Incentive Plan Proposal''); andCOMPENSATIONISSUER1888.0000000.000000FOR1888.000000FORS000005160OXUS ACQUISITION CORP.KYG6859L105902/02/2024The Adjournment Proposal: To consider and vote upon a proposal to adjourn the Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Meeting, there are not sufficient votes to approve one or more proposals presented to shareholders for vote (the ''Adjournment Proposal'').CORPORATE GOVERNANCEISSUER1888.0000000.000000FOR1888.000000FORS000005160ARISZ ACQUISITION CORP.040450108US040450108402/05/2024PROPOSAL 1. CHARTER AMENDMENT - APPROVAL OF AN AMENDMENT TO THE COMPANY'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO EXTEND THE DATE BY WHICH THE COMPANY MUST CONSUMMATE A BUSINESS COMBINATION FROM FEBRUARY 22, 2024, TO NOVEMBER 22, 2024, OR SUCH EARLIER DATE AS DETERMINED BY THE BOARD OF DIRECTORS, PROVIDED THAT, PURSUANT TO THE TERMS HEREOF AND THE CORPORATION'S AMENDED TRUST AGREEMENT, THE CORPORATION DEPOSITS INTO THE TRUST ACCOUNT THE AMOUNT OF $120,000 FOR EACH MONTH EXTENDED, IN THE CORPORATION'S SOLE DISCRETION WHETHER TO EXERCISE ONE OR MORE EXTENSIONS,, WHICH WE REFER TO AS THE "CHARTER AMENDMENT PROPOSAL".CORPORATE GOVERNANCEISSUER4036.0000000.000000FOR4036.000000FORS000005160ARISZ ACQUISITION CORP.040450108US040450108402/05/2024PROPOSAL 2. TRUST AMENDMENT - APPROVAL OF AN AMENDMENT TO THE COMPANY'S INVESTMENT MANAGEMENT TRUST AGREEMENT, DATED AS OF NOVEMBER 17, 2021 (AS AMENDED ON MAY 12, 2023, THE "TRUST AGREEMENT"), BY AND BETWEEN THE COMPANY AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY TO PROVIDE THAT THE TIME FOR THE COMPANY TO COMPLETE ITS INITIAL BUSINESS COMBINATION (THE 'BUSINESS COMBINATION PERIOD") UNDER THE TRUST AGREEMENT SHALL BE EXTENDED FROM FEBRUARY 22, 2024 TO NOVEMBER 22, 2024, OR SUCH EARLIER DATE AS DETERMINED BY THE BOARD OF DIRECTORS AND TO THE EXTENT THE COMPANY'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION IS AMENDED TO EXTEND THE BUSINESS COMBINATION PERIOD PROVIDED THAT THE COMPANY DEPOSITS INTO THE TRUST ACCOUNT $120,000 FOR EACH EXTENSION.CORPORATE GOVERNANCEISSUER4036.0000000.000000FOR4036.000000FORS000005160ARISZ ACQUISITION CORP.040450108US040450108402/05/2024PROPOSAL 3. ELECTION OF DIRECTORS: Romain GuerelDIRECTOR ELECTIONSISSUER4036.0000000.000000FOR4036.000000FORS000005160ARISZ ACQUISITION CORP.040450108US040450108402/05/2024PROPOSAL 4. Approve the appointment of Marcum LLP, as the Company's independent auditors, for the fiscal year ending September 30, 2024.AUDIT-RELATEDISSUER4036.0000000.000000FOR4036.000000FORS000005160ARISZ ACQUISITION CORP.040450108US040450108402/05/2024PROPOSAL 5. ADJOURNMENT - APPROVAL TO DIRECT THE CHAIRMAN OF THE ANNUAL MEETING TO ADJOURN THE ANNUAL MEETING TO A LATER DATE OR DATES, IF NECESSARY, TO PERMIT FURTHER SOLICITATION AND VOTE OF PROXIES IF, BASED UPON THE TABULATED VOTE AT THE TIME OF THE MEETING, THERE ARE NOT SUFFICIENT VOTES TO APPROVE THE PROPOSALS.CORPORATE GOVERNANCEISSUER4036.0000000.000000FOR4036.000000FORS000005160SIZZLE ACQUISITION CORP.83014E109US83014E109102/06/2024Extension Amendment Proposal Amend the Company's amended and restated certificate of incorporation to extend the date by which the Company has to consummate a Business Combination from February 8, 2024 to August 8, 2024 (or such earlier date as determined by the Board).CORPORATE GOVERNANCEISSUER5451.0000000.000000FOR5451.000000FORS000005160SIZZLE ACQUISITION CORP.83014E109US83014E109102/06/2024Adjournment Proposal Adjourn the 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 Proposal 1.CORPORATE GOVERNANCEISSUER5451.0000000.000000FOR5451.000000FORS000005160CHAIN BRIDGE IKYG2061X102502/07/2024Proposal No. 1 - Amendment Proposal - to consider and vote upon a proposal by special resolution to amend (the "Amendment Proposal") to (1) extend from February 15, 2024 (the "Existing Termination Date") to November 15, 2024 (the "Extended Termination Date"), the date (the "Termination Date") by which, if the Company has not consummated a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company, with one or more businesses or entities (a "Business Combination"), the Company must (a) cease all operations except for the purpose of winding up; (b) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Class A ordinary shares sold in the Company's initial public offering (the "Public Shares"); and (c) as promptly as reasonably possible following such redemption, subject to the approval of the Company's remaining shareholders and the directors, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law, (2) provide for the right of the holders of our Class B Ordinary Shares, par value $0.0001 per share (the "Class B Shares"), to convert such shares into shares of our Class A Ordinary Shares, par value $0.0001 per share (the "Class A Shares"), on a one-to-one basis at the election of such holders. Class A Shares issued upon conversion of Class B Shares will not be entitled to receive funds from the Trust Account through redemptions or otherwise and (3) to remove a statement that there are no limits on the number of Ordinary Shares which may be issued by the Company and to clarify that the Company may issue and that certificates may, but are not required, to be issued to evidence ownership of Ordinary Shares.CORPORATE GOVERNANCEISSUER1954.0000000.000000FOR1954.000000FORS000005160CHAIN BRIDGE IKYG2061X102502/07/2024Proposal No. 2 - The Adjournment Proposal - to consider and vote upon a proposal (the "Adjournment Proposal") by ordinary resolution to approve the adjournment of the Special 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, only to be presented at the General Meeting if there are not sufficient votes to approve the Amendment Proposal.CORPORATE GOVERNANCEISSUER1954.0000000.000000FOR1954.000000FORS000005160EURONAV NVBE000381633802/07/2024Approval Of The Envisaged Purchase Of 100% Of The Shares Of Cmb.tech Nv In Accordance With Article 7:152 Of The Belgian Code On Companies And AssociationsEXTRAORDINARY TRANSACTIONSISSUER4398.0000000.000000FOR11238.000000FORS000005160EURONAV NVBE000381633802/07/2024Acknowledgement Of Voluntary Resignation Of Mrs. Grace Reksten Skaugen, Mr. Ole Henrik Bj Rge, Mr. Cato H. Stonex, Mr. John Fredriksen And Mr. Patrick De Brabandere As Members Of The Supervisory BoardDIRECTOR ELECTIONSAUDIT-RELATEDCORPORATE GOVERNANCEISSUER4398.0000000.000000FOR11238.000000FORS000005160EURONAV NVBE000381633802/07/2024Confirmation Of Cooptation Of Mr. Patrick Molis As Independent Member Of The Supervisory BoardDIRECTOR ELECTIONSISSUER4398.0000000.000000FOR11238.000000FORS000005160EURONAV NVBE000381633802/07/2024Confirmation Of Cooptation Of Mrs. Catharina Scheers As Independent Member Of The Supervisory BoardDIRECTOR ELECTIONSISSUER4398.0000000.000000FOR11238.000000FORS000005160EURONAV NVBE000381633802/07/2024Confirmation Of Cooptation Of Mr. Bjarte B E As Member Of The Supervisory BoardDIRECTOR ELECTIONSISSUER4398.0000000.000000FOR11238.000000FORS000005160EURONAV NVBE000381633802/07/2024Confirmation Of Cooptation Of Debemar Bv, Permanently Represented By Mr. Patrick De Brabandere, As Member Of The Supervisory BoardDIRECTOR ELECTIONSISSUER4398.0000000.000000FOR11238.000000FORS000005160EURONAV NVBE000381633802/07/2024Interim Discharge To The Members Of The Supervisory Board: Mrs. Grace Reksten SkaugenCORPORATE GOVERNANCEISSUER4398.0000000.000000FOR11238.000000FORS000005160EURONAV NVBE000381633802/07/2024Interim Discharge To The Members Of The Supervisory Board: Mr. Ole Henrik Bj RgeCORPORATE GOVERNANCEISSUER4398.0000000.000000FOR11238.000000FORS000005160EURONAV NVBE000381633802/07/2024Interim Discharge To The Members Of The Supervisory Board: Mr. Cato H. StonexCORPORATE GOVERNANCEISSUER4398.0000000.000000FOR11238.000000FORS000005160EURONAV NVBE000381633802/07/2024Interim Discharge To The Members Of The Supervisory Board: Mr. John F. FredriksenCORPORATE GOVERNANCEISSUER4398.0000000.000000FOR11238.000000FORS000005160EURONAV NVBE000381633802/07/2024Interim Discharge To The Members Of The Supervisory Board: Mr. Patrick De BrabandereCORPORATE GOVERNANCEISSUER4398.0000000.000000FOR11238.000000FORS000005160EURONAV NVBE000381633802/07/2024Approvals Of Change Of Control Clauses In Credit Agreements In Accordance With Article 7:151 Of The Belgian Code On Companies And AssociationsSHAREHOLDER RIGHTS AND DEFENSESCAPITAL STRUCTUREISSUER4398.0000000.000000FOR11238.000000FORS000005160EURONAV NVBE000381633802/07/2024Proxy Crossroad Bank For Enterprises, Counters For Enterprises, Registers Of The Enterprise Court, Administrative Agencies And Fiscal AdministrationsCORPORATE GOVERNANCEISSUER4398.0000000.000000FOR11238.000000FORS000005160PIONEER NATURAL RESOURCES COMPANY723787107US723787107102/07/2024The Merger Agreement Proposal: To adopt the Agreement and Plan of Merger, dated October 10, 2023, among Exxon Mobil Corporation, SPQR, LLC and Pioneer Natural Resources Company.EXTRAORDINARY TRANSACTIONSISSUER534.0000000.000000FOR534.000000FORS000005160PIONEER NATURAL RESOURCES COMPANY723787107US723787107102/07/2024The Advisory Compensation Proposal: To approve, on an advisory basis, the compensation that may be paid or become payable to Pioneer's named executive officers that is based on or otherwise related to the merger.SECTION 14A SAY-ON-PAY VOTESISSUER534.0000000.000000FOR534.000000FORS000005160PIONEER NATURAL RESOURCES COMPANY723787107US723787107102/07/2024The Advisory Compensation Proposal: To approve, on an advisory basis, the compensation that may be paid or become payable to Pioneer's named executive officers that is based on or otherwise related to the merger.SECTION 14A SAY-ON-PAY VOTESISSUER534.0000000.000000FOR534.000000FOR1S000005160CHURCHILL CAPITAL CORP VII17144M102US17144M102702/08/2024To amend Churchill's Amended and Restated Certificate of Incorporation, as amended by that certain Amendment to the Amended and Restated Certificate of Incorporation dated as of May 16, 2023 (the "Certificate of Incorporation"), which we refer to as the "Extension Amendment" and such proposal the "Extension Amendment Proposal", to extend the date by which Churchill must consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to as an "initial business combination", from February 17, 2024, or the "Termination Date", to August 17, 2024 (or such earlier date as determined by the Board), substantially in the form set forth in Annex A, which we refer to as the "Extension", and such later date, the "Extended Date".CORPORATE GOVERNANCEISSUER40995.0000000.000000FOR40995.000000FORS000005160CHURCHILL CAPITAL CORP VII17144M102US17144M102702/08/2024To amend the Certificate of Incorporation to provide for the right of holders of Class B common stock of Churchill, par value $0.0001 per share ("Class B Common Stock" or "Founder Shares") to convert some or all of his, her or its shares of Class B Common Stock into shares of Class A Common Stock of Churchill, par value $0.0001 per share ("Class A Common Stock" and any such shares of Class A Common Stock issued in Churchill's initial public offering, "Public Shares" and together with the Class A Common Stock, the "Common Stock") on a one-to-one basis at any time and from time to time at the election of the holder, substantially in the form set forth in Annex A, which we refer to as "Founder Share Amendment" and such proposal the "Founder Share Amendment Proposal".CAPITAL STRUCTURECORPORATE GOVERNANCEISSUER40995.0000000.000000FOR40995.000000FORS000005160CHURCHILL CAPITAL CORP VII17144M102US17144M102702/08/2024To adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, at the time of the Special Meeting, there are not sufficient votes to approve the Extension Amendment Proposal, the Founder Share Amendment Proposal, or if Churchill determines that additional time is necessary to effectuate the Extension or the Founder Share Amendment, which we refer to as the "Adjournment Proposal".CORPORATE GOVERNANCEISSUER40995.0000000.000000FOR40995.000000FORS000005160CROWN PROPTECH ACQUISITIONSKYG25741102802/09/2024The Extension Proposal - as a special resolution, that the Third Amended and Restated Memorandum and Articles of Association of Crown PropTech Acquisitions, in the form attached to the proxy statement as Annex A, be adopted immediately by the deletion in their entirety of the Second Amended and Restated Memorandum and Articles of Association of Crown PropTech Acquisitions and the substitution in their place of the Third Amended and Restated Memorandum and Articles of Association.CORPORATE GOVERNANCEISSUER1616.0000000.000000FOR1616.000000FORS000005160CROWN PROPTECH ACQUISITIONSKYG25741102802/09/2024The Adjournment Proposal - as an ordinary resolution, that the adjournment of the extraordinary general meeting to a time and place to be confirmed by the chairman of the extraordinary general meeting be ratified, approved and confirmed in all respects.CORPORATE GOVERNANCEISSUER1616.0000000.000000FOR1616.000000FORS000005160SP PLUS CORPORATION78469C103US78469C103602/09/2024To adopt the Agreement and Plan of Merger, dated October 4, 2023 (as it may be amended from time to time, the ''Merger Agreement''), by and among SP Plus Corporation (''SP+''), Metropolis Technologies, Inc. (''Parent''), and Schwinger Merger Sub Inc., a direct, wholly owned subsidiary of Parent (''Merger Sub''), pursuant to which Merger Sub will merge with and into SP+ (the ''Merger''), with SP+ surviving the Merger as a wholly owned subsidiary of Parent.EXTRAORDINARY TRANSACTIONSISSUER2752.0000000.000000FOR2752.000000FORS000005160SP PLUS CORPORATION78469C103US78469C103602/09/2024To approve the adjournment of the Special Meeting of Stockholders, if necessary or appropriate, to permit solicitation of additional proxies if there are not sufficient votes to adopt the Merger Agreement at the time of the Special Meeting of Stockholders.CORPORATE GOVERNANCEISSUER2752.0000000.000000FOR2752.000000FORS000005160SP PLUS CORPORATION78469C103US78469C103602/09/2024To approve, on a non-binding, advisory basis, the compensation that will or may become payable by SP+ to its named executive officers in connection with the merger of Merger Sub with and into SP+ pursuant to the Merger Agreement.SECTION 14A SAY-ON-PAY VOTESISSUER2752.0000000.000000FOR2752.000000FORS000005160SP PLUS CORPORATION78469C103US78469C103602/09/2024To approve, on a non-binding, advisory basis, the compensation that will or may become payable by SP+ to its named executive officers in connection with the merger of Merger Sub with and into SP+ pursuant to the Merger Agreement.SECTION 14A SAY-ON-PAY VOTESISSUER2752.0000000.000000FOR2752.000000FOR1S000005160INTEGRATED RAIL & RESOURCES ACQUI CORP45827R106US45827R106802/12/2024The "Extension Amendment Proposal" - Amend the Company's A&R certificate of incorporation to extend the date by which the Company must (1) effectuate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses, (2) cease its operations except for the purpose of winding up if it fails to complete such initial business combination, and (3) redeem 100% of the Company's Class A common stock, from February 15, 2024 to March 15, 2024, by depositing into the trust account $50,000 on or prior to February 15, 2024, and to allow the Company, without another stockholder vote to further extend such date up to eight (8) times by an additional one (1) month each time after March 15, 2024 or later extended deadline date, by resolution of the Company's board of directors, if requested by the sponsor until November 15, 2024 by depositing into the trust account $50,000 for each additional one-month extension.CORPORATE GOVERNANCEISSUER2946.0000000.000000FOR2946.000000FORS000005160INTEGRATED RAIL & RESOURCES ACQUI CORP45827R106US45827R106802/12/2024The "Director Proposal" - Re-elect one director to the Company's board of directors, with such director to serve as director of Class II until the third annual meeting of stockholders following the special meeting or until his successor is elected and qualified.: Brian FeldottDIRECTOR ELECTIONSISSUER2946.0000000.000000FOR2946.000000FORS000005160INTEGRATED RAIL & RESOURCES ACQUI CORP45827R106US45827R106802/12/2024The "Auditor Proposal" - Ratify the selection by our Audit Committee of Marcum LLP to serve as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024.AUDIT-RELATEDISSUER2946.0000000.000000FOR2946.000000FORS000005160INTEGRATED RAIL & RESOURCES ACQUI CORP45827R106US45827R106802/12/2024The "Adjournment Proposal" - Adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve one or more proposals presented to stockholders for vote.CORPORATE GOVERNANCEISSUER2946.0000000.000000FOR2946.000000FORS000005160ANDRETTI ACQUISITION CORP.KYG26735103202/13/2024The Domestication Proposal - To Approve The Change Of The Spac S Jurisdiction Of Incorporation From The Cayman Islands To The State Of Delaware.OTHERUndefinedISSUER1037.0000000.000000FOR1037.000000FORS000005160ANDRETTI ACQUISITION CORP.KYG26735103202/13/2024The Charter Proposal - To Approve The Amendment And Restatement Of The Existing Governing Documents By Their Deletion And Substitution With The Proposed Certificate Of Incorporation Of The Spac Following The Domestication And The Merger.OTHERUndefinedISSUER1037.0000000.000000FOR1037.000000FORS000005160ANDRETTI ACQUISITION CORP.KYG26735103202/13/20242A through 2E - The Unbundling Precatory Proposals - to approve certain governance provisions in the Proposed Certificate of Incorporation, which are being presented separately in accordance with SEC guidance to give stockholders the opportunity to present their separate views on important corporate governance provisions; A - to increase the authorized share capital to (i) 600,000,000 shares of New Company Common Stock and (ii) 10,000,000 shares of New Company Preferred Stock;CAPITAL STRUCTUREISSUER1037.0000000.000000FOR1037.000000FORS000005160ANDRETTI ACQUISITION CORP.KYG26735103202/13/20242A through 2E - The Unbundling Precatory Proposals - to approve certain governance provisions in the Proposed Certificate of Incorporation, which are being presented separately in accordance with SEC guidance to give stockholders the opportunity to present their separate views on important corporate governance provisions; B - to provide that the Proposed Certificate of Incorporation may be amended, altered or repealed by the affirmative vote of holders of not less than a majority of the voting power of all then outstanding shares of capital stock of the Surviving Company entitled to vote thereon, except that the affirmative vote of holders of not less than two-thirds of the voting power of all then outstanding shares of capital stock of the Surviving Company entitled to vote thereon and the affirmative vote of not less than two-thirds of the outstanding shares of each class of capital stock entitled to vote thereon as a class is required to amend or repeal certain provisions relating to the number, election and term of the Surviving Company Board, in addition to other provisions of the Proposed Certificate of Incorporation and the Proposed Bylaws. The remaining sections of the Proposed Bylaws may be amended by either (i) an affirmative vote of a majority of the Surviving Company Board or (ii) by the affirmative vote of holders of at least two-thirds of the outstanding shares of capital stock of the Surviving Company entitled to vote thereon; provided however, that recommendations by the Surviving Board to amend or repeal the Proposed Bylaws only require a majority of the then outstanding shares of New Company Stock;CORPORATE GOVERNANCEISSUER1037.0000000.000000FOR1037.000000FORS000005160ANDRETTI ACQUISITION CORP.KYG26735103202/13/20242A through 2E - The Unbundling Precatory Proposals - to approve certain governance provisions in the Proposed Certificate of Incorporation, which are being presented separately in accordance with SEC guidance to give stockholders the opportunity to present their separate views on important corporate governance provisions; C - to provide, among other provisions relating to director removal, that directors will be elected by a plurality of the votes cast in respect of the shares of New Company Common Stock and any vacancy on the Surviving Company Board or newly created directorships will be filled solely and exclusively by a majority vote of the remaining directors then in office;CORPORATE GOVERNANCEISSUER1037.0000000.000000FOR1037.000000FORS000005160ANDRETTI ACQUISITION CORP.KYG26735103202/13/20242A through 2E - The Unbundling Precatory Proposals - to approve certain governance provisions in the Proposed Certificate of Incorporation, which are being presented separately in accordance with SEC guidance to give stockholders the opportunity to present their separate views on important corporate governance provisions; D - to provide that the Delaware Court of Chancery will be the exclusive forum for any internal or intracorporate claim or any action asserting a claim governed by the internal affairs doctrine as defined by the DGCL. The federal district court for the District of Delaware will be the exclusive forum for suits brought for any action arising under the Securities Act. This exclusive forum provision will not apply to claims under the Exchange Act;SHAREHOLDER RIGHTS AND DEFENSESCORPORATE GOVERNANCEISSUER1037.0000000.000000FOR1037.000000FORS000005160ANDRETTI ACQUISITION CORP.KYG26735103202/13/20242A through 2E - The Unbundling Precatory Proposals - to approve certain governance provisions in the Proposed Certificate of Incorporation, which are being presented separately in accordance with SEC guidance to give stockholders the opportunity to present their separate views on important corporate governance provisions; E - to eliminate various provisions in the Existing Governing Documents applicable only to blank check companies;CORPORATE GOVERNANCEISSUER1037.0000000.000000FOR1037.000000FORS000005160ANDRETTI ACQUISITION CORP.KYG26735103202/13/2024The Merger Proposal - to approve the Business Combination Agreement, including the Merger and the transactions contemplated thereby;EXTRAORDINARY TRANSACTIONSISSUER1037.0000000.000000FOR1037.000000FORS000005160ANDRETTI ACQUISITION CORP.KYG26735103202/13/2024The NYSE Issuance Proposal - to approve the issuance of New Company Common Stock pursuant to the Business Combination Agreement and the Exchange Agreements;EXTRAORDINARY TRANSACTIONSISSUER1037.0000000.000000FOR1037.000000FORS000005160ANDRETTI ACQUISITION CORP.KYG26735103202/13/2024The Equity Incentive Plan Proposal - to approve the Zapata Computing Holdings Inc. 2024 Equity and Incentive Plan;COMPENSATIONISSUER1037.0000000.000000FOR1037.000000FORS000005160ANDRETTI ACQUISITION CORP.KYG26735103202/13/2024The Employee Stock Purchase Plan Proposal - to approve the Zapata Computing Holdings Inc. 2024 Employee Stock Purchase Plan;COMPENSATIONISSUER1037.0000000.000000FOR1037.000000FORS000005160ANDRETTI ACQUISITION CORP.KYG26735103202/13/2024The Director Election Proposal - To Approve The Election Of Directors To Serve On The Surviving Company Board.OTHERUndefinedISSUER1037.0000000.000000FOR1037.000000FORS000005160ANDRETTI ACQUISITION CORP.KYG26735103202/13/2024The Equity Line of Credit Issuance Proposal - to approve the issuance of New Company Common Stock pursuant to the Lincoln Park Purchase Agreement; andCAPITAL STRUCTUREISSUER1037.0000000.000000FOR1037.000000FORS000005160ANDRETTI ACQUISITION CORP.KYG26735103202/13/2024The Adjournment Proposal - to adjourn the Special Meeting to a later date, if necessary, to permit further solicitation and vote of proxies if there are not sufficient votes to approve one or more proposals presented to shareholders.CORPORATE GOVERNANCEISSUER1037.0000000.000000FOR1037.000000FORS000005160CEREVEL THERAPEUTICS HOLDINGS, INC.15678U128US15678U128002/16/2024To adopt the Agreement and Plan of Merger (as it may be amended from time to time, the ''Merger Agreement''), dated as of December 6, 2023, by and among AbbVie Inc., a Delaware corporation (''AbbVie''), Symphony Harlan LLC, a Delaware limited liability company and a wholly owned subsidiary of AbbVie (''Intermediate Holdco''), Symphony Harlan Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of Intermediate Holdco (''Merger Sub''), and Cerevel Therapeutics Holdings, Inc. (''Cerevel''), pursuant to which Merger Sub will be merged with and into Cerevel, with Cerevel surviving as a wholly owned subsidiary of AbbVie (the ''Merger'');EXTRAORDINARY TRANSACTIONSISSUER9712.0000000.000000FOR9712.000000FORS000005160CEREVEL THERAPEUTICS HOLDINGS, INC.15678U128US15678U128002/16/2024To approve, on a non-binding, advisory basis, certain compensation that will or may be paid or become payable to Cerevel's named executive officers that is based on or otherwise relates to the Merger; andSECTION 14A SAY-ON-PAY VOTESISSUER9712.0000000.000000FOR9712.000000FORS000005160CEREVEL THERAPEUTICS HOLDINGS, INC.15678U128US15678U128002/16/2024To approve, on a non-binding, advisory basis, certain compensation that will or may be paid or become payable to Cerevel's named executive officers that is based on or otherwise relates to the Merger; andSECTION 14A SAY-ON-PAY VOTESISSUER9712.0000000.000000FOR9712.000000FOR1S000005160CEREVEL THERAPEUTICS HOLDINGS, INC.15678U128US15678U128002/16/2024To approve the adjournment of the special meeting to a later date or dates if necessary to solicit additional proxies if there are insufficient votes in person or by proxy to approve the proposal to adopt the Merger Agreement at the time of the special meeting.CORPORATE GOVERNANCEISSUER9712.0000000.000000FOR9712.000000FORS000005160SIZZLE ACQUISITION CORP.83014E109US83014E109102/21/2024NTA Proposal Amend the Company's amended and restated certificate of incorporation to remove (i) the limitation that Sizzle will only redeem Offering Shares (as defined in the Existing Sizzle Charter) so long as (after such redemption), Sizzle's net tangible assets ("NTA") will be at least $5,000,001 or any greater NTA or cash requirement which may be contained in the agreement relating to the initial Business Combination and after payment of underwriters' fees and commissions (the "Redemption Limitation"), (ii) the limitation that Sizzle shall not redeem Offering Shares in connection with the consummation of a business combination if the Redemption Limitation is exceeded, (iii) the limitation that Sizzle shall not consummate a business combination pursuant to a tender offer if the Redemption Limitation is exceeded, and (iv) the limitation that an Amendment to Article IX of the Existing Sizzle Charter will be voided if any stockholders who wish to redeem are unable to redeem due to the Redemption Limitation.CAPITAL STRUCTUREISSUER5451.0000000.000000FOR5451.000000FORS000005160SIZZLE ACQUISITION CORP.83014E109US83014E109102/21/2024Business Combination Proposal Approve the Business Combination described in the Proxy Statement, including (a) adopting the Merger Agreement, a copy of which is attached to the Proxy Statement as Annex A, which, among other things, provides for the Share Exchange and the merger of Merger Sub with and into the Company, with each of the Company and European Lithium AT (Investments) Limited surviving as a direct, wholly-owned subsidiary of Critical Metals Corp. and (b) approving the other transactions contemplated by the Merger Agreement and related agreements described in the Proxy Statement.EXTRAORDINARY TRANSACTIONSISSUER5451.0000000.000000FOR5451.000000FORS000005160SIZZLE ACQUISITION CORP.83014E109US83014E109102/21/2024Charter Amendment Proposal Approve and adopt the amended and restated memorandum and articles of association of Critical Metals Corp., which we refer to as Pubco (the "Proposed Charter"), in substantially the form attached as Annex B to the Proxy Statement.CORPORATE GOVERNANCEISSUER5451.0000000.000000FOR5451.000000FORS000005160SIZZLE ACQUISITION CORP.83014E109US83014E109102/21/2024Authorized Share Capital. Approve the increase of the total number of authorized shares of Pubco to 500,000,000 shares, consisting of 450,000,000 ordinary shares and 50,000,000 preferred shares.CAPITAL STRUCTUREISSUER5451.0000000.000000FOR5451.000000FORS000005160SIZZLE ACQUISITION CORP.83014E109US83014E109102/21/2024EUR Director Appointment Rights. Approve to confer EUR with rights under the Proposed Charter in conformity with the contractual designation rights set forth in the Investors Agreement, such that EUR is entitled to appoint the lower of a majority of all board members and four directors for so long as EUR beneficially owns at least 50% of the total issued voting shares, two directors for so long as EUR beneficially owns at least 25% but less than 50% of the total issued voting shares, and one director for so long as EUR beneficially owns at least 15% but less than 25% of the total issued voting shares;.CORPORATE GOVERNANCEISSUER5451.0000000.000000FOR5451.000000FORS000005160SIZZLE ACQUISITION CORP.83014E109US83014E109102/21/2024Amendments to Proposed Charter. Approve to require a majority vote of outstanding voting shares to make amendments to the Proposed Charter at any time when EUR beneficially owns a majority of the total voting power of issued shares of Pubco, but to require a supermajority vote of outstanding voting shares at any time when EUR does not beneficially own a majority of the total voting power of issued shares.CORPORATE GOVERNANCEISSUER5451.0000000.000000FOR5451.000000FORS000005160SIZZLE ACQUISITION CORP.83014E109US83014E109102/21/2024Removal of Directors. Approve that directors may be removed (i) by a resolution passed by all directors of the board of Pubco at any time for cause; (ii) by a majority of outstanding voting shares at any time when EUR beneficially owns a majority of the total voting power of issued shares; and (iii) by a supermajority of outstanding voting shares at any time for cause when EUR does not beneficially own a majority of the total voting power of issued shares.CORPORATE GOVERNANCEISSUER5451.0000000.000000FOR5451.000000FORS000005160SIZZLE ACQUISITION CORP.83014E109US83014E109102/21/2024Written Consent. Approve to provide that stockholders may act by written consent at any time when EUR beneficially owns a majority of the total voting power of issued shares but may not act by written consent at any time when EUR does not beneficially own a majority of the total voting power of issued shares.CORPORATE GOVERNANCEISSUER5451.0000000.000000FOR5451.000000FORS000005160SIZZLE ACQUISITION CORP.83014E109US83014E109102/21/2024Nasdaq Stock Issuance