0001438934-24-001432.txt : 20240830 0001438934-24-001432.hdr.sgml : 20240830 20240829215143 ACCESSION NUMBER: 0001438934-24-001432 CONFORMED SUBMISSION TYPE: N-PX PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20240630 FILED AS OF DATE: 20240830 DATE AS OF CHANGE: 20240829 EFFECTIVENESS DATE: 20240830 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RIVERNORTH OPPORTUNITIES FUND, INC. CENTRAL INDEX KEY: 0001501072 ORGANIZATION NAME: IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: N-PX SEC ACT: 1940 Act SEC FILE NUMBER: 811-22472 FILM NUMBER: 241265673 BUSINESS ADDRESS: STREET 1: 360 S. ROSEMARY AVE. STREET 2: SUITE 1420 CITY: WEST PALM BEACH STATE: FL ZIP: 33401 BUSINESS PHONE: 561-484-7185 MAIL ADDRESS: STREET 1: 360 S. ROSEMARY AVE. STREET 2: SUITE 1420 CITY: WEST PALM BEACH STATE: FL ZIP: 33401 FORMER COMPANY: FORMER CONFORMED NAME: RIVERNORTH TACTICAL OPPORTUNITIES FUND, INC. DATE OF NAME CHANGE: 20100909 N-PX 1 primary_doc.xml N-PX RMIC LIVE 0001501072 XXXXXXXX N-2 06/30/2024 YEAR 2024 RiverNorth Opportunities Fund, Inc. 312 832 1440

360 South Rosemary Avenue Suite 1420 West Palm Beach FL 33401

FUND VOTING REPORT 811-22472 0 0 RiverNorth Opportunities Fund, Inc. Marc Collins Marc Collins General Counsel 08/23/2024 PROXY VOTING RECORD 2 BRDB5F_0001501072_2024.xml VOTE TABLE 7GC & CO HOLDINGS INC.81786A115US81786A115212/13/2023The Business Combination Proposal - A proposal to approve and adopt the Agreement and Plan of Merger, dated as of December 8, 2022, as amended by the Amendment to Agreement and Plan of Merger, dated as of August 4, 2023 (as may be further amended and/or restated from time to time, the "Merger Agreement"), 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 ...(due to space limits, see proxy material for full proposal).EXTRAORDINARY TRANSACTIONSISSUER00 7GC & CO HOLDINGS INC.81786A115US81786A115212/13/2023The Binding Charter Proposal - A proposal to approve the proposed Second Amended and Restated Certificate of Incorporation of 7GC (the "Proposed Charter"), which will replace 7GC's current amended and restated certificate of incorporation (the "Existing Charter") and will be in effect upon the closing of the Business Combination (the "Closing").CORPORATE GOVERNANCEISSUER00 7GC & CO HOLDINGS INC.81786A115US81786A115212/13/2023The Advisory Charter Proposal - To increase the authorized shares of New Banzai common stock to 275,000,000 shares, consisting of 250,000,000 shares of Class A common stock ("New Banzai Class A Shares") and 25,000,000 shares of Class B common stock ("New Banzai Class B Shares"), and authorized shares of preferred stock to 75,000,000.CAPITAL STRUCTUREISSUER00 7GC & CO HOLDINGS INC.81786A115US81786A115212/13/2023The Advisory Charter Proposal - 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.CAPITAL STRUCTUREISSUER00 7GC & CO HOLDINGS INC.81786A115US81786A115212/13/2023The Advisory Charter Proposal - To require the approval of Mr. Joseph Davy to amend, repeal, waive, or alter any provision of Section A of Article IV of the Proposed Charter that would adversely affect the rights of holders of New Banzai Class B Shares.CORPORATE GOVERNANCEISSUER00 7GC & CO HOLDINGS INC.81786A115US81786A115212/13/2023The Advisory Charter Proposal - 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 alter, amend, or repeal the Proposed Bylaws.CORPORATE GOVERNANCEISSUER00 7GC & CO HOLDINGS INC.81786A115US81786A115212/13/2023The Advisory Charter Proposal - 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.CORPORATE GOVERNANCEISSUER00 7GC & CO HOLDINGS INC.81786A115US81786A115212/13/2023The Advisory Charter Proposal - 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.CORPORATE GOVERNANCEISSUER00 7GC & CO HOLDINGS INC.81786A115US81786A115212/13/2023The Advisory Charter Proposal - 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 Board of Directors believes are necessary to adequately address the needs of New Banzai immediately following the consummation of the Business Combination and approval of the Proposed CharterCORPORATE GOVERNANCEISSUER00 7GC & CO HOLDINGS INC.81786A115US81786A115212/13/2023The Director Election Proposal - Election of Joseph Davy as Class I Director until the 2024 annual meeting.DIRECTOR ELECTIONSISSUER00 7GC & CO HOLDINGS INC.81786A115US81786A115212/13/2023The Director Election Proposal - Election of Jack Leeney as Class III Director until the 2026 annual meeting.DIRECTOR ELECTIONSISSUER00 7GC & CO HOLDINGS INC.81786A115US81786A115212/13/2023The Director Election Proposal - Election of Mason Ward as Class II Director until the 2025 annual meeting.DIRECTOR ELECTIONSISSUER00 7GC & CO HOLDINGS INC.81786A115US81786A115212/13/2023The Director Election Proposal - Election of Paula Boggs as Class III Director until the 2026 annual meeting.DIRECTOR ELECTIONSISSUER00 7GC & CO HOLDINGS INC.81786A115US81786A115212/13/2023The Director Election Proposal - Election of William Bryant as Class II Director until the 2025 annual meeting.DIRECTOR ELECTIONSISSUER00 7GC & CO HOLDINGS INC.81786A115US81786A115212/13/2023The Nasdaq Proposal - A proposal to approve, for purposes of complying with the applicable listing rules of Nasdaq: (i) the issuance of New Banzai Class A Shares pursuant to the Merger Agreement and in connection with the Business Combination, including pursuant to that certain Share Purchase Agreement, dated as of May 27, 2022, by and between Banzai, GEM Global Yield LLC SCS, a "société en commandite simple" formed under the laws of Luxembourg having LEI No. 213800CXBEHFXVLBZO92, and GEM ...(due to space limits, see proxy material for full proposal).CAPITAL STRUCTUREISSUER00 7GC & CO HOLDINGS INC.81786A115US81786A115212/13/2023The Incentive Plan Proposal - A proposal to approve and adopt the Banzai International, Inc. 2023 Equity Incentive Plan.COMPENSATIONISSUER00 7GC & CO HOLDINGS INC.81786A115US81786A115212/13/2023The ESPP Proposal - A proposal to approve the Banzai International, Inc. 2023 Employee Stock Purchase Plan.CAPITAL STRUCTUREISSUER00 7GC & CO HOLDINGS INC.81786A115US81786A115212/13/2023The 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 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.CORPORATE GOVERNANCEISSUER00 A SPAC I ACQUISITION CORP.G0542S106VGG0542S106510/09/2023Approval of an amendment and restatement of the company's current amended and restated memorandum and articles of association (the ''current charter'') to, among other things, allow asca to extend the date by which the company has to consummate a business combination (the ''extension'') six (6) times for an additional one month each time from october 17, 2023 to april 17, 2024 by deleting the current charter in its entirety and substituting it with the new amended and restated memorandum and articles of association of the company in the form set forth in annex a to the proxy statementCORPORATE GOVERNANCEISSUER480200FOR48020FOR A SPAC I ACQUISITION CORP.G0542S106VGG0542S106510/09/2023Approval to amend and restate the company's current charter to remove the net tangible asset requirement from the current 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 by deleting the current charter in its entirety and substituting it with the new amended and restated memorandum and articles of association of the company in the form set forth in annex a to the proxy statementCAPITAL STRUCTUREISSUER480200FOR48020FOR A SPAC I ACQUISITION CORP.G0542S106VGG0542S106510/09/2023ADJOURNMENT - APPROVAL 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 FOREGOING PROPOSALS.CORPORATE GOVERNANCEISSUER480200FOR48020FOR A SPAC I ACQUISITION CORP.G0542S106VGG0542S106503/04/2024The Reincorporation Merger Proposal - to approve the merger of ASCA with and into A SPAC I Mini Acquisition Corp., a British Virgin Islands business company (''PubCo''), with PubCo remaining as the surviving publicly traded entity (the ''Reincorporation Merger''), and the plan of merger for the Reincorporation Merger, a copy of which is attached to the proxy statement/prospectus as Annex A-3, and the transactions contemplated thereunderCAPITAL STRUCTURECORPORATE GOVERNANCEISSUER480200FOR48020FOR A SPAC I ACQUISITION CORP.G0542S106VGG0542S106503/04/2024The Acquisition Merger Proposal - to approve the business combination and other transactions (and related transaction documents) contemplated by the merger agreement dated February 15, 2023 and amended as of June 12, 2023 and December 6, 2023 (and as may be further amended from time to time), by and among NewGenIvf Limited, a Cayman Islands exempted company (''NewGenIvf''), certain shareholders of NewGenIvf, ASCA, PubCo, and A SPAC I Mini Sub Acquisition Corp., a Cayman Islands exempted company and wholly-owned subsidiary of PubCo (''Merger Sub''), a copy of which is attached to the proxy statement/prospectus as Annex A, and the transactions contemplated thereunder including, (i) the Reincorporation Merger, and (ii) immediately following the Reincorporation Merger, the merger of Merger Sub with and into NewGenIvf with NewGenIvf being the surviving entity and a wholly-owned subsidiary of PubCo (the ''Acquisition Merger''). We refer to the Acquisition Merger and the Reincorporation Merger collectively as the ''Business Combination.''EXTRAORDINARY TRANSACTIONSISSUER480200FOR48020FOR A SPAC I ACQUISITION CORP.G0542S106VGG0542S106503/04/2024The Nasdaq 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 ASCA Class A ordinary shares and the resulting change in control in connection with the Business Combination upon the consummation of the Business CombinationEXTRAORDINARY TRANSACTIONSCAPITAL STRUCTUREISSUER480200FOR48020FOR A SPAC I ACQUISITION CORP.G0542S106VGG0542S106503/04/2024The Share Incentive Plan Proposal - to approve of the First Fertility Group Ltd. 2023 Share Incentive Plan, a copy of which is attached to the proxy statement/prospectus as Annex C, in connection with the Business Combination upon the consummation of the Business CombinationCOMPENSATIONISSUER480200FOR48020FOR A SPAC I ACQUISITION CORP.G0542S106VGG0542S106503/04/2024The Adjournment Proposal - to approve the adjournment of the Special Meeting of Shareholders by the chairman thereof to a later date, if necessary or appropriate, under certain circumstances, including for the purpose of soliciting additional proxies in favor of the foregoing proposals, in the event ASCA does not receive the requisite shareholder vote to approve such proposals.CORPORATE GOVERNANCEISSUER480200FOR48020FOR A SPAC II ACQUISITION CORP.G0543H109VGG0543H109108/01/2023Approval 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 GOVERNANCEISSUER504700FOR50470FOR A SPAC II ACQUISITION CORP.G0543H109VGG0543H109108/01/2023Approval 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 GOVERNANCEISSUER504700FOR50470FOR A SPAC II ACQUISITION CORP.G0543H109VGG0543H109108/01/2023Approval 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 GOVERNANCEISSUER504700FOR50470FOR A SPAC II ACQUISITION CORP.G0543H109VGG0543H109108/01/2023Approval 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 GOVERNANCEISSUER504700FOR50470FOR ACHARI VENTURES HOLDINGS CORP. I00444X101US00444X101907/12/2023The Charter Amendment Proposal - A proposal to amend (the "Charter Amendment") our Third Amended and Restated Certificate of Incorporation (our "charter"), which currently provides that we have the option of extending the period by which we must consummate a business combination by up to six months, from our original expiration date of January 19, 2023 (the "Original Expiration Date"), to July 19, 2023 (the "Original Amended Extended Date"), to instead provide that we will have the option to extend the period by which we must consummate a business combination by an additional six months, from the Original Amended Extended Date, or July 19, 2023, to January 19, 2024 (the "Second Amended Extended Date"), with such extension option exercisable in six single-month increments (each such monthly extension option, a "Monthly Extension Option"), for an additional six-month aggregate total extension period if each Monthly Extension Option is exercised, and with each such Monthly Extension Option exercisable upon five