Proposal Approve for purposes of complying with applicable listing rules of The Nasdaq Stock Market LLC, the issuance of more than 20% of the total issued and outstanding Pubco Ordinary Shares in connection with the Business Combination.CAPITAL STRUCTUREISSUER5451.0000000.000000FOR5451.000000FORS000005160SIZZLE ACQUISITION CORP.83014E109US83014E109102/21/2024Incentive Plan Proposal Approve the Critical Metals Corp. 2023 Incentive Award Plan effective upon the consummation of the Business Combination, including the authorization of the share reserve under the Incentive Plan, in substantially the form attached as Annex C to the Proxy Statement.COMPENSATIONISSUER5451.0000000.000000FOR5451.000000FORS000005160SIZZLE ACQUISITION CORP.83014E109US83014E109102/21/2024ESPP Proposal Approve the Critical Metals Corp. 2023 Employee Stock Purchase Plan, effective upon the consummation of the Business Combination, including the authorization of the share reserve under the ESPP, in substantially the form attached as Annex D to the Proxy Statement.COMPENSATIONISSUER5451.0000000.000000FOR5451.000000FORS000005160SIZZLE ACQUISITION CORP.83014E109US83014E109102/21/2024Adjournment Proposal Adjourn the 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 Proposals 1, 2, 3, 5, 6, 7 or 8.CORPORATE GOVERNANCEISSUER5451.0000000.000000FOR5451.000000FORS000005160TEXTAINER GROUP HOLDINGS LIMITED88314W204US88314W204402/22/2024Proposal To Approve And Adopt (a) The Merger Agreement, (b) The Form Of Statutory Merger Agreement And (c) The Transactions Contemplated Thereby, Including The Merger (as Each Capitalized Term Is Defined In The Accompanying Proxy Statement Dated January 17, 2024).EXTRAORDINARY TRANSACTIONSISSUER5443.0000000.000000FOR5443.000000FORS000005160TEXTAINER GROUP HOLDINGS LIMITED88314W204US88314W204402/22/2024Proposal To Adjourn The Special Meeting, If Necessary And Appropriate, To Solicit Additional Proxies If There Are Not Sufficient Votes To Approve The Merger Proposal.CORPORATE GOVERNANCEISSUER5443.0000000.000000FOR5443.000000FORS000005160TEXTAINER GROUP HOLDINGS LIMITED88314W303US88314W303402/22/2024Proposal To Approve And Adopt (a) The Merger Agreement, (b) The Form Of Statutory Merger Agreement And (c) The Transactions Contemplated Thereby, Including The Merger (as Each Capitalized Term Is Defined In The Accompanying Proxy Statement Dated January 17, 2024).EXTRAORDINARY TRANSACTIONSISSUER2214.0000000.000000FOR2214.000000FORS000005160TEXTAINER GROUP HOLDINGS LIMITED88314W303US88314W303402/22/2024Proposal To Adjourn The Special Meeting, If Necessary And Appropriate, To Solicit Additional Proxies If There Are Not Sufficient Votes To Approve The Merger Proposal.CORPORATE GOVERNANCEISSUER2214.0000000.000000FOR2214.000000FORS000005160EVEREST CONSOLIDATOR ACQUISITION CORP29978K102US29978K102502/26/2024A proposal to amend (the "Extension Amendment") the Company's Amended and Restated Certificate of Incorporation (as amended, the "Charter") to provide the Company's Board of Directors with the right to extend the date by which the Company has to consummate a business combination up to an additional six (6) times for one (1) month each time, from February 28, 2024 to August 28, 2024.CORPORATE GOVERNANCEISSUER6589.0000000.000000FOR6589.000000FORS000005160EVEREST CONSOLIDATOR ACQUISITION CORP29978K102US29978K102502/26/2024A proposal to approve the adoption of an amendment (the "Trust Amendment") to that certain Investment Management Trust Agreement, dated as of November 23, 2021, by and between the Company and American Stock Transfer & Trust Company, LLC, as trustee, to allow the Company to extend the Combination Period up to an additional six (6) times for one (1) month each time from February 28, 2024 to August 28, 2024, the Extended Date, by depositing into the Trust Account, for each one-month extension, the lesser of (a) $150,000 and (b) $0.030 per share for each then-outstanding share of the Company's Class A common stock, par value $0.0001 per share, issued in the IPO after giving effect to the Redemption.CORPORATE GOVERNANCEISSUER6589.0000000.000000FOR6589.000000FORS000005160EVEREST CONSOLIDATOR ACQUISITION CORP29978K102US29978K102502/26/2024A proposal to approve the adjournment of the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes to approve the Extension Amendment Proposal or if we determine that additional time is necessary to effectuate the Extension.CORPORATE GOVERNANCEISSUER6589.0000000.000000FOR6589.000000FORS000005160CONCORD ACQUISITION CORP III20607V106US20607V106102/27/2024Proposal No. 1 - The "Business Combination Proposal" - to consider and vote on a proposal to approve and adopt the Business Combination Agreement, dated as of November 2, 2023 (as it may be amended and/or restated from time to time, the "Business Combination Agreement"), by and among Concord III, GCT Semiconductor, Inc. ("GCT") and Gibraltar Merger Sub Inc. ("Merger Sub"), and the transactions contemplated thereby, pursuant to which Merger Sub will merge with and into GCT, with GCT surviving the merger and becoming a wholly-owned direct subsidiary of Concord III (collectively with the other transactions described in the Business Combination Agreement, the "Business Combination");EXTRAORDINARY TRANSACTIONSISSUER2209.0000000.000000FOR2209.000000FORS000005160CONCORD ACQUISITION CORP III20607V106US20607V106102/27/2024Proposal No. 2 - The "Charter Amendment Proposal" - to consider and vote on a proposal to adopt the proposed second amended and restated certificate of incorporation of Concord III (the "Proposed Certificate of Incorporation") attached as Annex B to the proxy statement/prospectus;CORPORATE GOVERNANCEISSUER2209.0000000.000000FOR2209.000000FORS000005160CONCORD ACQUISITION CORP III20607V106US20607V106102/27/2024Proposal Nos. 3A-3E - The "Governance Proposals" - to consider and vote on, on a non-binding advisory basis, five separate governance proposals relating to the following material differences between Concord III's current amended and restated certificate of incorporation and the proposed second amended and restated certificate of incorporation (collectively, the "Governance Proposals"): (a) change the name of Concord III to "GCT Semiconductor Holding, Inc." from the current name of "Concord Acquisition Corp III" and remove certain provisions related to Concord III's status as a special purpose acquisition company that will no longer be relevant following the closing of the Business Combination (the "Closing") (Proposal No. 3A);CORPORATE GOVERNANCEISSUER2209.0000000.000000FOR2209.000000FORS000005160CONCORD ACQUISITION CORP III20607V106US20607V106102/27/2024Proposal Nos. 3A-3E - The "Governance Proposals" - to consider and vote on, on a non-binding advisory basis, five separate governance proposals relating to the following material differences between Concord III's current amended and restated certificate of incorporation and the proposed second amended and restated certificate of incorporation (collectively, the "Governance Proposals"): (b) increase the number of shares of (i) common stock Concord III is authorized to issue from 220,000,000 shares to 400,000,000 shares and (ii) preferred stock Concord III is authorized to issue from 20,000,000 shares to 40,000,000 shares (Proposal No. 3B);CAPITAL STRUCTUREISSUER2209.0000000.000000FOR2209.000000FORS000005160CONCORD ACQUISITION CORP III20607V106US20607V106102/27/2024Proposal Nos. 3A-3E - The "Governance Proposals" - to consider and vote on, on a non-binding advisory basis, five separate governance proposals relating to the following material differences between Concord III's current amended and restated certificate of incorporation and the proposed second amended and restated certificate of incorporation (collectively, the "Governance Proposals"): (c) require the vote of at least two-thirds of the voting power of the outstanding shares of capital stock, rather than a simple majority, to remove a director from office (Proposal No. 3C);CORPORATE GOVERNANCEISSUER2209.0000000.000000FOR2209.000000FORS000005160CONCORD ACQUISITION CORP III20607V106US20607V106102/27/2024Proposal Nos. 3A-3E - The "Governance Proposals" - to consider and vote on, on a non-binding advisory basis, five separate governance proposals relating to the following material differences between Concord III's current amended and restated certificate of incorporation and the proposed second amended and restated certificate of incorporation (collectively, the "Governance Proposals"): (d) require that special meetings of stockholders may only be called by or at the direction of the board of directors pursuant to a resolution adopted by a majority of the total number of directors, subject to any special rights of the holders of preferred stock (Proposal No. 3D); andCORPORATE GOVERNANCEISSUER2209.0000000.000000FOR2209.000000FORS000005160CONCORD ACQUISITION CORP III20607V106US20607V106102/27/2024Proposal Nos. 3A-3E - The "Governance Proposals" - to consider and vote on, on a non-binding advisory basis, five separate governance proposals relating to the following material differences between Concord III's current amended and restated certificate of incorporation and the proposed second amended and restated certificate of incorporation (collectively, the "Governance Proposals"): (e) modify the forum selection provision to designate the U.S. federal district courts as the exclusive forum for claims arising under the Securities Act rather than providing for concurrent jurisdiction in the Court of Chancery and the federal district court for the District of Delaware for claims arising under the Securities Act (Proposal No. 3E).SHAREHOLDER RIGHTS AND DEFENSESCORPORATE GOVERNANCEISSUER2209.0000000.000000FOR2209.000000FORS000005160CONCORD ACQUISITION CORP III20607V106US20607V106102/27/2024Proposal No. 4 - The "Election of Directors Proposal" - to consider and vote on a proposal to elect, effective at Closing, seven directors to serve staggered terms on our board of directors until the 2025, 2026 and 2027 annual meetings of stockholders, respectively, and until their respective successors are duly elected and qualified; John SchlaeferDIRECTOR ELECTIONSISSUER2209.0000000.000000FOR2209.000000FORS000005160CONCORD ACQUISITION CORP III20607V106US20607V106102/27/2024Proposal No. 4 - The "Election of Directors Proposal" - to consider and vote on a proposal to elect, effective at Closing, seven directors to serve staggered terms on our board of directors until the 2025, 2026 and 2027 annual meetings of stockholders, respectively, and until their respective successors are duly elected and qualified; Kyeongho LeeDIRECTOR ELECTIONSISSUER2209.0000000.000000FOR2209.000000FORS000005160CONCORD ACQUISITION CORP III20607V106US20607V106102/27/2024Proposal No. 4 - The "Election of Directors Proposal" - to consider and vote on a proposal to elect, effective at Closing, seven directors to serve staggered terms on our board of directors until the 2025, 2026 and 2027 annual meetings of stockholders, respectively, and until their respective successors are duly elected and qualified; Robert J. BarkerDIRECTOR ELECTIONSISSUER2209.0000000.000000FOR2209.000000FORS000005160CONCORD ACQUISITION CORP III20607V106US20607V106102/27/2024Proposal No. 4 - The "Election of Directors Proposal" - to consider and vote on a proposal to elect, effective at Closing, seven directors to serve staggered terms on our board of directors until the 2025, 2026 and 2027 annual meetings of stockholders, respectively, and until their respective successors are duly elected and qualified; Kukjin ChunDIRECTOR ELECTIONSISSUER2209.0000000.000000FOR2209.000000FORS000005160CONCORD ACQUISITION CORP III20607V106US20607V106102/27/2024Proposal No. 4 - The "Election of Directors Proposal" - to consider and vote on a proposal to elect, effective at Closing, seven directors to serve staggered terms on our board of directors until the 2025, 2026 and 2027 annual meetings of stockholders, respectively, and until their respective successors are duly elected and qualified; Hyunsoo "Hans" ShinDIRECTOR ELECTIONSISSUER2209.0000000.000000FOR2209.000000FORS000005160CONCORD ACQUISITION CORP III20607V106US20607V106102/27/2024Proposal No. 4 - The "Election of Directors Proposal" - to consider and vote on a proposal to elect, effective at Closing, seven directors to serve staggered terms on our board of directors until the 2025, 2026 and 2027 annual meetings of stockholders, respectively, and until their respective successors are duly elected and qualified; Jeff TuderDIRECTOR ELECTIONSISSUER2209.0000000.000000FOR2209.000000FORS000005160CONCORD ACQUISITION CORP III20607V106US20607V106102/27/2024Proposal No. 5 - The "Incentive Award Plan Proposal" - to consider and vote on a proposal to approve and adopt the incentive award plan established to be effective after the Closing of the Business Combination;COMPENSATIONISSUER2209.0000000.000000FOR2209.000000FORS000005160CONCORD ACQUISITION CORP III20607V106US20607V106102/27/2024Proposal No. 6 - The "Employee Stock Purchase Plan Proposal" - to consider and vote on a proposal to approve and adopt the 2024 Employee Stock Purchase Plan established to be effective after the Closing;COMPENSATIONISSUER2209.0000000.000000FOR2209.000000FORS000005160CONCORD ACQUISITION CORP III20607V106US20607V106102/27/2024Proposal No. 7 - The "NYSE Proposal" - to consider and vote on a proposal to issue New GCT Common Stock to (i) the holders of GCT Common Stock (the "GCT Stockholders") in the Merger pursuant to the Business Combination Agreement, (ii) the PIPE Investors pursuant to the PIPE Subscription Agreements and (iii) the CVT Investors pursuant to the Note Financing; andCAPITAL STRUCTUREISSUER2209.0000000.000000FOR2209.000000FORS000005160CONCORD ACQUISITION CORP III20607V106US20607V106102/27/2024Proposal No. 8 - The "Adjournment Proposal" - to consider and vote on a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve one or more proposals presented to stockholders for vote.CORPORATE GOVERNANCEISSUER2209.0000000.000000FOR2209.000000FORS000005160ARISZ ACQUISITION CORP.040450108US040450108402/28/2024The Redomestication Merger Proposal (Proposal 1). To approve the merger of Arisz with and into PubCo, its wholly owned Cayman Islands subsidiary, with PubCo surviving the merger. The merger will change Arisz's place of incorporation from Delaware to the Cayman Islands. We refer to this as the "Redomestication Merger." This proposal is referred to as the "Redomestication Merger Proposal".EXTRAORDINARY TRANSACTIONSCORPORATE GOVERNANCEISSUER4036.0000000.000000FOR4036.000000FORS000005160ARISZ ACQUISITION CORP.040450108US040450108402/28/2024The Acquisition Merger Proposal (Proposal 2). To approve the authorization for PubCo's board of directors to complete the merger of Merger Sub with and into BitFuFu, resulting in BitFuFu becoming a wholly owned subsidiary of PubCo. We refer to this as the "Acquisition Merger." This proposal is referred to as the "Acquisition Merger Proposal".EXTRAORDINARY TRANSACTIONSISSUER4036.0000000.000000FOR4036.000000FORS000005160ARISZ ACQUISITION CORP.040450108US040450108402/28/2024The Nasdaq Proposal (Proposal 3). To approve, for purposes of complying with applicable listing rules of The Nasdaq Stock Market LLC, the issuance of up to an aggregate of 160,000,000 PubCo Ordinary Shares in connection with the Business Combination and related financings, which we refer to as the "Nasdaq Proposal".CAPITAL STRUCTUREISSUER4036.0000000.000000FOR4036.000000FORS000005160ARISZ ACQUISITION CORP.040450108US040450108402/28/2024The Governance Proposal (Proposal 4). To approve the Governance Proposals, which we refer to as the "Governance Proposals". Governance Proposal A - The Redomestication Merger To approve the merger of Arisz with and into PubCo, its wholly owned Cayman Islands subsidiary, with PubCo surviving the merger. The merger will change Arisz's place of incorporation from Delaware to the Cayman Islands.EXTRAORDINARY TRANSACTIONSCORPORATE GOVERNANCEISSUER4036.0000000.000000FOR4036.000000FORS000005160ARISZ ACQUISITION CORP.040450108US040450108402/28/2024The Governance Proposal (Proposal 4). To approve the Governance Proposals, which we refer to as the "Governance Proposals". Governance Proposal B - The Acquisition Merger To approve the authorization for PubCo's board of directors to complete the merger of Merger Sub with and into BitFuFu, resulting in BitFuFu being the surviving company and becoming a wholly owned subsidiary of PubCo.EXTRAORDINARY TRANSACTIONSISSUER4036.0000000.000000FOR4036.000000FORS000005160ARISZ ACQUISITION CORP.040450108US040450108402/28/2024The Governance Proposal (Proposal 4). To approve the Governance Proposals, which we refer to as the "Governance Proposals". Governance Proposal C - Authorized Shares of Common Stock The Current Charter authorizes the issuance of up to 15,000,000 shares of common stock, par value $0.0001 per share, whereas the PubCo's Memorandum and Articles of Association authorizes 500,000,000 PubCo Ordinary Shares, consisting of (1) 300,000,000 Class A Ordinary Shares, each is entitled to one vote, and (2) 200,000,000 Class B Ordinary Shares, each is entitled to five votes.CAPITAL STRUCTUREISSUER4036.0000000.000000FOR4036.000000FORS000005160ARISZ ACQUISITION CORP.040450108US040450108402/28/2024The Governance Proposal (Proposal 4). To approve the Governance Proposals, which we refer to as the "Governance Proposals". Governance Proposal D - Provisions Applicable to Blank Check Companies Under the Current Charter, Article Sixth sets forth various provisions related to Arisz's operation as a blank check company prior to the consummation of an initial business combination, whereas the PubCo's Memorandum and Articles of Association does not include these blank check company provisions. In addition, the Current Charter provisions requiring that the proceeds from Arisz's IPO be held in a trust account until a business combination or liquidation of Arisz and the terms governing the consummation of a proposed business combination are not present in the PubCo Memorandum and Articles of Association.CORPORATE GOVERNANCEISSUER4036.0000000.000000FOR4036.000000FORS000005160ARISZ ACQUISITION CORP.040450108US040450108402/28/2024The Governance Proposal (Proposal 4). To approve the Governance Proposals, which we refer to as the "Governance Proposals". Governance Proposal E - Voting Threshold for Director Removal The Current Charter requires the approval of more than 66-2/3rd% of the voting power of Arisz's then-outstanding shares of capital stock entitled to vote generally in the election of directors, voting together as a single class, to remove directors, whereas PubCo's Memorandum and Articles of Association provides that the removal of directors will require a resolution of a simple majority of the votes cast by such shareholders as, being entitled to do so, vote at a general meeting of PubCo, or a unanimous written resolution of the PubCo shareholders entitled to vote.CORPORATE GOVERNANCEISSUER4036.0000000.000000FOR4036.000000FORS000005160ARISZ ACQUISITION CORP.040450108US040450108402/28/2024The Adjournment Proposal (Proposal 5). To approve the adjournment of the Special Meeting in the event Arisz does not receive the requisite stockholder vote to approve any of the above Proposals. This proposal is referred to as the "Adjournment Proposal."CORPORATE GOVERNANCEISSUER4036.0000000.000000FOR4036.000000FORS000005160CAPITALWORKS EMERGING MARKETS ACQ CORPKYG1889L100502/29/2024Proposal 1 - Extension Amendment Proposal A proposal to amend by special resolution the Company's amended and restated memorandum of association and articles of association in the form set forth in Annex A to the accompanying proxy statement to extend the date by which the Company would be required to consummate a business combination from March 3, 2024 to March 3, 2025.CORPORATE GOVERNANCEISSUER2418.0000000.000000FOR2418.000000FORS000005160CAPITALWORKS EMERGING MARKETS ACQ CORPKYG1889L100502/29/2024Proposal 2 - Auditor Ratification Proposal A proposal to ratify, by ordinary resolution, the selection by the audit committee of the Board Marcum LLP to serve as the Company's independent registered public accounting firm for the year ending March 31, 2024.AUDIT-RELATEDISSUER2418.0000000.000000FOR2418.000000FORS000005160CAPITALWORKS EMERGING MARKETS ACQ CORPKYG1889L100502/29/2024Re-appointment Of Class I Director Until The 2027 Annual General Meeting: Whitney BakerOTHERUndefinedISSUER2418.0000000.000000FOR2418.000000FORS000005160CAPITALWORKS EMERGING MARKETS ACQ CORPKYG1889L100502/29/2024Re-appointment Of Class I Director Until The 2027 Annual General Meeting: Michael FaberOTHERUndefinedISSUER2418.0000000.000000FOR2418.000000FORS000005160CAPITALWORKS EMERGING MARKETS ACQ CORPKYG1889L100502/29/2024Proposal 4 - Adjournment Proposal By ordinary resolution to adjourn the 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 Proposal 1, Proposal 2 or Proposal 3.CORPORATE GOVERNANCEISSUER2418.0000000.000000FOR2418.000000FORS000005160AMBRX BIOPHARMA, INC.641871108US641871108003/06/2024To adopt the Agreement and Plan of Merger (as it may be amended from time to time, the "Merger Agreement"), dated January 5, 2024, among Ambrx Biopharma, Inc., a Delaware corporation ("Ambrx"), Johnson & Johnson, a New Jersey corporation ("Johnson & Johnson"), and Charm Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Johnson & Johnson ("Merger Sub"), pursuant to which Merger Sub will merge with and into Ambrx (the "Merger"), with Ambrx surviving the Merger as a wholly owned subsidiary of Johnson & Johnson.EXTRAORDINARY TRANSACTIONSISSUER1436.0000000.000000FOR1436.000000FORS000005160AMBRX BIOPHARMA, INC.641871108US641871108003/06/2024To adjourn the Special Meeting of Stockholders to a later date or dates as provided in the Merger Agreement, if necessary or appropriate, including to solicit additional votes if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting of Stockholders.CORPORATE GOVERNANCEISSUER1436.0000000.000000FOR1436.000000FORS000005160ROSS ACQUISITION CORP IIKYG7641C106903/06/2024The Extension Amendment Proposal - a proposal to approve, as a special resolution, the amendment of our Amended and Restated Memorandum and Articles of Association in the form set forth in Annex A to the accompanying proxy statement 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") from March 16, 2024 to September 16, 2024 (the "Extension"), or such earlier date as determined by the Company's board of directors (the "Board"); andCORPORATE GOVERNANCEISSUER5336.0000000.000000FOR5336.000000FORS000005160ROSS ACQUISITION CORP IIKYG7641C106903/06/2024The Adjournment Proposal - 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 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.CORPORATE GOVERNANCEISSUER5336.0000000.000000FOR5336.000000FORS000005160BANNIX ACQUISITION CORP.066644105US066644105203/08/2024A proposal to amend (the "Extension Amendment") the Company's Amended and Restated Certificate of Incorporation (our "charter") to extend the Termination Date (as defined below) by which the Company must consummate a business combination (as defined below) (the "Extension") from March 14, 2024 (the date that is 30 months from the closing date of the Company's initial public offering of units (the "IPO")) to September 14, 2024 (the date that is 36 months from the closing date of the IPO) (the "Extended Date") by allowing the Company without another stockholder vote to elect to extend the Termination Date to consummate a business combination on a monthly basis up to six times by an additional one month each time after the Termination Date by resolution of the Company's board of directors (the "Board") if requested by Instant Fame LLC, a Nevada limited liability company (the "Sponsor") and the successor sponsor to Bannix Management LLP a Delaware limited liability partnership our original sponsor and upon five days' advance notice prior to the applicable Termination Date until the Termination Date (such proposal the "Charter Amendment Proposal");CORPORATE GOVERNANCEISSUER250.0000000.000000FOR250.000000FORS000005160BANNIX ACQUISITION CORP.066644105US066644105203/08/2024A proposal to amend (the "Trust Amendment") the Company's Investment Management Trust Agreement dated as of September 10, 2021 and as amended on March 8, 2023 (the "Trust Agreement") by and between the Company and Continental Stock Transfer & Trust Company (the "Trustee") allowing the Company in the event that the Company has not consummated a business combination by the Extended Date to extend by resolution of the Board and without approval of the Company's stockholders the Termination Date up to six times each by one additional month (for a total of up to six additional months) by depositing into the Trust Account for each such monthly extension an amount equal to the lesser of (x) $25,000 and (y) $0.05 for each share that is not redeemed in connection with the annual meeting (such proposal the "Trust Amendment Proposal");CORPORATE GOVERNANCEISSUER250.0000000.000000FOR250.000000FORS000005160BANNIX ACQUISITION CORP.066644105US066644105203/08/2024A proposal to amend the charter (the "NTA Amendment"), which amendment shall be effective, if adopted and implemented by the Company, prior to the consummation of the proposed Business Combination, to remove from the charter the Redemption Limitation, as defined in the charter, contained under Section 9.2(a) preventing the Company from closing a business combination if it would have less than $5,000,001 of net tangible assets in order to expand the methods that the Company may employ so as not to become subject to the "penny stock" rules of the United States Securities and Exchange Commission (the "NTA Proposal").CAPITAL STRUCTUREISSUER250.0000000.000000FOR250.000000FORS000005160BANNIX ACQUISITION CORP.066644105US066644105203/08/2024A proposal to elect six (6) nominees to our board of directors (the "Directors Proposal"): Douglas DavisDIRECTOR ELECTIONSISSUER250.0000000.000000FOR250.000000FORS000005160BANNIX ACQUISITION CORP.066644105US066644105203/08/2024A proposal to elect six (6) nominees to our board of directors (the "Directors Proposal"): Craig J. MarshakDIRECTOR ELECTIONSISSUER250.0000000.000000FOR250.000000FORS000005160BANNIX ACQUISITION CORP.066644105US066644105203/08/2024A proposal to elect six (6) nominees to our board of directors (the "Directors Proposal"): Jamal "Jamie" KhurshidDIRECTOR ELECTIONSISSUER250.0000000.000000FOR250.000000FORS000005160BANNIX ACQUISITION CORP.066644105US066644105203/08/2024A proposal to elect six (6) nominees to our board of directors (the "Directors Proposal"): Eric T. ShussDIRECTOR ELECTIONSISSUER250.0000000.000000FOR250.000000FORS000005160BANNIX ACQUISITION CORP.066644105US066644105203/08/2024A proposal to elect six (6) nominees to our board of directors (the "Directors Proposal"): Ned L. SiegelDIRECTOR ELECTIONSISSUER250.0000000.000000FOR250.000000FORS000005160BANNIX ACQUISITION CORP.066644105US066644105203/08/2024A proposal to elect six (6) nominees to our board of directors (the "Directors Proposal"): Subash MenonDIRECTOR ELECTIONSISSUER250.0000000.000000FOR250.000000FORS000005160BANNIX ACQUISITION CORP.066644105US066644105203/08/2024A proposal to ratify the appointment of RBSM LLP ("RBSM") as our independent registered public accounting firm for the fiscal year ending December 31, 2023 (the "Auditor Proposal");AUDIT-RELATEDISSUER250.0000000.000000FOR250.000000FORS000005160BANNIX ACQUISITION CORP.066644105US066644105203/08/2024A proposal to approve the adjournment of the Annual Meeting from time to time to a later date or dates, if necessary and appropriate, under certain circumstances, including for the purpose of soliciting additional proxies in favor one or more of the foregoing proposals, in the event the Company does not receive the requisite stockholder vote to approve such proposal(s) or establish a quorum (the "Adjournment Proposal"); andCORPORATE GOVERNANCEISSUER250.0000000.000000FOR250.000000FORS000005160MOUNTAIN & CO. I ACQUISITION CORP.KYG6301J104003/08/2024The Extension Amendment Proposal - RESOLVED, as a special resolution that subject to the approval of Proposal No. 2 - the Trust Agreement Amendment Proposal: a) Article 49.8 of the Company's Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 49.8: "In the event that the Company does not consummate a Business Combination upon the date which is the later of (i) November 9, 2024 (or such earlier date as determined by the board of Directors), and (ii) such later date as may be approved by the Members in accordance with the Articles (in any case, such date being referred to as the "Termination Date"), the Company shall (a) cease all operations except for the purpose of winding up; (b) 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 the then-outstanding Public Shares, which redemption will completely extinguish public Members' rights as Members (including the right to receive further liquidation distributions, if any); and (c) as promptly as reasonably possible following such redemption, subject to the approval of the Company's remaining Members and the Directors, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and to requirements of other Applicable Law." b) Article 49.9(a) of the Company's Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 49.9(a): "to modify the substance or timing of the Company's obligation to allow redemption in connection with a Business Combination or redeem 100 percent of the Public Shares if the Company does not consummate a Business Combination by November 9, 2024 (or such earlier date as determined by the board of Directors), or such later date as the Members may approve in accordance with the Articles; or" c) Article 49.11(b) of the Company's Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 49.11(b): "vote as a class with Public Shares on a Business Combination or on any other proposal presented to Members prior to or in connection with the consummation of a Business Combination or to approve an amendment to the Memorandum or Articles to (i) extend the time the Company has to consummate a Business Combination beyond November 9, 2024 or (ii) amend the foregoing provisions of this Article."CORPORATE GOVERNANCEISSUER10989.0000000.000000FOR10989.000000FORS000005160MOUNTAIN & CO. I ACQUISITION CORP.KYG6301J104003/08/2024Trust Agreement Amendment Proposal - RESOLVED, (subject to the approval of Proposal No. 1 - the Extension Amendment Proposal), that the amendment to the Company's investment management trust agreement, dated as of November 4, 2021 (as amended by Amendment No. 1 dated February 6, 2023 and Amendment No. 2 dated September 14, 2023, the "Trust Agreement"), by and between the Company and Continental Stock Transfer & Trust Company (the "Trustee"), to allow the Articles Extension (the "Trust Agreement Amendment"), be approved, ratified and confirmed in all respects.CORPORATE GOVERNANCEISSUER10989.0000000.000000FOR10989.000000FORS000005160MOUNTAIN & CO. I ACQUISITION CORP.KYG6301J104003/08/2024The Adjournment Proposal - RESOLVED, as an ordinary resolution, that the adjournment of the Shareholder Meeting to a later date or dates if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient votes cast by the holders of Class A ordinary shares, par value $0.0001 per share, and Class B ordinary shares, par value $0.0001 per share, in the capital of the Company represented (either in person or by proxy) in favor of the approval of the Extension Amendment Proposal or the Trust Agreement Amendment Proposal.CORPORATE GOVERNANCEISSUER10989.0000000.000000FOR10989.000000FORS000005160POWER & DIGITAL INFRA ACQ II CORP73919C100US73919C100903/08/2024The Business Combination Proposal - To consider and vote upon a proposal to approve the Agreement and Plan of Merger, dated as of June 5, 2023 (as it may be amended, supplemented or otherwise modified from time to time in accordance with its terms, the ''Merger Agreement''), by and among XPDB, XPDB Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of XPDB (''Merger Sub''), and Montana Technologies LLC, a Delaware limited liability company (''Montana''), and the transactions contemplated thereby, pursuant to which, among other things, Merger Sub will merge with and into Montana, with Montana surviving the Merger as a wholly owned subsidiary of XPDB (the ''Post-Combination Company'' and such proposal, the ''Business Combination Proposal''). A copy of the Merger Agreement is attached to the proxy statement/ prospectus as Annex A.EXTRAORDINARY TRANSACTIONSISSUER12150.0000000.000000FOR24300.000000FORS000005160POWER & DIGITAL INFRA ACQ II CORP73919C100US73919C100903/08/2024The Charter Proposal - To consider and vote upon a proposal to adopt the Second Amended and Restated Certificate of Incorporation of the Post-Combination Company (the ''Proposed Charter'') in the form attached to the proxy statement/prospectus as Annex B (the ''Charter Proposal'').CORPORATE GOVERNANCEISSUER12150.0000000.000000FOR24300.000000FORS000005160POWER & DIGITAL INFRA ACQ II CORP73919C100US73919C100903/08/2024The Governance Proposal - To consider and act upon in the sub-proposals below, on a non-binding advisory basis, a separate proposal with respect to certain governance provisions in the Proposed Charter in accordance with United States Securities and Exchange Commission requirements (the ''Governance Proposal''): Changes to Authorized Capital Stock - To authorize the issuance of 675,000,000 total shares, consisting of (a) 650,000,000 shares of common stock of which (i) up to 600,000,000 shares are Class A Common Stock (as defined in the proxy statement/prospectus), and (ii) 50,000,000 shares are Class B Common Stock (as defined in the proxy statement/prospectus), and (b) 25,000,000 shares of preferred stock;CAPITAL STRUCTUREISSUER12150.0000000.000000FOR24300.000000FORS000005160POWER & DIGITAL INFRA ACQ II CORP73919C100US73919C100903/08/2024The Governance Proposal - To consider and act upon in the sub-proposals below, on a non-binding advisory basis, a separate proposal with respect to certain governance provisions in the Proposed Charter in accordance with United States Securities and Exchange Commission requirements (the ''Governance Proposal''): Dual Class Stock Structure - To provide for a dual class stock structure in which shares of Class A Common Stock will each have one vote per share and shares of Class B Common Stock, will have a number of votes per share necessary such that the Montana Equity holders (as defined in the proxy statement/prospectus) collectively would own at the Closing at least 80% of the voting power of all classes of stock of the Post-Combination Company (as defined in the proxy statement/prospectus) entitled to vote; provided, however, that the number of votes per share shall be at least one (1) vote per share;CAPITAL STRUCTURECORPORATE GOVERNANCEISSUER12150.0000000.000000FOR24300.000000FORS000005160POWER & DIGITAL INFRA ACQ II CORP73919C100US73919C100903/08/2024The Governance Proposal - To consider and act upon in the sub-proposals below, on a non-binding advisory basis, a separate proposal with respect to certain governance provisions in the Proposed Charter in accordance with United States Securities and Exchange Commission requirements (the ''Governance Proposal''): Required Vote to Amend the Charter - To require an affirmative vote of holders of at least two-thirds (66 and 2/3%) of the voting power of all the then outstanding shares of voting stock of the Post-Combination Company, voting together as a single class, to amend, alter, repeal or rescind, in whole or in part, certain provisions of the Proposed Charter;CORPORATE GOVERNANCEISSUER12150.0000000.000000FOR24300.000000FORS000005160POWER & DIGITAL INFRA ACQ II CORP73919C100US73919C100903/08/2024The Governance Proposal - To consider and act upon in the sub-proposals below, on a non-binding advisory basis, a separate proposal with respect to certain governance provisions in the Proposed Charter in accordance with United States Securities and Exchange Commission requirements (the ''Governance Proposal''): Required Vote to Amend the Bylaws - To require an affirmative vote of holders of at least two-thirds (66 and 2/3%) of the voting power of all the then outstanding shares of voting stock of the Post-Combination Company entitled to vote generally in an election of directors to adopt, amend, alter, repeal or rescind the Amended and Restated Bylaws (as defined in the proxy statement/prospectus);CORPORATE GOVERNANCEISSUER12150.0000000.000000FOR24300.000000FORS000005160POWER & DIGITAL INFRA ACQ II CORP73919C100US73919C100903/08/2024The Governance Proposal - To consider and act upon in the sub-proposals below, on a non-binding advisory basis, a separate proposal with respect to certain governance provisions in the Proposed Charter in accordance with United States Securities and Exchange Commission requirements (the ''Governance Proposal''): Director Removal - To provide for the removal of directors with cause only by stockholders voting at least two-thirds (66 and 2/3%) of the voting power of all of the then outstanding shares of voting stock of the Post-Combination Company entitled to vote at an election of directors;CORPORATE GOVERNANCEISSUER12150.0000000.000000FOR24300.000000FORS000005160POWER & DIGITAL INFRA ACQ II CORP73919C100US73919C100903/08/2024The Governance Proposal - To consider and act upon in the sub-proposals below, on a non-binding advisory basis, a separate proposal with respect to certain governance provisions in the Proposed Charter in accordance with United States Securities and Exchange Commission requirements (the ''Governance Proposal''): Removal of Blank Check Company Provisions - To eliminate various provisions applicable only to blank check companies, including business combination requirements; andCORPORATE GOVERNANCEISSUER12150.0000000.000000FOR24300.000000FORS000005160POWER & DIGITAL INFRA ACQ II CORP73919C100US73919C100903/08/2024The Governance Proposal - To consider and act upon in the sub-proposals below, on a non-binding advisory basis, a separate proposal with respect to certain governance provisions in the Proposed Charter in accordance with United States Securities and Exchange Commission requirements (the ''Governance Proposal''): Change of XPDB's Name - To change XPDB's name to ''Montana Technologies Corporation.''CORPORATE GOVERNANCEISSUER12150.0000000.000000FOR24300.000000FORS000005160POWER & DIGITAL INFRA ACQ II CORP73919C100US73919C100903/08/2024The Director Election Proposal - To consider and vote upon a proposal to elect six directors to serve on the board of directors of the Post-Combination Company until the 2024 annual meeting of stockholders, in the case of Class I directors, the 2025 annual meeting of stockholders, in the case of Class II directors, and the 2026 annual meeting of stockholders, in the case of Class III directors, and, in each case, until their respective successors are duly elected and qualified (the ''Director Election Proposal''): Matthew Jore (Class I)DIRECTOR ELECTIONSISSUER12150.0000000.000000FOR24300.000000FORS000005160POWER & DIGITAL INFRA ACQ II CORP73919C100US73919C100903/08/2024The Director Election Proposal - To consider and vote upon a proposal to elect six directors to serve on the board of directors of the Post-Combination Company until the 2024 annual meeting of stockholders, in the case of Class I directors, the 2025 annual meeting of stockholders, in the case of Class II directors, and the 2026 annual meeting of stockholders, in the case of Class III directors, and, in each case, until their respective successors are duly elected and qualified (the ''Director Election Proposal''): Stuart Porter (Class I)DIRECTOR ELECTIONSISSUER12150.0000000.000000FOR24300.000000FORS000005160POWER & DIGITAL INFRA ACQ II CORP73919C100US73919C100903/08/2024The Director Election Proposal - To consider and vote upon a proposal to elect six directors to serve on the board of directors of the Post-Combination Company until the 2024 annual meeting of stockholders, in the case of Class I directors, the 2025 annual meeting of stockholders, in the case of Class II directors, and the 2026 annual meeting of stockholders, in the case of Class III directors, and, in each case, until their respective successors are duly elected and qualified (the ''Director Election Proposal''): Maxwell Baucus (Class II)DIRECTOR ELECTIONSISSUER12150.0000000.000000FOR24300.000000FORS000005160POWER & DIGITAL INFRA ACQ II CORP73919C100US73919C100903/08/2024The Director Election Proposal - To consider and vote upon a proposal to elect six directors to serve on the board of directors of the Post-Combination Company until the 2024 annual meeting of stockholders, in the case of Class I directors, the 2025 annual meeting of stockholders, in the case of Class II directors, and the 2026 annual meeting of stockholders, in the case of Class III directors, and, in each case, until their respective successors are duly elected and qualified (the ''Director Election Proposal''): Paul Dabbar (Class II)DIRECTOR ELECTIONSISSUER12150.0000000.000000FOR24300.000000FORS000005160POWER & DIGITAL INFRA ACQ II CORP73919C100US73919C100903/08/2024The Director Election Proposal - To consider and vote upon a proposal to elect six directors to serve on the board of directors of the Post-Combination Company until the 2024 annual meeting of stockholders, in the case of Class I directors, the 2025 annual meeting of stockholders, in the case of Class II directors, and the 2026 annual meeting of stockholders, in the case of Class III directors, and, in each case, until their respective successors are duly elected and qualified (the ''Director Election Proposal''): Patrick C. Eilers (Class III)DIRECTOR ELECTIONSISSUER12150.0000000.000000FOR24300.000000FORS000005160POWER & DIGITAL INFRA ACQ II CORP73919C100US73919C100903/08/2024The Director Election Proposal - To consider and vote upon a proposal to elect six directors to serve on the board of directors of the Post-Combination Company until the 2024 annual meeting of stockholders, in the case of Class I directors, the 2025 annual meeting of stockholders, in the case of Class II directors, and the 2026 annual meeting of stockholders, in the case of Class III directors, and, in each case, until their respective successors are duly elected and qualified (the ''Director Election Proposal''): Dr. Marwa Zaatari (Class III)DIRECTOR ELECTIONSISSUER12150.0000000.000000FOR24300.000000FORS000005160POWER & DIGITAL INFRA ACQ II CORP73919C100US73919C100903/08/2024The Nasdaq Proposal - To consider and vote upon a proposal to approve, for purposes of complying with applicable listing rules of Nasdaq, the issuance of shares of Class A Common Stock and Class B Common Stock to Montana Equity holders (as defined in the proxy statement/prospectus) pursuant to the Merger Agreement (the ''Nasdaq Proposal'').CAPITAL STRUCTUREISSUER12150.0000000.000000FOR24300.000000FORS000005160POWER & DIGITAL INFRA ACQ II CORP73919C100US73919C100903/08/2024The Incentive Plan Proposal - To consider and vote upon a proposal to approve and adopt the Incentive Plan (as defined in the proxy statement/prospectus), in the form attached to the proxy statement/prospectus as Annex E (the '''Incentive Plan Proposal'').COMPENSATIONISSUER12150.0000000.000000FOR24300.000000FORS000005160POWER & DIGITAL INFRA ACQ II CORP73919C100US73919C100903/08/2024The Employee Stock Purchase Plan Proposal - To consider and vote upon a proposal to approve and adopt the ESPP (as defined in the proxy statement/prospectus), in the form attached to the proxy statement/prospectus as Annex F (the ''Employee Stock Purchase Plan Proposal'').COMPENSATIONISSUER12150.0000000.000000FOR24300.000000FORS000005160POWER & DIGITAL INFRA ACQ II CORP73919C100US73919C100903/08/2024The Adjournment Proposal - To consider and vote upon a proposal to approve the adjournment of the Special 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 Business Combination Proposal, the Charter Proposal, the Director Election Proposal, the Nasdaq Proposal, the Incentive Plan Proposal or the Employee Stock Purchase Plan Proposal.CORPORATE GOVERNANCEISSUER12150.0000000.000000FOR24300.000000FORS000005160KARUNA THERAPEUTICS, INC.48576A100US48576A100703/12/2024To adopt the Agreement and Plan of Merger, dated as of December 22, 2023 (the "merger agreement"), among Karuna Therapeutics, Inc. ("Karuna"), Bristol-Myers Squibb Company ("Bristol-Myers Squibb"), and Miramar Merger Sub Inc., a wholly owned subsidiary of Bristol-Myers Squibb Company ("Merger Sub"), pursuant to which, subject to the terms and conditions set forth therein, Merger Sub will be merged with and into Karuna, and Karuna will survive the merger as a wholly owned subsidiary of Bristol-Myers Squibb.EXTRAORDINARY TRANSACTIONSISSUER2047.0000000.000000FOR2047.000000FORS000005160KARUNA THERAPEUTICS, INC.48576A100US48576A100703/12/2024To approve, on an advisory, non-binding basis, certain compensation that will or may be paid by Karuna to its named executive officers that is based on or otherwise relates to the merger of Merger Sub with and into Karuna pursuant to the merger agreement.SECTION 14A SAY-ON-PAY VOTESISSUER2047.0000000.000000FOR2047.000000FORS000005160KARUNA THERAPEUTICS, INC.48576A100US48576A100703/12/2024To approve, on an advisory, non-binding basis, certain compensation that will or may be paid by Karuna to its named executive officers that is based on or otherwise relates to the merger of Merger Sub with and into Karuna pursuant to the merger agreement.SECTION 14A SAY-ON-PAY VOTESISSUER2047.0000000.000000FOR2047.000000FOR1S000005160KARUNA THERAPEUTICS, INC.48576A100US48576A100703/12/2024To adjourn the special meeting from time to time, if necessary or appropriate, as determined in good faith by the board of directors of Karuna including for the purpose of soliciting additional votes for the approval of the proposal to adopt the merger agreement if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the merger agreement.CORPORATE GOVERNANCEISSUER2047.0000000.000000FOR2047.000000FORS000005160POWER & DIGITAL INFRA ACQ II CORP73919C100US73919C100903/12/2024The Extension Amendment Proposal - to amend the amended and restated certificate of incorporation (as the same has been amended prior to the date hereof, the "Certificate") of Power & Digital Infrastructure Acquisition II Corp. (the "Company") pursuant to amendments to the Certificate in the form set forth in paragraph 3 of Annex A to the accompanying Proxy Statement (such proposal, the "Extension Amendment Proposal") to extend the date by which the Company must (1) consummate an initial merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (a "business combination"), (2) cease its operations except for the purpose of winding up if it fails to complete such business combination, and (3) redeem all shares of the Company's Class A common stock, par value $0.0001 per share (the "Class A common stock"), included as part of the units sold in the Company's initial public offering (such shares of Class A common stock, the public shares") that was consummated on December 14, 2021 (the "IPO"), from March 14, 2024 (the "Current Outside Date") to April 14, 2024 (such date, the "Extended Date"), and to allow the Company, without another stockholder vote, by resolution of the Company's board of directors (our "board"), to elect to further extend the Extended Date in one-month increments up to three additional times until July 14, 2024 (each such additional date, as extended, an "Additional Extended Date"), unless the closing of a business combination shall have occurred prior thereto or such earlier date as determined by our board to be in the best interests of the Company; andCORPORATE GOVERNANCEISSUER12150.0000000.000000FOR12150.000000FORS000005160POWER & DIGITAL INFRA ACQ II CORP73919C100US73919C100903/12/2024The Adjournment Proposal - to approve the adjournment of the Special 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 "Adjournment Proposal". The Adjournment Proposal will only be presented at the Special Meeting if there are not sufficient votes to approve the Extension Amendment Proposal.CORPORATE GOVERNANCEISSUER12150.0000000.000000FOR12150.000000FORS000005160CF ACQUISITION CORP. VII12521H107US12521H107703/14/2024Proposal 1 - Extension Amendment Proposal Amend the Company's amended and restated certificate of incorporation to extend the date by which the Company has to consummate a business combination from March 20, 2024 to March 20, 2025 or such earlier date as determined by the board of directors.CORPORATE GOVERNANCEISSUER8721.0000000.000000FOR8721.000000FORS000005160CF ACQUISITION CORP. VII12521H107US12521H107703/14/2024Proposal 2 - Trust Amendment Proposal Amend the Company's investment management trust agreement, dated as of December 15, 2021, by and between the Company and Continental Stock Transfer & Trust Company, requiring Continental Stock Transfer & Trust Company to maintain the funds in the Trust Account in an interest-bearing demand deposit account at a bank.CORPORATE GOVERNANCEISSUER8721.0000000.000000FOR8721.000000FORS000005160CF ACQUISITION CORP. VII12521H107US12521H107703/14/2024Proposal 3 - Adjournment Proposal Adjourn the Special 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 Proposal 1 and/or Proposal 2.CORPORATE GOVERNANCEISSUER8721.0000000.000000FOR8721.000000FORS000005160FEUTUNE LIGHT ACQUISITION CORP31561T102US31561T102503/18/2024The Extension Amendment Proposal: To amend the Company's current effective Amended and Restated Certificate of Incorporation (the "Charter") to extend the period to consummate an initial business combination up to nine times, each by an additional one-month period, for a total of up to nine months to December 21, 2024, by depositing the amount of cash as specified in the Company's Definitive Proxy Statement relating to the Meeting filed with the Securities and Exchange commission on March 1, 2024 (including any supplement thereto) for each public share for each one-month extension.CORPORATE GOVERNANCEISSUER980.0000000.000000FOR980.000000FORS000005160FEUTUNE LIGHT ACQUISITION CORP31561T102US31561T102503/18/2024Adjournment of the Special Meeting: To adjourn the Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, at the time of the Meeting, there are not sufficient votes for, or otherwise in connection with, the approval of the foregoing proposal.CORPORATE GOVERNANCEISSUER980.0000000.000000FOR980.000000FORS000005160NEWBURY STREET ACQUISITION CORP.65101L104US65101L104403/20/2024EXTENSION PROPOSAL To amend the Company's Second Amended and Restated Certificate of Incorporation pursuant to an amendment in the form set forth in Annex A of the accompanying proxy statement to extend the date by which the Company must (1) consummate a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination, (2) cease all operations except for the purpose of winding up if it fails to complete such initial business combination, and (3) redeem all of the shares of common stock, par value $0.0001 per share, of the Company included as part of the units sold in the Company's initial public offering that was consummated on March 25, 2021 from March 25, 2024 to September 25, 2024.CORPORATE GOVERNANCEISSUER6262.0000000.000000FOR6262.000000FORS000005160NEWBURY STREET ACQUISITION CORP.65101L104US65101L104403/20/2024ADJOURNMENT PROPOSAL To approve the adjournment of the Special Meeting to a later date or dates, if necessary or convenient, 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 Proposal, which will only be presented at the Special Meeting if, based on the tabulated votes, there are not sufficient votes at the time of the Special Meeting to approve the Extension Proposal, in which case the Adjournment Proposal will be the only proposal presented at the Special Meeting.CORPORATE GOVERNANCEISSUER6262.0000000.000000FOR6262.000000FORS000005160AXONICS, INC.05465P101US05465P101203/22/2024To adopt the Agreement and Plan of Merger, dated January 8, 2024 (such agreement, as it may be amended, modified or supplemented from time to time, the "Merger Agreement"), by and among Axonics, Inc., a Delaware corporation ("Axonics"), Boston Scientific Corporation, a Delaware corporation ("Boston Scientific"), and Sadie Merger Sub, Inc., a Delaware corporation ("Merger Sub"). Upon the terms and subject to the conditions of the Merger Agreement, Boston Scientific will acquire Axonics via a merger of Merger Sub with and into Axonics, with the separate corporate existence of Merger Sub thereupon ceasing and Axonics continuing as the surviving company and a wholly owned subsidiary of Boston Scientific.EXTRAORDINARY TRANSACTIONSISSUER8278.0000000.000000FOR8278.000000FORS000005160AXONICS, INC.05465P101US05465P101203/22/2024To approve on an advisory (non-binding) basis, the compensation that may be paid or become payable to Axonics' named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement.SECTION 14A SAY-ON-PAY VOTESISSUER8278.0000000.000000FOR8278.000000FORS000005160AXONICS, INC.05465P101US05465P101203/22/2024To approve on an advisory (non-binding) basis, the compensation that may be paid or become payable to Axonics' named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement.SECTION 14A SAY-ON-PAY VOTESISSUER8278.0000000.000000FOR8278.000000FOR1S000005160AXONICS, INC.05465P101US05465P101203/22/2024To adjourn the special meeting of the Axonics stockholders (the "Special Meeting") to a later date or dates, if necessary or appropriate, including to solicit additional proxies to approve the proposal to adopt the Merger Agreement if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.CORPORATE GOVERNANCEISSUER8278.0000000.000000FOR8278.000000FORS000005160GOLDEN STAR ACQUISITION CORP.KYG4023C101503/22/2024To approve that the Sponsor and/or its designee will deposit the lesser of (i) $75,000 for all remaining Public Shares and (ii) $0.033 for each remaining Public Share into the Trust Account (the "Monthly Extension Fee") to extend the date which the Company must consummate its initial business combination. Beginning on the 4th of the first month following the approval of this proposal, each Monthly Extension Fee must be deposited into the Trust Account by the 4th of each month until February 4, 2025.CORPORATE GOVERNANCEISSUER3752.0000000.000000AGAINST7504.000000AGAINSTS000005160GOLDEN STAR ACQUISITION CORP.KYG4023C101503/22/2024To direct the chairman of the Extraordinary General Meeting to adjourn the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, there are not sufficient votes to approve Proposal 1.CORPORATE GOVERNANCEISSUER3752.0000000.000000AGAINST7504.000000AGAINSTS000005160HORIZON SPACE ACQUISITION I CORP.KYG4619M109603/22/2024MAA Amendment Proposal: A proposal by special resolution, to amend Articles 48.7 and 48.8 of the Company's amended and restated memorandum and articles of association (the "Current MAA"), in accordance with the form set forth in Annex A to the accompanying proxy statement (the "MAA Amendment"), to provide that the Company must (i) consummate a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company with one or more businesses, which we refer to as a "business combination," or (ii) cease its operations except for the purpose of winding up if it fails to complete such business combination and redeem or repurchase 100% of the Company's public shares included as part of the units sold in the Company's initial public offering that was consummated on December 27, 2022, by March 27, 2024, and if the Company does not consummate a business combination by March 27, 2024, may be extended up to nine times, each by an additional one-month extension, for a total of up to nine months to December 27, 2024, without the need for any further approval of the Company's shareholders.CORPORATE GOVERNANCEISSUER10778.0000000.000000FOR10778.000000FORS000005160HORIZON SPACE ACQUISITION I CORP.KYG4619M109603/22/2024Trust Amendment Proposal - A proposal to approve by the affirmative vote of at least a majority of the issued and outstanding ordinary shares of the Company, an amendment of the Investment Management Trust Agreement, dated December 21, 2022, as further amended on September 25, 2023 and October 4, 2023, substantively in the form set forth in Annex B to the accompanying proxy statement, by and between the Company and Continental Stock Transfer & Trust Company, to reflect the MAA AmendmentCORPORATE GOVERNANCEISSUER10778.0000000.000000FOR10778.000000FORS000005160HORIZON SPACE ACQUISITION I CORP.KYG4619M109603/22/2024Adjournment Proposal - A proposal by ordinary resolution, to approve the adjournment of the Extraordinary Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes to approve the MAA Amendment Proposal and the Trust Amendment Proposal or if we determine that additional time is necessary to effectuate the MAA Amendment.CORPORATE GOVERNANCEISSUER10778.0000000.000000FOR10778.000000FORS000005160PLUM ACQUISITION CORP IKYG7134L126003/25/2024The Auditor Ratification Proposal - RESOLVED, that, as an ordinary resolution, that the appointment of Marcum LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2024 be ratified, approved and confirmed in all respects.AUDIT-RELATEDISSUER8198.0000000.000000FOR8198.000000FORS000005160PLUM ACQUISITION CORP IKYG7134L126003/25/2024The Adjournment Proposal - RESOLVED, as an ordinary resolution, that the adjournment of the Shareholder Meeting to a later date or dates if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient Class A ordinary shares, par value $0.0001 per share ("Class A Ordinary Shares") and Class B ordinary shares, par value $0.0001 per share ("Class B Ordinary Shares") in the capital of Plum represented (either in person or by proxy) to approve the Auditor Ratification Proposal.CORPORATE GOVERNANCEISSUER8198.0000000.000000FOR8198.000000FORS000005160PLUTONIAN ACQUISITION CORP.72942P104US72942P104903/25/2024To re-elect five nominees to the Company's board of directors until the next annual meeting of stockholders following this annual meeting or until such director's successor is elected and qualified: Wei Kwang NgDIRECTOR ELECTIONSISSUER2377.0000000.000000FOR2377.000000FORS000005160PLUTONIAN ACQUISITION CORP.72942P104US72942P104903/25/2024To re-elect five nominees to the Company's board of directors until the next annual meeting of stockholders following this annual meeting or until such director's successor is elected and qualified: Ke WangDIRECTOR ELECTIONSISSUER2377.0000000.000000FOR2377.000000FORS000005160PLUTONIAN ACQUISITION CORP.72942P104US72942P104903/25/2024To re-elect five nominees to the Company's board of directors until the next annual meeting of stockholders following this annual meeting or until such director's successor is elected and qualified: Sze Wai LeeDIRECTOR ELECTIONSISSUER2377.0000000.000000FOR2377.000000FORS000005160PLUTONIAN ACQUISITION CORP.72942P104US72942P104903/25/2024To re-elect five nominees to the Company's board of directors until the next annual meeting of stockholders following this annual meeting or until such director's successor is elected and qualified: Robert M. AnnisDIRECTOR ELECTIONSISSUER2377.0000000.000000FOR2377.000000FORS000005160PLUTONIAN ACQUISITION CORP.72942P104US72942P104903/25/2024To re-elect five nominees to the Company's board of directors until the next annual meeting of stockholders following this annual meeting or until such director's successor is elected and qualified: Harry HarnettDIRECTOR ELECTIONSISSUER2377.0000000.000000FOR2377.000000FORS000005160PLUTONIAN ACQUISITION CORP.72942P104US72942P104903/25/2024To ratify the appointment of Marcum LLP to serve as the Company's independent registered public accounting firm for the fiscal year ended December 31, 2023.AUDIT-RELATEDISSUER2377.0000000.000000FOR2377.000000FORS000005160PLUTONIAN ACQUISITION CORP.72942P104US72942P104903/25/2024To approve the adjournment of the annual 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 any or all of the Proposals.CORPORATE GOVERNANCEISSUER2377.0000000.000000FOR2377.000000FORS000005160BLUE WORLD ACQUISITION CORPORATIONKYG1263E102603/26/2024Charter Amendment Proposal: To approve by way of a special resolution that, the Company's Third Amended and Restated Memorandum and Articles of Association (the "Charter"), which currently provides that the Company has until July 2, 2023 to complete a business combination, and may elect to extend the period to consummate a business combination up to nine times, each by an additional one-month extension, for a total of up to nine months to April 2, 2024, be deleted in their entirety and the substitution in their place of the Fourth Amended and Restated Memorandum and Articles of Association of the Company which provides that the Company has until April 2, 2024 to complete a business combination, and