calendar days' advance notice prior to the applicable monthly deadline (such deadline for exercising each such Monthly Extension Option being the 19th calendar day of each month)CORPORATE GOVERNANCEISSUER287480FOR28748FOR ACHARI VENTURES HOLDINGS CORP. I00444X101US00444X101907/12/2023The Trust Amendment Proposal - A proposal to amend (the "Trust Amendment" and together with the Charter Amendment, the "Extension Amendments") our Amended and Restated Investment Management Trust Agreement, dated December 22, 2022, by and between Continental Stock Transfer & Trust Company (the "Trustee") and Achari (the "Trust Agreement"), to provide that the Original Amended Extended Date provided for in the Trust Agreement, upon which assets held in the trust account (the "Trust Account") established in connection with our initial public offering ("IPO") will be liquidated if we have not consummated a business combination, may be extended, at our option, and on a monthly basis, pursuant to the exercise of Monthly Extension Option(s), up to and until the Second Amended Extended Date of January 19, 2024; provided that, in order to exercise a single Monthly Extension Option, we must deposit into the Trust Account the lesser of (x) $100,000 and (y) $0.05 for each share of our common stock ("public shares") included in the units which were sold in our IPO and which remain outstanding on the date of such depositCORPORATE GOVERNANCEISSUER287480FOR28748FOR ACHARI VENTURES HOLDINGS CORP. I00444X101US00444X101907/12/2023The 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 the Extension Amendments. The Adjournment Proposal will only be presented at the special meeting if there are not sufficient votes to approve the Extension AmendmentsCORPORATE GOVERNANCEISSUER287480FOR28748FOR ACHARI VENTURES HOLDINGS CORP. I00444X101US00444X101912/18/2023The Charter Amendment Proposal A proposal to amend (the "Charter Amendment") our Fourth Amended and Restated Certificate of Incorporation (our "charter") to revise our existing extension option, which currently provides that we have the option of extending the period by which we must consummate a business combination by up to 12 months, from our original expiration date of January 19, 2023 (the "Original Expiration Date"), to January 19, 2024 which we must consummate a business combination by an additional six months, with such extension option exercisable in six single-month increments (each such monthly extension option, a "Monthly Extension Option"), for an additional six-month aggregate total extension period if each Monthly Extension Option is exercised, and with each such Monthly Extension Option exercisable upon five calendar days' advance notice prior to the applicable monthly deadline (such deadline for exercising each such Monthly Extension Option being the 19th calendar day of each month)CORPORATE GOVERNANCEISSUER287480FOR28748FOR ACHARI VENTURES HOLDINGS CORP. I00444X101US00444X101912/18/2023The Redemption Limitation Amendment Proposal A proposal to amend (the "Redemption Limitation Amendment") our charter to eliminate a limitation in the charter providing that the Company shall not redeem public shares (as defined below) to the extent that such redemption would cause the Company's net tangible assets to be less than $5,000,001 following any such redemptions (the "Redemption Limitation"), in order to allow the Company to redeem public shares irrespective of whether the amount of such redemptions would breach the Redemption Limitation if the Company so chooses in its sole discretionCAPITAL STRUCTUREISSUER287480FOR28748FOR ACHARI VENTURES HOLDINGS CORP. I00444X101US00444X101912/18/2023The Trust Amendment Proposal A proposal to amend (the "Trust Amendment" and together with the Charter Amendment, the "Extension Amendments") our Second Amended and Restated Investment Management Trust Agreement, dated July 12, 2023, by and between Continental Stock Transfer & Trust Company (the "Trustee") and Achari (the "Trust Agreement"), to provide that the Current Expiration Date provided for in the Trust Agreement, upon which assets held in the trust account (the "Trust Account") established in connection with our initial public offering ("IPO") will be liquidated if we have not consummated a business combination, may be extended, at our option, and on a monthly basis, pursuant to the exercise of Monthly Extension Option(s), up to and until the Third Amended Extended Date of July 19, 2024; provided that, in order to exercise a single Monthly Extension Option, we must deposit into the Trust Account the lesser of (x) $100,000 and (y) $0.04 for each share of our common stock ("public shares") included in the units which were sold in our IPO and which remain outstanding on the date of such depositCORPORATE GOVERNANCEISSUER287480FOR28748FOR ACHARI VENTURES HOLDINGS CORP. I00444X101US00444X101912/18/2023The Director Proposal: A proposal to re-elect two directors to the Company's board of directors, with each such director to serve as "Class I" directors (as defined in our charter and as further described herein) until the fourth annual meeting of stockholders following this Special Meeting or until such director's successor is elected and qualified.DIRECTOR ELECTIONSISSUER287480FOR28748FOR ACHARI VENTURES HOLDINGS CORP. I00444X101US00444X101912/18/2023A proposal to ratify the appointment by our Audit Committee of WithumSmith+Brown PC to serve as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023AUDIT-RELATEDISSUER287480FOR28748FOR ACHARI VENTURES HOLDINGS CORP. I00444X101US00444X101912/18/2023The 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 the Charter Amendment Proposal, the Redemption Limitation Amendment Proposal, the Trust Amendment Proposal, the Director Proposal and the Auditor Proposal (together, the "Proposals"). The Adjournment Proposal will only be presented at the Special Meeting if there are not sufficient votes to approve the Proposals and the Company deems it prudent to adjourn such meeting in order to permit further solicitation with respect to such ProposalsCORPORATE GOVERNANCEISSUER287480FOR28748FOR ACHARI VENTURES HOLDINGS CORP. I00444X119US00444X119112/18/2023The Charter Amendment Proposal A proposal to amend (the "Charter Amendment") our Fourth Amended and Restated Certificate of Incorporation (our "charter") to revise our existing extension option, which currently provides that we have the option of extending the period by which we must consummate a business combination by up to 12 months, from our original expiration date of January 19, 2023 (the "Original Expiration Date"), to January 19, 2024 which we must consummate a business combination by an additional six months, with such extension option exercisable in six single-month increments (each such monthly extension option, a "Monthly Extension Option"), for an additional six-month aggregate total extension period if each Monthly Extension Option is exercised, and with each such Monthly Extension Option exercisable upon five calendar days' advance notice prior to the applicable monthly deadline (such deadline for exercising each such Monthly Extension Option being the 19th calendar day of each month)CORPORATE GOVERNANCEISSUER00 ACHARI VENTURES HOLDINGS CORP. I00444X119US00444X119112/18/2023The Redemption Limitation Amendment Proposal A proposal to amend (the "Redemption Limitation Amendment") our charter to eliminate a limitation in the charter providing that the Company shall not redeem public shares (as defined below) to the extent that such redemption would cause the Company's net tangible assets to be less than $5,000,001 following any such redemptions (the "Redemption Limitation"), in order to allow the Company to redeem public shares irrespective of whether the amount of such redemptions would breach the Redemption Limitation if the Company so chooses in its sole discretionCAPITAL STRUCTUREISSUER00 ACHARI VENTURES HOLDINGS CORP. I00444X119US00444X119112/18/2023The Trust Amendment Proposal A proposal to amend (the "Trust Amendment" and together with the Charter Amendment, the "Extension Amendments") our Second Amended and Restated Investment Management Trust Agreement, dated July 12, 2023, by and between Continental Stock Transfer & Trust Company (the "Trustee") and Achari (the "Trust Agreement"), to provide that the Current Expiration Date provided for in the Trust Agreement, upon which assets held in the trust account (the "Trust Account") established in connection with our initial public offering ("IPO") will be liquidated if we have not consummated a business combination, may be extended, at our option, and on a monthly basis, pursuant to the exercise of Monthly Extension Option(s), up to and until the Third Amended Extended Date of July 19, 2024; provided that, in order to exercise a single Monthly Extension Option, we must deposit into the Trust Account the lesser of (x) $100,000 and (y) $0.04 for each share of our common stock ("public shares") included in the units which were sold in our IPO and which remain outstanding on the date of such depositCORPORATE GOVERNANCEISSUER00 ACHARI VENTURES HOLDINGS CORP. I00444X119US00444X119112/18/2023The Director Proposal: A proposal to re-elect two directors to the Company's board of directors, with each such director to serve as "Class I" directors (as defined in our charter and as further described herein) until the fourth annual meeting of stockholders following this Special Meeting or until such director's successor is elected and qualified.DIRECTOR ELECTIONSISSUER00 ACHARI VENTURES HOLDINGS CORP. I00444X119US00444X119112/18/2023A proposal to ratify the appointment by our Audit Committee of WithumSmith+Brown PC to serve as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023AUDIT-RELATEDISSUER00 ACHARI VENTURES HOLDINGS CORP. I00444X119US00444X119112/18/2023The 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 the Charter Amendment Proposal, the Redemption Limitation Amendment Proposal, the Trust Amendment Proposal, the Director Proposal and the Auditor Proposal (together, the "Proposals"). The Adjournment Proposal will only be presented at the Special Meeting if there are not sufficient votes to approve the Proposals and the Company deems it prudent to adjourn such meeting in order to permit further solicitation with respect to such ProposalsCORPORATE GOVERNANCEISSUER00 ADIT EDTECH ACQUISITION CORP007024102US007024102307/11/2023The Extension Proposal - To amend Section 5.7 of the Amended and Restated Certificate of Incorporation, as amended (the ''Charter'') of Adit EdTech Acquisition Corp. (the "Company"), in the form set forth in Annex A of the accompanying proxy statement, to authorize the Company to extend the date by which it must consummate an initial business combination (as defined in the Charter) up to two additional times at the election of the Board for an additional three months each time (for a maximum of two three-month extensions), commencing on July 14, 2023, or otherwise (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 all of the shares of common stock, par value $0.0001 per share, (''Common Stock'') of the Company, included as part of the units sold in the Company's initial public offering (the ''IPO'') and (c) as promptly as reasonably possible following such redemption, subject to the approval of the Company's remaining stockholders and in accordance with applicable law, dissolve and liquidateCORPORATE GOVERNANCEISSUER286400FOR28640FOR ADIT EDTECH ACQUISITION CORP007024102US007024102307/11/2023The NTA Proposal - To amend Sections 5.4, 5.5, 5.6 and 5.11 of the Charter, in the form set forth in Annex A of the accompanying proxy statement, to remove the prohibition on the Company consummating an initial business combination or effecting a redemption or repurchase of IPO Shares (as defined in the Charter)in connection with an approved initial business combination, a tender offer and certain amendments to the Charter (described below) if, upon approval of any such initial business combination, tender offer or Charter amendment, the Company does not have net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended (or any