may elect to extend the period to consummate a business combination up to seven times, each by an additional one-month extension, for a total of up to seven months to November 2, 2024.CORPORATE GOVERNANCEISSUER1628.0000000.000000FOR1628.000000FORS000005160BLUE WORLD ACQUISITION CORPORATIONKYG1263E102603/26/2024Trust Amendment Proposal - To approve by way of a special resolution that the Investment Management Trust Agreement, dated January 31, 2022 (as the same may be amended, restated or supplemented, the "Trust Agreement"), by and between the Company and Continental Stock Transfer & Trust Company, as trustee ("Continental"), to extend the liquidation date from July 2, 2023 to April 2, 2024, or, if further extended by up to seven one-month extensions (the "Monthly Extension"), up to November 2, 2024, as applicable.CORPORATE GOVERNANCEISSUER1628.0000000.000000FOR1628.000000FORS000005160BLUE WORLD ACQUISITION CORPORATIONKYG1263E102603/26/2024Auditor Appointment Proposal - To ratify, by way of an ordinary resolution, the engagement of Marcum Asia CPAs LLP to serve as the Company's independent registered public accounting firm for the year ending June 30, 2024.AUDIT-RELATEDISSUER1628.0000000.000000FOR1628.000000FORS000005160BLUE WORLD ACQUISITION CORPORATIONKYG1263E102603/26/2024Adjournment Proposal - To approve by way of an ordinary resolution to adjourn Extraordinary General Meeting to a later date or dates or sine die, if necessary, to permit further solicitation and vote of proxies if, at the time of the Extraordinary General Meeting, there are not sufficient votes for, or otherwise in connection with, the approval of the foregoing proposals.CORPORATE GOVERNANCEISSUER1628.0000000.000000FOR1628.000000FORS000005160VIVEON HEALTH ACQUISITION CORP.92853V106US92853V106103/27/2024Proposal 1 - Fourth Extension Proposal Amend the Company's amended and restated certificate of incorporation, to allow the Company to extend the date by which the Company must consummate a business combination up to six times, each such extension for an additional one month period, until September 30, 2024 (the "Fourth Extended Date"), upon one calendar day advance notice to Continental Stock Transfer & Trust Company, prior to the applicable monthly deadline, unless the closing of the proposed Business Combination with Clearday, Inc., or any potential alternative initial business combination shall have occurred prior to the Fourth Extended Date.CORPORATE GOVERNANCEISSUER2821.0000000.000000FOR2821.000000FORS000005160VIVEON HEALTH ACQUISITION CORP.92853V106US92853V106103/27/2024Proposal 2 - Trust Amendment Proposal Amend the Company's Investment Management Trust Agreement, dated as of December 22, 2020, as amended, by and between the Company and Continental Stock Transfer & Trust Company, allowing the Company to extend the date by which the Company must consummate a business combination up to six times, each such extension for an additional one month period, until September 30, 2024, by depositing into the Trust Account the amount of $35,000 (the "Extension Payment") for each one-month extension until September 30, 2024.CORPORATE GOVERNANCEISSUER2821.0000000.000000FOR2821.000000FORS000005160VIVEON HEALTH ACQUISITION CORP.92853V106US92853V106103/27/2024Proposal 3 - Adjournment Proposal Approve the adjournment of the Special Meeting by the Chairman thereof to a later date, if necessary, under certain circumstances, to solicit additional proxies (i) to approve the Fourth Extension Proposal, (ii) to approve the Trust Amendment Proposal, (iii) if a quorum is not present at the Special Meeting, or (iv) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determined in good faith after consultation with outside legal counsel is required under applicable law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company's stockholders prior to the Special Meeting; provided that the Special Meeting is reconvened as promptly as practical thereafter.CORPORATE GOVERNANCEISSUER2821.0000000.000000FOR2821.000000FORS000005160DIRECT SELLING ACQUISITION CORP.25460L103US25460L103503/28/2024The Extension Amendment Proposal - To amend the Company's Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation") to extend the date by which the Company has to consummate a business combination (the "Charter Extension") from March 28, 2024 (the "Termination Date") to June 28, 2024 (the "Charter Extension Date") and to allow the Company, without another stockholder vote, to elect to extend the Termination Date to consummate a business combination on a monthly basis up to nine times by an additional one month each time after the Charter Extension Date, by resolution of the Board, if requested by DSAC Partners LLC, a Delaware limited liability company (the "Sponsor"), and upon five days' advance notice prior to the applicable Termination Date, until March 28, 2025 (each, an "Additional Charter Extension Date") or a total of up to twelve months after the Termination Date, unless the closing of a business combination shall have occurred prior thereto (the "Extension Amendment Proposal"). A copy of the proposed amendment is set forth in Annex A to the accompanying proxy statement.CORPORATE GOVERNANCEISSUER2172.0000000.000000FOR2172.000000FORS000005160DIRECT SELLING ACQUISITION CORP.25460L103US25460L103503/28/2024Redemption Limitation Amendment Proposal - To amend the Certificate of Incorporation to eliminate the limitation that the Company may not redeem Class A Common Stock to the extent that such redemption would result in the Company having net tangible assets of less than $5,000,001 (the "Redemption Limitation") in order to allow the Company to redeem Class A Common Stock irrespective of whether such redemption would exceed the Redemption Limitation (the "Redemption Limitation Amendment", and such proposal the "Redemption Limitation Amendment Proposal"). A copy of the proposed amendments is set forth in Annex B to the accompanying proxy statement.CAPITAL STRUCTUREISSUER2172.0000000.000000FOR2172.000000FORS000005160DIRECT SELLING ACQUISITION CORP.25460L103US25460L103503/28/2024Founder Share Amendment Proposal - To amend the Certificate of Incorporation to provide for the right of a holder of the Company's Class B common stock, par value $0.0001 (the "Founder Shares", "DSAQ Class B Shares" or "Class B Common Stock") to convert such Class B Common Stock into the Company's Class A common stock, par value $0.0001 (the "DSAQ Class A Shares", "Class A Common Stock" or "Public Stock") on a one-for-one basis prior to the closing of a business combination at the election of the holder (the "Founder Share Amendment Proposal"). A copy of the proposed amendment is set forth in Annex C to the accompanying proxy statement.CAPITAL STRUCTURECORPORATE GOVERNANCEISSUER2172.0000000.000000FOR2172.000000FORS000005160DIRECT SELLING ACQUISITION CORP.25460L103US25460L103503/28/2024Adjournment Proposal - To adjourn the Stockholder Meeting to a later date or dates, if necessary, (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Stockholder Meeting, there are insufficient shares of Class A common stock, par value $0.0001 per share, and Class B common stock, par value $0.0001 per share in the capital of the Company represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Stockholder Meeting or at the time of the Stockholder Meeting to approve the Extension Amendment Proposal, or (ii) where the Company's board of directors (the "Board") has determined it is otherwise necessary (the "Adjournment Proposal").CORPORATE GOVERNANCEISSUER2172.0000000.000000FOR2172.000000FORS000005160PROJECT ENERGY REIMAGINED ACQ CORPKYG72556106503/28/2024The Business Combination Proposal To approve and adopt, by way of ordinary resolution, the Business Combination Agreement, dated as of October 2, 2023 (as may be amended, supplemented, or otherwise modified from time to time, the "Business Combination Agreement"), by and among the Company, Heramba Electric plc ("Holdco"), Heramba Merger Corp. ("Merger Sub"), Heramba Limited and Heramba GmbH, and the business combination contemplated thereby (together with the other transactions related thereto, the "Business Combination").EXTRAORDINARY TRANSACTIONSISSUER6859.0000000.000000FOR6859.000000FORS000005160PROJECT ENERGY REIMAGINED ACQ CORPKYG72556106503/28/2024The Merger Proposal To approve and adopt, by way of special resolution, the plan of merger pursuant to which Merger Sub will merge with and into the Company, with the Company being the surviving company in the merger (the "Merger"), and the consummation of the Merger.EXTRAORDINARY TRANSACTIONSISSUER6859.0000000.000000FOR6859.000000FORS000005160PROJECT ENERGY REIMAGINED ACQ CORPKYG72556106503/28/2024The Advisory Governance Proposals To consider and vote upon four separate governance proposals to approve, in each case by way of ordinary resolution and on a non-binding advisory basis, the following material changes between the Company's amended and restated memorandum and articles of association, as amended, and the articles of association of Holdco: Proposal 3A To establish the authorized capital of Holdco to consist of E49,990 divided into 200,000,000 ordinary shares of E0.0001 each (nominal value), 49,900,000 preference shares of E0.0001 each (nominal value) and 25,000 deferred ordinary shares of E1.00 each (nominal value).CAPITAL STRUCTUREISSUER6859.0000000.000000FOR6859.000000FORS000005160PROJECT ENERGY REIMAGINED ACQ CORPKYG72556106503/28/2024Proposal 3B To include an advance notice provision that requires a nominating shareholder to provide notice to Holdco in advance of a meeting of shareholders should such nominating shareholder wish to nominate a person for election to the Holdco board of directors.SHAREHOLDER RIGHTS AND DEFENSESISSUER6859.0000000.000000FOR6859.000000FORS000005160PROJECT ENERGY REIMAGINED ACQ CORPKYG72556106503/28/2024Proposal 3C To include a forum selection provision whereby, subject to limited exceptions, the courts of Ireland will be the sole and exclusive forum for certain shareholder litigation matters.SHAREHOLDER RIGHTS AND DEFENSESCORPORATE GOVERNANCEISSUER6859.0000000.000000FOR6859.000000FORS000005160PROJECT ENERGY REIMAGINED ACQ CORPKYG72556106503/28/2024Proposal 3D To remove provisions relating to the Company's status as a special purpose acquisition company that will no longer be relevant following the closing of the Business Combination.CORPORATE GOVERNANCEISSUER6859.0000000.000000FOR6859.000000FORS000005160PROJECT ENERGY REIMAGINED ACQ CORPKYG72556106503/28/2024The Adjournment Proposal To direct, by way of ordinary resolution, the chairman of the Extraordinary General Meeting to adjourn the Extraordinary General Meeting to a later date or dates, if necessary or convenient, to permit further solicitation and vote of proxies if, based on the tabulated votes at the time of the Extraordinary General Meeting, there are not sufficient votes to approve one or more proposals presented to shareholders for vote or if certain conditions under the Business Combination Agreement are not satisfied or waived.CORPORATE GOVERNANCEISSUER6859.0000000.000000FOR6859.000000FORS000005160TMT ACQUISITION CORP.KYG89229119903/28/2024The Extension Amendment Proposal - It is resolved as a special resolution that the Company's Second Amended and Restated Memorandum and Articles of Association be deleted in their entirety and in substitution in their place by the third amended and restated memorandum and articles of association in the form set forth in Annex A to the Proxy Statement (the "Third A&R Memorandum and Articles"), which provides that the Company may elect to extend the date by which the Company has to consummate a business combination for a total of up to seven (7) times, as follow: (i) one (1) time for an additional three (3) months from March 30, 2024 to June 30, 2024, and subsequently (ii) six (6) times for an additional one (1) month each time from June 30, 2024 to December 30, 2024, if requested by the Sponsor and upon two calendar days' advance notice prior to the applicable deadline.CORPORATE GOVERNANCEISSUER3930.0000000.000000AGAINST3930.000000AGAINSTS000005160TMT ACQUISITION CORP.KYG89229119903/28/2024The Adjournment Proposal - It is resolved as an ordinary resolution that the chairman of the Extraordinary General Meeting be directed to adjourn the Extraordinary General Meeting to a later date or dates, if necessary or appropriate, (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, there are insufficient Ordinary Shares represented (either in person or virtually, or by proxy) to approve the Extension Amendment Proposal, (ii) if the holders of Public Shares have elected to redeem an amount of shares in connection with the Extension Amendment such that the Company would not adhere to the continued listing requirements of Nasdaq, or (iii) if the Board determines before the Extraordinary General Meeting that it is not necessary or no longer desirable to proceed with the other proposal.CORPORATE GOVERNANCEISSUER3930.0000000.000000AGAINST3930.000000AGAINSTS000005160TRICON RESIDENTIAL INC.89612W102CA89612W102303/28/2024To Consider And, If Deemed Advisable, To Pass, With Or Without Variation, A Special Resolution (the Arrangement Resolution ), The Full Text Of Which Is Outlined In Appendix A Of The Accompanying Management Information Circular (the Circular ), To Approve An Arrangement Under Section 182 Of The Business Corporations Act (ontario) Involving Tricon Residential Inc. (the Company ) And Creedence Acquisition Ulc (the Purchaser ) In Accordance With The Arrangement Agreement Between The Purchaser And The Company Dated January 18, 2024, As It May Be Modified, Supplemented Or Amended From Time To Time In Accordance With Its Terms, And All The Transactions Contemplated Thereby, Pursuant To Which Among Other Things, The Purchaser Would Acquire All Of The Issued And Outstanding Common Shares Of The Company, As More Particularly Described In The Circular.EXTRAORDINARY TRANSACTIONSISSUER2365.0000000.000000FOR2365.000000FORS000005160ARROWROOT ACQUISITION CORP.04282M102US04282M102704/01/2024Proposal No. 1 - The "Business Combination Proposal" - to consider and vote upon a proposal to approve and adopt the Agreement and Plan of Merger and Reorganization, dated as of April 27, 2023 (as may be amended from time to time, the "Merger Agreement"), by and among Arrowroot, ARAC Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Arrowroot ("Merger Sub"), and iLearningEngines Inc., a Delaware corporation ("iLearningEngines"), pursuant to which Merger Sub will merge with and into iLearningEngines (the "Merger"), with iLearningEngines surviving the Merger as a wholly owned subsidiary of Arrowroot and approve the Merger and the other transactions contemplated by the Merger Agreement (the "Business Combination" and such proposal, the "Business Combination Proposal"). A copy of the Merger Agreement is attached to the accompanying proxy statement/prospectus as Annex A ("Proposal No. 1").EXTRAORDINARY TRANSACTIONSISSUER4718.0000000.000000FOR4718.000000FORS000005160ARROWROOT ACQUISITION CORP.04282M102US04282M102704/01/2024Proposal No. 2 - The "Organizational Documents Proposal" - to approve and adopt, assuming the Business Combination Proposal is approved and adopted, the proposed amended and restated Certificate of Incorporation (the "Proposed Charter"), a copy of which is attached to the accompanying proxy statement/prospectus as Annex B, and the proposed Amended and Restated Bylaws, a copy of which is attached to the accompanying proxy statement/prospectus as Annex C (the "Proposed Bylaws"), of New iLearningEngines as the post-Business Combination company, which, if approved, would take effect substantially concurrently with the Effective Time ("Proposal No. 2").CORPORATE GOVERNANCEISSUER4718.0000000.000000FOR4718.000000FORS000005160ARROWROOT ACQUISITION CORP.04282M102US04282M102704/01/2024Proposals No. 3 - The "Advisory Organizational Documents Proposals" - to approve, on a non-binding advisory basis, certain governance provisions in the Proposed Charter and the Proposed Bylaws, which are being presented separately in accordance with the U.S. Securities and Exchange Commission ("SEC") guidance to give stockholders the opportunity to present their separate views on important corporate governance provisions, as four sub-proposals (collectively, "Proposals No. 3"): Proposal No. 3A - to increase the authorized shares of New iLearningEngines Common Stock (as defined in the accompanying proxy statement/prospectus) to 700,000,000 shares and increase the authorized shares of preferred stock to 10,000,000 shares ("Proposal No. 3A");CAPITAL STRUCTUREISSUER4718.0000000.000000FOR4718.000000FORS000005160ARROWROOT ACQUISITION CORP.04282M102US04282M102704/01/2024Proposals No. 3 - The "Advisory Organizational Documents Proposals" - to approve, on a non-binding advisory basis, certain governance provisions in the Proposed Charter and the Proposed Bylaws, which are being presented separately in accordance with the U.S. Securities and Exchange Commission ("SEC") guidance to give stockholders the opportunity to present their separate views on important corporate governance provisions, as four sub-proposals (collectively, "Proposals No. 3"): Proposal No. 3B - to require an affirmative vote of 66 2/3% of the outstanding shares of New iLearningEngines Common Stock to adopt, amend, or repeal the Proposed Bylaws (as defined in the accompanying proxy statement/prospectus) ("Proposal No. 3B");CORPORATE GOVERNANCEISSUER4718.0000000.000000FOR4718.000000FORS000005160ARROWROOT ACQUISITION CORP.04282M102US04282M102704/01/2024Proposals No. 3 - The "Advisory Organizational Documents Proposals" - to approve, on a non-binding advisory basis, certain governance provisions in the Proposed Charter and the Proposed Bylaws, which are being presented separately in accordance with the U.S. Securities and Exchange Commission ("SEC") guidance to give stockholders the opportunity to present their separate views on important corporate governance provisions, as four sub-proposals (collectively, "Proposals No. 3"): Proposal No. 3C - to require an affirmative vote of 66 2/3% of the outstanding shares of New iLearningEngines Common Stock to alter, amend, or repeal ARTICLE V, ARTICLE VI, ARTICLE VII, ARTICLE VIII, and ARTICLE IX of the Proposed Charter ("Proposal No. 3C");CORPORATE GOVERNANCEISSUER4718.0000000.000000FOR4718.000000FORS000005160ARROWROOT ACQUISITION CORP.04282M102US04282M102704/01/2024Proposals No. 3 - The "Advisory Organizational Documents Proposals" - to approve, on a non-binding advisory basis, certain governance provisions in the Proposed Charter and the Proposed Bylaws, which are being presented separately in accordance with the U.S. Securities and Exchange Commission ("SEC") guidance to give stockholders the opportunity to present their separate views on important corporate governance provisions, as four sub-proposals (collectively, "Proposals No. 3"): Proposal No. 3D - to approve and adopt the Proposed Charter that includes the approval of Proposal No. 2, Proposals No. 3 and Proposal No. 4 and provides for certain additional changes, including changing Arrowroot's name from "Arrowroot Acquisition Corp." to "iLearningEngines, Inc.," which the board of directors of Arrowroot (the "Arrowroot Board") believes are necessary to adequately address the needs of Arrowroot immediately following the consummation of the Business Combination ("Proposal No. 3D");CORPORATE GOVERNANCEISSUER4718.0000000.000000FOR4718.000000FORS000005160ARROWROOT ACQUISITION CORP.04282M102US04282M102704/01/2024Proposal No. 4 - The "Election of Directors Proposal" - to consider and vote upon a proposal to elect, effective at the Closing (as defined in the accompanying proxy statement/prospectus), five directors to serve staggered terms on the New iLearningEngines Board (as defined in the accompanying proxy statement/prospectus) until the 2024, 2025 and 2026 annual meetings of stockholders, respectively, and until their respective successors are duly elected and qualified ("Proposal No. 4");DIRECTOR ELECTIONSISSUER4718.0000000.000000FOR4718.000000FORS000005160ARROWROOT ACQUISITION CORP.04282M102US04282M102704/01/2024Proposal No. 5 - The "Equity Incentive Plan Proposal" - to consider and vote upon a proposal to approve and adopt the iLearningEngines 2024 Equity Incentive Plan, which is an incentive compensation plan for directors and employees of New iLearningEngines following the Business Combination ("Proposal No. 5");COMPENSATIONISSUER4718.0000000.000000FOR4718.000000FORS000005160ARROWROOT ACQUISITION CORP.04282M102US04282M102704/01/2024Proposal No. 6 - The "Employee Stock Purchase Plan Proposal" - to consider and vote upon a proposal to approve and adopt the iLearningEngines 2024 Employee Stock Purchase Plan (the "ESPP"), to assist New iLearningEngines in aligning the long-term financial interests of its employees with the financial interests of its stockholders, as well as attracting, retaining and motivating employees and encouraging them to devote their best efforts to the New iLearningEngines' business and financial success ("Proposal No. 6");COMPENSATIONISSUER4718.0000000.000000FOR4718.000000FORS000005160ARROWROOT ACQUISITION CORP.04282M102US04282M102704/01/2024Proposal No. 7 - The "Nasdaq Proposal" - to consider and vote upon a proposal to approve, for purposes of complying with the applicable listing rules of The Nasdaq Stock Market LLC, the issuance of shares of Arrowroot Class A Common Stock to the iLearningEngines stockholders in the Merger pursuant to the Merger Agreement and to the Convertible Note Investors in the Convertible Note Investment (each as defined in this the accompanying proxy statement/prospectus) in connection with the Business Combination ("Proposal No. 7"); andCAPITAL STRUCTUREISSUER4718.0000000.000000FOR4718.000000FORS000005160ARROWROOT ACQUISITION CORP.04282M102US04282M102704/01/2024Proposal No. 8 - The "Adjournment Proposal" - to consider and vote upon a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve one or more proposals presented to stockholders for vote.CORPORATE GOVERNANCEISSUER4718.0000000.000000FOR4718.000000FORS000005160JUNIPER NETWORKS, INC.48203R104US48203R104104/02/2024To adopt the Agreement and Plan of Merger, dated as of January 9, 2024 (the "Merger Agreement"), by and among Juniper Networks, Inc. ("Juniper"), Hewlett Packard Enterprise Company and Jasmine Acquisition Sub, Inc. a wholly owned subsidiary of Hewlett Packard Enterprise Company.EXTRAORDINARY TRANSACTIONSISSUER18690.0000000.000000FOR18690.000000FORS000005160JUNIPER NETWORKS, INC.48203R104US48203R104104/02/2024To approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to Juniper's named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement.SECTION 14A SAY-ON-PAY VOTESISSUER18690.0000000.000000FOR18690.000000FORS000005160JUNIPER NETWORKS, INC.48203R104US48203R104104/02/2024To approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to Juniper's named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement.SECTION 14A SAY-ON-PAY VOTESISSUER18690.0000000.000000FOR18690.000000FOR1S000005160JUNIPER NETWORKS, INC.48203R104US48203R104104/02/2024To approve an amendment to the Restated Certificate of Incorporation of Juniper, as amended, to reflect new Delaware law provisions regarding officer exculpation.CORPORATE GOVERNANCEISSUER18690.0000000.000000FOR18690.000000FORS000005160JUNIPER NETWORKS, INC.48203R104US48203R104104/02/2024To adjourn the Juniper Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Juniper Special Meeting.CORPORATE GOVERNANCEISSUER18690.0000000.000000FOR18690.000000FORS000005160M.D.C. HOLDINGS, INC.552676108US552676108604/02/2024To adopt the Agreement and Plan of Merger, dated January 17, 2024, by and among SH Residential Holdings, LLC, Clear Line, Inc., solely for the purposes of Section 6.2, Section 6.17 and Section 9.15 therein, Sekisui House, Ltd., and M.D.C. Holdings, Inc. (as it may be amended, supplemented or otherwise modified from time to time, the "Merger Agreement"), and approve the transactions contemplated thereby, including the merger of Clear Line, Inc. with and into M.D.C. Holdings, Inc. (the "Merger").EXTRAORDINARY TRANSACTIONSISSUER1172.0000000.000000FOR1172.000000FORS000005160M.D.C. HOLDINGS, INC.552676108US552676108604/02/2024To approve, on a non-binding, advisory basis, the compensation that will or may become payable by M.D.C. Holdings, Inc. to its named executive officers in connection with the Merger.SECTION 14A SAY-ON-PAY VOTESISSUER1172.0000000.000000FOR1172.000000FORS000005160M.D.C. HOLDINGS, INC.552676108US552676108604/02/2024To approve, on a non-binding, advisory basis, the compensation that will or may become payable by M.D.C. Holdings, Inc. to its named executive officers in connection with the Merger.SECTION 14A SAY-ON-PAY VOTESISSUER1172.0000000.000000FOR1172.000000FOR1S000005160M.D.C. HOLDINGS, INC.552676108US552676108604/02/2024To approve any adjournment of the special meeting of stockholders of M.D.C. Holdings, Inc. (the "Special Meeting") from time to time, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the proposal to adopt the Merger Agreement and approve the Merger or in the absence of a quorum, subject to and in accordance with the terms of the Merger Agreement.CORPORATE GOVERNANCEISSUER1172.0000000.000000FOR1172.000000FORS000005160CARTICA ACQUISITION CORPKYG1995D109704/03/2024The Extension Amendment Proposal - To approve, by way of special resolution, that the date by which Cartica has to consummate a business combination be extended from April 7, 2024 to January 7, 2025 (or such earlier date as determined by the board of directors) and that the Amended and Restated Memorandum of Association and Articles of Association of Cartica be amended as set out in Annex A to this proxy statement.CORPORATE GOVERNANCEISSUER2587.0000000.000000FOR2587.000000FORS000005160CARTICA ACQUISITION CORPKYG1995D109704/03/2024The Auditor Ratification Proposal - To ratify, by way of ordinary resolution, the selection by Cartica's audit committee of Marcum LLP to serve as Cartica's independent registered public accounting firm for the year ending December 31, 2024.AUDIT-RELATEDISSUER2587.0000000.000000FOR2587.000000FORS000005160CARTICA ACQUISITION CORPKYG1995D109704/03/2024The Adjournment Proposal - By ordinary resolution to instruct the chairman of the extraordinary general meeting in lieu of an annual meeting to adjourn the extraordinary general meeting in lieu of an annual meeting of Cartica shareholders to a later date or dates to be determined by the chairman, if necessary, to permit further solicitation and vote of proxies.CORPORATE GOVERNANCEISSUER2587.0000000.000000FOR2587.000000FORS000005160SCREAMING EAGLE ACQUISITION CORP.KYG79407105304/09/2024Proposal No. 1-The Extension Proposal-as a special resolution, to amend (the "Extension Amendment") the Company's Amended and Restated Memorandum and Articles of Association (the "Charter") pursuant to an amendment to the Charter in the form set forth in Annex A of the accompanying proxy statement to (i) extend the date by which the Company must consummate a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination (an "initial business combination") from April 10, 2024 (the "Current Outside Date") to June 15, 2024 (the "Extended Date") and (ii) permit the Company's board of directors (the "Board"), in its sole discretion, to elect to wind up the Company's operations on an earlier date than the Extended Date as determined by the Board and included in a public announcement (the "Extension," and such proposal, the "Extension Proposal");CORPORATE GOVERNANCEISSUER24108.0000000.000000FOR24108.000000FORS000005160SCREAMING EAGLE ACQUISITION CORP.KYG79407105304/09/2024Proposal No. 2-The Redemption Limitation Amendment Proposal-as a special resolution, to amend (the "Redemption Limitation Amendment") the Charter pursuant to an amendment to the Charter in the form set forth in Annex A of the accompanying proxy statement to eliminate from the Charter the limitation that the Company may not redeem public shares in an amount that would cause the Company's net tangible assets to be less than $5,000,001 in connection with the Company's initial business combination (the "Redemption Limitation") (the "Redemption Limitation Amendment Proposal");CAPITAL STRUCTUREISSUER24108.0000000.000000FOR24108.000000FORS000005160SCREAMING EAGLE ACQUISITION CORP.KYG79407105304/09/2024Proposal No. 3-The Founder Share Amendment Proposal-as a special resolution, to amend (the "Founder Share Amendment") the Charter pursuant to an amendment to the Charter in the form set forth in Annex A of the accompanying proxy statement to amend the Charter to provide for the right of a holder of the Company's Class B ordinary shares, par value $0.0001 per share (the "Class B Ordinary Shares" and, together with the Class A Ordinary Shares, the "Ordinary Shares"), to convert into Class A ordinary shares, par value $0.0001 per share, of the Company (the "Class A Ordinary Shares" or "public shares") on a one-for-one basis prior to the closing of an initial business combination at the election of the holder (the "Founder Share Amendment Proposal"); andCAPITAL STRUCTURECORPORATE GOVERNANCEISSUER24108.0000000.000000FOR24108.000000FORS000005160SCREAMING EAGLE ACQUISITION CORP.KYG79407105304/09/2024Proposal No. 4-The Adjournment Proposal-as an ordinary resolution, to approve the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary or convenient, 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 Proposal, the Redemption Limitation Amendment Proposal or the Founder Share Amendment Proposal, or if we otherwise determine that additional time is necessary to effectuate the Extension (the "Adjournment Proposal").CORPORATE GOVERNANCEISSUER24108.0000000.000000FOR24108.000000FORS000005160ROTH CH ACQUISITION CO.KYG88935112104/10/2024Proposal No. 1 - The Amendment Proposal - A proposal, by special resolution, subject to the approval of Proposal A, to amend and restate the Company's Amended and Restated Memorandum and Articles of Association (as amended, the "Articles of Association") to remove the provisions applicable to special purpose acquisition companies including the requirement to redeem and cancel the Company's Class A ordinary shares sold in the Company's initial public offering (the "Public Shares") following distribution of the funds held