successor rule)) in excess of $5 million (or any greater net tangible asset or cash requirement upon consummation of the Company's initial business combination that may be contained in the agreement relating to the initial business combination) after payment of the deferred underwriting commission. The Charter amendments relate to modifications of the substance or timing of the Company's obligation to provide for the redemption of IPO Shares in connection with an initial business combination, the redemption of 100% of the IPO Shares if the Company has not consummated an initial business combination within 24 months from the closing of the Company's IPO, or with respect to any other material provisions of the Charter relating to stockholder's rights or pre-initial business combination activityCAPITAL STRUCTUREISSUER286400FOR28640FOR ADIT EDTECH ACQUISITION CORP007024102US007024102307/11/2023The Adjournment Proposal - To approve the adjournment of the special meeting of stockholders of the Company 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 Extension Proposal or the NTA Proposal.CORPORATE GOVERNANCEISSUER286400FOR28640FOR ADIT EDTECH ACQUISITION CORP007024110US007024110607/11/2023The Extension Proposal - To amend Section 5.7 of the Amended and Restated Certificate of Incorporation, as amended (the ''Charter'') of Adit EdTech Acquisition Corp. (the "Company"), in the form set forth in Annex A of the accompanying proxy statement, to authorize the Company to extend the date by which it must consummate an initial business combination (as defined in the Charter) up to two additional times at the election of the Board for an additional three months each time (for a maximum of two three-month extensions), commencing on July 14, 2023, or otherwise (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 all of the shares of common stock, par value $0.0001 per share, (''Common Stock'') of the Company, included as part of the units sold in the Company's initial public offering (the ''IPO'') and (c) as promptly as reasonably possible following such redemption, subject to the approval of the Company's remaining stockholders and in accordance with applicable law, dissolve and liquidateCORPORATE GOVERNANCEISSUER00 ADIT EDTECH ACQUISITION CORP007024110US007024110607/11/2023The NTA Proposal - To amend Sections 5.4, 5.5, 5.6 and 5.11 of the Charter, in the form set forth in Annex A of the accompanying proxy statement, to remove the prohibition on the Company consummating an initial business combination or effecting a redemption or repurchase of IPO Shares (as defined in the Charter)in connection with an approved initial business combination, a tender offer and certain amendments to the Charter (described below) if, upon approval of any such initial business combination, tender offer or Charter amendment, the Company does not have net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended (or any successor rule)) in excess of $5 million (or any greater net tangible asset or cash requirement upon consummation of the Company's initial business combination that may be contained in the agreement relating to the initial business combination) after payment of the deferred underwriting commission. The Charter amendments relate to modifications of the substance or timing of the Company's obligation to provide for the redemption of IPO Shares in connection with an initial business combination, the redemption of 100% of the IPO Shares if the Company has not consummated an initial business combination within 24 months from the closing of the Company's IPO, or with respect to any other material provisions of the Charter relating to stockholder's rights or pre-initial business combination activityCAPITAL STRUCTUREISSUER00 ADIT EDTECH ACQUISITION CORP007024110US007024110607/11/2023The Adjournment Proposal - To approve the adjournment of the special meeting of stockholders of the Company 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 Extension Proposal or the NTA Proposal.CORPORATE GOVERNANCEISSUER00 ADIT EDTECH ACQUISITION CORP007024102US007024102311/30/2023To approve the transactions contemplated by the merger agreement, dated as of November 29, 2021, by and among Adit EdTech Acquisition Corp. ("ADEX"), ADEX Merger Sub, LLC, a Delaware limited liability company and a wholly owned direct subsidiary of ADEX, and Griid Holdco LLC, a Delaware limited liability company, as amended by the first amendment to the merger agreement, dated December 23, 2021, the second amendment to the merger agreement, dated October 17, 2022 and the third ...(due to space limits, see proxy material for full proposal).EXTRAORDINARY TRANSACTIONSISSUER286400FOR28640FOR ADIT EDTECH ACQUISITION CORP007024102US007024102311/30/2023To approve, assuming Proposal Nos. 1, 3, and 5 (such proposals, together with Proposal No. 2, the "condition precedent proposals") are approved and adopted, an amendment to ADEX's amended and restated certificate of incorporation, as amended (the "current charter," and, the amended and restated certificate of incorporation as amended, if such amendment is adopted, the "proposed charter").CORPORATE GOVERNANCEISSUER286400FOR28640FOR ADIT EDTECH ACQUISITION CORP007024102US007024102311/30/2023To approve, on a non-binding advisory basis, the following differences between ADEX's current charter and the proposed charter, which are being presented in accordance with the requirements of the Securities and Exchange Commission: An increase in the authorized share capital from 101,000,000 shares, consisting of 100,000,000 shares of common stock, par value $0.0001 per share (the "common stock") and 1,000,000 shares of preferred stock, par value $0.0001 per share (the ...(due to space limits, see proxy material for full proposal).CAPITAL STRUCTUREISSUER286400FOR28640FOR ADIT EDTECH ACQUISITION CORP007024102US007024102311/30/2023To approve, on a non-binding advisory basis, the following differences between ADEX's current charter and the proposed charter, which are being presented in accordance with the requirements of the Securities and Exchange Commission: The classification of the board of directors into three classes with only one class of directors being elected each year and each class serving three-year terms.SHAREHOLDER RIGHTS AND DEFENSESISSUER286400FOR28640FOR ADIT EDTECH ACQUISITION CORP007024102US007024102311/30/2023To approve, on a non-binding advisory basis, the following differences between ADEX's current charter and the proposed charter, which are being presented in accordance with the requirements of the Securities and Exchange Commission: The requirement that directors may be removed only for cause by the affirmative vote of the holders of at least 66 2/3% of the outstanding common stock entitled to vote thereon.CORPORATE GOVERNANCEISSUER286400FOR28640FOR ADIT EDTECH ACQUISITION CORP007024102US007024102311/30/2023To approve, on a non-binding advisory basis, the following differences between ADEX's current charter and the proposed charter, which are being presented in accordance with the requirements of the Securities and Exchange Commission: The requirement that any action required to permitted to be taken by the stockholders may be effected only at a duly called annual or special meeting of stockholders and may not be effected by any consent in writing and that stockholders may not call a special meeting.CORPORATE GOVERNANCEISSUER286400FOR28640FOR ADIT EDTECH ACQUISITION CORP007024102US007024102311/30/2023To approve, on a non-binding advisory basis, the following differences between ADEX's current charter and the proposed charter, which are being presented in accordance with the requirements of the Securities and Exchange Commission: The requirement that the affirmative vote of the holders of at least 66 2/3% of the voting power of the outstanding shares of capital stock entitled to vote thereon, voting together as a single class, be needed to amend the proposed charter.CORPORATE GOVERNANCEISSUER286400FOR28640FOR ADIT EDTECH ACQUISITION CORP007024102US007024102311/30/2023To approve, on a non-binding advisory basis, the following differences between ADEX's current charter and the proposed charter, which are being presented in accordance with the requirements of the Securities and Exchange Commission: A change in the post-merger company's corporate name from "Adit EdTech Acquisition Corp." to "GRIID Infrastructure Inc." and the removal of certain provisions related to ADEX's status as a blank check company that will no longer apply upon consummation of the merger.CORPORATE GOVERNANCEISSUER286400FOR28640FOR ADIT EDTECH ACQUISITION CORP007024102US007024102311/30/2023To approve and adopt, assuming the condition precedent proposals are approved and adopted, the GRIID Infrastructure Inc. 2023 Omnibus Incentive Compensation Plan.COMPENSATIONISSUER286400FOR28640FOR ADIT EDTECH ACQUISITION CORP007024102US007024102311/30/2023To approve, assuming the other condition precedent proposals are approved and adopted, for purposes of complying with applicable provisions of the NYSE American listing standard Section 713(a), the issuance of more than 20% of ADEX's outstanding common stock, par value $0.0001 per share, in connection with the merger and, for purposes of complying with the applicable provisions of the NYSE American listing standard Section 713(b), the change of control of ADEX.CAPITAL STRUCTUREISSUER286400FOR28640FOR ADIT EDTECH ACQUISITION CORP007024102US007024102311/30/2023Election of Director: David L. ShrierDIRECTOR ELECTIONSISSUER286400FOR28640FOR ADIT EDTECH ACQUISITION CORP007024102US007024102311/30/2023Election of Director: Sharmila KassamDIRECTOR ELECTIONSISSUER286400FOR28640FOR ADIT EDTECH ACQUISITION CORP007024102US007024102311/30/2023Election of Director: James D. Kelly IIIDIRECTOR ELECTIONSISSUER286400FOR28640FOR ADIT EDTECH ACQUISITION CORP007024102US007024102311/30/2023Election of Director: Neal SimmonsDIRECTOR ELECTIONSISSUER286400FOR28640FOR ADIT EDTECH ACQUISITION CORP007024102US007024102311/30/2023Election of Director: Sundar SubramaniamDIRECTOR ELECTIONSISSUER286400FOR28640FOR ADIT EDTECH ACQUISITION CORP007024102US007024102311/30/2023Election of Director: Tom ZaccagninoDIRECTOR ELECTIONSISSUER286400FOR28640FOR ADIT EDTECH ACQUISITION CORP007024102US007024102311/30/2023Election of Director: Cristina DolanDIRECTOR ELECTIONSISSUER286400FOR28640FOR ADIT EDTECH ACQUISITION CORP007024102US007024102311/30/2023To 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 for, or otherwise in connection with, the approval of any of the proposals.CORPORATE GOVERNANCEISSUER286400FOR28640FOR ADIT EDTECH ACQUISITION CORP007024110US007024110611/30/2023To approve the transactions contemplated by the merger agreement, dated as of November 29, 2021, by and among Adit EdTech Acquisition Corp. ("ADEX"), ADEX Merger Sub, LLC, a Delaware limited liability company and a wholly owned direct subsidiary of ADEX, and Griid Holdco LLC, a Delaware limited liability company, as amended by the first amendment to the merger agreement, dated December 23, 2021, the second amendment to the merger agreement, dated October 17, 2022 and the third ...(due to space limits, see proxy material for full proposal).EXTRAORDINARY TRANSACTIONSISSUER00 ADIT EDTECH ACQUISITION CORP007024110US007024110611/30/2023To approve, assuming Proposal Nos. 1, 3, and 5 (such proposals, together with Proposal No. 2, the "condition precedent proposals") are approved and adopted, an amendment to ADEX's amended and restated certificate of incorporation, as amended (the "current charter," and, the amended and restated certificate of incorporation as amended, if such amendment is adopted, the "proposed charter").CORPORATE GOVERNANCEISSUER00 ADIT EDTECH ACQUISITION CORP007024110US007024110611/30/2023To approve, on a non-binding advisory basis, the following differences between ADEX's current charter and the proposed charter, which are being presented in accordance with the requirements of the Securities and Exchange Commission: An increase in the authorized share capital from 101,000,000 shares, consisting of 100,000,000 shares of common stock, par value $0.0001 per share (the "common stock") and 1,000,000 shares of preferred stock, par value $0.0001 per share (the ...(due to space limits, see proxy material for full proposal).CAPITAL STRUCTUREISSUER00 ADIT EDTECH ACQUISITION CORP007024110US007024110611/30/2023To approve, on a non-binding advisory basis, the following differences between ADEX's current charter and the proposed charter, which are being presented in accordance with the requirements of the Securities and Exchange Commission: The classification of the board of directors into three classes with only one class of directors being elected each year and each class serving three-year terms.SHAREHOLDER RIGHTS AND DEFENSESISSUER00 ADIT EDTECH ACQUISITION CORP007024110US007024110611/30/2023To approve, on a non-binding advisory basis, the following differences between ADEX's current charter and the proposed charter, which are being presented in accordance with the requirements of the Securities and Exchange Commission: The requirement that directors may be removed only for cause by the affirmative vote of the holders of at least 66 2/3% of the outstanding common stock entitled to vote thereon.CORPORATE GOVERNANCEISSUER00 ADIT EDTECH ACQUISITION CORP007024110US007024110611/30/2023To approve, on a non-binding advisory basis, the following differences between ADEX's current charter and the proposed charter, which are being presented in accordance with the requirements of the Securities and Exchange Commission: The requirement that any action required to permitted to be taken by the stockholders may be effected only at a duly called annual or special meeting of stockholders and may not be effected by any consent in writing and that stockholders may not call a special meeting.CORPORATE GOVERNANCEISSUER00 ADIT EDTECH ACQUISITION CORP007024110US007024110611/30/2023To approve, on a non-binding advisory basis, the following differences between ADEX's current charter and the proposed charter, which are being presented in accordance with the requirements of the Securities and Exchange Commission: The requirement that the affirmative vote of the holders of at least 66 2/3% of the voting power of the outstanding shares of capital stock entitled to vote thereon, voting together as a single class, be needed to amend the proposed charter.CORPORATE GOVERNANCEISSUER00 ADIT EDTECH ACQUISITION CORP007024110US007024110611/30/2023To approve, on a non-binding advisory basis, the following differences between ADEX's current charter and the proposed charter, which are being presented in accordance with the requirements of the Securities and Exchange Commission: A change in the post-merger company's corporate name from "Adit EdTech Acquisition Corp." to "GRIID Infrastructure Inc." and the removal of certain provisions related to ADEX's status as a blank check company that will no longer apply upon consummation of the merger.CORPORATE GOVERNANCEISSUER00 ADIT EDTECH ACQUISITION CORP007024110US007024110611/30/2023To approve and adopt, assuming the condition precedent proposals are approved and adopted, the GRIID Infrastructure Inc. 2023 Omnibus Incentive Compensation Plan.COMPENSATIONISSUER00 ADIT EDTECH ACQUISITION CORP007024110US007024110611/30/2023To approve, assuming the other condition precedent proposals are approved and adopted, for purposes of complying with applicable provisions of the NYSE American listing standard Section 713(a), the issuance of more than 20% of ADEX's outstanding common stock, par value $0.0001 per share, in connection with the merger and, for purposes of complying with the applicable provisions of the NYSE American listing standard Section 713(b), the change of control of ADEX.CAPITAL STRUCTUREISSUER00 ADIT EDTECH ACQUISITION CORP007024110US007024110611/30/2023Election of Director: David L. ShrierDIRECTOR ELECTIONSISSUER00 ADIT EDTECH ACQUISITION CORP007024110US007024110611/30/2023Election of Director: Sharmila KassamDIRECTOR ELECTIONSISSUER00 ADIT EDTECH ACQUISITION CORP007024110US007024110611/30/2023Election of Director: James D. Kelly IIIDIRECTOR ELECTIONSISSUER00 ADIT EDTECH ACQUISITION CORP007024110US007024110611/30/2023Election of Director: Neal SimmonsDIRECTOR ELECTIONSISSUER00 ADIT EDTECH ACQUISITION CORP007024110US007024110611/30/2023Election of Director: Sundar SubramaniamDIRECTOR ELECTIONSISSUER00 ADIT EDTECH ACQUISITION CORP007024110US007024110611/30/2023Election of Director: Tom ZaccagninoDIRECTOR ELECTIONSISSUER00 ADIT EDTECH ACQUISITION CORP007024110US007024110611/30/2023Election of Director: Cristina DolanDIRECTOR ELECTIONSISSUER00 ADIT EDTECH ACQUISITION CORP007024110US007024110611/30/2023To 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 for, or otherwise in connection with, the approval of any of the proposals.CORPORATE GOVERNANCEISSUER00 ALLIANZGI CONV & INC FD92838X706US92838X706606/03/2024Election of Trustee (Class III) Deborah A. DeCotisDIRECTOR ELECTIONSISSUER16190FOR1619FOR ALLIANZGI CONV & INC FD92838X706US92838X706606/03/2024Election of Trustee (Class III) F. Ford DrummondDIRECTOR ELECTIONSISSUER16190FOR1619FOR ALLIANZGI CONV & INC FD92838X706US92838X706606/03/2024Election of Trustee (Class I) Connie D. McDanielDIRECTOR ELECTIONSISSUER16190FOR1619FOR ALLIANZGI CONV & INC FD92838X706US92838X706606/03/2024Election of Trustee (Class III) Brian T. ZinoDIRECTOR ELECTIONSISSUER16190FOR1619FOR ALLIANZGI CONV & INCOME FD II92838U702US92838U702806/03/2024Election of Trustee (Class III) F. Ford DrummondDIRECTOR ELECTIONSISSUER893850FOR89385FOR ALLIANZGI CONV & INCOME FD II92838U702US92838U702806/03/2024Election of Trustee (Class III) Connie D. McDanielDIRECTOR ELECTIONSISSUER893850FOR89385FOR ALLIANZGI CONV & INCOME FD II92838U702US92838U702806/03/2024Election of Trustee (Class III) Geraldine M. McNamaraDIRECTOR ELECTIONSISSUER893850FOR89385FOR ALLIANZGI CONV & INCOME FD II92838U702US92838U702806/03/2024Election of Trustee (Class III) R. Keith WaltonDIRECTOR ELECTIONSISSUER893850FOR89385FOR ALLIANZGI CONV & INM 2024 TRGT TRM COM92838R105US92838R105906/03/2024Election of Trustee (Class I) Connie D. McDanielDIRECTOR ELECTIONSISSUER2304140FOR230414FOR ALLIANZGI CONV & INM 2024 TRGT TRM COM92838R105US92838R105906/03/2024Election of Trustee (Class I) Philip R. McLoughlinDIRECTOR ELECTIONSISSUER2304140FOR230414FOR ALLIANZGI CONV & INM 2024 TRGT TRM COM92838R105US92838R105906/03/2024Election of Trustee (Class II) R. Keith WaltonDIRECTOR ELECTIONSISSUER2304140FOR230414FOR ALLIANZGI CONV & INM 2024 TRGT TRM COM92838R105US92838R105906/03/2024Election of Trustee (Class I) Brian T. ZinoDIRECTOR ELECTIONSISSUER2304140FOR230414FOR ALPHA STAR ACQUISITION CORPORATIONG0230C108KYG0230C108707/13/2023Election of Directors To approval of the appointment of five (5) members to the Board of Directors: Zhe ZhangDIRECTOR ELECTIONSISSUER276900FOR27690FOR ALPHA STAR ACQUISITION CORPORATIONG0230C108KYG0230C108707/13/2023Election of Directors To approval of the appointment of five (5) members to the Board of Directors: Guojian ChenDIRECTOR ELECTIONSISSUER276900FOR27690FOR ALPHA STAR ACQUISITION CORPORATIONG0230C108KYG0230C108707/13/2023Election of Directors To approval of the appointment of five (5) members to the Board of Directors: Patrick SwintDIRECTOR ELECTIONSISSUER276900FOR27690FOR ALPHA STAR ACQUISITION CORPORATIONG0230C108KYG0230C108707/13/2023Election of Directors To approval of the appointment of five (5) members to the Board of Directors: Xiaofeng ZhouDIRECTOR ELECTIONSISSUER276900FOR27690FOR ALPHA STAR ACQUISITION CORPORATIONG0230C108KYG0230C108707/13/2023Election of Directors To approval of the appointment of five (5) members to the Board of Directors: Huei-Ching (Tina) HuangDIRECTOR ELECTIONSISSUER276900FOR27690FOR ALPHA STAR ACQUISITION CORPORATIONG0230C108KYG0230C108707/13/2023Ratification 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 yearAUDIT-RELATEDISSUER276900FOR27690FOR ALPHA STAR ACQUISITION CORPORATIONG0230C108KYG0230C108707/13/2023Extension Proposal. Amend 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 statementCORPORATE GOVERNANCEISSUER276900FOR27690FOR ALPHA STAR ACQUISITION CORPORATIONG0230C108KYG0230C108707/13/2023Adjournment 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 and 3CORPORATE GOVERNANCEISSUER276900FOR27690FOR ALPHA STAR ACQUISITION CORPORATIONG0230C108KYG0230C108701/10/2024Extension 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 GOVERNANCEISSUER276900FOR27690FOR ALPHA STAR ACQUISITION CORPORATIONG0230C108KYG0230C108701/10/2024Target 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 sideCORPORATE GOVERNANCEISSUER276900FOR27690FOR ALPHA STAR ACQUISITION CORPORATIONG0230C108KYG0230C108701/10/2024Redemption 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 exceededCAPITAL STRUCTUREISSUER276900FOR27690FOR ALPHA STAR ACQUISITION CORPORATIONG0230C108KYG0230C108701/10/2024Adjournment 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 GOVERNANCEISSUER276900FOR27690FOR ARES ACQUISITION CORPORATIONG33032106KYG33032106108/01/2023Extension 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'')CORPORATE GOVERNANCEISSUER1499990FOR149999FOR ARES ACQUISITION CORPORATIONG33032106KYG33032106108/01/2023Adjournment 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, and Class B ordinary shares, par value $0.0001 per share and, together with the Class A Ordinary Shares, in the capital of AAC represented to constitute a quorum (ii) the Board determines that it is not necessary or no longer desirable to proceed with other proposalsCORPORATE GOVERNANCEISSUER1499990FOR149999FOR ARES ACQUISITION CORPORATIONG33032122KYG33032122808/01/2023Extension 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'')CORPORATE GOVERNANCEISSUER00 ARES ACQUISITION CORPORATIONG33032122KYG33032122808/01/2023Adjournment 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, and Class B ordinary shares, par value $0.0001 per share and, together with the Class A Ordinary Shares, in the capital of AAC represented to constitute a quorum (ii) the Board determines that it is not necessary or no longer desirable to proceed with other proposalsCORPORATE GOVERNANCEISSUER00 ARES ACQUISITION CORPORATIONG33032106KYG33032106110/31/2023Extension 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 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")CORPORATE GOVERNANCEISSUER1499990FOR149999FOR ARES ACQUISITION CORPORATIONG33032106KYG33032106110/31/2023Adjournment 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 GOVERNANCEISSUER1499990FOR149999FOR ARES ACQUISITION CORPORATIONG33032106KYG33032106110/31/2023The 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 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 ...(due to space limits, see proxy material for full proposal).CAPITAL STRUCTUREISSUER1499990FOR149999FOR ARES ACQUISITION CORPORATIONG33032106KYG33032106110/31/2023The 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 the accompanying 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 ...(due to space limits, see proxy material for full proposal).CORPORATE GOVERNANCEISSUER1499990FOR149999FOR ARES ACQUISITION CORPORATIONG33032106KYG33032106110/31/2023The 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 ...(due to space limits, see proxy material for full proposal).CORPORATE GOVERNANCEISSUER1499990FOR149999FOR ARES ACQUISITION CORPORATIONG33032106KYG33032106110/31/2023Advisory Organizational Documents Proposal - 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 ...(due to space limits, see proxy material for full proposal).CAPITAL STRUCTUREISSUER1499990FOR149999FOR ARES ACQUISITION CORPORATIONG33032106KYG33032106110/31/2023Advisory Organizational Documents Proposal - 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 STRUCTUREISSUER1499990FOR149999FOR ARES ACQUISITION CORPORATIONG33032106KYG33032106110/31/2023Advisory Organizational Documents Proposal - 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 ...