in the Company's trust account.CORPORATE GOVERNANCEISSUER5607.0000000.000000FOR5607.000000FORS000005160ROTH CH ACQUISITION CO.KYG88935112104/10/2024Proposal No. 2 - The Adjournment Proposal - as an ordinary resolution, to approve the adjournment of the 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 proposals or as otherwise determined by the Chairman of the general meeting.CORPORATE GOVERNANCEISSUER5607.0000000.000000FOR5607.000000FORS000005160ROTH CH ACQUISITION CO.KYG88935112104/10/2024Proposal A - Variation of Rights Proposal - A proposal, for the purposes of Article 10 of the Amended and Restated Articles of Association of the Company, by the holders of a majority of not less than two thirds of the votes cast at the class meeting by the holders of the Company's Class A ordinary shares to consent to and approve the variation to the rights of the Company's Class A ordinary shares as contemplated by the amendments to the Articles of Association as set out in Proposal No. 1.CORPORATE GOVERNANCEISSUER5607.0000000.000000FOR5607.000000FORS000005160UNITED STATES STEEL CORPORATION912909108US912909108104/12/2024To adopt the Agreement and Plan of Merger, dated as of December 18, 2023, by and among United States Steel Corporation, Nippon Steel North America, Inc., 2023 Merger Subsidiary, Inc., and, solely as provided in Section 9.13 therein, Nippon Steel Corporation (as it may be amended from time to time, the "Merger Agreement").EXTRAORDINARY TRANSACTIONSISSUER26196.0000000.000000FOR26196.000000FORS000005160UNITED STATES STEEL CORPORATION912909108US912909108104/12/2024To approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to United States Steel Corporation's named executive officers that is based on or otherwise relates to the Merger Agreement and the transaction contemplated by the Merger Agreement.SECTION 14A SAY-ON-PAY VOTESISSUER26196.0000000.000000FOR26196.000000FORS000005160UNITED STATES STEEL CORPORATION912909108US912909108104/12/2024To approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to United States Steel Corporation's named executive officers that is based on or otherwise relates to the Merger Agreement and the transaction contemplated by the Merger Agreement.SECTION 14A SAY-ON-PAY VOTESISSUER26196.0000000.000000FOR26196.000000FOR1S000005160UNITED STATES STEEL CORPORATION912909108US912909108104/12/2024To approve any adjournment of the special meeting of stockholders of United States Steel Corporation (the "Special Meeting"), if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.CORPORATE GOVERNANCEISSUER26196.0000000.000000FOR26196.000000FORS000005160HUDSON ACQUISITION I CORP.44364H100US44364H100504/15/2024To consider and vote upon a proposal to amend the Company's Second Amended and Restated Certificate of Incorporation pursuant to an amendment to the Charter in the form set forth in Annex A to the Proxy Statement to extend the date by which the Company must effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses from April 18, 2024 up to nine (9) times for an additional one (1) month each time to January 18, 2025 upon the deposit into the Trust Account of $25,000 for each monthCORPORATE GOVERNANCEISSUER1453.0000000.000000FOR1453.000000FORS000005160HUDSON ACQUISITION I CORP.44364H100US44364H100504/15/2024To consider and vote upon a proposal to an amendment to the Charter to remove the geographic limitations for a Business Combination. Such proposal, if approved, requires the deletion of Section J of the Sixth Article in the Charter: "J. At no time, the Corporation shall undertake a Business Combination with any entity being based in or having the majority of its operations in China (including Hong Kong and Macau)."CORPORATE GOVERNANCEISSUER1453.0000000.000000FOR1453.000000FORS000005160HUDSON ACQUISITION I CORP.44364H100US44364H100504/15/2024To consider and vote upon a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve one or more proposals presented to stockholders for vote.CORPORATE GOVERNANCEISSUER1453.0000000.000000FOR1453.000000FORS000005160TLGY ACQUISITION CORPKYG8656T109404/16/2024Charter Amendment Proposal Approve, by way of special resolution, an amendment to the Company's Amended and Restated Memorandum and Articles of Association currently in effect in the form set forth in Annex A of the accompanying Proxy Statement (the "Charter Amendment Proposal") to modify the monthly amount that our Sponsor or its affiliates or designees must deposit into the Trust Account in order to extend the period of time to consummate a business combination by one month, up to twelve times (starting from the first date on which such modified extension payment is made), if requested by the Sponsor and accepted by the Company, from the lesser of $0.033 per outstanding share and $110,000 to the lesser of (x) $0.01 per outstanding share and (y) $30,000. Any amount of the $110,000 paid in order to extend the period of time to consummate a Business Combination until May 16, 2024, which is paid but unused (due to an additional extension payment, based on the updated monthly amount, made prior to May 16, 2024) may be deducted, on a pro rata basis, from future extension payments.CORPORATE GOVERNANCEISSUER12534.0000000.000000FOR12534.000000FORS000005160TLGY ACQUISITION CORPKYG8656T109404/16/2024Adjournment Proposal Approve, by way of 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 Charter Amendment Proposal, pursuant to the resolution set forth in the Adjournment Proposal in the accompanying Proxy Statement.CORPORATE GOVERNANCEISSUER12534.0000000.000000FOR12534.000000FORS000005160FINTECH ECOSYSTEM DEVELOPMENT CORP.318136108US318136108604/18/2024Extension Amendment Proposal Amend the Company's amended and restated certificate of incorporation to extend the date by which the Company has to consummate an initial business combination from April 21, 2024 to, at latest, October 21, 2024, by granting the Company six one month extension options.CORPORATE GOVERNANCEISSUER2024.0000000.000000FOR2024.000000FORS000005160FINTECH ECOSYSTEM DEVELOPMENT CORP.318136108US318136108604/18/2024Adjournment Proposal Adjourn the Special 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 Proposal 1.CORPORATE GOVERNANCEISSUER2024.0000000.000000FOR2024.000000FORS000005160OLINK HOLDING AB680710100US680710100004/19/2024Election of Chairman to preside over the Meeting in accordance with the Nomination Committee's proposal.CORPORATE GOVERNANCEISSUER20961.0000000.000000FOR20961.000000FORS000005160OLINK HOLDING AB680710100US680710100004/19/2024Preparation and approval of Electoral Register.CORPORATE GOVERNANCEISSUER20961.0000000.000000FOR20961.000000FORS000005160OLINK HOLDING AB680710100US680710100004/19/2024Approval of the agenda proposed by the Board.CORPORATE GOVERNANCEISSUER20961.0000000.000000FOR20961.000000FORS000005160OLINK HOLDING AB680710100US680710100004/19/2024Election of one or two persons to approve the Minutes.CORPORATE GOVERNANCEISSUER20961.0000000.000000FOR20961.000000FORS000005160OLINK HOLDING AB680710100US680710100004/19/2024Determination of whether the Meeting has been properly convened.CORPORATE GOVERNANCEISSUER20961.0000000.000000FOR20961.000000FORS000005160OLINK HOLDING AB680710100US680710100004/19/2024Resolution regarding adoption of the Income Statement and the Balance Sheet.CORPORATE GOVERNANCEISSUER20961.0000000.000000FOR20961.000000FORS000005160OLINK HOLDING AB680710100US680710100004/19/2024Resolution regarding adoption of the Consolidated Income Statement and the Consolidated Balance Sheet.CORPORATE GOVERNANCEISSUER20961.0000000.000000FOR20961.000000FORS000005160OLINK HOLDING AB680710100US680710100004/19/2024Resolution regarding allocation of the Company's result in accordance with the duly adopted Balance Sheet in accordance with the Board of Directors' proposal.CAPITAL STRUCTUREISSUER20961.0000000.000000FOR20961.000000FORS000005160OLINK HOLDING AB680710100US680710100004/19/2024Resolution regarding discharge from liability for Jon Heimer for the complete financial year 2023 in capacity as board member.CORPORATE GOVERNANCEISSUER20961.0000000.000000FOR20961.000000FORS000005160OLINK HOLDING AB680710100US680710100004/19/2024Resolution regarding discharge from liability for Gustavo Salem for the period 1 January 2023 to April 17 2023 in capacity as board member.CORPORATE GOVERNANCEISSUER20961.0000000.000000FOR20961.000000FORS000005160OLINK HOLDING AB680710100US680710100004/19/2024Resolution regarding discharge from liability for Johan Lund for the complete financial year 2023 in capacity as board member.CORPORATE GOVERNANCEISSUER20961.0000000.000000FOR20961.000000FORS000005160OLINK HOLDING AB680710100US680710100004/19/2024Resolution regarding discharge from liability for Nicolas Roelofs for the complete financial year 2023 in capacity as board member.CORPORATE GOVERNANCEISSUER20961.0000000.000000FOR20961.000000FORS000005160OLINK HOLDING AB680710100US680710100004/19/2024Resolution regarding discharge from liability for Tommi Unkuri for the complete financial year 2023 in capacity as board member.CORPORATE GOVERNANCEISSUER20961.0000000.000000FOR20961.000000FORS000005160OLINK HOLDING AB680710100US680710100004/19/2024Resolution regarding discharge from liability for Jon Hindar (Chairman of the Board of Directors) for the complete financial year 2023 in capacity as board member.CORPORATE GOVERNANCEISSUER20961.0000000.000000FOR20961.000000FORS000005160OLINK HOLDING AB680710100US680710100004/19/2024Resolution regarding discharge from liability for Solange Bullukian for the complete financial year 2023 in capacity as board member.CORPORATE GOVERNANCEISSUER20961.0000000.000000FOR20961.000000FORS000005160OLINK HOLDING AB680710100US680710100004/19/2024Resolution regarding discharge from liability for Johan PietilA Holmner for the complete financial year 2023 in capacity as deputy board member.CORPORATE GOVERNANCEISSUER20961.0000000.000000FOR20961.000000FORS000005160OLINK HOLDING AB680710100US680710100004/19/2024Resolution regarding discharge from liability for Jon Heimer for the complete financial year 2023 in capacity as CEO.CORPORATE GOVERNANCEISSUER20961.0000000.000000FOR20961.000000FORS000005160OLINK HOLDING AB680710100US680710100004/19/2024Resolution regarding discharge from liability for Gregory J. Moore for the period 17 April 2023 to 31 December 2023 in capacity as board member.CORPORATE GOVERNANCEISSUER20961.0000000.000000FOR20961.000000FORS000005160OLINK HOLDING AB680710100US680710100004/19/2024Resolution regarding discharge from liability for Robert Shueren for the complete financial year 2023 in capacity as board member.CORPORATE GOVERNANCEISSUER20961.0000000.000000FOR20961.000000FORS000005160OLINK HOLDING AB680710100US680710100004/19/2024Resolution regarding discharge from liability for Mary Reumuth for the complete financial year 2023 in capacity as board member.CORPORATE GOVERNANCEISSUER20961.0000000.000000FOR20961.000000FORS000005160OLINK HOLDING AB680710100US680710100004/19/2024Determination of the number of Board members in accordance with the Nomination Committee's proposal.CORPORATE GOVERNANCEISSUER20961.0000000.000000FOR20961.000000FORS000005160OLINK HOLDING AB680710100US680710100004/19/2024Determination of fees for the Board of Directors.COMPENSATIONISSUER20961.0000000.000000FOR20961.000000FORS000005160OLINK HOLDING AB680710100US680710100004/19/2024Determination of fees for the Auditor.AUDIT-RELATEDISSUER20961.0000000.000000FOR20961.000000FORS000005160OLINK HOLDING AB680710100US680710100004/19/2024Re-election of Jon Hindar as board member.DIRECTOR ELECTIONSISSUER20961.0000000.000000FOR20961.000000FORS000005160OLINK HOLDING AB680710100US680710100004/19/2024Re-election of Jon Heimer as board member.DIRECTOR ELECTIONSISSUER20961.0000000.000000FOR20961.000000FORS000005160OLINK HOLDING AB680710100US680710100004/19/2024Re-election of Solange Bullukian as board member.DIRECTOR ELECTIONSISSUER20961.0000000.000000FOR20961.000000FORS000005160OLINK HOLDING AB680710100US680710100004/19/2024Re-election of Johan Lund as board member.DIRECTOR ELECTIONSISSUER20961.0000000.000000FOR20961.000000FORS000005160OLINK HOLDING AB680710100US680710100004/19/2024Re-election of Nicolas Roelofs as board member.DIRECTOR ELECTIONSISSUER20961.0000000.000000FOR20961.000000FORS000005160OLINK HOLDING AB680710100US680710100004/19/2024Re-election of Tommi Unkuri as board member.DIRECTOR ELECTIONSISSUER20961.0000000.000000FOR20961.000000FORS000005160OLINK HOLDING AB680710100US680710100004/19/2024Re-election of Robert Schueren as board member.DIRECTOR ELECTIONSISSUER20961.0000000.000000FOR20961.000000FORS000005160OLINK HOLDING AB680710100US680710100004/19/2024Re-election of Mary Reumuth as board member.DIRECTOR ELECTIONSISSUER20961.0000000.000000FOR20961.000000FORS000005160OLINK HOLDING AB680710100US680710100004/19/2024Election of Gregory J. Moore as board member.DIRECTOR ELECTIONSISSUER20961.0000000.000000FOR20961.000000FORS000005160OLINK HOLDING AB680710100US680710100004/19/2024Re-election of Jon Hindar as Chairman of the Board of Directors.DIRECTOR ELECTIONSISSUER20961.0000000.000000FOR20961.000000FORS000005160OLINK HOLDING AB680710100US680710100004/19/2024Re-election of Johan PietilA Holmner as deputy board member.DIRECTOR ELECTIONSISSUER20961.0000000.000000FOR20961.000000FORS000005160OLINK HOLDING AB680710100US680710100004/19/2024Election of Auditor in accordance with the Nomination Committee's proposal: Re-election of the auditing firm Ernst & Young AB as Auditor.AUDIT-RELATEDISSUER20961.0000000.000000FOR20961.000000FORS000005160OLINK HOLDING AB680710100US680710100004/19/2024Resolution regarding incentive program ("LTI I 2024") in accordance with the majority shareholders' proposal.COMPENSATIONISSUER20961.0000000.000000FOR20961.000000FORS000005160OLINK HOLDING AB680710100US680710100004/19/2024Resolution regarding incentive program ("LTI II 2024") in accordance with the Board of Directors' proposal.COMPENSATIONISSUER20961.0000000.000000FOR20961.000000FORS000005160OLINK HOLDING AB680710100US680710100004/19/2024Resolution regarding authorization for the Board of Directors to resolve on a new issue in accordance with the Board of Directors' proposal.CAPITAL STRUCTUREISSUER20961.0000000.000000FOR20961.000000FORS000005160TORTOISEECOFIN ACQUISITION CORP. IIIKYG8956E109804/19/2024The Extension Amendment Proposal - RESOLVED, as a special resolution, that the Amended and Restated Memorandum of Association and Articles of Association be amended in the form attached to the proxy statement as Annex A, with immediate effect, in order to extend the date by which the Company has to consummate a Business Combination from April 22, 2024 on a monthly basis up to six (6) times until October 22, 2024 (or such earlier date as determined by the Board).CORPORATE GOVERNANCEISSUER15498.0000000.000000FOR15498.000000FORS000005160TORTOISEECOFIN ACQUISITION CORP. IIIKYG8956E109804/19/2024The Adjournment Proposal - RESOLVED, as an ordinary resolution, that the adjournment of the extraordinary general meeting to a later date or dates to be determined by the chairman of the extraordinary general meeting, or indefinitely, if necessary or convenient, to permit further solicitation and vote of proxies be confirmed, ratified and approved in all respects.CORPORATE GOVERNANCEISSUER15498.0000000.000000FOR15498.000000FORS000005160PEGASUS DIGITAL MOBILITY ACQ CORP.KYG69768102404/22/2024RESOLVED, as an ordinary resolution, that the Business Combination Agreement dated as of May 31, 2023 (as amended by that First Amendment to Business Combination Agreement dated as of September 26, 2023 and as amended by that Second Amendment to Business Combination Agreement dated as of January 29, 2024, and as it may be further amended from time to time, the "Business Combination Agreement") by and among Pegasus Digital Mobility Acquisition Corp. ("Pegasus"), Gebr. Schmid GmbH, a German limited liability company ("Schmid"), Pegasus Topco B.V., a Dutch private liability company (besloten vennootschap met beperkte aansprakelijkheid) (which will be converted into a Dutch public limited liability company (naamloze vennootschap) and renamed SCHMID Group N.V. prior to closing of the Business Combination) ("TopCo"), and Pegasus MergerSub Corp., a Cayman Islands exempted company and wholly-owned subsidiary of TopCo ("Merger Sub") pursuant to which several transactions will occur, and in connection therewith, TopCo will become the ultimate parent company of Schmid and Pegasus (the "Business Combination"), and the consummation of the transactions contemplated thereby each be confirmed, ratified, authorized and approved in all respects.EXTRAORDINARY TRANSACTIONSISSUER1486.0000000.000000FOR1486.000000FORS000005160PEGASUS DIGITAL MOBILITY ACQ CORP.KYG69768102404/22/2024RESOLVED, as a special resolution, that: (a) the Plan of Merger, by and among, Pegasus, Merger Sub and TopCo in the form tabled to the Extraordinary General Meeting (a copy of which is attached to the accompanying proxy statement/prospectus as Annex B, the "Plan of Merger") pursuant to which Pegasus will merge with Merger Sub (the "Merger") so that Pegasus will be the surviving company and all the undertaking, property and liabilities of Merger Sub vest in Pegasus by virtue of such Merger pursuant to the Companies Act (As Revised) of the Cayman Islands, be authorized, approved and confirmed in all respects; (b) Pegasus be authorized to enter into the Plan of Merger; (c) the Plan of Merger be executed by any one director on behalf of Pegasus and any director or delegate or agent thereof be authorized to submit the Plan of Merger, together with any supporting documentation, for registration to the Registrar of Companies of the Cayman Islands; (d) as at the Effective Time (as defined in the Plan of Merger), the memorandum and articles of association of Pegasus as the surviving company will be in the form of the memorandum and articles of association of Pegasus in effect immediately before the Effective Time.EXTRAORDINARY TRANSACTIONSISSUER1486.0000000.000000FOR1486.000000FORS000005160PEGASUS DIGITAL MOBILITY ACQ CORP.KYG69768102404/22/2024RESOLVED, as an ordinary resolution, that the adjournment of the Extraordinary General Meeting to a later date or dates to be determined by the chairman of the Extraordinary General Meeting, if necessary or appropriate, (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, there are insufficient votes for the approval of the Business Combination Proposal or the Merger Proposal, (ii) if holders of Class A ordinary shares, par value US$0.0001 each, of Pegasus (the "Pegasus Class A Ordinary Shares") have elected to redeem an amount of Pegasus Class A Ordinary Shares such that Pegasus would have less than $5,000,001 of net tangible assets, or (iii) where the board of directors of Pegasus has determined it is otherwise necessary, be approved.CORPORATE GOVERNANCEISSUER1486.0000000.000000FOR1486.000000FORS000005160AIMFINITY INVESTMENT CORP. IKYG0135E142004/23/2024PROPOSAL 1 - Charter Amendment Proposal: To approve by way of a special resolution that, the Company's Second Amended and Restated Memorandum and Articles of Association (the "Existing Charter"), which currently provides that the Company has until July 28, 2023 to complete a business combination, and may, by resolutions of the board of directors of the Company (the "Board") if requested by Aimfinity Investment LLC (the "Sponsor"), without the need for further approval of the Company's shareholders, elect to extend the period to consummate a business combination (the "Combination Period") up to nine times, each by an additional one-month extension ("Existing Monthly Extension"), for a total of up to nine months to April 28, 2024, be deleted in their entirety and the substitution in their place of the Third Amended and Restated Memorandum and Articles of Association of the Company which provides that the Company has until April 28, 2024 to complete a business combination, and may by resolutions of the Board if requested by the Sponsor, without the need for further approval of the Company's shareholders, elect to extend the Combination Period up to nine times, each by an additional one-month extension, for a total of up to nine months to January 28, 2025.CORPORATE GOVERNANCEISSUER1345.0000000.000000FOR1345.000000FORS000005160AIMFINITY INVESTMENT CORP. IKYG0135E142004/23/2024PROPOSAL 2 - Adjournment Proposal - To approve by way of an ordinary resolution to adjourn Extraordinary General Meeting to a later date or dates or sine die, if necessary, to permit further solicitation and vote of proxies if, at the time of the Extraordinary General Meeting, there are not sufficient votes for, or otherwise in connection with, the approval of the Charter Amendment Proposal.CORPORATE GOVERNANCEISSUER1345.0000000.000000FOR1345.000000FORS000005160NEWMONT CORPORATION651639106US651639106604/24/2024Election of Directors: Philip Aiken AMDIRECTOR ELECTIONSISSUER1.0000000.000000FOR1.000000FORS000005160NEWMONT CORPORATION651639106US651639106604/24/2024Election of Directors: Gregory H. BoyceDIRECTOR ELECTIONSISSUER1.0000000.000000FOR1.000000FORS000005160NEWMONT CORPORATION651639106US651639106604/24/2024Election of Directors: Bruce R. BrookDIRECTOR ELECTIONSISSUER1.0000000.000000FOR1.000000FORS000005160NEWMONT CORPORATION651639106US651639106604/24/2024Election of Directors: Maura J. ClarkDIRECTOR ELECTIONSISSUER1.0000000.000000FOR1.000000FORS000005160NEWMONT CORPORATION651639106US651639106604/24/2024Election of Directors: Emma FitzGeraldDIRECTOR ELECTIONSISSUER1.0000000.000000FOR1.000000FORS000005160NEWMONT CORPORATION651639106US651639106604/24/2024Election of Directors: Sally-Anne LaymanDIRECTOR ELECTIONSISSUER1.0000000.000000FOR1.000000FORS000005160NEWMONT CORPORATION651639106US651639106604/24/2024Election of Directors: Jose Manuel MaderoDIRECTOR ELECTIONSISSUER1.0000000.000000FOR1.000000FORS000005160NEWMONT CORPORATION651639106US651639106604/24/2024Election of Directors: Rene MedoriDIRECTOR ELECTIONSISSUER1.0000000.000000FOR1.000000FORS000005160NEWMONT CORPORATION651639106US651639106604/24/2024Election of Directors: Jane NelsonDIRECTOR ELECTIONSISSUER1.0000000.000000FOR1.000000FORS000005160NEWMONT CORPORATION651639106US651639106604/24/2024Election of Directors: Thomas R. PalmerDIRECTOR ELECTIONSISSUER1.0000000.000000FOR1.000000FORS000005160NEWMONT CORPORATION651639106US651639106604/24/2024Election of Directors: Julio M. QuintanaDIRECTOR ELECTIONSISSUER1.0000000.000000FOR1.000000FORS000005160NEWMONT CORPORATION651639106US651639106604/24/2024Election of Directors: Susan N. StoryDIRECTOR ELECTIONSISSUER1.0000000.000000FOR1.000000FORS000005160NEWMONT CORPORATION651639106US651639106604/24/2024Approval of the advisory resolution on Newmont's executive compensation.SECTION 14A SAY-ON-PAY VOTESISSUER1.0000000.000000FOR1.000000FORS000005160NEWMONT CORPORATION651639106US651639106604/24/2024Approval of the advisory resolution on Newmont's executive compensation.SECTION 14A SAY-ON-PAY VOTESISSUER1.0000000.000000FOR1.000000FOR1S000005160NEWMONT CORPORATION651639106US651639106604/24/2024Ratification of the Audit Committee's appointment of Ernst and Young LLP as Newmont's independent registered public accounting firm for the fiscal year ended December 31, 2024.AUDIT-RELATEDISSUER1.0000000.000000FOR1.000000FORS000005160MASONITE INTERNATIONAL CORPORATION575385109CA575385109904/25/2024To pass, with or without variation, a special resolution, the full text of which is set forth in Annex B to the accompanying proxy statement (the "Proxy Statement"), approving a statutory arrangement (the "Arrangement") under Division 5 of Part 9 of the Business Corporations Act (British Columbia) involving Masonite International Corporation, as more particularly described in the Proxy Statement (the "Arrangement Resolution");EXTRAORDINARY TRANSACTIONSISSUER11.0000000.000000FOR11.000000FORS000005160MASONITE INTERNATIONAL CORPORATION575385109CA575385109904/25/2024To approve on an advisory (non-binding) basis the compensation that may be paid or become payable to Masonite's named executive officers in connection with the Arrangement (the "Compensation Proposal"); andSECTION 14A SAY-ON-PAY VOTESISSUER11.0000000.000000FOR11.000000FORS000005160MASONITE INTERNATIONAL CORPORATION575385109CA575385109904/25/2024To approve on an advisory (non-binding) basis the compensation that may be paid or become payable to Masonite's named executive officers in connection with the Arrangement (the "Compensation Proposal"); andSECTION 14A SAY-ON-PAY VOTESISSUER11.0000000.000000FOR11.000000FOR1S000005160MASONITE INTERNATIONAL CORPORATION575385109CA575385109904/25/2024To consider and vote on any proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Arrangement at the time of the Special Meeting (the "Adjournment Proposal").CORPORATE GOVERNANCEISSUER11.0000000.000000FOR11.000000FORS000005160NEOGAMES S.A.LU226380302004/25/2024A Proposal ( Merger Proposal ) To Approve (a) Merger Of Anaxi Investments Limited, ( Merger Sub ) A Wholly Owned Indirect Subsidiary Of Aristocrat Leisure Limited, A Company Organized Under The Laws Of Australia ( Parent ) With And Into The Company Following Which Merger Sub Will Cease To Exist As A Separate Legal Entity And The Company Will Be The Surviving Company & Will Become A Wholly Owned Indirect Subsidiary Of Parent, (b) All Other Transactions And Arrangements Contemplated By The Business Combination Agreement.EXTRAORDINARY TRANSACTIONSISSUER1504.0000000.000000FOR1504.000000FORS000005160NEOGAMES S.A.LU226380302004/25/2024A Proposal (the Statutory Plan Of Merger Proposal ) To Approve The Adoption Of The Statutory Plan Of Merger Attached To The Enclosed Shareholder Circular As Annex B (the Statutory Plan Of Merger ) To Be Entered Into By And Between The Company And Merger Sub And Filed With The Cayman Registrar Following Its Approval By Shareholders Of The Company At The Cayman Shareholder Meeting (the Cayman Shareholder Approval ).EXTRAORDINARY TRANSACTIONSISSUER1504.0000000.000000FOR1504.000000FORS000005160NEOGAMES S.A.LU226380302004/25/2024A Proposal (the Waiver Proposal ) To Approve The Waiver Of Any Notice Requirements Under The Memorandum And Articles Of Association Of The Company, Which Are Attached To The Enclosed Shareholder Circular As Annex C (the Continuation Articles ) Or Applicable Law To Calling, Holding And Convening The Cayman Shareholder Meeting (or Any Adjournment, Reconvening Or Postponement Thereof).EXTRAORDINARY TRANSACTIONSISSUER1504.0000000.000000FOR1504.000000FORS000005160TECK RESOURCES LIMITED878742204CA878742204404/25/2024Election Of Director - A.j. BalhuizenDIRECTOR ELECTIONSISSUER3700.0000000.000000FOR3700.000000FORS000005160TECK RESOURCES LIMITED878742204CA878742204404/25/2024Election Of Director - E.c. Dowling, Jr.DIRECTOR ELECTIONSISSUER3700.0000000.000000FOR3700.000000FORS000005160TECK RESOURCES LIMITED878742204CA878742204404/25/2024Election Of Director - N.b. Keevil, IiiDIRECTOR ELECTIONSISSUER3700.0000000.000000FOR3700.000000FORS000005160TECK RESOURCES LIMITED878742204CA878742204404/25/2024Election Of Director - S.a. MurrayDIRECTOR ELECTIONSISSUER3700.0000000.000000FOR3700.000000FORS000005160TECK RESOURCES LIMITED878742204CA878742204404/25/2024Election Of Director - U.m. PowerDIRECTOR ELECTIONSISSUER3700.0000000.000000FOR3700.000000FORS000005160TECK RESOURCES LIMITED878742204CA878742204404/25/2024Election Of Director - J.h. PriceDIRECTOR ELECTIONSISSUER3700.0000000.000000FOR3700.000000FORS000005160TECK RESOURCES LIMITED878742204CA878742204404/25/2024Election Of Director - P.g. SchiodtzDIRECTOR ELECTIONSISSUER3700.0000000.000000FOR3700.000000FORS000005160TECK RESOURCES LIMITED878742204CA878742204404/25/2024Election Of Director - T.r. SniderDIRECTOR ELECTIONSISSUER3700.0000000.000000FOR3700.000000FORS000005160TECK RESOURCES LIMITED878742204CA878742204404/25/2024Election Of Director - S.a. StrunkDIRECTOR ELECTIONSISSUER3700.0000000.000000FOR3700.000000FORS000005160TECK RESOURCES LIMITED878742204CA878742204404/25/2024Election Of Director - Y. YamatoDIRECTOR ELECTIONSISSUER3700.0000000.000000FOR3700.000000FORS000005160TECK RESOURCES LIMITED878742204CA878742204404/25/2024To Appoint Pricewaterhousecoopers Llp As Teck S Auditor And To Authorize The Directors To Fix The Auditor S Remuneration.AUDIT-RELATEDISSUER3700.0000000.000000FOR3700.000000FORS000005160TECK RESOURCES LIMITED878742204CA878742204404/25/2024To Approve An Advisory Resolution On Teck S Approach To Executive Compensation.COMPENSATIONISSUER3700.0000000.000000FOR3700.000000FORS000005160PYROPHYTE ACQUISITION CORP.KYG7308P101904/26/2024The Extension Proposal - as a special resolution, to amend (the "Extension Amendment") Pyrophyte Acquisition Corp.'s (the "Company") Amended and Restated Memorandum and Articles of Association (the "Articles") pursuant to an amendment to the Articles in the form set forth in Annex A of the accompanying proxy statement to extend the date by which the Company must consummate a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination from April 29, 2024 to April 29, 2025 (or such earlier date as determined by the Company's board of directors and included in a public announcement) (the "Extension," and such proposal, the "Extension Proposal"); andCORPORATE GOVERNANCEISSUER6981.0000000.000000FOR6981.000000FORS000005160PYROPHYTE ACQUISITION CORP.KYG7308P101904/26/2024The Adjournment Proposal - as an ordinary resolution, to approve the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary or convenient, 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 Proposal, or if we otherwise determine that additional time is necessary to effectuate the Extension (the "Adjournment Proposal").CORPORATE GOVERNANCEISSUER6981.0000000.000000FOR6981.000000FORS000005160BITE ACQUISITION CORP.09175K105US09175K105104/29/2024The Business Combination Proposal To consider and vote on a proposal to approve and adopt the Business Combination Agreement, dated as of April 29, 2023 (as amended on March 12, 2024 and as may be further amended and/or amended and restated, the "Business Combination Agreement"), by and among Bite, Above Food Ingredients Inc. ("New Above Food"), Above Merger Sub, Inc. and Above Food Corp. ("Above Food"), and the business combination contemplated thereby (the "Business Combination").EXTRAORDINARY TRANSACTIONSISSUER2303.0000000.000000FOR2303.000000FORS000005160BITE ACQUISITION CORP.09175K105US09175K105104/29/2024The Advisory Governance Proposal To consider and vote, on a non-binding, advisory basis, on