(due to space limits, see proxy material for full proposal).CAPITAL STRUCTUREISSUER1499990FOR149999FOR ARES ACQUISITION CORPORATIONG33032106KYG33032106110/31/2023Advisory Organizational Documents Proposal - 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").CORPORATE GOVERNANCEISSUER1499990FOR149999FOR ARES ACQUISITION CORPORATIONG33032106KYG33032106110/31/2023Advisory Organizational Documents Proposal - 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 GOVERNANCEISSUER1499990FOR149999FOR ARES ACQUISITION CORPORATIONG33032106KYG33032106110/31/2023Advisory Organizational Documents Proposal - 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.CORPORATE GOVERNANCEISSUER1499990FOR149999FOR ARES ACQUISITION CORPORATIONG33032106KYG33032106110/31/2023Advisory Organizational Documents Proposal - 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 ...(due to space limits, see proxy material for full proposal).CORPORATE GOVERNANCEISSUER1499990FOR149999FOR ARES ACQUISITION CORPORATIONG33032106KYG33032106110/31/2023The 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."COMPENSATIONISSUER1499990FOR149999FOR ARES ACQUISITION CORPORATIONG33032106KYG33032106110/31/2023The 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 ELECTIONSISSUER1499990FOR149999FOR ARES ACQUISITION CORPORATIONG33032106KYG33032106110/31/2023The 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 GOVERNANCEISSUER1499990FOR149999FOR ARES ACQUISITION CORPORATIONG33032122KYG33032122810/31/2023Extension 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 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")CORPORATE GOVERNANCEISSUER00 ARES ACQUISITION CORPORATIONG33032122KYG33032122810/31/2023Adjournment 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 GOVERNANCEISSUER00 ARES ACQUISITION CORPORATIONG33032122KYG33032122810/31/2023The 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 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 ...(due to space limits, see proxy material for full proposal).CAPITAL STRUCTUREISSUER00 ARES ACQUISITION CORPORATIONG33032122KYG33032122810/31/2023The 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 the accompanying 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 ...(due to space limits, see proxy material for full proposal).CORPORATE GOVERNANCEISSUER00 ARES ACQUISITION CORPORATIONG33032122KYG33032122810/31/2023The 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 ...(due to space limits, see proxy material for full proposal).CORPORATE GOVERNANCEISSUER00 ARES ACQUISITION CORPORATIONG33032122KYG33032122810/31/2023Advisory Organizational Documents Proposal - 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 ...(due to space limits, see proxy material for full proposal).CAPITAL STRUCTUREISSUER00 ARES ACQUISITION CORPORATIONG33032122KYG33032122810/31/2023Advisory Organizational Documents Proposal - 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 STRUCTUREISSUER00 ARES ACQUISITION CORPORATIONG33032122KYG33032122810/31/2023Advisory Organizational Documents Proposal - 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 ...(due to space limits, see proxy material for full proposal).CAPITAL STRUCTUREISSUER00 ARES ACQUISITION CORPORATIONG33032122KYG33032122810/31/2023Advisory Organizational Documents Proposal - 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").CORPORATE GOVERNANCEISSUER00 ARES ACQUISITION CORPORATIONG33032122KYG33032122810/31/2023Advisory Organizational Documents Proposal - 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 GOVERNANCEISSUER00 ARES ACQUISITION CORPORATIONG33032122KYG33032122810/31/2023Advisory Organizational Documents Proposal - 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.CORPORATE GOVERNANCEISSUER00 ARES ACQUISITION CORPORATIONG33032122KYG33032122810/31/2023Advisory Organizational Documents Proposal - 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 ...(due to space limits, see proxy material for full proposal).CORPORATE GOVERNANCEISSUER00 ARES ACQUISITION CORPORATIONG33032122KYG33032122810/31/2023The 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."COMPENSATIONISSUER00 ARES ACQUISITION CORPORATIONG33032122KYG33032122810/31/2023The 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 ELECTIONSISSUER00 ARES ACQUISITION CORPORATIONG33032122KYG33032122810/31/2023The 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 GOVERNANCEISSUER00 ARES ACQUISITION CORPORATIONG33032106KYG33032106111/02/2023Extension 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 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")CORPORATE GOVERNANCEISSUER1499990FOR149999FOR ARES ACQUISITION CORPORATIONG33032106KYG33032106111/02/2023Adjournment 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 GOVERNANCEISSUER1499990FOR149999FOR ARISZ ACQUISITION CORP.040450108US040450108402/05/2024Charter 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 GOVERNANCEISSUER390630FOR39063FOR ARISZ ACQUISITION CORP.040450108US040450108402/05/2024Trust 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 ExtensionCORPORATE GOVERNANCEISSUER390630FOR39063FOR ARISZ ACQUISITION CORP.040450108US040450108402/05/2024Election Of Directors Romain GuerelDIRECTOR ELECTIONSISSUER390630FOR39063FOR ARISZ ACQUISITION CORP.040450108US040450108402/05/2024Ratification Of Appointment Of Independent Auditors- Approve the appointment of Marcum LLP, as the Company's independent auditors, for the fiscal year ending September 30, 2024AUDIT-RELATEDISSUER390630FOR39063FOR ARISZ ACQUISITION CORP.040450108US040450108402/05/2024Adjournment- 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 ProposalsCORPORATE GOVERNANCEISSUER390630FOR39063FOR ARISZ ACQUISITION CORP.040450108US040450108402/28/2024To 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''.CAPITAL STRUCTURECORPORATE GOVERNANCEISSUER390630FOR39063FOR ARISZ ACQUISITION CORP.040450108US040450108402/28/2024To 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 TRANSACTIONSISSUER390630FOR39063FOR ARISZ ACQUISITION CORP.040450108US040450108402/28/2024To 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 STRUCTUREISSUER390630FOR39063FOR ARISZ ACQUISITION CORP.040450108US040450108402/28/2024To 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.CAPITAL STRUCTURECORPORATE GOVERNANCEISSUER390630FOR39063FOR ARISZ ACQUISITION CORP.040450108US040450108402/28/2024To 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 TRANSACTIONSISSUER390630FOR39063FOR ARISZ ACQUISITION CORP.040450108US040450108402/28/2024The 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.CAPITAL STRUCTUREISSUER390630FOR39063FOR ARISZ ACQUISITION CORP.040450108US040450108402/28/2024Provisions 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 GOVERNANCEISSUER390630FOR39063FOR ARISZ ACQUISITION CORP.040450108US040450108402/28/2024Voting 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 GOVERNANCEISSUER390630FOR39063FOR ARISZ ACQUISITION CORP.040450108US040450108402/28/2024To 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 GOVERNANCEISSUER390630FOR39063FOR ATLANTIC COASTAL ACQUISITION CORP. II04845A108US04845A108812/15/2023Charter Amendment Proposal - Amend the Company's amended and restated certificate of incorporation as amended by the first amendment to the amended and restated certificate of incorporation to extend the date (the "Termination Date") by which the Company has to complete a business combination from December 19, 2023 (the "Original Termination Date") to February 19, 2024 (the "Extended Date) or such earlier date as determined by the Board of Directors and to allow the Company, without another vote, to elect to extend the Termination Date to consummate an initial business combination on a monthly basis for up to six times by an additional one month each time after the Extended Date, by resolution of the Company's board of directors, if requested by Atlantic Coastal Acquisition Management II LLC, a Delaware limited liability company, and upon five days' advance notice prior to the applicable Termination Date, until August 19, 2024 or a total of up to nine months after the Original Termination Date which we refer to as the "Charter Amendment Proposal."CORPORATE GOVERNANCEISSUER300000FOR30000FOR ATLANTIC COASTAL ACQUISITION CORP. II04845A108US04845A108812/15/2023Adjournment 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 Charter Amendment Proposal, which we refer to as the "Adjournment Proposal."CORPORATE GOVERNANCEISSUER300000FOR30000FOR AURORA TECHNOLOGY ACQUISITION CORP.G06984119KYG06984119807/27/2023The Extension Amendment Proposal - To amend the Company's Amended and Restated Articles of Association (the ''Articles'') to extend the date (the ''Termination Date'') by which the Company has to consummate a Business Combination (the ''Extension Amendment'') from August 9, 2023 (the ''Original Termination Date'') to September 9, 2023 (the ''Articles Extension Date'') and to allow the Company, without another shareholder vote, to elect to further extend the Termination Date to consummate a Business Combination on a monthly basis for up to five times by an additional one month each time after the Articles Extension Date, by resolution of the Company's board of directors (the ''Board''), if requested by ATAC Sponsor LLC., a Cayman Islands exempted company limited by shares (the ''Sponsor''), and upon two calendar days' advance notice prior to the applicable Termination Date, until February 7, 2024 (each, an ''Additional Articles Extension Date''), or a total of up to six months after the Original Termination Date, unless the closing of a Business Combination shall have occurred prior thereto as provided by the first resolution in the form set forth in Annex A to the accompanying proxy statement (the ''Extension Amendment Proposal'').CORPORATE GOVERNANCEISSUER724740FOR72474FOR AURORA TECHNOLOGY ACQUISITION CORP.G06984119KYG06984119807/27/2023The Redemption Limitation Amendment Proposal - To amend the Articles pursuant to an amendment to the Articles 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 Class A ordinary shares included as part of the units sold in the Company's initial public offering (the ''IPO'') to the extent such redemption would cause the Company's net tangible assets to be less than $5,000,001 (the ''Redemption Limitation'')CAPITAL STRUCTUREISSUER724740FOR72474FOR AURORA TECHNOLOGY ACQUISITION CORP.G06984119KYG06984119807/27/2023The Founder Conversion Amendment Proposal - To amend the Articles in the form set forth in Annex A to the accompanying proxy statement (the ''Founder Conversion Amendment'' and such proposal, the ''Founder Conversion Amendment Proposal'') to provide that the Class B ordinary shares may be converted either at the time of the consummation of the Company's initial business combination or at any earlier date at the option of the holders of the Class B ordinary sharesCAPITAL STRUCTURECORPORATE GOVERNANCEISSUER724740FOR72474FOR AURORA TECHNOLOGY ACQUISITION CORP.G06984119KYG06984119807/27/2023The Trust Amendment Proposal - To amend the Investment Management Trust Agreement (as amended, the ''Trust Agreement''), dated February 7, 2022, by and between the Company and Continental Stock Transfer & Trust Company, as trustee (''Continental''), pursuant to an amendment to the Trust Agreement in the form set forth in Annex B to the accompanying Proxy Statement, to extend the date on which Continental must liquidate the Trust Account (the ''Trust Account'') established in connection with the IPO if the Company has not completed its initial business combination, from August 9, 2023 to the earliest of (i) the Company's completion of the initial business combination and (ii) February 9, 2024, subject to extension as applicable (the ''Trust Amendment'' and, such proposal, the ''Trust Amendment Proposal'' and collectively with the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal and the Founder Conversion Amendment Proposal, the ''Proposals'')CORPORATE GOVERNANCEISSUER724740FOR72474FOR AURORA TECHNOLOGY ACQUISITION CORP.G06984119KYG06984119807/27/2023The Adjournment Proposal - To approve the adjournment of the Shareholder 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 otherwise at the discretion of the Chairman of the Shareholder Meeting (the "Adjournment Proposal").CORPORATE GOVERNANCEISSUER724740FOR72474FOR AURORA TECHNOLOGY ACQUISITION CORP.G06984127KYG06984127107/27/2023The Extension Amendment Proposal - To amend the Company's Amended and Restated Articles of Association (the ''Articles'') to extend the date (the ''Termination Date'') by which the Company has to consummate a Business Combination (the ''Extension Amendment'') from August 9, 2023 (the ''Original Termination Date'') to September 9, 2023 (the ''Articles Extension Date'') and to allow the Company, without another shareholder vote, to elect to further extend the Termination Date to consummate a Business Combination on a monthly basis for up to five times by an additional one month each time after the Articles Extension Date, by resolution of the Company's board of directors (the ''Board''), if requested by ATAC Sponsor LLC., a Cayman Islands exempted company limited by shares (the ''Sponsor''), and upon two calendar days' advance notice prior to the applicable Termination Date, until February 7, 2024 (each, an ''Additional Articles Extension Date''), or a total of up to six months after the Original Termination Date, unless the closing of a Business Combination shall have occurred prior thereto as provided by the first resolution in the form set forth in Annex A to the accompanying proxy statement (the ''Extension Amendment Proposal'').CORPORATE GOVERNANCEISSUER00 AURORA TECHNOLOGY ACQUISITION CORP.G06984127KYG06984127107/27/2023The Redemption Limitation Amendment Proposal - To amend the Articles pursuant to an amendment to the Articles 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 Class A ordinary shares included as part of the units sold in the Company's initial public offering (the ''IPO'') to the extent such redemption would cause the Company's net tangible assets to be less than $5,000,001 (the ''Redemption Limitation'')CAPITAL STRUCTUREISSUER00 AURORA TECHNOLOGY ACQUISITION CORP.G06984127KYG06984127107/27/2023The Founder Conversion Amendment Proposal - To amend the Articles in the form set forth in Annex A to the accompanying proxy statement (the ''Founder Conversion Amendment'' and such proposal, the ''Founder Conversion Amendment Proposal'') to provide that the Class B ordinary shares may be converted either at the time of the consummation of the Company's initial business combination or at any earlier date at the option of the holders of the Class B ordinary sharesCAPITAL STRUCTURECORPORATE GOVERNANCEISSUER00 AURORA TECHNOLOGY ACQUISITION CORP.G06984127KYG06984127107/27/2023The Trust Amendment Proposal - To amend the Investment Management Trust Agreement (as amended, the ''Trust Agreement''), dated February 7, 2022, by and between the Company and Continental Stock Transfer & Trust Company, as trustee (''Continental''), pursuant to an amendment to the Trust Agreement in the form set forth in Annex B to the accompanying Proxy Statement, to extend the date on which Continental must liquidate the Trust Account (the ''Trust Account'') established in connection with the IPO if the Company has not completed its initial business combination, from August 9, 2023 to the earliest of (i) the Company's completion of the initial business combination and (ii) February 9, 2024, subject to extension as applicable (the ''Trust Amendment'' and, such proposal, the ''Trust Amendment Proposal'' and collectively with the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal and the Founder Conversion Amendment Proposal, the ''Proposals'')CORPORATE GOVERNANCEISSUER00 AURORA TECHNOLOGY ACQUISITION CORP.G06984127KYG06984127107/27/2023The Adjournment Proposal - To approve the adjournment of the Shareholder 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 otherwise at the discretion of the Chairman of the Shareholder Meeting (the "Adjournment Proposal").CORPORATE GOVERNANCEISSUER00 AURORA TECHNOLOGY ACQUISITION CORP.G06984119KYG06984119812/18/2023The Business Combination Proposal - RESOLVED, as an ordinary resolution, that ATAK's entry into the Business Combination Agreement, dated as of February 26, 2023 (as amended, supplemented or otherwise modified from time to time, the "Business Combination Agreement"), by and among ATAK, Aurora Technology Merger Sub Corp., a Nevada corporation and a direct, wholly-owned subsidiary of ATAK ("ATAK Merger Sub"), and DIH Holding US, Inc., a Nevada corporation ("DIH"), a copy of which ...(due to space limits, see proxy material for full proposal).EXTRAORDINARY TRANSACTIONSISSUER724740FOR72474FOR AURORA TECHNOLOGY ACQUISITION CORP.G06984119KYG06984119812/18/2023The Domestication Proposal - RESOLVED, as a special resolution, that ATAK 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, ATAK 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 ATAK ...(due to space limits, see proxy material for full proposal).CAPITAL STRUCTURECORPORATE GOVERNANCEISSUER724740FOR72474FOR AURORA TECHNOLOGY ACQUISITION CORP.G06984119KYG06984119812/18/2023The Governing Documents Proposal - RESOLVED, as a special resolution, that the amended and restated memorandum and articles of association of ATAK currently in effect be amended and restated by the deletion in their entirety and the substitution in their place of the certificate of incorporation and bylaws (attached as Annex B and Annex C, respectively), and the proposed new amended and restated certificate of incorporation and proposed new bylaws (copies of each of which ...(due to space limits, see proxy material for full proposal).CORPORATE GOVERNANCEISSUER724740FOR72474FOR AURORA TECHNOLOGY ACQUISITION CORP.G06984119KYG06984119812/18/2023The Advisory Governing Documents Proposal 4A - RESOLVED, as an ordinary resolution, on an advisory non-binding basis, that the New DIH Board may issue any or all shares of New DIH Preferred Stock in one or more classes or series, with such terms and conditions as may be expressly determined by the New DIH Board and as may be permitted by the Delaware General Corporation Law.CAPITAL STRUCTUREISSUER724740FOR72474FOR AURORA TECHNOLOGY ACQUISITION CORP.G06984119KYG06984119812/18/2023The Advisory Governing Documents Proposal 4B - RESOLVED, as an ordinary resolution, on an advisory non-binding basis, to adopt Delaware as the exclusive forum for certain shareholder litigation and the federal district courts of the United States of America as the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act, unless New DIH consents in writing to the selection of an alternative forum.CORPORATE GOVERNANCEISSUER724740FOR72474FOR AURORA TECHNOLOGY ACQUISITION CORP.G06984119KYG06984119812/18/2023The Advisory Governing Documents Proposal 4C - RESOLVED, as an ordinary resolution, on an advisory non-binding basis, that any action required or permitted to be taken by the shareholders of New DIH must be effected at a duly called annual or special meeting of shareholders of New DIH and may not be effected by any consent in writing by such shareholders.CORPORATE GOVERNANCEISSUER724740FOR72474FOR AURORA TECHNOLOGY ACQUISITION CORP.G06984119KYG06984119812/18/2023The Advisory Governing Documents Proposal 4D - RESOLVED, as an ordinary resolution, on an advisory non-binding basis, that, subject to the rights of holders of preferred stock of New DIH, any director or the entire New DIH Board may be removed from office at any time, but only for cause, and only by the affirmative vote of the holders of a majority of the issued and outstanding capital stock of New DIH entitled to vote in the election of directors, voting together as a single class.CORPORATE GOVERNANCEISSUER724740FOR72474FOR AURORA TECHNOLOGY ACQUISITION CORP.G06984119KYG06984119812/18/2023The Advisory Governing Documents Proposal 4E - RESOLVED, as an ordinary resolution, on an advisory non-binding basis, the amendment provisions in the Proposed Certificate of Incorporation and Proposed Bylaws, which set forth the voting standards by which shareholders of New DIH may approve certain amendments to the Proposed Certificate of Incorporation and Proposed Bylaws, respectively.CORPORATE GOVERNANCEISSUER724740FOR72474FOR AURORA TECHNOLOGY ACQUISITION CORP.G06984119KYG06984119812/18/2023The Advisory Governing Documents Proposal 4F - RESOLVED, as an ordinary resolution, on an advisory non-binding basis, that the Proposed Certificate of Incorporation provide for a classified board of directors.SHAREHOLDER RIGHTS AND DEFENSESISSUER724740FOR72474FOR AURORA TECHNOLOGY ACQUISITION CORP.G06984119KYG06984119812/18/2023The Advisory Governing Documents Proposal 4G - RESOLVED, as an ordinary resolution, on an advisory non-binding basis, that the removal of provisions in ATAK's existing amended and restated memorandum and articles of association related to its status as a blank check company will no longer apply upon the consummation of the Business Combination.CORPORATE GOVERNANCEISSUER724740FOR72474FOR AURORA TECHNOLOGY ACQUISITION CORP.G06984119KYG06984119812/18/2023The Listing Proposal - RESOLVED, as an ordinary resolution, the issuance of shares of New DIH Class A Common Stock in connection with the Business Combination (as such terms are defined in the proxy statement/prospectus) be approved.CAPITAL STRUCTUREISSUER724740FOR72474FOR AURORA TECHNOLOGY ACQUISITION CORP.G06984119KYG06984119812/18/2023The Stock Incentive Plan Proposal - RESOLVED, as an ordinary resolution, that ATAK's adoption of the DIH Holding US, Inc. Stock Incentive Plan be approved, ratified and confirmed in all respects.COMPENSATIONISSUER724740FOR72474FOR AURORA TECHNOLOGY ACQUISITION CORP.G06984119KYG06984119812/18/2023Election of Class I Director to serve on the New DIH Board: Jason ChenDIRECTOR ELECTIONSISSUER724740FOR72474FOR AURORA TECHNOLOGY ACQUISITION CORP.G06984119KYG06984119812/18/2023Election of Class I Director to serve on the New DIH Board: Lynden BassDIRECTOR ELECTIONSISSUER724740FOR72474FOR AURORA TECHNOLOGY ACQUISITION CORP.G06984119KYG06984119812/18/2023Election of Class I Director to serve on the New DIH Board: Dr. Patrick BrunoDIRECTOR ELECTIONSISSUER724740FOR72474FOR AURORA TECHNOLOGY ACQUISITION CORP.G06984119KYG06984119812/18/2023Election of Class II Director to serve on the New DIH Board: Max BaucusDIRECTOR ELECTIONSISSUER724740FOR72474FOR AURORA TECHNOLOGY ACQUISITION CORP.G06984119KYG06984119812/18/2023Election of Class II Director to serve on the New DIH Board: F. Samuel Eberts IIIDIRECTOR ELECTIONSISSUER724740FOR72474FOR AURORA TECHNOLOGY ACQUISITION CORP.G06984119KYG06984119812/18/2023Election of Class III Director to serve on the New DIH Board: Ken LudlumDIRECTOR ELECTIONSISSUER724740FOR72474FOR AURORA TECHNOLOGY ACQUISITION CORP.G06984119KYG06984119812/18/2023Election of Class III Director to serve on the New DIH Board: Cathryn ChenDIRECTOR ELECTIONSISSUER724740FOR72474FOR AURORA TECHNOLOGY ACQUISITION CORP.G06984119KYG06984119812/18/2023The 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 votes of proxies if, based upon the tabulated votes at the time of the Shareholder Meeting, there are insufficient ATAK ordinary shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Shareholder Meeting or to approve the Business Combination Proposal, the ...(due to space limits, see proxy material for full proposal).CORPORATE GOVERNANCEISSUER724740FOR72474FOR AURORA TECHNOLOGY ACQUISITION CORP.G06984127KYG06984127112/18/2023The Business Combination Proposal - RESOLVED, as an ordinary resolution, that ATAK's entry into the Business Combination Agreement, dated as of February 26, 2023 (as amended, supplemented or otherwise modified from time to time, the "Business Combination Agreement"), by and among ATAK, Aurora Technology Merger Sub Corp., a Nevada corporation and a direct, wholly-owned subsidiary of ATAK ("ATAK Merger Sub"), and DIH Holding US, Inc., a Nevada corporation ("DIH"), a copy of which ...(due to space limits, see proxy material for full proposal).EXTRAORDINARY TRANSACTIONSISSUER00 AURORA TECHNOLOGY ACQUISITION CORP.G06984127KYG06984127112/18/2023The Domestication Proposal - RESOLVED, as a special resolution, that ATAK 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, ATAK 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 ATAK ...