certain material differences between the bylaws of Above Food in effect immediately prior to the consummation of the Business Combination and the bylaws of New Above Food, the form of which is attached to the accompanying proxy statement/prospectus as Annex C (the "New Above Food Bylaws"), and specifically with respect to certain provisions related to advance notice procedural requirements contained in the New Above Food Bylaws that the holders of New Above Food Common Shares must comply with in order to propose nominations of candidates to be elected as directors to the New Above Food Board or any other proper business to be considered by shareholders at an annual general meeting.CORPORATE GOVERNANCEISSUER2303.0000000.000000FOR2303.000000FORS000005160BITE ACQUISITION CORP.09175K105US09175K105104/29/2024The Adjournment Proposal To consider and vote on a proposal to adjourn the special meeting of stockholders to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting of stockholders, there are not sufficient votes to approve one or more proposals presented to stockholders for vote or if public stockholders have elected to redeem an amount of public shares such that the available cash condition to the closing of the Business Combination would not be satisfied.CORPORATE GOVERNANCEISSUER2303.0000000.000000FOR2303.000000FORS000005160CLIMATEROCKKYG2311X100704/29/2024The Extension Amendment Proposal - "RESOLVED, as a special resolution, that, subject to and conditional upon the approval of the Liquidation Amendment Proposal, the date by which ClimateRock would be required to consummate a business combination be extended from May 2, 2024 to May 2, 2025 (or such earlier date as determined by the Board in its sole discretion) and the amendment to the amended and restated memorandum and articles of association of the Company, a copy of which is attached to the proxy statement as Annex A, be and is hereby adopted, in each case with effect from such date as the Directors of the Company may determine."CORPORATE GOVERNANCEISSUER1747.0000000.000000FOR1747.000000FORS000005160CLIMATEROCKKYG2311X100704/29/2024The Liquidation Amendment Proposal - "RESOLVED, as a special resolution, that subject to and conditional upon the approval of the Extension Amendment Proposal, the board of directors of the Company, in its sole discretion, is authorized to elect to wind up the operations of the Company on a date prior to May 2, 2025 and the amendment to the amended and restated memorandum and articles of association of the Company, a copy of which is attached to the proxy statement as Annex A, be and is hereby adopted, in each case with effect from such date as the Directors of the Company may determine."EXTRAORDINARY TRANSACTIONSISSUER1747.0000000.000000FOR1747.000000FORS000005160CLIMATEROCKKYG2311X100704/29/2024The Auditor Ratification Proposal - "RESOLVED, as an ordinary resolution, that the selection of UHY LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024 be and is hereby confirmed, ratified and approved in all respects."AUDIT-RELATEDISSUER1747.0000000.000000FOR1747.000000FORS000005160CLIMATEROCKKYG2311X100704/29/2024The Adjournment Proposal - "RESOLVED, as an ordinary resolution, that the adjournment of the Meeting to a later date or dates, to be determined by the chairman of the Meeting, 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 any of the foregoing proposals be confirmed, adopted, approved and ratified in all respects."CORPORATE GOVERNANCEISSUER1747.0000000.000000FOR1747.000000FORS000005160PROJECT ENERGY REIMAGINED ACQ CORPKYG72556106504/29/2024The Extension Amendment Proposal To amend the Company's amended and restated memorandum and articles of association, as amended, by way of special resolution, in the form set forth as Annex A to the accompanying proxy statement, to extend the date by which the Company must consummate an initial business combination from May 2, 2024 (the "Current Termination Date") to August 2, 2024, or such earlier date as determined by the Company's board of directors (the "Board"), for a total extension of up to three months after the Current Termination Date (the "Extension Amendment Proposal").CORPORATE GOVERNANCEISSUER6859.0000000.000000FOR6859.000000FORS000005160PROJECT ENERGY REIMAGINED ACQ CORPKYG72556106504/29/2024The Adjournment Proposal To direct, by way of ordinary resolution, the chairman of the Extraordinary General Meeting to adjourn the Extraordinary General Meeting to a later date or dates or indefinitely, if necessary or convenient, to permit further solicitation and vote of proxies if, (i) based upon the tabulated vote at the time of the Extraordinary General Meeting, there are not sufficient votes to approve the Extension Amendment Proposal, (ii) the holders of public shares have elected to redeem an amount of shares such that the Company would not adhere to the continued listing requirements of The Nasdaq Stock Market LLC or (iii) the Board determines before the Extraordinary General Meeting that it is not necessary or no longer desirable to proceed with the Extension Amendment Proposal.CORPORATE GOVERNANCEISSUER6859.0000000.000000FOR6859.000000FORS000005160PLUTONIAN ACQUISITION CORP.72942P104US72942P104904/30/2024The Business Combination Proposal - a proposal to approve and adopt the Merger Agreement and the Mergers.EXTRAORDINARY TRANSACTIONSISSUER2377.0000000.000000FOR2377.000000FORS000005160PLUTONIAN ACQUISITION CORP.72942P104US72942P104904/30/2024The Redomestication Proposal - a proposal to approve the "redomestication" from Delaware to Cayman Islands that will take place with respect to the new public holding company pursuant to the terms of the Merger Agreement.EXTRAORDINARY TRANSACTIONSCORPORATE GOVERNANCEISSUER2377.0000000.000000FOR2377.000000FORS000005160PLUTONIAN ACQUISITION CORP.72942P104US72942P104904/30/2024The Merger Issuance Proposal - a proposal to approve, for purposes of complying with applicable listing rules of Nasdaq, or Nasdaq Listing Rules, the issuance of more than 20% of the current total issued and outstanding PubCo Ordinary Shares pursuant to the terms of the Merger Agreement.EXTRAORDINARY TRANSACTIONSISSUER2377.0000000.000000FOR2377.000000FORS000005160PLUTONIAN ACQUISITION CORP.72942P104US72942P104904/30/2024The PubCo Charter Proposal a proposal - a proposal to amend PubCo's memorandum and articles of association.CORPORATE GOVERNANCEISSUER2377.0000000.000000FOR2377.000000FORS000005160PLUTONIAN ACQUISITION CORP.72942P104US72942P104904/30/2024The NTA Requirement Amendment Proposal - a proposal to amend the Amended and Restated Certificate of Incorporation of Plutonian to delete Article SIXTH D from the Charter, which provides: "The Corporation will not consummate any Business Combination unless it has net tangible assets of at least $5,000,001 upon consummation of such Business Combination."CAPITAL STRUCTUREISSUER2377.0000000.000000FOR2377.000000FORS000005160PLUTONIAN ACQUISITION CORP.72942P104US72942P104904/30/2024The Adjournment Proposal - a proposal to approve the adjournment of the special 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 any or all of the proposals.CORPORATE GOVERNANCEISSUER2377.0000000.000000FOR2377.000000FORS000005160UNITED STATES STEEL CORPORATION912909108US912909108104/30/2024Election of Directors: Tracy A. AtkinsonDIRECTOR ELECTIONSISSUER26196.0000000.000000FOR26196.000000FORS000005160UNITED STATES STEEL CORPORATION912909108US912909108104/30/2024Election of Directors: Andrea J. AyersDIRECTOR ELECTIONSISSUER26196.0000000.000000FOR26196.000000FORS000005160UNITED STATES STEEL CORPORATION912909108US912909108104/30/2024Election of Directors: David B. BurrittDIRECTOR ELECTIONSISSUER26196.0000000.000000FOR26196.000000FORS000005160UNITED STATES STEEL CORPORATION912909108US912909108104/30/2024Election of Directors: Alicia J. DavisDIRECTOR ELECTIONSISSUER26196.0000000.000000FOR26196.000000FORS000005160UNITED STATES STEEL CORPORATION912909108US912909108104/30/2024Election of Directors: Terry L. DunlapDIRECTOR ELECTIONSISSUER26196.0000000.000000FOR26196.000000FORS000005160UNITED STATES STEEL CORPORATION912909108US912909108104/30/2024Election of Directors: John J. EngelDIRECTOR ELECTIONSISSUER26196.0000000.000000FOR26196.000000FORS000005160UNITED STATES STEEL CORPORATION912909108US912909108104/30/2024Election of Directors: John V. FaraciDIRECTOR ELECTIONSISSUER26196.0000000.000000FOR26196.000000FORS000005160UNITED STATES STEEL CORPORATION912909108US912909108104/30/2024Election of Directors: Murry S. GerberDIRECTOR ELECTIONSISSUER26196.0000000.000000FOR26196.000000FORS000005160UNITED STATES STEEL CORPORATION912909108US912909108104/30/2024Election of Directors: Jeh C. JohnsonDIRECTOR ELECTIONSISSUER26196.0000000.000000FOR26196.000000FORS000005160UNITED STATES STEEL CORPORATION912909108US912909108104/30/2024Election of Directors: Paul A. MascarenasDIRECTOR ELECTIONSISSUER26196.0000000.000000FOR26196.000000FORS000005160UNITED STATES STEEL CORPORATION912909108US912909108104/30/2024Election of Directors: Michael H. McGarryDIRECTOR ELECTIONSISSUER26196.0000000.000000FOR26196.000000FORS000005160UNITED STATES STEEL CORPORATION912909108US912909108104/30/2024Election of Directors: David S. SutherlandDIRECTOR ELECTIONSISSUER26196.0000000.000000FOR26196.000000FORS000005160UNITED STATES STEEL CORPORATION912909108US912909108104/30/2024Election of Directors: Patricia A. TraceyDIRECTOR ELECTIONSISSUER26196.0000000.000000FOR26196.000000FORS000005160UNITED STATES STEEL CORPORATION912909108US912909108104/30/2024Approval, in a non-binding advisory vote, of the compensation of our Named Executive Officers (Say-on-Pay)SECTION 14A SAY-ON-PAY VOTESISSUER26196.0000000.000000FOR26196.000000FORS000005160UNITED STATES STEEL CORPORATION912909108US912909108104/30/2024Approval, in a non-binding advisory vote, of the compensation of our Named Executive Officers (Say-on-Pay)SECTION 14A SAY-ON-PAY VOTESISSUER26196.0000000.000000FOR26196.000000FOR1S000005160UNITED STATES STEEL CORPORATION912909108US912909108104/30/2024Ratification of appointment of PricewaterhouseCoopers LLP as independent registered public accounting firmAUDIT-RELATEDISSUER26196.0000000.000000FOR26196.000000FORS000005160NEOGAMES S.A.LU226380302005/02/2024A Proposal (the Re-continuation Proposal ) To Approve (a) The Transfer Of The Company S Statutory Seat, Registered Office, And Central Administration From The Cayman Islands To The Grand Duchy Of Luxembourg And Change Its Nationality And Its Legal Form As A Cayman Islands Exempted Company To A Luxembourg Law Governed Public Limited Liability Company & Effective As Of The Date Of The Second Luxembourg Shareholder Meeting.EXTRAORDINARY TRANSACTIONSCORPORATE GOVERNANCEISSUER1504.0000000.000000FOR1504.000000FORS000005160NEOGAMES S.A.LU226380302005/02/2024A Proposal To Elect The Candidate As Member Of The Board Of Director: Mr. Steve CappDIRECTOR ELECTIONSISSUER1504.0000000.000000FOR1504.000000FORS000005160NEOGAMES S.A.LU226380302005/02/2024A Proposal To Elect The Candidate As Member Of The Board Of Director: Mr. Aharon AranDIRECTOR ELECTIONSISSUER1504.0000000.000000FOR1504.000000FORS000005160NEOGAMES S.A.LU226380302005/02/2024A Proposal To Elect The Candidate As Member Of The Board Of Director: Mr. Moti MalulDIRECTOR ELECTIONSISSUER1504.0000000.000000FOR1504.000000FORS000005160NEOGAMES S.A.LU226380302005/02/2024A Proposal To Elect The Candidate As Member Of The Board Of Director: Mr. Barak MatalonDIRECTOR ELECTIONSISSUER1504.0000000.000000FOR1504.000000FORS000005160NEOGAMES S.A.LU226380302005/02/2024A Proposal To Elect The Candidates As Members Of The Board Of Director: Mr. Laurent TeitgenDIRECTOR ELECTIONSISSUER1504.0000000.000000FOR1504.000000FORS000005160NEOGAMES S.A.LU226380302005/02/2024A Proposal To Elect The Candidate As Member Of The Board Of Director And Chair: Mr. John E. Taylor, Jr.DIRECTOR ELECTIONSISSUER1504.0000000.000000FOR1504.000000FORS000005160NEOGAMES S.A.LU226380302005/02/2024A Proposal (the Auditors Approval Proposal ) To Approve The Appointment Of Atwell As The Luxembourg Statutory Auditor (r Viseur D Entreprises Agr ) Of The Company And Of Ziv Haft, Certified Public Accountants, Isr., Bdo Member Firm, As Independent Registered Certified Public Accounting Firm For The Period Starting At The Date Of The Second Luxembourg Shareholder Meeting And Ending At The General Meeting Approving The Annual Accounts For The Financial Year Ending December 31, 2024.AUDIT-RELATEDISSUER1504.0000000.000000FOR1504.000000FORS000005160NEOGAMES S.A.LU226380302005/02/2024A Proposal (the Filing Authorization Proposal ) To Authorize And Empower Allen & Overy, Soci T En Commandite Simple, Registered On List V Of The Luxembourg Bar, To Execute And Deliver, On Behalf Of The Company And With Full Power Of Substitution, Any Documents Necessary Or Useful In Connection With Any Filings And Registrations Required By The Luxembourg Laws.CORPORATE GOVERNANCEISSUER1504.0000000.000000FOR1504.000000FORS000005160SCREAMING EAGLE ACQUISITION CORP.KYG79407121005/07/2024Warrant Agreement Amendment Proposal - A proposal to approve and adopt an amendment to the terms of the warrant agreement that governs all of SEAC's warrants (the "SEAC Warrant Agreement") to provide that, before the SEAC Merger, each of the then outstanding whole public warrants of SEAC (such warrants being the warrants of SEAC issued in SEAC's initial public offering that was consummated on January 10, 2022, which entitle the holder thereof to purchase one Class A ordinary shares, par value $0.0001 per share, of SEAC, at an exercise price of $11.50 per share (the "SEAC Public Warrants")), will be exchanged by such holder for cash in the amount of $0.50 per whole SEAC Public Warrant (the "SEAC Warrant Agreement Amendment"). The SEAC Warrant Agreement Amendment will be contingent upon the SEAC Shareholder Approval and consummation of the Business Combination.OTHERBondholder-related matterISSUER3205.0000000.000000FOR3205.000000FORS000005160SCREAMING EAGLE ACQUISITION CORP.KYG79407121005/07/2024Warrantholder Adjournment Proposal - If put to SEAC Public Warrantholders for a vote, a proposal to approve, by Ordinary Resolution, the adjournment of the SEAC Public Warrantholders' Meeting to a later date or dates, if necessary or appropriate, 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 Warrant Agreement Amendment Proposal or SEAC determines that one or more of the Closing conditions under the Business Combination Agreement is not satisfied or waived.OTHERBondholder-related matterISSUER3205.0000000.000000FOR3205.000000FORS000005160DISCOVER FINANCIAL SERVICES254709108US254709108005/09/2024Election of Directors: Candace H. DuncanDIRECTOR ELECTIONSISSUER854.0000000.000000FOR854.000000FORS000005160DISCOVER FINANCIAL SERVICES254709108US254709108005/09/2024Election of Directors: Joseph F. EazorDIRECTOR ELECTIONSISSUER854.0000000.000000FOR854.000000FORS000005160DISCOVER FINANCIAL SERVICES254709108US254709108005/09/2024Election of Directors: Kathy L. LonowskiDIRECTOR ELECTIONSISSUER854.0000000.000000FOR854.000000FORS000005160DISCOVER FINANCIAL SERVICES254709108US254709108005/09/2024Election of Directors: Thomas G. MaherasDIRECTOR ELECTIONSISSUER854.0000000.000000FOR854.000000FORS000005160DISCOVER FINANCIAL SERVICES254709108US254709108005/09/2024Election of Directors: Daniela O'Leary-GillDIRECTOR ELECTIONSISSUER854.0000000.000000FOR854.000000FORS000005160DISCOVER FINANCIAL SERVICES254709108US254709108005/09/2024Election of Directors: John B. OwenDIRECTOR ELECTIONSISSUER854.0000000.000000FOR854.000000FORS000005160DISCOVER FINANCIAL SERVICES254709108US254709108005/09/2024Election of Directors: David L. Rawlinson IIDIRECTOR ELECTIONSISSUER854.0000000.000000FOR854.000000FORS000005160DISCOVER FINANCIAL SERVICES254709108US254709108005/09/2024Election Of Director: Michael G. RhodesOTHERUndefinedISSUER854.0000000.000000FOR854.000000FORS000005160DISCOVER FINANCIAL SERVICES254709108US254709108005/09/2024Election of Directors: J. Michael ShepherdDIRECTOR ELECTIONSISSUER854.0000000.000000FOR854.000000FORS000005160DISCOVER FINANCIAL SERVICES254709108US254709108005/09/2024Election of Directors: Beverley A. SibbliesDIRECTOR ELECTIONSISSUER854.0000000.000000FOR854.000000FORS000005160DISCOVER FINANCIAL SERVICES254709108US254709108005/09/2024Election of Directors: Jennifer L. WongDIRECTOR ELECTIONSISSUER854.0000000.000000FOR854.000000FORS000005160DISCOVER FINANCIAL SERVICES254709108US254709108005/09/2024Advisory vote to approve named executive officer compensation:SECTION 14A SAY-ON-PAY VOTESISSUER854.0000000.000000FOR854.000000FORS000005160DISCOVER FINANCIAL SERVICES254709108US254709108005/09/2024Advisory vote to approve named executive officer compensation:SECTION 14A SAY-ON-PAY VOTESISSUER854.0000000.000000FOR854.000000FOR1S000005160DISCOVER FINANCIAL SERVICES254709108US254709108005/09/2024To ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm:AUDIT-RELATEDISSUER854.0000000.000000FOR854.000000FORS000005160EVERGREEN CORPORATIONKYG3312W109605/09/2024Extension Amendment Proposal - "RESOLVED, as a special resolution, that the Amended and Restated Articles of Association (a copy of which is attached to this proxy statement as Annex A), be and is hereby adopted as the articles of association of the Company in substitution for and to the exclusion of the Company's existing articles of association."CORPORATE GOVERNANCEISSUER2472.0000000.000000AGAINST2472.000000AGAINSTS000005160EVERGREEN CORPORATIONKYG3312W109605/09/2024The Trust Agreement Amendment Proposal - To approve an amendment to the Company's Investment Management Trust Agreement, dated February 8, 2022, by and between EVGR and Continental Stock Transfer & Trust Company, allowing EVGR to extend the Business Combination Period up to nine (9) times for an additional one (1) month each time from May 11, 2024 to February 11, 2025 by depositing into the trust account, for each one-month extension, the lesser of (a) $50,000 and (b) $0.04 for each Class A ordinary share issued and outstanding after giving effect to the Redemption.CORPORATE GOVERNANCEISSUER2472.0000000.000000AGAINST2472.000000AGAINSTS000005160EVERGREEN CORPORATIONKYG3312W109605/09/2024The Adjournment Proposal - To adjourn the special meeting of EVGR shareholders to a later date or dates, if necessary, to permit further solicitation and vote of Proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve the Extension Amendment Proposal.CORPORATE GOVERNANCEISSUER2472.0000000.000000AGAINST2472.000000AGAINSTS000005160HESS CORPORATION42809H107US42809H107705/15/2024Election of twelve director nominees to serve for a one-year term expiring in 2025: T.J. CHECKIDIRECTOR ELECTIONSISSUER17318.0000000.000000FOR17318.000000FORS000005160HESS CORPORATION42809H107US42809H107705/15/2024Election of twelve director nominees to serve for a one-year term expiring in 2025: L.S. COLEMAN, JR.DIRECTOR ELECTIONSISSUER17318.0000000.000000FOR17318.000000FORS000005160HESS CORPORATION42809H107US42809H107705/15/2024Election of twelve director nominees to serve for a one-year term expiring in 2025: L. GLATCHDIRECTOR ELECTIONSISSUER17318.0000000.000000FOR17318.000000FORS000005160HESS CORPORATION42809H107US42809H107705/15/2024Election of twelve director nominees to serve for a one-year term expiring in 2025: J.B. HESSDIRECTOR ELECTIONSISSUER17318.0000000.000000FOR17318.000000FORS000005160HESS CORPORATION42809H107US42809H107705/15/2024Election of twelve director nominees to serve for a one-year term expiring in 2025: E.E. HOLIDAYDIRECTOR ELECTIONSISSUER17318.0000000.000000FOR17318.000000FORS000005160HESS CORPORATION42809H107US42809H107705/15/2024Election of twelve director nominees to serve for a one-year term expiring in 2025: M.S. LIPSCHULTZDIRECTOR ELECTIONSISSUER17318.0000000.000000FOR17318.000000FORS000005160HESS CORPORATION42809H107US42809H107705/15/2024Election of twelve director nominees to serve for a one-year term expiring in 2025: R.J. MCGUIREDIRECTOR ELECTIONSISSUER17318.0000000.000000FOR17318.000000FORS000005160HESS CORPORATION42809H107US42809H107705/15/2024Election of twelve director nominees to serve for a one-year term expiring in 2025: D. MCMANUSDIRECTOR ELECTIONSISSUER17318.0000000.000000FOR17318.000000FORS000005160HESS CORPORATION42809H107US42809H107705/15/2024Election of twelve director nominees to serve for a one-year term expiring in 2025: K.O. MEYERSDIRECTOR ELECTIONSISSUER17318.0000000.000000FOR17318.000000FORS000005160HESS CORPORATION42809H107US42809H107705/15/2024Election of twelve director nominees to serve for a one-year term expiring in 2025: K.F. OVELMENDIRECTOR ELECTIONSISSUER17318.0000000.000000FOR17318.000000FORS000005160HESS CORPORATION42809H107US42809H107705/15/2024Election of twelve director nominees to serve for a one-year term expiring in 2025: J.H. QUIGLEYDIRECTOR ELECTIONSISSUER17318.0000000.000000FOR17318.000000FORS000005160HESS CORPORATION42809H107US42809H107705/15/2024Election of twelve director nominees to serve for a one-year term expiring in 2025: W.G. SCHRADERDIRECTOR ELECTIONSISSUER17318.0000000.000000FOR17318.000000FORS000005160HESS CORPORATION42809H107US42809H107705/15/2024Advisory approval of the compensation of our named executive officers.SECTION 14A SAY-ON-PAY VOTESISSUER17318.0000000.000000FOR17318.000000FORS000005160HESS CORPORATION42809H107US42809H107705/15/2024Advisory approval of the compensation of our named executive officers.SECTION 14A SAY-ON-PAY VOTESISSUER17318.0000000.000000FOR17318.000000FOR1S000005160HESS CORPORATION42809H107US42809H107705/15/2024Ratification of the selection of Ernst & Young LLP as our independent registered public accountants for the year ending December 31, 2024.AUDIT-RELATEDISSUER17318.0000000.000000FOR17318.000000FORS000005160BATTERY FUTURE ACQUISITION CORP.KYG0888J108505/17/2024Extension Amendment Proposal Amend the Company's Third Amended and Restated Memorandum and Articles of Association to extend the date that the Company has to consummate a business combination to June 17, 2025 or such earlier liquidation and dissolution date as the Company's board of directors may approve.CORPORATE GOVERNANCEISSUER3113.0000000.000000FOR3113.000000FORS000005160BATTERY FUTURE ACQUISITION CORP.KYG0888J108505/17/2024Director Election Proposal Approve the re-election of Wei Qian as a Class I director.DIRECTOR ELECTIONSISSUER3113.0000000.000000FOR3113.000000FORS000005160BATTERY FUTURE ACQUISITION CORP.KYG0888J108505/17/2024Adjournment Proposal Approve the adjournment of the special meeting to a later date or dates, if the Company determines that additional time is necessary to effectuate the Extension.CORPORATE GOVERNANCEISSUER3113.0000000.000000FOR3113.000000FORS000005160INVESTCORP EUROPE ACQUISITION CORP. IKYG4923T105805/21/2024THE EXTENSION AMENDMENT PROPOSAL - TO APPROVE, AS A SPECIAL RESOLUTION, THE AMENDMENT OF THE COMPANY'S AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION (THE "ARTICLES") TO EXTEND THE DATE BY WHICH THE COMPANY MUST (1) CONSUMMATE A MERGER, SHARE EXCHANGE, ASSET ACQUISITION, SHARE PURCHASE, REORGANIZATION OR SIMILAR BUSINESS COMBINATION WITH ONE OR MORE BUSINESSES OR ENTITIES FROM JUNE 17, 2024 TO DECEMBER 17, 2024:CORPORATE GOVERNANCEISSUER9078.0000000.000000FOR9078.000000FORS000005160INVESTCORP EUROPE ACQUISITION CORP. IKYG4923T105805/21/2024THE ADJOURNMENT PROPOSAL - TO APPROVE, AS AN ORDINARY RESOLUTION, THE ADJOURNMENT OF THE EXTRAORDINARY GENERAL MEETING TO A LATER DATE OR DATES OR INDEFINITELY, IF NECESSARY OR CONVENIENT, EITHER (X) 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 FOREGOING PROPOSAL OR (Y) IF OUR BOARD DETERMINES BEFORE THE EXTRAORDINARY GENERAL MEETING THAT IT IS NOT NECESSARY OR NO LONGER DESIRABLE TO PROCEED WITH THE OTHER PROPOSAL.CORPORATE GOVERNANCEISSUER9078.0000000.000000FOR9078.000000FORS000005160POWERUP ACQUISITION CORP.KYG7207P103705/21/2024The Extension Amendment Proposal - A special resolution to extend the date by which the Company must consummate an initial business combination from May 23, 2024 to February 17, 2025 by amending the Company's Amended and Restated Memorandum and Articles of Association in the form of amendment set forth in Annex A of the accompanying proxy statement.CORPORATE GOVERNANCEISSUER353.0000000.000000FOR353.000000FORS000005160POWERUP ACQUISITION CORP.KYG7207P103705/21/2024The NTA Proposal - A special resolution to remove the requirements limiting the Company's ability to consummate an initial business combination if it would have less than $5,000,001 in net tangible assets prior to or upon consummation of such initial business combination by amending the Company's Amended and Restated Memorandum and Articles of Association.CAPITAL STRUCTUREISSUER353.0000000.000000FOR353.000000FORS000005160POWERUP ACQUISITION CORP.KYG7207P103705/21/2024The Adjournment Proposal - An ordinary resolution to adjourn the extraordinary general meeting of shareholders to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the extraordinary general meeting, there are not sufficient votes to approve the Extension Amendment Proposal.CORPORATE GOVERNANCEISSUER353.0000000.000000FOR353.000000FORS000005160ANSYS, INC.03662Q105US03662Q105805/22/2024Proposal to adopt the Agreement and Plan of Merger (the "merger agreement"), dated as of January 15, 2024, by and between ANSYS, Inc. ("Ansys"), Synopsys, Inc. and ALTA Acquisition Corp., as it may be amended from time to time (the "merger agreement proposal").EXTRAORDINARY TRANSACTIONSISSUER166.0000000.000000FOR166.000000FORS000005160ANSYS, INC.03662Q105US03662Q105805/22/2024Proposal to approve, on a non-binding, advisory basis, the merger-related compensation that will or may be paid to Ansys' named executive officers in connection with the transactions contemplated by the merger agreement (the "compensation proposal").SECTION 14A SAY-ON-PAY VOTESISSUER166.0000000.000000FOR166.000000FORS000005160ANSYS, INC.03662Q105US03662Q105805/22/2024Proposal to approve, on a non-binding, advisory basis, the merger-related compensation that will or may be paid to Ansys' named executive officers in connection with the transactions contemplated by the merger agreement (the "compensation proposal").SECTION 14A SAY-ON-PAY VOTESISSUER166.0000000.000000FOR166.000000FOR1S000005160ANSYS, INC.03662Q105US03662Q105805/22/2024Proposal to approve the adjournment of the special meeting to solicit additional proxies if there are not sufficient votes at the time of the special meeting to approve the merger agreement proposal or to ensure that any supplement or amendment to the accompanying proxy statement/prospectus is timely provided to Ansys stockholders (the "adjournment proposal").CORPORATE GOVERNANCEISSUER166.0000000.000000FOR166.000000FORS000005160ENERPLUS CORPORATION292766102CA292766102505/24/2024To Consider, And If Deemed Advisable, To Pass, With Or Without Variation, A Special Resolution, The Full Text Of Which Is Set Forth In Appendix A To The Accompanying Management Information Circular And Proxy Statement Of Enerplus Dated April 23, 2024 (the Information Circular ), Approving An Arrangement Under Section 193 Of The Business Corporations Act (alberta) Involving Enerplus, Chord Energy Corporation ( Chord ), Spark Acquisition Ulc, A Wholly Owned Subsidiary Of Chord ( Acquireco ), And The Shareholders, Whereby, Among Other Things Chord Will, Through Acquireco, Acquire All Of The Issued And Outstanding Common Shares Of The Corporation, All As More Particularly Described In The Information Circular.EXTRAORDINARY TRANSACTIONSISSUER4861.0000000.000000FOR4861.000000FORS000005160INHIBRX, INC.45720L107US45720L107005/24/2024To adopt (i) the Agreement and Plan of Merger, dated as of January 22, 2024 (the "Merger Agreement"), as it may be amended from time to time, by and among Inhibrx, Inc. (the "Company"), Aventis Inc. ("Parent"), and Art Acquisition Sub, Inc. and (ii) the Distribution Agreement, dated as of January 22, 2024 (the "Distribution Agreement"), as it may be amended from time to time, by and among the Company, Parent (solely for certain sections set forth therein) and Inhibrx Biosciences, Inc. ("SpinCo").EXTRAORDINARY TRANSACTIONSISSUER2449.0000000.000000FOR2449.000000FORS000005160INHIBRX, INC.45720L107US45720L107005/24/2024To adjourn the Special Meeting, if necessary, desirable or appropriate, to solicit additional proxies if, at the time of the Special Meeting, there are an insufficient number of votes in favor of adopting the Merger Agreement and the Distribution Agreement.CORPORATE GOVERNANCEISSUER2449.0000000.000000FOR2449.000000FORS000005160INHIBRX, INC.45720L107US45720L107005/24/2024To approve, by non-binding, advisory vote, certain compensation that may become payable to the Company's named executive officers in connection with the transactions contemplated by the Merger Agreement and Distribution Agreement.SECTION 14A SAY-ON-PAY VOTESISSUER2449.0000000.000000FOR2449.000000FORS000005160INHIBRX, INC.45720L107US45720L107005/24/2024To approve, by non-binding, advisory vote, certain compensation that may become payable to the Company's named executive officers in connection with the transactions contemplated by the Merger Agreement and Distribution Agreement.SECTION 14A SAY-ON-PAY VOTESISSUER2449.0000000.000000FOR2449.000000FOR1S000005160NUVEI CORPORATION67079A102CA67079A102105/24/2024Election Of Director - Philip FayerDIRECTOR ELECTIONSISSUER2963.0000000.000000FOR2963.000000FORS000005160NUVEI CORPORATION67079A102CA67079A102105/24/2024Election Of Director - Timothy A. DentDIRECTOR ELECTIONSISSUER2963.0000000.000000FOR2963.000000FORS000005160NUVEI CORPORATION67079A102CA67079A102105/24/2024Election Of Director - Maren Hwei Chyun LauDIRECTOR ELECTIONSISSUER2963.0000000.000000FOR2963.000000FORS000005160NUVEI CORPORATION67079A102CA67079A102105/24/2024Election Of Director - David LewinDIRECTOR ELECTIONSISSUER2963.0000000.000000FOR2963.000000FORS000005160NUVEI CORPORATION67079A102CA67079A102105/24/2024Election Of Director - Daniela MielkeDIRECTOR ELECTIONSISSUER2963.0000000.000000FOR2963.000000FORS000005160NUVEI CORPORATION67079A102CA67079A102105/24/2024Election Of Director - Pascal TremblayDIRECTOR ELECTIONSISSUER2963.0000000.000000FOR2963.000000FORS000005160NUVEI CORPORATION67079A102CA67079A102105/24/2024Election Of Director - Samir ZabanehDIRECTOR ELECTIONSISSUER2963.0000000.000000FOR2963.000000FORS000005160NUVEI CORPORATION67079A102CA67079A102105/24/2024Election Of Director - Coretha RushingDIRECTOR ELECTIONSISSUER2963.0000000.000000FOR2963.000000FORS000005160NUVEI CORPORATION67079A102CA67079A102105/24/2024To