(due to space limits, see proxy material for full proposal).CAPITAL STRUCTURECORPORATE GOVERNANCEISSUER00 AURORA TECHNOLOGY ACQUISITION CORP.G06984127KYG06984127112/18/2023The Governing Documents Proposal - RESOLVED, as a special resolution, that the amended and restated memorandum and articles of association of ATAK currently in effect be amended and restated by the deletion in their entirety and the substitution in their place of the certificate of incorporation and bylaws (attached as Annex B and Annex C, respectively), and the proposed new amended and restated certificate of incorporation and proposed new bylaws (copies of each of which ...(due to space limits, see proxy material for full proposal).CORPORATE GOVERNANCEISSUER00 AURORA TECHNOLOGY ACQUISITION CORP.G06984127KYG06984127112/18/2023The Advisory Governing Documents Proposal 4A - RESOLVED, as an ordinary resolution, on an advisory non-binding basis, that the New DIH Board may issue any or all shares of New DIH Preferred Stock in one or more classes or series, with such terms and conditions as may be expressly determined by the New DIH Board and as may be permitted by the Delaware General Corporation Law.CAPITAL STRUCTUREISSUER00 AURORA TECHNOLOGY ACQUISITION CORP.G06984127KYG06984127112/18/2023The Advisory Governing Documents Proposal 4B - RESOLVED, as an ordinary resolution, on an advisory non-binding basis, to adopt Delaware as the exclusive forum for certain shareholder litigation and the federal district courts of the United States of America as the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act, unless New DIH consents in writing to the selection of an alternative forum.CORPORATE GOVERNANCEISSUER00 AURORA TECHNOLOGY ACQUISITION CORP.G06984127KYG06984127112/18/2023The Advisory Governing Documents Proposal 4C - RESOLVED, as an ordinary resolution, on an advisory non-binding basis, that any action required or permitted to be taken by the shareholders of New DIH must be effected at a duly called annual or special meeting of shareholders of New DIH and may not be effected by any consent in writing by such shareholders.CORPORATE GOVERNANCEISSUER00 AURORA TECHNOLOGY ACQUISITION CORP.G06984127KYG06984127112/18/2023The Advisory Governing Documents Proposal 4D - RESOLVED, as an ordinary resolution, on an advisory non-binding basis, that, subject to the rights of holders of preferred stock of New DIH, any director or the entire New DIH Board may be removed from office at any time, but only for cause, and only by the affirmative vote of the holders of a majority of the issued and outstanding capital stock of New DIH entitled to vote in the election of directors, voting together as a single class.CORPORATE GOVERNANCEISSUER00 AURORA TECHNOLOGY ACQUISITION CORP.G06984127KYG06984127112/18/2023The Advisory Governing Documents Proposal 4E - RESOLVED, as an ordinary resolution, on an advisory non-binding basis, the amendment provisions in the Proposed Certificate of Incorporation and Proposed Bylaws, which set forth the voting standards by which shareholders of New DIH may approve certain amendments to the Proposed Certificate of Incorporation and Proposed Bylaws, respectively.CORPORATE GOVERNANCEISSUER00 AURORA TECHNOLOGY ACQUISITION CORP.G06984127KYG06984127112/18/2023The Advisory Governing Documents Proposal 4F - RESOLVED, as an ordinary resolution, on an advisory non-binding basis, that the Proposed Certificate of Incorporation provide for a classified board of directors.SHAREHOLDER RIGHTS AND DEFENSESISSUER00 AURORA TECHNOLOGY ACQUISITION CORP.G06984127KYG06984127112/18/2023The Advisory Governing Documents Proposal 4G - RESOLVED, as an ordinary resolution, on an advisory non-binding basis, that the removal of provisions in ATAK's existing amended and restated memorandum and articles of association related to its status as a blank check company will no longer apply upon the consummation of the Business Combination.CORPORATE GOVERNANCEISSUER00 AURORA TECHNOLOGY ACQUISITION CORP.G06984127KYG06984127112/18/2023The Listing Proposal - RESOLVED, as an ordinary resolution, the issuance of shares of New DIH Class A Common Stock in connection with the Business Combination (as such terms are defined in the proxy statement/prospectus) be approved.CAPITAL STRUCTUREISSUER00 AURORA TECHNOLOGY ACQUISITION CORP.G06984127KYG06984127112/18/2023The Stock Incentive Plan Proposal - RESOLVED, as an ordinary resolution, that ATAK's adoption of the DIH Holding US, Inc. Stock Incentive Plan be approved, ratified and confirmed in all respects.COMPENSATIONISSUER00 AURORA TECHNOLOGY ACQUISITION CORP.G06984127KYG06984127112/18/2023Election of Class I Director to serve on the New DIH Board: Jason ChenDIRECTOR ELECTIONSISSUER00 AURORA TECHNOLOGY ACQUISITION CORP.G06984127KYG06984127112/18/2023Election of Class I Director to serve on the New DIH Board: Lynden BassDIRECTOR ELECTIONSISSUER00 AURORA TECHNOLOGY ACQUISITION CORP.G06984127KYG06984127112/18/2023Election of Class I Director to serve on the New DIH Board: Dr. Patrick BrunoDIRECTOR ELECTIONSISSUER00 AURORA TECHNOLOGY ACQUISITION CORP.G06984127KYG06984127112/18/2023Election of Class II Director to serve on the New DIH Board: Max BaucusDIRECTOR ELECTIONSISSUER00 AURORA TECHNOLOGY ACQUISITION CORP.G06984127KYG06984127112/18/2023Election of Class II Director to serve on the New DIH Board: F. Samuel Eberts IIIDIRECTOR ELECTIONSISSUER00 AURORA TECHNOLOGY ACQUISITION CORP.G06984127KYG06984127112/18/2023Election of Class III Director to serve on the New DIH Board: Ken LudlumDIRECTOR ELECTIONSISSUER00 AURORA TECHNOLOGY ACQUISITION CORP.G06984127KYG06984127112/18/2023Election of Class III Director to serve on the New DIH Board: Cathryn ChenDIRECTOR ELECTIONSISSUER00 AURORA TECHNOLOGY ACQUISITION CORP.G06984127KYG06984127112/18/2023The 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 votes of proxies if, based upon the tabulated votes at the time of the Shareholder Meeting, there are insufficient ATAK ordinary shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Shareholder Meeting or to approve the Business Combination Proposal, the ...(due to space limits, see proxy material for full proposal).CORPORATE GOVERNANCEISSUER00 BANNIX ACQUISITION CORP.066644113US066644113603/08/2024A 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 GOVERNANCEISSUER00 BANNIX ACQUISITION CORP.066644113US066644113603/08/2024A 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 GOVERNANCEISSUER00 BANNIX ACQUISITION CORP.066644113US066644113603/08/2024A 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 STRUCTUREISSUER00 BANNIX ACQUISITION CORP.066644113US066644113603/08/2024A proposal to elect six (6) nominees to our board of directors (the "Directors Proposal") Douglas DavisDIRECTOR ELECTIONSISSUER00 BANNIX ACQUISITION CORP.066644113US066644113603/08/2024A proposal to elect six (6) nominees to our board of directors (the "Directors Proposal") Craig J. MarshakDIRECTOR ELECTIONSISSUER00 BANNIX ACQUISITION CORP.066644113US066644113603/08/2024A proposal to elect six (6) nominees to our board of directors (the "Directors Proposal") Jamal "Jamie" KhurshidDIRECTOR ELECTIONSISSUER00 BANNIX ACQUISITION CORP.066644113US066644113603/08/2024A proposal to elect six (6) nominees to our board of directors (the "Directors Proposal") Eric T. ShussDIRECTOR ELECTIONSISSUER00 BANNIX ACQUISITION CORP.066644113US066644113603/08/2024A proposal to elect six (6) nominees to our board of directors (the "Directors Proposal") Ned L. SiegelDIRECTOR ELECTIONSISSUER00 BANNIX ACQUISITION CORP.066644113US066644113603/08/2024A proposal to elect six (6) nominees to our board of directors (the "Directors Proposal") Subash MenonDIRECTOR ELECTIONSISSUER00 BANNIX ACQUISITION CORP.066644113US066644113603/08/2024A 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-RELATEDISSUER00 BANNIX ACQUISITION CORP.066644113US066644113603/08/2024A 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")CORPORATE GOVERNANCEISSUER00 BARINGS CORPORATE INVESTORS06759X107US06759X107205/16/2024Election of Trustees: Edward P. Grace IIIDIRECTOR ELECTIONSISSUER159600FOR15548FORABSTAIN412AGAINST BARINGS CORPORATE INVESTORS06759X107US06759X107205/16/2024Election of Trustees: Clifford M. NoreenDIRECTOR ELECTIONSISSUER159600FOR15595FORABSTAIN365AGAINST BARINGS PARTICIPATION INVESTORS06761A103US06761A103405/16/2024Election of Trustees: Edward P. Grace IIIDIRECTOR ELECTIONSISSUER3085250FOR292083FORABSTAIN16442AGAINST BARINGS PARTICIPATION INVESTORS06761A103US06761A103405/16/2024Election of Trustees: Clifford M. NoreenDIRECTOR ELECTIONSISSUER3085250FOR292698FORABSTAIN15827AGAINST BATTERY FUTURE ACQUISITION CORP.G0888J124KYG0888J124211/14/2023The 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 GOVERNANCEISSUER00 BATTERY FUTURE ACQUISITION CORP.G0888J124KYG0888J124211/14/2023The 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 STRUCTUREISSUER00 BATTERY FUTURE ACQUISITION CORP.G0888J124KYG0888J124211/14/2023Trust 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 AccountCORPORATE GOVERNANCEISSUER00 BATTERY FUTURE ACQUISITION CORP.G0888J124KYG0888J124211/14/2023The 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 GOVERNANCEISSUER00 BELLEVUE LIFE SCIENCES ACQUISITION CORP079174108US079174108711/09/2023A proposal to amend (the ''First Extension Amendment'') the Amended and Restated Certificate of Incorporation (the ''charter'') of Bellevue Life Science Acquisition Corp. (the ''Company'') to allow the Company to extend the date by which the Company must consummate a business combination (the ''First Extension'') from November 14, 2023 to February 14, 2024.CORPORATE GOVERNANCEISSUER543280FOR54328FOR BELLEVUE LIFE SCIENCES ACQUISITION CORP079174108US079174108711/09/2023A proposal to give the Company's Board of Directors the authority in its discretion to amend (the ''Second Extension Amendment'') the Company's charter to extend the date by which the Company must consummate a business combination from February 14, 2024 to May 14, 2024.CORPORATE GOVERNANCEISSUER543280FOR54328FOR BELLEVUE LIFE SCIENCES ACQUISITION CORP079174108US079174108711/09/2023A proposal to amend (the ''Trust Amendment '') the Investment Management Trust Agreement, dated February 7, 2023, 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 November 14, 2023 to May 14, 2024.CORPORATE GOVERNANCEISSUER543280FOR54328FOR BELLEVUE LIFE SCIENCES ACQUISITION CORP079174108US079174108711/09/2023A 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 First Extension Amendment Proposal or the Trust Amendment Proposal or if the Company determines that additional time is necessary to effectuate the First Extension.CORPORATE GOVERNANCEISSUER543280FOR54328FOR BELLEVUE LIFE SCIENCES ACQUISITION CORP.079174108US079174108705/14/2024A proposal to amend (the "Extension Amendment Proposal") the Amended and Restated Certificate of Incorporation of Bellevue Life Sciences Acquisition Corp. (the "Company") to allow the Company to extend the date by which the Company must consummate a business combination from May 14, 2024 to November 14, 2024CORPORATE GOVERNANCEISSUER543280FOR54328FOR BELLEVUE LIFE SCIENCES ACQUISITION CORP.079174108US079174108705/14/2024A 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 to establish quorumCORPORATE GOVERNANCEISSUER543280FOR54328FOR BLACKROCK CALIFORNIA MUNICIPAL INCOME TR09248E102US09248E102907/11/2023DIRECTOR: Lorenzo A. FloresDIRECTOR ELECTIONSISSUER3339270FOR333927FOR BLACKROCK CALIFORNIA MUNICIPAL INCOME TR09248E102US09248E102907/11/2023DIRECTOR: R. Glenn HubbardDIRECTOR ELECTIONSISSUER3339270FOR333927FOR BLACKROCK CALIFORNIA MUNICIPAL INCOME TR09248E102US09248E102907/11/2023DIRECTOR: John M. PerlowskiDIRECTOR ELECTIONSISSUER3339270FOR333927FOR BLACKROCK CAPITAL ALLOCATION TRUST09260U109US09260U109707/11/2023To Elect Board Member Nominees: Cynthia L. EganDIRECTOR ELECTIONSISSUER15584370FOR1558437FOR BLACKROCK CAPITAL ALLOCATION TRUST09260U109US09260U109707/11/2023To Elect Board Member Nominees: Lorenzo A. FloresDIRECTOR ELECTIONSISSUER15584370FOR1558437FOR BLACKROCK CAPITAL ALLOCATION TRUST09260U109US09260U109707/11/2023To Elect Board Member Nominees: Stayce D. HarrisDIRECTOR ELECTIONSISSUER15584370FOR1558437FOR BLACKROCK CAPITAL ALLOCATION TRUST09260U109US09260U109707/11/2023To Elect Board Member Nominees: Catherine A. LynchDIRECTOR ELECTIONSISSUER15584370FOR1558437FOR BLACKROCK CAPITAL