Appoint Pricewaterhousecoopers Llp As Auditors Of The Company And To Authorize The Board Of Directors Of The Company To Fix The Auditors Remuneration.AUDIT-RELATEDISSUER2963.0000000.000000FOR2963.000000FORS000005160BLUE WORLD ACQUISITION CORPORATIONKYG1263E102605/28/2024PROPOSAL 1 - The Business Combination Proposal: To approve by way of an ordinary resolution a proposal to (a) adopt and approve the Agreement and Plan of Merger (the "Business Combination Agreement") by and among BWAQ, TOYO Co., Ltd, TOYOone Limited ("Merger Sub"), TOPTOYO INVESTMENT PTE. LTD., Vietnam Sunergy Cell Company Limited, Vietnam Sunergy Joint Stock Company, Fuji Solar Co., Ltd, WA Global Corporation, Belta Technology Company Limited, and BestToYo Technology Company Limited and other Transaction Documents, and (b) approve the transactions contemplated under the Business Combination Agreement.EXTRAORDINARY TRANSACTIONSISSUER1628.0000000.000000FOR1628.000000FORS000005160BLUE WORLD ACQUISITION CORPORATIONKYG1263E102605/28/2024PROPOSAL 2 - The Merger Proposal - To approve by way of a special resolution a proposal to authorize the Plan of Merger and to authorize the Merger of BWAQ with and into Merger Sub in accordance with the Plan of Merger with Merger Sub being the surviving company following the Merger.EXTRAORDINARY TRANSACTIONSISSUER1628.0000000.000000FOR1628.000000FORS000005160BLUE WORLD ACQUISITION CORPORATIONKYG1263E102605/28/2024PROPOSAL 3 - The Adjournment Proposal - To approve by way of an ordinary resolution to adjourn the Extraordinary General Meeting to a later date or dates or sine die, if necessary, to permit further solicitation and vote of proxies if, at the time of the Extraordinary General Meeting, there are not sufficient votes for, or otherwise in connection with, the approval of the foregoing proposal.CORPORATE GOVERNANCEISSUER1628.0000000.000000FOR1628.000000FORS000005160HESS CORPORATION42809H107US42809H107705/28/2024To adopt the Agreement and Plan of Merger, dated as of October 22, 2023 (as may be amended from time to time, the "merger agreement"), by and among Chevron Corporation, Yankee Merger Sub Inc. and Hess Corporation ("Hess").EXTRAORDINARY TRANSACTIONSISSUER17567.0000000.000000ABSTAIN17567.000000AGAINSTS000005160HESS CORPORATION42809H107US42809H107705/28/2024To approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to Hess' named executive officers that is based on or otherwise related to the merger.SECTION 14A SAY-ON-PAY VOTESISSUER17567.0000000.000000FOR17567.000000FORS000005160HESS CORPORATION42809H107US42809H107705/28/2024To approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to Hess' named executive officers that is based on or otherwise related to the merger.SECTION 14A SAY-ON-PAY VOTESISSUER17567.0000000.000000FOR17567.000000FOR1S000005160HESS CORPORATION42809H107US42809H107705/28/2024To approve the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to adopt the merger agreement.CORPORATE GOVERNANCEISSUER17567.0000000.000000FOR17567.000000FORS000005160BLUE OCEAN ACQUISITION CORP.KYG1330L105905/29/2024The Extension Amendment Proposal Amend the Company's amended and restated memorandum and articles of association to extend the date by which the Company must: (i) consummate an initial business combination; (ii) cease its operations, except for the purpose of winding up, if it fails to complete such initial business combination; and (iii) redeem 100% of the public shares, from the June 7, 2024 to December 7, 2024, by electing to extend the date to consummate an initial business combination on a monthly basis for up to six times by an additional one month each time, unless the closing of an initial business combination has occurred; provided that the Company's sponsor (or its affiliates or permitted designees) will deposit into the trust account necessary funds for each such one-month extension period.CORPORATE GOVERNANCEISSUER5047.0000000.000000FOR5047.000000FORS000005160BLUE OCEAN ACQUISITION CORP.KYG1330L105905/29/2024The Auditor Ratification Proposal Ratify the selection by the audit committee of the board of directors of the Company of Marcum LLP to serve as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024.AUDIT-RELATEDISSUER5047.0000000.000000FOR5047.000000FORS000005160BLUE OCEAN ACQUISITION CORP.KYG1330L105905/29/2024The Adjournment Proposal 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 Auditor Ratification Proposal or if the Board of Directors of the Company determines before the extraordinary general meeting that it is not necessary or no longer desirable to proceed with the other proposals.CORPORATE GOVERNANCEISSUER5047.0000000.000000FOR5047.000000FORS000005160CATALENT, INC.148806102US148806102905/29/2024To adopt and approve the Agreement and Plan of Merger, dated as of February 5, 2024, by and among Catalent, Creek Parent, Inc., and Creek Merger Sub, Inc. (the "Merger" and "Merger Proposal");EXTRAORDINARY TRANSACTIONSISSUER9183.0000000.000000FOR9183.000000FORS000005160CATALENT, INC.148806102US148806102905/29/2024To approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to Catalent's named executive officers that is based on or otherwise relates to the Merger; andSECTION 14A SAY-ON-PAY VOTESISSUER9183.0000000.000000FOR9183.000000FORS000005160CATALENT, INC.148806102US148806102905/29/2024To approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to Catalent's named executive officers that is based on or otherwise relates to the Merger; andSECTION 14A SAY-ON-PAY VOTESISSUER9183.0000000.000000FOR9183.000000FOR1S000005160CATALENT, INC.148806102US148806102905/29/2024To approve one or more adjournments of the Special Meeting, if necessary, to solicit additional proxies if a quorum is not present or there are not sufficient votes cast at the Special Meeting to approve the Merger Proposal.CORPORATE GOVERNANCEISSUER9183.0000000.000000FOR9183.000000FORS000005160SHOCKWAVE MEDICAL, INC.82489T104US82489T104305/29/2024To adopt the Agreement and Plan of Merger (as it may be amended from time to time, the "Merger Agreement"), dated April 4, 2024, by and among Shockwave Medical, Inc., a Delaware corporation ("Shockwave"), Johnson & Johnson, a New Jersey corporation ("Johnson & Johnson"), and Sweep Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Johnson & Johnson ("Merger Sub"), pursuant to which the Merger Sub will merge with and into Shockwave (the "Merger"), with Shockwave surviving the Merger as a wholly owned subsidiary of Johnson & Johnson.EXTRAORDINARY TRANSACTIONSISSUER2084.0000000.000000FOR2084.000000FORS000005160SHOCKWAVE MEDICAL, INC.82489T104US82489T104305/29/2024To approve, on a non-binding advisory basis, the compensation that may be paid or become payable to Shockwave's named executive officers that is based on or otherwise relates to the Merger.SECTION 14A SAY-ON-PAY VOTESISSUER2084.0000000.000000FOR2084.000000FORS000005160SHOCKWAVE MEDICAL, INC.82489T104US82489T104305/29/2024To approve, on a non-binding advisory basis, the compensation that may be paid or become payable to Shockwave's named executive officers that is based on or otherwise relates to the Merger.SECTION 14A SAY-ON-PAY VOTESISSUER2084.0000000.000000FOR2084.000000FOR1S000005160SHOCKWAVE MEDICAL, INC.82489T104US82489T104305/29/2024To adjourn the Special Meeting of Stockholders to a later date or dates as provided in the Merger Agreement, if necessary or appropriate, including to solicit additional votes if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting of Stockholders.CORPORATE GOVERNANCEISSUER2084.0000000.000000FOR2084.000000FORS000005160CONCORD ACQUISITION CORP II20607U108US20607U108805/31/2024The Charter Amendment To amend Concord II's amended and restated certificate of incorporation (the "charter") to extend the date by which Concord II has to consummate a business combination (the "Extension") from June 3, 2024 (the "Termination Date") to March 3, 2025, or such earlier date as may be determined by the board of directors (the "Board") of Concord II (such later date, the "Extended Date").CORPORATE GOVERNANCEISSUER14692.0000000.000000FOR14692.000000FORS000005160CONCORD ACQUISITION CORP II20607U108US20607U108805/31/2024Adjournment of the Meeting To direct the chairman of the special meeting to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve the foregoing proposal.CORPORATE GOVERNANCEISSUER14692.0000000.000000FOR14692.000000FORS000005160VALUENCE MERGER CORP. IKYG9R16L100806/03/2024The Extension Amendment Proposal - as a special resolution to amend the Company's Amended and Restated Memorandum and Articles of Association (the "Charter") pursuant to an amendment to the Charter in the form set forth in Annex A of the accompanying proxy statement to extend (the "New Extension") the date (the "Deadline Date") by which the Company must consummate a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination (a "Business Combination") from June 3, 2024 for an initial two month period to August 3, 2024 and to permit the Company, without another shareholder vote, by resolution of the Company's board of directors (the "Board"), to elect to further extend the Deadline Date up to nineteen (19) additional times for an additional one (1) month each time, provided that VMCA Sponsor, LLC or its designees deposit into the trust account (the "Trust Account") established in connection with the Company's initial public offering ("IPO") (i) on June 4, 2024, with respect to the initial extension, an amount equal to the lesser of (x) $60,000 or (y) $0.03 per public share multiplied by the number of public shares outstanding and (ii) one business day following the public announcement by the Company that the Board has elected to further extend such date for an additional month, an amount equal to the lesser of (x) $30,000 or (y) $0.015 per public share multiplied by the number of public shares outstanding.CORPORATE GOVERNANCEISSUER9978.0000000.000000FOR9978.000000FORS000005160VALUENCE MERGER CORP. IKYG9R16L100806/03/2024The Adjournment Proposal - as an ordinary resolution, to approve the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary or convenient, (i) 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 if we otherwise determine that additional time is necessary or convenient to effectuate the New Extension or (ii) if the Board determines before the Extraordinary General Meeting that it is not necessary or no longer desirable to proceed with the Extension Amendment Proposal.CORPORATE GOVERNANCEISSUER9978.0000000.000000FOR9978.000000FORS000005160JUNIPER NETWORKS, INC.48203R104US48203R104106/04/2024Election of Directors: Anne DelSantoDIRECTOR ELECTIONSISSUER22373.0000000.000000FOR22373.000000FORS000005160JUNIPER NETWORKS, INC.48203R104US48203R104106/04/2024Election of Directors: Kevin DeNuccioDIRECTOR ELECTIONSISSUER22373.0000000.000000FOR22373.000000FORS000005160JUNIPER NETWORKS, INC.48203R104US48203R104106/04/2024Election of Directors: James DolceDIRECTOR ELECTIONSISSUER22373.0000000.000000FOR22373.000000FORS000005160JUNIPER NETWORKS, INC.48203R104US48203R104106/04/2024Election of Directors: Steven FernandezDIRECTOR ELECTIONSISSUER22373.0000000.000000FOR22373.000000FORS000005160JUNIPER NETWORKS, INC.48203R104US48203R104106/04/2024Election of Directors: Christine GorjancDIRECTOR ELECTIONSISSUER22373.0000000.000000FOR22373.000000FORS000005160JUNIPER NETWORKS, INC.48203R104US48203R104106/04/2024Election of Directors: Janet HaugenDIRECTOR ELECTIONSISSUER22373.0000000.000000FOR22373.000000FORS000005160JUNIPER NETWORKS, INC.48203R104US48203R104106/04/2024Election of Directors: Scott KriensDIRECTOR ELECTIONSISSUER22373.0000000.000000FOR22373.000000FORS000005160JUNIPER NETWORKS, INC.48203R104US48203R104106/04/2024Election of Directors: Rahul MerchantDIRECTOR ELECTIONSISSUER22373.0000000.000000FOR22373.000000FORS000005160JUNIPER NETWORKS, INC.48203R104US48203R104106/04/2024Election of Directors: Rami RahimDIRECTOR ELECTIONSISSUER22373.0000000.000000FOR22373.000000FORS000005160JUNIPER NETWORKS, INC.48203R104US48203R104106/04/2024Election of Directors: William StensrudDIRECTOR ELECTIONSISSUER22373.0000000.000000FOR22373.000000FORS000005160JUNIPER NETWORKS, INC.48203R104US48203R104106/04/2024Ratification of Ernst & Young LLP, an independent registered public accounting firm, as our auditors for the fiscal year ending December 31, 2024.AUDIT-RELATEDISSUER22373.0000000.000000FOR22373.000000FORS000005160JUNIPER NETWORKS, INC.48203R104US48203R104106/04/2024Approval of a non-binding advisory resolution on executive compensation.SECTION 14A SAY-ON-PAY VOTESISSUER22373.0000000.000000FOR22373.000000FORS000005160JUNIPER NETWORKS, INC.48203R104US48203R104106/04/2024Approval of a non-binding advisory resolution on executive compensation.SECTION 14A SAY-ON-PAY VOTESISSUER22373.0000000.000000FOR22373.000000FOR1S000005160JUNIPER NETWORKS, INC.48203R104US48203R104106/04/2024Approval of the amendment and restatement of the Juniper Networks, Inc. 2015 Equity Incentive Plan.COMPENSATIONISSUER22373.0000000.000000FOR22373.000000FORS000005160JUNIPER NETWORKS, INC.48203R104US48203R104106/04/2024Approval of the amendment and restatement of the Juniper Networks, Inc. 2008 Employee Stock Purchase Plan.COMPENSATIONISSUER22373.0000000.000000FOR22373.000000FORS000005160PLUM ACQUISITION CORP IKYG7134L126006/04/2024The Business Combination Proposal - To consider and vote upon a proposal to approve by an ordinary resolution under Cayman Islands Companies Law, Plum's entry into the Business Combination Agreement, dated November 27, 2023 (as may be amended, supplemented or otherwise modified from time to time, the "Business Combination Agreement"), by and among Plum, Veea Inc., a Delaware corporation ("Veea" or the "Company") and Plum SPAC Merger Sub, Inc., a Delaware corporation ("Merger Sub"), a copy of which is attached to the proxy statement/prospectus as Annex A, pursuant to which, among other things, following the de-registration of Plum as an exempted company in the Cayman Islands and the continuation and domestication of Plum as a corporation in the State of Delaware (as further noted below), Merger Sub will merge with and into Veea, with Veea as the surviving corporation (the "Surviving Corporation") in such merger (the "Merger") and, as a result of the Merger, Veea will become a wholly owned subsidiary of New Plum. Subject to, and in accordance with the terms and conditions of the Business Combination Agreement and certain related agreements, at Closing, each Existing Veea Share issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive a number of duly authorized, validly issued, fully paid and nonassessable shares of common stock of New Plum ("New Plum Common Stock") in the aggregate equal to $180,000,000, plus the aggregate exercise prices of Veea's in-the-money, vested convertible securities, divided by $10.00, and the holders of New Financing Securities (as defined in this proxy statement/prospectus) will receive shares of New Plum Common Stock in the aggregate equal to the amount raised through the issuance of the New Financing Securities divided by $7.50.EXTRAORDINARY TRANSACTIONSISSUER8198.0000000.000000FOR8198.000000FORS000005160PLUM ACQUISITION CORP IKYG7134L126006/04/2024The Domestication Proposal - To consider and vote upon a proposal, as a special resolution under Cayman Islands Companies Law, that Plum be transferred by way of continuation to Delaware pursuant to Article 47 of Plum's amended and restated memorandum and articles of association, as amended (the "Existing Governing Documents"), Part XII of the Cayman Islands Companies Act, and Section 388 of the General Corporation Law of the State of Delaware and, immediately upon being de-registered in the Cayman Islands, Plum be continued and domesticated as a corporation under the laws of the State of Delaware.EXTRAORDINARY TRANSACTIONSCORPORATE GOVERNANCEISSUER8198.0000000.000000FOR8198.000000FORS000005160PLUM ACQUISITION CORP IKYG7134L126006/04/2024The Charter Proposal - To consider and vote upon a proposal, as a special resolution under Cayman Islands Companies Law, to approve the amendment and restatement of the Existing Governing Documents by their deletion in their entirety and the substitution in their place of the proposed new certificate of incorporation, a copy of which is attached to the proxy statement/prospectus as Annex C (the "Proposed Charter") and the bylaws, a copy of which is attached to the proxy statement/prospectus as Annex D (the "Proposed Bylaws" and, together with the Proposed Charter, the "Proposed Governing Documents") of New Plum, which, if approved, would take effect immediately after the Domestication and pursuant to which inter alia Plum's current Existing Governing Documents would be amended to remove provisions related to our status as a blank check company that will no longer apply upon the consummation of the Business Combination.CORPORATE GOVERNANCEISSUER8198.0000000.000000FOR8198.000000FORS000005160PLUM ACQUISITION CORP IKYG7134L126006/04/2024The Advisory Charter Proposals - to consider and vote, each on an ordinary resolution and on a non-binding advisory basis, upon the following seven (7) separate resolutions to approve material differences between the Proposed Governing Documents and the Existing Governing Documents: To increase the number of authorized shares of Plum from 551,000,000 divided into (i) 500,000,000 Class A ordinary shares, par value $0.0001 per share, 50,000,000 Class B ordinary shares, par value $0.0001 per share, and 1,000,000 preference shares, par value $0.0001 per share, to (ii) 550,000,000 shares of common stock, par value $0.0001 per share, of New Plum and 1,000,000 shares of preferred stock, par value $0.0001 per share, of New Plum.CAPITAL STRUCTUREISSUER8198.0000000.000000FOR8198.000000FORS000005160PLUM ACQUISITION CORP IKYG7134L126006/04/2024To permit removal of a director only for cause and only by the affirmative vote of the holders of at least two-thirds (66 2/3%) of the voting power of all of the outstanding shares of voting stock of New Plum entitled to vote at an election of directors, voting together as a single class.SHAREHOLDER RIGHTS AND DEFENSESISSUER8198.0000000.000000FOR8198.000000FORS000005160PLUM ACQUISITION CORP IKYG7134L126006/04/2024to provide that, subject to the rights of holders of any series of preferred stock, the number of directors will be fixed from time to time by a majority of the board of directors of New Plum (the "New Plum Board").CORPORATE GOVERNANCEISSUER8198.0000000.000000FOR8198.000000FORS000005160PLUM ACQUISITION CORP IKYG7134L126006/04/2024to eliminate the ability of New Plum stockholders to take action by written consent in lieu of a meeting.CORPORATE GOVERNANCEISSUER8198.0000000.000000FOR8198.000000FORS000005160PLUM ACQUISITION CORP IKYG7134L126006/04/2024To provide that the Proposed Bylaws may be amended, altered, repealed or adopted either (x) by the affirmative vote of a majority of the New Plum Board present at any regular or special meeting of the New Plum Board at which a quorum is present or (y) by the approval of at least two-thirds (66 2/3%) of the voting power of all of the then-outstanding shares of voting stock of New Plum.CORPORATE GOVERNANCEISSUER8198.0000000.000000FOR8198.000000FORS000005160PLUM ACQUISITION CORP IKYG7134L126006/04/2024To provide that the Proposed Charter may be amended, altered, repealed or adopted by the approval of at least two-thirds (66 2/3%) of the voting power of all of the then-outstanding shares of voting stock of New Plum for amendments for certain provisions of the Proposed Charter relating to: (i) classification and election of the New Plum Board, removal of directors from office, and filling vacancies on the New Plum Board, (ii) actions taken by the stockholders of New Plum, (iii) exculpation of personal liability of a director of New Plum and indemnification of persons serving as directors or officers of New Plum, (iv) forum for certain legal actions, (v) renunciation of certain corporate opportunities, and (vi) amendments to the Proposed Charter and New Plum Bylaws.CORPORATE GOVERNANCEISSUER8198.0000000.000000FOR8198.000000FORS000005160PLUM ACQUISITION CORP IKYG7134L126006/04/2024To provide that the Court of Chancery for the State of Delaware (or, in the event that the Court of Chancery does not have jurisdiction, the federal district court for the District of Delaware or other state courts of the State of Delaware) will be the sole and exclusive forum for certain stockholder actions, provided that that the exclusive forum provision in the Proposed Charter does not apply to claims arising out of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, for which the federal district courts of the United States are the exclusive forum.SHAREHOLDER RIGHTS AND DEFENSESCORPORATE GOVERNANCEISSUER8198.0000000.000000FOR8198.000000FORS000005160PLUM ACQUISITION CORP IKYG7134L126006/04/2024The Nasdaq Proposal - To consider and vote upon a proposal to approve, as an ordinary resolution under Cayman Islands Companies Law, for the purposes of complying with the applicable provisions of Nasdaq Listing Rule 5635, the issuance of shares of New Plum Common Stock in connection with the Business Combination, plus any additional shares pursuant to subscription agreements we or Veea may enter into prior to Closing.CAPITAL STRUCTUREISSUER8198.0000000.000000FOR8198.000000FORS000005160PLUM ACQUISITION CORP IKYG7134L126006/04/2024The Incentive Equity Plan Proposal - To consider and vote upon a proposal to approve, as an ordinary resolution under Cayman Islands Companies Law, the New Plum Incentive Equity Plan, a copy of which is attached to the proxy statement/prospectus as Annex I.COMPENSATIONISSUER8198.0000000.000000FOR8198.000000FORS000005160PLUM ACQUISITION CORP IKYG7134L126006/04/2024The ESPP Proposal - To consider and vote upon a proposal to approve, as an ordinary resolution under Cayman Islands Companies Law, the Employee Stock Purchase Plan, a copy of which is attached to the proxy statement/prospectus as Annex J.COMPENSATIONISSUER8198.0000000.000000FOR8198.000000FORS000005160PLUM ACQUISITION CORP IKYG7134L126006/04/2024The Election of Directors Proposal - to consider and vote upon a proposal to elect, as an ordinary resolution under Cayman Islands Companies Law, seven (7) directors to serve staggered terms on New Plum's board of directors until the 2025, 2026 and 2027 annual meeting of stockholders of New Plum, respectively, and until their respective successors are duly elected and qualified: Douglas MaineDIRECTOR ELECTIONSISSUER8198.0000000.000000FOR8198.000000FORS000005160PLUM ACQUISITION CORP IKYG7134L126006/04/2024The Election of Directors Proposal - to consider and vote upon a proposal to elect, as an ordinary resolution under Cayman Islands Companies Law, seven (7) directors to serve staggered terms on New Plum's board of directors until the 2025, 2026 and 2027 annual meeting of stockholders of New Plum, respectively, and until their respective successors are duly elected and qualified: Allen SalmasiDIRECTOR ELECTIONSISSUER8198.0000000.000000FOR8198.000000FORS000005160PLUM ACQUISITION CORP IKYG7134L126006/04/2024The Election of Directors Proposal - to consider and vote upon a proposal to elect, as an ordinary resolution under Cayman Islands Companies Law, seven (7) directors to serve staggered terms on New Plum's board of directors until the 2025, 2026 and 2027 annual meeting of stockholders of New Plum, respectively, and until their respective successors are duly elected and qualified: Michael SalmasiDIRECTOR ELECTIONSISSUER8198.0000000.000000FOR8198.000000FORS000005160PLUM ACQUISITION CORP IKYG7134L126006/04/2024The Adjournment Proposal - to consider and vote upon a proposal to approve, as an ordinary resolution under Cayman Islands Companies Law, the adjournment of the Extraordinary General Meeting to a later date or dates (A) to the extent necessary to ensure that any required supplement or amendment to the proxy statement/prospectus is provided to Plum shareholders or, if as of the time for which the Extraordinary General Meeting is scheduled, there are insufficient Plum Ordinary Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Extraordinary General Meeting or (B) in order to solicit additional proxies from Plum shareholders in favor of one or more of the proposals at the Extraordinary General Meeting.CORPORATE GOVERNANCEISSUER8198.0000000.000000FOR8198.000000FORS000005160ANSYS, INC.03662Q105US03662Q105806/07/2024Election of Three Directors for One-Year Terms: Jim FrankolaDIRECTOR ELECTIONSISSUER166.0000000.000000FOR166.000000FORS000005160ANSYS, INC.03662Q105US03662Q105806/07/2024Election of Three Directors for One-Year Terms: Alec D. GallimoreDIRECTOR ELECTIONSISSUER166.0000000.000000FOR166.000000FORS000005160ANSYS, INC.03662Q105US03662Q105806/07/2024Election of Three Directors for One-Year Terms: Ronald W. HovsepianDIRECTOR ELECTIONSISSUER166.0000000.000000FOR166.000000FORS000005160ANSYS, INC.03662Q105US03662Q105806/07/2024Ratification of the Selection of Deloitte & Touche LLP as the Company's Independent Registered Public Accounting Firm for Fiscal Year 2024AUDIT-RELATEDISSUER166.0000000.000000FOR166.000000FORS000005160ANSYS, INC.03662Q105US03662Q105806/07/2024Advisory Approval of the Compensation of Our Named Executive OfficersSECTION 14A SAY-ON-PAY VOTESISSUER166.0000000.000000FOR166.000000FORS000005160ANSYS, INC.03662Q105US03662Q105806/07/2024Advisory Approval of the Compensation of Our Named Executive OfficersSECTION 14A SAY-ON-PAY VOTESISSUER166.0000000.000000FOR166.000000FOR1S000005160ANSYS, INC.03662Q105US03662Q105806/07/2024Stockholder Proposal Requesting the Adoption of a Shareholder Right to Call a Special Shareholder Meeting, if Properly PresentedCORPORATE GOVERNANCESECURITY HOLDER166.0000000.000000AGAINST166.000000FORS000005160EVE MOBILITY ACQUISITION CORP.KYG3218G109106/10/2024THE EXTENSION AMENDMENT PROPOSAL - TO APPROVE, AS A SPECIAL RESOLUTION, THE AMENDMENT OF THE COMPANY'S AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION (THE "ARTICLES") TO EXTEND THE DATE BY WHICH THE COMPANY MUST (1) CONSUMMATE A MERGER, SHARE EXCHANGE, ASSET ACQUISITION, SHARE PURCHASE, REORGANIZATION OR SIMILAR BUSINESS COMBINATION WITH ONE OR MORE BUSINESSES OR ENTITIES FROM JUNE 17, 2024 TO DECEMBER 17, 2024 AND TO ALLOW THE BOARD, WITHOUT ANOTHER SHAREHOLDER VOTE, TO ELECT TO FURTHER EXTEND THE DATE TO CONSUMMATE AN INITIAL BUSINESS COMBINATION AFTER THE EXTENDED DATE UP TO SIX TIMES, BY AN ADDITIONAL MONTH EACH TIME, UPON TWO DAYS' ADVANCE NOTICE PRIOR TO THE APPLICABLE DEADLINE, UP TO JUNE 17, 2025.CORPORATE GOVERNANCEISSUER7463.0000000.000000FOR7463.000000FORS000005160EVE MOBILITY ACQUISITION CORP.KYG3218G109106/10/2024THE ADJOURNMENT PROPOSAL - TO APPROVE, AS AN ORDINARY RESOLUTION, THE ADJOURNMENT OF THE EXTRAORDINARY GENERAL MEETING TO A LATER DATE OR DATES OR INDEFINITELY, IF NECESSARY OR CONVENIENT, EITHER (X) 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 FOREGOING PROPOSAL OR (Y) IF OUR BOARD DETERMINES BEFORE THE EXTRAORDINARY GENERAL MEETING THAT IT IS NOT NECESSARY OR NO LONGER DESIRABLE TO PROCEED WITH THE OTHER PROPOSAL.CORPORATE GOVERNANCEISSUER7463.0000000.000000FOR7463.000000FORS000005160GLOBAL STAR ACQUISITION INC.37962G102US37962G102206/11/2024Extension Amendment Proposal Amend the Company's charter, to extend the date by which the Company has to allow up to six (6) one-month extensions and to decrease the monthly extension fee commencing on June 22, 2024, as more fully described in the proxy statement, the "Extension Amendment Proposal."CORPORATE GOVERNANCEISSUER2491.0000000.000000FOR2491.000000FORS000005160GLOBAL STAR ACQUISITION INC.37962G102US37962G102206/11/2024Trust Amendment Proposal Amend the Company's investment management trust agreement, to allow up to six (6) one-month extensions and to decrease the monthly extension fee commencing on June 22, 2024, as more fully described in the proxy statement, the "Trust Amendment Proposal."CORPORATE GOVERNANCEISSUER2491.0000000.000000FOR2491.000000FORS000005160GLOBAL STAR ACQUISITION INC.37962G102US37962G102206/11/2024Adjournment Proposal Approve the adjournment of the Special 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, one or more of the proposals, the "Adjournment Proposal."CORPORATE GOVERNANCEISSUER2491.0000000.000000FOR2491.000000FORS000005160PATRIA LATIN AMERICAN OPP ACQUI CORP.KYG69454109806/12/2024The Extension Amendment Proposal - A proposal (the "Extension Amendment Proposal") to amend, by way of special resolution, PLAO's Articles, as set forth in Annex A of the accompanying Proxy Statement, and the investment management trust agreement (the "Trust Agreement") dated as of March 9, 2022 by and between the Company and Continental Stock Transfer & Trust Company, a New York corporation (the "Trustee"), as set forth in Annex B of the accompanying Proxy Statement, to extend the date (the "Termination Date") by which PLAO has to consummate a Business Combination (the "Extension Amendment") from June 14, 2024 (the date which is 27 months from the closing date of the Company's initial public offering of Class A ordinary shares (the "IPO") (the "Current Termination Date") on a monthly basis for up to fifteen times by an additional one month each time after the Current Termination Date as determined by PLAO's board of directors (the "Board"), if requested by Patria SPAC LLC, a Cayman Islands limited liability company (the "Sponsor") and upon one day's advance notice prior to the applicable Termination Date, up to September 14, 2025 (the date which is 42 months from the closing date of the Company's IPO) (the "Articles Extension Date"), or a total of up to fifteen months after the Current Termination Date, unless the closing of a Business Combination shall have occurred prior thereto or such earlier date as determined by the Board, for a deposit, for each monthly extension, of the lesser of (i) $75,000 and (ii) $0.015 for each Class A ordinary share then outstanding after giving effect to Redemptions (each, the "Adjusted Extension Payment") for each monthly extension (the "Extension Payment"); andCORPORATE GOVERNANCEISSUER16596.0000000.000000FOR16596.000000FORS000005160PATRIA LATIN AMERICAN OPP ACQUI CORP.KYG69454109806/12/2024The Adjournment Proposal - To adjourn, by way of ordinary resolution, the Shareholder Meeting to a later date or dates, if necessary, (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient Class A Ordinary Shares, par value $0.0001 per share and Class B Ordinary Shares, par value $0.0001 per share in the capital of PLAO represented (either in person or by proxy) to approve the Extension Amendment Proposal, (ii) if the holders of Public Shares (as defined below) have elected to redeem an amount of shares in connection with the Extension Amendment such that PLAO would not adhere to the continued listing requirements of the Nasdaq Stock Market LLC ("Nasdaq"), or (iii) if PLAO determines before the Shareholder Meeting that it is not necessary or no longer desirable to proceed with the other proposals (the "Adjournment Proposal").CORPORATE GOVERNANCEISSUER16596.0000000.000000FOR16596.000000FORS000005160VIZIO HOLDING CORP.92858V101US92858V101706/12/2024Election of Directors: William WangDIRECTOR ELECTIONSISSUER6232.0000000.000000FOR6232.000000FORS000005160VIZIO HOLDING CORP.92858V101US92858V101706/12/2024Election of Directors: John R. BurbankDIRECTOR ELECTIONSISSUER6232.0000000.000000FOR6232.000000FORS000005160VIZIO HOLDING CORP.92858V101US92858V101706/12/2024Election of Directors: Julia S. GouwDIRECTOR ELECTIONSISSUER6232.0000000.000000FOR6232.000000FORS000005160VIZIO HOLDING CORP.92858V101US92858V101706/12/2024Election of Directors: David RussellDIRECTOR ELECTIONSISSUER6232.0000000.000000FOR6232.000000FORS000005160VIZIO HOLDING CORP.92858V101US92858V101706/12/2024Election of Directors: Vicky L. FreeDIRECTOR ELECTIONSISSUER6232.0000000.000000FOR6232.000000FORS000005160VIZIO HOLDING CORP.92858V101US92858V101706/12/2024Election of Directors: R. Michael MohanDIRECTOR ELECTIONSISSUER6232.0000000.000000FOR6232.000000FORS000005160VIZIO HOLDING CORP.92858V101US92858V101706/12/2024To approve, on an advisory basis, the compensation of our named executive officers.SECTION 14A SAY-ON-PAY VOTESISSUER6232.0000000.000000FOR6232.000000FORS000005160VIZIO HOLDING CORP.92858V101US92858V101706/12/2024To approve, on an advisory basis, the compensation of our named executive officers.SECTION 14A SAY-ON-PAY VOTESISSUER6232.0000000.000000FOR6232.000000FOR1S000005160VIZIO HOLDING CORP.92858V101US92858V101706/12/2024To ratify the selection of KPMG LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2024.AUDIT-RELATEDISSUER6232.0000000.000000FOR6232.000000FORS000005160ENDEAVOR GROUP HOLDINGS, INC.29260Y109US29260Y109106/13/2024Election of Directors: Ariel EmanuelDIRECTOR ELECTIONSISSUER20381.0000000.000000FOR20381.000000FORS000005160ENDEAVOR GROUP HOLDINGS, INC.29260Y109US29260Y109106/13/2024Election of Directors: Egon DurbanDIRECTOR ELECTIONSISSUER20381.0000000.000000FOR20381.000000FORS000005160ENDEAVOR GROUP HOLDINGS, INC.29260Y109US29260Y109106/13/2024Election of Directors: Jacqueline ResesDIRECTOR ELECTIONSISSUER20381.0000000.000000FOR20381.000000FORS000005160ENDEAVOR GROUP HOLDINGS, INC.29260Y109US29260Y109106/13/2024Ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024.AUDIT-RELATEDISSUER20381.0000000.000000FOR20381.000000FORS000005160WESTROCK COMPANY96145D105US96145D105406/13/2024Proposal to approve and adopt the Transaction Agreement, dated as of September 12, 2023, as it may be amended, supplemented or otherwise modified from time to time, by and among Smurfit Kappa Group plc, Smurfit WestRock Limited (formerly known as Cepheidway Limited and to be re-registered as an Irish public limited company and renamed Smurfit WestRock plc) ("Smurfit WestRock"), Sun Merger Sub, LLC, a wholly owned subsidiary of Smurfit WestRock, and WestRock Company ("WestRock");EXTRAORDINARY TRANSACTIONSISSUER27906.0000000.000000FOR27906.000000FORS000005160WESTROCK COMPANY96145D105US96145D105406/13/2024Non-binding, advisory proposal to approve compensation that will or may become payable by WestRock to its named executive officers in connection with the Combination (as defined in the proxy statement/prospectus); andSECTION 14A SAY-ON-PAY VOTESISSUER27906.0000000.000000FOR27906.000000FORS000005160WESTROCK COMPANY96145D105US96145D105406/13/2024Non-binding, advisory proposal to approve compensation that will or may become payable by WestRock to its named executive officers in connection with the Combination (as defined in the proxy statement/prospectus); andSECTION 14A SAY-ON-PAY VOTESISSUER27906.0000000.000000FOR27906.000000FOR1S000005160WESTROCK COMPANY96145D105US96145D105406/13/2024Non-binding, advisory proposal to approve the reduction of the share premium of Smurfit WestRock to allow the creation of "distributable reserves" of Smurfit WestRock, which are required under Irish law in order for Smurfit WestRock to pay dividends and make other pes of distributions and to repurchase or redeem shares following the Combination, if and when the board of directors of Smurfit WestRock should determine to do so.CAPITAL STRUCTUREISSUER27906.0000000.000000FOR27906.000000FORS000005160PLUM ACQUISITION CORP IKYG7134L126006/14/2024The Extension Amendment Proposal - RESOLVED, as a special resolution that: a) Article 49.7 of Plum's Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 49.7: "In the event that the Company does not consummate a Business Combination upon the date which is the later of (i) 18 December 2024 (or 18 June 2025, if applicable under the provisions of this Article 49.7) and (ii) such later date as may be approved by the Members in accordance with the Articles (in any case, such date being referred to as the "Termination Date"), the Company shall (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company (less taxes payable and up to US$100,000 of interest to pay dissolution expenses), divided by the number of the 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 (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company's remaining Members and the Directors, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and other requirements of Applicable Law." d) Article 49.8(a) of Plum's Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 49.8(a): "to modify the substance or timing of the Company's obligation to allow redemption in connection with a Business Combination or to redeem 100 per cent of the Public Shares if the Company does not consummate a Business Combination within forty-five months from the consummation of the IPO;"CORPORATE GOVERNANCEISSUER8198.0000000.000000FOR8198.000000FORS000005160PLUM ACQUISITION CORP IKYG7134L126006/14/2024The Adjournment Proposal - RESOLVED, as an ordinary resolution, that the adjournment of the Shareholder Meeting to a later date or dates if necessary, (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient Class A ordinary shares, par value $0.0001 per share (the "Public Shares") and Class B ordinary shares, par value $0.0001 per share in the capital of Plum represented (either in person or by proxy) to approve the Extension Amendment Proposal.CORPORATE GOVERNANCEISSUER8198.0000000.000000FOR8198.000000FORS000005160FEUTUNE LIGHT ACQUISITION CORP31561T102US31561T102506/17/2024The Business Combination Proposal: To adopt and approve the Merger Agreement (as defined in the proxy statement) and each Additional Agreement (as defined in the Merger Agreement), and approve the transactions contemplated therein.EXTRAORDINARY TRANSACTIONSISSUER980.0000000.000000FOR980.000000FORS000005160FEUTUNE LIGHT ACQUISITION CORP31561T102US31561T102506/17/2024The NTA Requirement Amendment Proposal: To approve, assuming PROPOSAL 1 is approved and adopted, an amendment, which is attached to the proxy statement as Annex B, to FLFV's Current Charter (as defined in the proxy statement).CAPITAL STRUCTUREISSUER980.0000000.000000FOR980.000000FORS000005160FEUTUNE LIGHT ACQUISITION CORP31561T102US31561T102506/17/2024The Charter Amendment Proposal: To approve, assuming PROPOSAL 1 is approved and adopted, a proposed amended and restated certificate of incorporation, which is attached to the proxy statement as Annex C, of PubCo (as defined in the Merger Agreement).CORPORATE GOVERNANCEISSUER980.0000000.000000FOR980.000000FORS000005160FEUTUNE LIGHT ACQUISITION CORP31561T102US31561T102506/17/2024The Advisory Charter Amendment Proposals: To approve, on a non-binding advisory basis, the material differences between the Proposed Charter and the Current Charter, which are being presented as the following six separate sub-proposals: Proposal 4A: to change the corporate name of PubCo to "Thunder Power Holdings, Inc." on and from the time of the Business Combination (as defined in the proxy statement).CORPORATE GOVERNANCEISSUER980.0000000.000000FOR980.000000FORS000005160FEUTUNE LIGHT ACQUISITION CORP31561T102US31561T102506/17/2024Proposal 4B: to increase the authorized shares of common stock of PubCo to 1,000,000,000 shares of common stock, par value of $0.0001 per share.CAPITAL STRUCTUREISSUER980.0000000.000000FOR980.000000FORS000005160FEUTUNE LIGHT ACQUISITION CORP31561T102US31561T102506/17/2024Proposal 4C: to increase the authorized shares of preferred stock to 100,000,000 shares of preferred stock, par value of $0.0001 per share.CAPITAL STRUCTUREISSUER980.0000000.000000FOR980.000000FORS000005160FEUTUNE LIGHT ACQUISITION CORP31561T102US31561T102506/17/2024Proposal 4D: to provide that certain named individuals be elected to serve as Class I, Class II, and Class III directors to serve staggered terms, and to provide certain requirements of the removal of any director.CORPORATE GOVERNANCEISSUER980.0000000.000000FOR980.000000FORS000005160FEUTUNE LIGHT ACQUISITION CORP31561T102US31561T102506/17/2024Proposal 4E: to provide that certain amendments to provisions of the Proposed Charter (as defined in the proxy statement) will require the approval of the holders of at least two-thirds (66 and 2/3%) of PubCo's then-outstanding shares.CORPORATE GOVERNANCEISSUER980.0000000.000000FOR980.000000FORS000005160FEUTUNE LIGHT ACQUISITION CORP31561T102US31561T102506/17/2024Proposal 4F: to make PubCo's corporate existence perpetual instead of requiring FLFV to be dissolved and liquidated if it cannot complete its initial business combination with the period provided in its Current Charter, and to omit from the Proposed Charter the various provisions applicable only to special purpose acquisition companies including changing its designation from being a blank check company.CORPORATE GOVERNANCEISSUER980.0000000.000000FOR980.000000FORS000005160FEUTUNE LIGHT ACQUISITION CORP31561T102US31561T102506/17/2024The Nasdaq Stock Issuance Proposal: To approve, assuming PROPOSAL 1 is approved and adopted, for purposes of complying with the applicable provisions of Nasdaq Listing Rule 5635, the issuance of 60,000,000 shares of PubCo Common Shares (as defined in the Merger Agreement) in connection with the Business Combination.EXTRAORDINARY TRANSACTIONSISSUER980.0000000.000000FOR980.000000FORS000005160FEUTUNE LIGHT ACQUISITION CORP31561T102US31561T102506/17/2024The Director Election Proposal: To approve, assuming PROPOSAL 1 is approved and adopted, the appointment of the following five directors who, upon consummation of the Business Combination, will become directors of PubCo: Coleman BradleyDIRECTOR ELECTIONSISSUER980.0000000.000000FOR980.000000FORS000005160FEUTUNE LIGHT ACQUISITION CORP31561T102US31561T102506/17/2024The Director Election Proposal: To approve, assuming PROPOSAL 1 is approved and adopted, the appointment of the following five directors who, upon consummation of the Business Combination, will become directors of PubCo: Yuanmei MaDIRECTOR ELECTIONSISSUER980.0000000.000000FOR980.000000FORS000005160FEUTUNE LIGHT ACQUISITION CORP31561T102US31561T102506/17/2024The Director Election Proposal: To approve, assuming PROPOSAL 1 is approved and adopted, the appointment of the following five directors who, upon consummation of the Business Combination, will become directors of PubCo: Mingchih ChenDIRECTOR ELECTIONSISSUER980.0000000.000000FOR980.000000FORS000005160FEUTUNE LIGHT ACQUISITION CORP31561T102US31561T102506/17/2024The Director Election Proposal: To approve, assuming PROPOSAL 1 is approved and adopted, the appointment of the following five directors who, upon consummation of the Business Combination, will become directors of PubCo: Thomas HollihanDIRECTOR ELECTIONSISSUER980.0000000.000000FOR980.000000FORS000005160FEUTUNE LIGHT ACQUISITION CORP31561T102US31561T102506/17/2024The Director Election Proposal: To approve, assuming PROPOSAL 1 is approved and adopted, the appointment of the following five directors who, upon consummation of the Business Combination, will become directors of PubCo: Kevin VassilyDIRECTOR ELECTIONSISSUER980.0000000.000000FOR980.000000FORS000005160FEUTUNE LIGHT ACQUISITION CORP31561T102US31561T102506/17/2024The 2024 Plan Proposal: To approve, assuming PROPOSAL 1 is approved and adopted, the 2024 equity incentive plan (the "2024 Plan"), a copy of which is attached to the accompanying proxy statement/prospectus as Annex D, which will become effective as of and is contingent on the consummation of the Business Combination.COMPENSATIONISSUER980.0000000.000000FOR980.000000FORS000005160FEUTUNE LIGHT ACQUISITION CORP31561T102US31561T102506/17/2024The Adjournment Proposal: To approve a proposal to adjourn the Meeting to a later date or dates if it is determined that more time is necessary or appropriate, in the judgment of the board of directors of FLFV or the officer presiding over the Meeting, for FLFV to consummate the Business Combination.CORPORATE GOVERNANCEISSUER980.0000000.000000FOR980.000000FORS000005160CHAMPIONX CORPORATION15872M104US15872M104506/18/2024To adopt the Agreement and Plan of Merger, dated as of April 2, 2024 (the "Merger Agreement"), by and among ChampionX Corporation ("ChampionX"), Schlumberger Limited ("SLB"), Sodium Holdco, Inc. ("Holdco") and Sodium Merger Sub, Inc. ("Merger Sub"), pursuant to which (i) Merger Sub will merge with and into ChampionX (the "Merger" and the effective time of the Merger, the "Effective Time"), with ChampionX surviving the Merger as an indirect wholly owned subsidiary of SLB (the "Merger Proposal"), and (ii) at the Effective Time, ChampionX's certificate of incorporation will be amended and restated in its entirety in the form set forth on Exhibit A to the Merger Agreement, which will be the certificate of incorporation of ChampionX until thereafter amended in accordance with its terms and applicable law.EXTRAORDINARY TRANSACTIONSISSUER12226.0000000.000000FOR12226.000000FORS000005160CHAMPIONX CORPORATION15872M104US15872M104506/18/2024To approve, by non-binding, advisory vote, the compensation that may become payable to ChampionX's named executive officers in connection with the Merger (the "Compensation Proposal").SECTION 14A SAY-ON-PAY VOTESISSUER12226.0000000.000000FOR12226.000000FORS000005160CHAMPIONX CORPORATION15872M104US15872M104506/18/2024To approve, by non-binding, advisory vote, the compensation that may become payable to ChampionX's named executive officers in connection with the Merger (the "Compensation Proposal").SECTION 14A SAY-ON-PAY VOTESISSUER12226.0000000.000000FOR12226.000000FOR1S000005160CHAMPIONX CORPORATION15872M104US15872M104506/18/2024To approve the adjournment of the 2024 Special Meeting, if necessary, (1) to solicit additional proxies in favor of the Merger Proposal if (a) there are holders of an insufficient number of shares of ChampionX common stock present online or represented by proxy at the ChampionX Special Meeting to constitute a quorum at such meeting or (b) there are insufficient votes at the time of such adjournment to approve the Merger Proposal or (2) to allow reasonable additional time for the filing and mailing of any required supplement or amendment to the accompanying proxy statement/prospectus, and the review of such materials by ChampionX stockholders (the "Adjournment Proposal").CORPORATE GOVERNANCEISSUER12226.0000000.000000FOR12226.000000FORS000005160NUVEI CORPORATION67079A102CA67079A102106/18/2024To Consider, And, If Deemed Advisable, To Pass, With Or Without Variation, A Special Resolution, The Full Text Of Which Is Outlined In Appendix A Of The Accompanying Management Proxy Circular (the Circular ), To Approve An Arrangement Pursuant To Section 192 Of The Canada Business Corporations Act Involving The Company And Neon Maple Purchaser Inc., A Newly-formed Entity Controlled By Advent International, L.p., The Whole As Described In The Circular.EXTRAORDINARY TRANSACTIONSISSUER5059.0000000.000000FOR5059.000000FORS000005160SOUTHWESTERN ENERGY COMPANY845467109US845467109506/18/2024To consider and vote on a proposal to approve the Agreement and Plan of Merger, dated as of January 10, 2024 (as it may be amended from time to time, the "Merger Agreement"), by and among Southwestern and Chesapeake Energy Corporation ("Chesapeake") and Hulk Merger Sub, Inc. ("Merger Sub Inc") and Hulk LLC Sub, LLC ("Merger Sub LLC"), each a newly formed, wholly owned subsidiary of Chesapeake, a copy of which is attached as Annex A to the joint proxy statement/prospectus (the "Merger Proposal");EXTRAORDINARY TRANSACTIONSISSUER35559.0000000.000000FOR35559.000000FORS000005160SOUTHWESTERN ENERGY COMPANY845467109US845467109506/18/2024To consider and vote on a proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to Southwestern's named executive officers that is based on or otherwise related to the Merger (the "Advisory Southwestern Compensation Proposal"); andSECTION 14A SAY-ON-PAY VOTESISSUER35559.0000000.000000FOR35559.000000FORS000005160SOUTHWESTERN ENERGY COMPANY845467109US845467109506/18/2024To consider and vote on a proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to Southwestern's named executive officers that is based on or otherwise related to the Merger (the "Advisory Southwestern Compensation Proposal"); andSECTION 14A SAY-ON-PAY VOTESISSUER35559.0000000.000000FOR35559.000000FOR1S000005160SOUTHWESTERN ENERGY COMPANY845467109US845467109506/18/2024To consider and vote on a proposal to approve the adjournment of the Southwestern Special Meeting, if necessary or appropriate, to solicit additional votes from shareholders if there are not sufficient votes to adopt the Merger Proposal (the "Southwestern Adjournment Proposal").CORPORATE GOVERNANCEISSUER35559.0000000.000000FOR35559.000000FORS000005160VOLATO GROUP INC.74349W112US74349W112806/20/2024Election of Directors: Nicholas CooperDIRECTOR ELECTIONSISSUER2120.0000000.000000FOR2120.000000FORS000005160VOLATO GROUP INC.74349W112US74349W112806/20/2024Election of Directors: Matthew LiottaDIRECTOR ELECTIONSISSUER2120.0000000.000000FOR2120.000000FORS000005160VOLATO GROUP INC.74349W112US74349W112806/20/2024Approve the Employee Stock Purchase Plan.COMPENSATIONISSUER2120.0000000.000000FOR2120.000000FORS000005160VOLATO GROUP INC.74349W112US74349W112806/20/2024Ratify the appointment of Rose, Snyder & Jacobs LLP as an independent registered public accounting firm for fiscal year ending December 31, 2024.AUDIT-RELATEDISSUER2120.0000000.000000FOR2120.000000FORS000005160APARTMENT INCOME REIT CORP03750L109US03750L109806/25/2024Proposal to approve the merger of Astro Merger Sub, Inc. with and into Apartment Income REIT Corp. pursuant to the terms of the Agreement and Plan of Merger, dated as of April 7, 2024, as it may be amended from time to time, among Apartment Income REIT Corp., Apex Purchaser LLC, Aries Purchaser LLC, Astro Purchaser LLC, and Astro Merger Sub, Inc., which proposal we refer to as the "merger proposal."EXTRAORDINARY TRANSACTIONSISSUER9230.0000000.000000FOR9230.000000FORS000005160APARTMENT INCOME REIT CORP03750L109US03750L109806/25/2024Proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to our principal executive officer, principal financial officer, and the three other most highly compensated executive officers calculated in accordance with the Securities and Exchange Commission's rules and regulations, that is based on or otherwise relates to the merger.SECTION 14A SAY-ON-PAY VOTESISSUER9230.0000000.000000FOR9230.000000FORS000005160APARTMENT INCOME REIT CORP03750L109US03750L109806/25/2024Proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to our principal executive officer, principal financial officer, and the three other most highly compensated executive officers calculated in accordance with the Securities and Exchange Commission's rules and regulations, that is based on or otherwise relates to the merger.SECTION 14A SAY-ON-PAY VOTESISSUER9230.0000000.000000FOR9230.000000FOR1S000005160APARTMENT INCOME REIT CORP03750L109US03750L109806/25/2024Proposal to approve any adjournment of the special meeting for the purpose of soliciting additional proxies if there are not sufficient votes at the special meeting to approve the merger proposal.CORPORATE GOVERNANCEISSUER9230.0000000.000000FOR9230.000000FORS000005160HASHICORP, INC.418100103US418100103706/25/2024To elect the two Class III directors to hold office until our 2027 annual meeting of stockholders and until their respective successors are elected and qualified: Armon DadgarDIRECTOR ELECTIONSISSUER14162.0000000.000000FOR14162.000000FORS000005160HASHICORP, INC.418100103US418100103706/25/2024To elect the two Class III directors to hold office until our 2027 annual meeting of stockholders and until their respective successors are elected and qualified: David McJannetDIRECTOR ELECTIONSISSUER14162.0000000.000000FOR14162.000000FORS000005160HASHICORP, INC.418100103US418100103706/25/2024To approve, on an advisory basis, the compensation of our named executive officers.SECTION 14A SAY-ON-PAY VOTESISSUER14162.0000000.000000FOR14162.000000FORS000005160HASHICORP, INC.418100103US418100103706/25/2024To approve, on an advisory basis, the compensation of our named executive officers.SECTION 14A SAY-ON-PAY VOTESISSUER14162.0000000.000000FOR14162.000000FOR1S000005160HASHICORP, INC.418100103US418100103706/25/2024To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending January 31, 2025.AUDIT-RELATEDISSUER14162.0000000.000000FOR14162.000000FORS000005160ENCORE WIRE CORPORATION292562105US292562105206/26/2024The Merger Agreement Proposal. To consider and adopt the Agreement and Plan of Merger (the "Merger Agreement"), dated as of April 14, 2024, by and among Encore Wire Corporation (the "Company"), Prysmian S.p.A. ("Parent"), Applause Merger Sub Inc. ("Merger Sub"), and solely as provided in Section 9.12 therein, Prysmian Cables and Systems USA, LLC.EXTRAORDINARY TRANSACTIONSISSUER190.0000000.000000FOR190.000000FORS000005160ENCORE WIRE CORPORATION292562105US292562105206/26/2024The Compensation Proposal. To consider and approve, by advisory (non-binding) vote, compensation that will or may become payable by the Company to its named executive officers in connection with the merger contemplated by the Merger Agreement.SECTION 14A SAY-ON-PAY VOTESISSUER190.0000000.000000FOR190.000000FORS000005160ENCORE WIRE CORPORATION292562105US292562105206/26/2024The Compensation Proposal. To consider and approve, by advisory (non-binding) vote, compensation that will or may become payable by the Company to its named executive officers in connection with the merger contemplated by the Merger Agreement.SECTION 14A SAY-ON-PAY VOTESISSUER190.0000000.000000FOR190.000000FOR1S000005160ENCORE WIRE CORPORATION292562105US292562105206/26/2024The Adjournment Proposal. To consider and approve one or more adjournments of the special meeting, from time to time, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the Merger Agreement.CORPORATE GOVERNANCEISSUER190.0000000.000000FOR190.000000FORS000005160SDCL EDGE ACQUISITION CORPORATIONKYG79471101306/27/2024The Extension Proposal - as a proposal, by special resolution, to amend the Company's Amended and Restated Memorandum and Articles of Association (the "Charter") pursuant to an amendment to the Charter in the form set forth in Annex A of the accompanying proxy statement to extend the date by which the Company must (1) consummate a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (an "initial business combination") or (2) (i) cease its operations except for the purpose of winding up if it fails to complete such initial business combination and (ii) redeem all of the Class A ordinary shares, par value $0.0001 per share, of the Company included as part of the units sold in the Company's initial public offering that was consummated on November 2, 2021, from July 2, 2024 to August 2, 2024 (the "Extended Date") and to allow the board of directors of the Company (the "Board"), without another shareholder vote, to elect to further extend the date to consummate an initial business combination after the Extended Date up to three times, by an additional month each time, upon two days' advance notice prior to the applicable deadline, up to November 2, 2024 (the "Extension Proposal");CORPORATE GOVERNANCEISSUER23918.0000000.000000FOR23918.000000FORS000005160SDCL EDGE ACQUISITION CORPORATIONKYG79471101306/27/2024The Adjournment Proposal - as an ordinary resolution, to approve the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary or convenient, 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 Proposal (the "Adjournment Proposal"), which will only be presented at the Extraordinary General Meeting if, based on the tabulated votes, there are not sufficient votes at the time of the Extraordinary General Meeting to approve the Extension Proposal, in which case, the Adjournment Proposal will be the only proposal presented at the Extraordinary General Meeting.CORPORATE GOVERNANCEISSUER23918.0000000.000000FOR23918.000000FORS000005160BUKIT JALIL GLOBAL ACQUISITION I LTD.KYG1676M105006/28/2024PROPOSAL 1 - MAA Amendment Proposal: A proposal by special resolution, to amend Articles 48.7 and 48.8 of the Company's amended and restated memorandum and articles of association (the "Current MAA"), in accordance with the form set forth in Annex A to the accompanying proxy statement (the "MAA Amendment"), to allow the Company to extend the date by which the Company has to consummate a business combination to June 30, 2025.CORPORATE GOVERNANCEISSUER9208.0000000.000000AGAINST9208.000000AGAINSTS000005160BUKIT JALIL GLOBAL ACQUISITION I LTD.KYG1676M105006/28/2024PROPOSAL 2 - Trust Amendment Proposal - A proposal to approve by the affirmative vote of at least a majority of the issued and outstanding ordinary shares of the Company, an amendment of the Investment Management Trust Agreement, dated June 27, 2023, substantively in the form set forth in Annex B to the accompanying proxy statement, by and between the Company and Continental Stock Transfer & Trust Company, to reflect the MAA Amendment.CORPORATE GOVERNANCEISSUER9208.0000000.000000AGAINST9208.000000AGAINSTS000005160BUKIT JALIL GLOBAL ACQUISITION I LTD.KYG1676M105006/28/2024Proposal No. 3 - NTA Requirement Amendment Proposal - NTA Requirement Amendment Proposal - A proposal by special resolution, to amend Articles 48.2, 48.4, 48.5 and 48.8 of the Current MAA, in accordance with the form set forth in Annex C to the accompanying proxy statement, to eliminate the limitation that the Company may not redeem the Company's public shares in an amount that would cause the Company's net tangible assets to be less than US$5,000,001 following such redemptions.CAPITAL STRUCTUREISSUER9208.0000000.000000AGAINST9208.000000AGAINSTS000005160BUKIT JALIL GLOBAL ACQUISITION I LTD.KYG1676M105006/28/2024PROPOSAL 4 - Adjournment Proposal - A proposal by ordinary resolution, to approve the adjournment of the Extraordinary Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes to approve the Extension Proposals and/or the NTA Requirement Amendment Proposal, or if we determine that additional time is necessary to effectuate the MAA Amendment and/or the NTA Requirement Amendment.CORPORATE GOVERNANCEISSUER9208.0000000.000000AGAINST9208.000000AGAINSTS000005160PERCEPTION CAPITAL CORP IIIKYG7185D106006/28/2024Second Extension Amendment Proposal Amend the Company's Articles to extend the date that the Company has to consummate a business combination from 36 months from the closing of the Initial Public Offering to 45 months from the closing of the Initial Public Offering or such earlier date as is determined by our board of directors to be in the best interests of the Company pursuant to the following resolution: FIRST, RESOLVED, as a special resolution THAT, effective immediately, the Articles of the Company be amended by: (a) amending Article 163(a) by deleting the following introduction of such sub-section: "In the event that either the Company does not consummate a Business Combination by thirty-six months after the closing of the IPO or such earlier date as is determined by our Board to be in the best interests of the Company" and replacing it with the following: "In the event that either the Company does not consummate a Business Combination by forty-five months after the closing of the IPO or such earlier date as is determined by our Board to be in the best interests of the Company"; and (b) amending article 163(b) by deleting the following introduction of such subsection: "If any amendment is made to Article 163(a) that would modify the substance or timing of the Company's obligation to provide holders of our Class A Shares the right to have their shares redeemed in connection with our initial Business Combination or to redeem 100% of our Public Shares if the Company does not complete its initial Business Combination within 36 months from the closing of the IPO or" and replacing it with the following: "If any amendment is made to Article 163(a) that would modify the substance or timing of the Company's obligation to provide holders of our Class A Shares the right to have their shares redeemed in connection with our initial Business Combination or to redeem 100% of our Public Shares if the Company does not complete its initial Business Combination within 45 months from the closing of the IPO or".CORPORATE GOVERNANCEISSUER1209.0000000.000000FOR1209.000000FORS000005160PERCEPTION CAPITAL CORP IIIKYG7185D106006/28/2024Adjournment Proposal Adjourn the Extraordinary General Meeting to a later date or dates, or indefinitely, if necessary or convenient, pursuant to the following resolution: "RESOLVED, as an ordinary resolution, the adjournment of the Extraordinary General Meeting to a later date or dates or indefinitely, if necessary or convenient, either (x) 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 foregoing proposal or (y) if our board determines before the Extraordinary General Meeting that it is not necessary or no longer desirable to proceed with the other proposal, be confirmed, ratified and approved in all respects."CORPORATE GOVERNANCEISSUER1209.0000000.000000FOR1209.000000FORS000005160