ALLOCATION TRUST09260U109US09260U109706/26/2024To Elect the Class II Board Member Nominee: R. Glenn HubbardDIRECTOR ELECTIONSISSUER14827040FOR1482704FOR BLACKROCK CAPITAL ALLOCATION TRUST09260U109US09260U109706/26/2024To Elect the Class II Board Member Nominee: W. Carl KesterDIRECTOR ELECTIONSISSUER14827040FOR1482704FOR BLACKROCK CAPITAL ALLOCATION TRUST09260U109US09260U109706/26/2024To Elect the Class II Board Member Nominee: John M. PerlowskiDIRECTOR ELECTIONSISSUER14827040FOR1482704FOR BLACKROCK CAPITAL ALLOCATION TRUST09260U109US09260U109706/26/2024If properly presented at the meeting, a proposal by a hedge fund managed by Saba Capital Management, L.P. to terminate the investment management agreement between the Trust and BlackRock Advisors, LLC.SHAREHOLDER RIGHTS AND DEFENSESISSUER14827040AGAINST1482704FOR BLACKROCK ESG CAPITAL ALLOCATION09262F100US09262F100308/07/2023Election of Class I Board Nominee: Cynthia L. EganDIRECTOR ELECTIONSISSUER16706780FOR1670678FOR BLACKROCK ESG CAPITAL ALLOCATION09262F100US09262F100308/07/2023Election of Class I Board Nominee: Lorenzo A. FloresDIRECTOR ELECTIONSISSUER16706780FOR1670678FOR BLACKROCK ESG CAPITAL ALLOCATION09262F100US09262F100308/07/2023Election of Class I Board Nominee: Stayce D. HarrisDIRECTOR ELECTIONSISSUER16706780FOR1670678FOR BLACKROCK ESG CAPITAL ALLOCATION09262F100US09262F100308/07/2023Election of Class I Board Nominee: Catherine A. LynchDIRECTOR ELECTIONSISSUER16706780FOR1670678FOR BLACKROCK ESG CAPITAL ALLOCATION09262F100US09262F100306/26/2024To Elect Board Member Nominee: Cynthia L. Egan (Class I)DIRECTOR ELECTIONSISSUER15284020FOR1528402FOR BLACKROCK ESG CAPITAL ALLOCATION09262F100US09262F100306/26/2024To Elect Board Member Nominee: Lorenzo A. Flores (Class I)DIRECTOR ELECTIONSISSUER15284020FOR1528402FOR BLACKROCK ESG CAPITAL ALLOCATION09262F100US09262F100306/26/2024To Elect Board Member Nominee: Stayce D. Harris (Class I)DIRECTOR ELECTIONSISSUER15284020FOR1528402FOR BLACKROCK ESG CAPITAL ALLOCATION09262F100US09262F100306/26/2024To Elect Board Member Nominee: R. Glenn Hubbard (Class II)DIRECTOR ELECTIONSISSUER15284020FOR1528402FOR BLACKROCK ESG CAPITAL ALLOCATION09262F100US09262F100306/26/2024To Elect Board Member Nominee: W. Carl Kester (Class II)DIRECTOR ELECTIONSISSUER15284020FOR1528402FOR BLACKROCK ESG CAPITAL ALLOCATION09262F100US09262F100306/26/2024To Elect Board Member Nominee: Catherine A. Lynch (Class I)DIRECTOR ELECTIONSISSUER15284020FOR1528402FOR BLACKROCK ESG CAPITAL ALLOCATION09262F100US09262F100306/26/2024To Elect Board Member Nominee: John M. Perlowski (Class II)DIRECTOR ELECTIONSISSUER15284020FOR1528402FOR BLACKROCK ESG CAPITAL ALLOCATION09262F100US09262F100306/26/2024If properly presented at the meeting, a proposal submitted by a hedge fund managed by Saba Capital Management, L.P. to terminate the investment management agreement between the Trust and BlackRock Advisors, LLC.SHAREHOLDER RIGHTS AND DEFENSESISSUER15284020AGAINST1528402FOR BLACKROCK HEALTH SCIENCES09260E105US09260E105507/11/2023To Elect Board Member Nominees: Cynthia L. EganDIRECTOR ELECTIONSISSUER1734610FOR173461FOR BLACKROCK HEALTH SCIENCES09260E105US09260E105507/11/2023To Elect Board Member Nominees: Lorenzo A. FloresDIRECTOR ELECTIONSISSUER1734610FOR173461FOR BLACKROCK HEALTH SCIENCES09260E105US09260E105507/11/2023To Elect Board Member Nominees: Stayce D. HarrisDIRECTOR ELECTIONSISSUER1734610FOR173461FOR BLACKROCK HEALTH SCIENCES09260E105US09260E105507/11/2023To Elect Board Member Nominees: Catherine A. LynchDIRECTOR ELECTIONSISSUER1734610FOR173461FOR BLACKROCK HEALTH SCIENCES09260E105US09260E105506/25/2024To Elect the Class II Board Member Nominee: R. Glenn HubbardDIRECTOR ELECTIONSISSUER5112780FOR511278FOR BLACKROCK HEALTH SCIENCES09260E105US09260E105506/25/2024To Elect the Class II Board Member Nominee: W. Carl KesterDIRECTOR ELECTIONSISSUER5112780FOR511278FOR BLACKROCK HEALTH SCIENCES09260E105US09260E105506/25/2024To Elect the Class II Board Member Nominee: John M. PerlowskiDIRECTOR ELECTIONSISSUER5112780FOR511278FOR BLACKROCK HEALTH SCIENCES09260E105US09260E105506/25/2024If properly presented at the meeting, a proposal submitted by a hedge fund managed by Saba Capital Management, L.P. to terminate the investment management agreement between the Trust and BlackRock Advisors, LLC.SHAREHOLDER RIGHTS AND DEFENSESISSUER5112780AGAINST511278FOR BLUE OCEAN ACQUISITION CORP.G1330L105KYG1330L105908/29/2023The 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 GOVERNANCEISSUER1148020FOR114802FOR BLUE OCEAN ACQUISITION CORP.G1330L105KYG1330L105908/29/2023The 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 holderCAPITAL STRUCTURECORPORATE GOVERNANCEISSUER1148020FOR114802FOR BLUE OCEAN ACQUISITION CORP.G1330L105KYG1330L105908/29/2023The 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 STRUCTUREISSUER1148020FOR114802FOR BLUE OCEAN ACQUISITION CORP.G1330L105KYG1330L105908/29/2023The 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, 2023AUDIT-RELATEDISSUER1148020FOR114802FOR BLUE OCEAN ACQUISITION CORP.G1330L105KYG1330L105908/29/2023The 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 ...(due to space limits, see proxy material for full proposal).CORPORATE GOVERNANCEISSUER1148020FOR114802FOR BLUERIVER ACQUISITION CORP.G1261Q115KYG1261Q115608/02/2023Extension Proposal - to consider and vote upon a proposal by the following special resolution to amend (the ''Extension Proposal'') the Company's amended and restated memorandum and articles of association (together, the ''Existing Charter'') to extend from August 2, 2023 (the ''Original Termination Date') to February 2, 2024 (the ''Extended 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 lawCORPORATE GOVERNANCEISSUER00 BLUERIVER ACQUISITION CORP.G1261Q115KYG1261Q115608/02/2023The Adjournment Proposal - to consider and vote upon a proposal by following ordinary resolution to approve the adjournment of the General Meeting by the chair thereof to a later date, if necessary, under certain circumstances, to solicit additional proxies for purpose of approving Extension Proposal, to amend 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.CORPORATE GOVERNANCEISSUER00 CALAMOS INVESTMENTS12812C106US12812C106206/26/2024DIRECTOR: John E. NealDIRECTOR ELECTIONSISSUER3756250FOR302405FORABSTAIN73220AGAINST CALAMOS INVESTMENTS12812C106US12812C106206/26/2024DIRECTOR: Karen L. StuckeyDIRECTOR ELECTIONSISSUER3756250FOR302032FORABSTAIN73593AGAINST CHURCHILL 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 GOVERNANCEISSUER600000FOR60000FOR CHURCHILL 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 GOVERNANCEISSUER600000FOR60000FOR CHURCHILL 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 GOVERNANCEISSUER600000FOR60000FOR CHURCHILL CAPITAL CORP VII17144M110US17144M110002/08/2024To 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 GOVERNANCEISSUER00 CHURCHILL CAPITAL CORP VII17144M110US17144M110002/08/2024To 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 GOVERNANCEISSUER00 CHURCHILL CAPITAL CORP VII17144M110US17144M110002/08/2024To 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 GOVERNANCEISSUER00 CLOUGH GLOBAL OPPORTUNITIES FUND18914E106US18914E106407/07/2023Shareholders of Clough Global Opportunities Fund are being asked to elect three (3) Trustees of such Fund, each to hold office for the term indicated and until his successor shall have been elected and qualified: Robert L. ButlerDIRECTOR ELECTIONSISSUER6790910FOR619172FORABSTAIN59919AGAINST CLOUGH GLOBAL OPPORTUNITIES FUND18914E106US18914E106407/07/2023Shareholders of Clough Global Opportunities Fund are being asked to elect three (3) Trustees of such Fund, each to hold office for the term indicated and until his successor shall have been elected and qualified: Karen DiGravioDIRECTOR ELECTIONSISSUER6790910FOR621257FORABSTAIN57834AGAINST CLOUGH GLOBAL OPPORTUNITIES FUND18914E106US18914E106407/07/2023Shareholders of Clough Global Opportunities Fund are being asked to elect three (3) Trustees of such Fund, each to hold office for the term indicated and until his successor shall have been elected and qualified: Kevin J. McNallyDIRECTOR ELECTIONSISSUER6790910FOR626872FORABSTAIN52219AGAINST COLOMBIER ACQUISITION CORP.19533H116US19533H116907/19/2023The NTA Proposal - 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 (as defined below), to remove from the Current Charter requirements limiting Colombier's ability to redeem shares of ...(due to space limits, see proxy material for full proposal).CAPITAL STRUCTUREISSUER00 COLOMBIER ACQUISITION CORP.19533H116US19533H116907/19/2023The Business Combination Proposal - 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 the capacity as Purchaser ...(due to space limits, see proxy material for full proposal).EXTRAORDINARY TRANSACTIONSISSUER00 COLOMBIER ACQUISITION CORP.19533H116US19533H116907/19/2023The Charter Proposal - 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 Proxy Statement as Annex B.CORPORATE GOVERNANCEISSUER00 COLOMBIER ACQUISITION CORP.19533H116US19533H116907/19/2023The Advisory Charter Proposal - To change the corporate name of the Combined Company to "PSQ Holdings, Inc." at and from the Closing of the Business Combination.CORPORATE GOVERNANCEISSUER00 COLOMBIER ACQUISITION CORP.19533H116US19533H116907/19/2023The Advisory Charter Proposal - 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 STRUCTUREISSUER00 COLOMBIER ACQUISITION CORP.19533H116US19533H116907/19/2023The Advisory Charter Proposal - To remove certain blank check provisions that will no longer be necessary upon consummation of the Business Combination.CORPORATE GOVERNANCEISSUER00 COLOMBIER ACQUISITION CORP.19533H116US19533H116907/19/2023The Advisory Charter Proposal - To provide for two classes of common stock: the Class A Common Stock and the Class C Common Stock. The Class C Common Stock will be held only by the Michael Seifert, the current founder and Chief Executive Officer of PSQ ("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 ...(due to space limits, see proxy material for full proposal).CAPITAL STRUCTUREISSUER00 COLOMBIER ACQUISITION CORP.19533H116US19533H116907/19/2023The Incentive Plan Proposal - 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 Proxy Statement as Annex D.COMPENSATIONISSUER00 COLOMBIER ACQUISITION CORP.19533H116US19533H116907/19/2023ESPP Proposal - 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 Proxy Statement as Annex E.CAPITAL STRUCTUREISSUER00 COLOMBIER ACQUISITION CORP.19533H116US19533H116907/19/2023The NYSE Proposal - 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.CAPITAL STRUCTUREISSUER00 COLOMBIER ACQUISITION CORP.19533H116US19533H116907/19/2023The Adjournment Proposal - To consider and vote upon a proposal to adjourn the Special Meeting to a later date or dates, if necessary, at the determination of the Board or the chairman of the Special Meeting.CORPORATE GOVERNANCEISSUER00 CONCORD ACQUISITION CORP II20607U207US20607U207808/29/2023The Charter Amendment - To amend Concord II's amended and restated certificate of incorporation (i) extend the date by which Concord II 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 (the ''Board'') of Concord II (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 $5,000,001CORPORATE GOVERNANCEISSUER450910FOR45091FOR CONCORD ACQUISITION CORP II20607U207US20607U207808/29/2023Adjournment of the Meeting: To direct the chairman of the special 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 any of the foregoing proposal.CORPORATE GOVERNANCEISSUER450910FOR45091FOR CORNERSTONE STRATEGIC VALUE FUND, INC.21924B302US21924B302404/16/2024To approve the election of three (3) directors to hold office until the year 2027 Annual Meeting of Stockholders: Ralph W. BradshawDIRECTOR ELECTIONSISSUER1682960FOR152673FORABSTAIN15623AGAINST CORNERSTONE STRATEGIC VALUE FUND, INC.21924B302US21924B302404/16/2024To approve the election of three (3) directors to hold office until the year 2027 Annual Meeting of Stockholders: Matthew W. MorrisDIRECTOR ELECTIONSISSUER1682960FOR152762FORABSTAIN15534AGAINST CORNERSTONE STRATEGIC VALUE FUND, INC.21924B302US21924B302404/16/2024To approve the election of three (3) directors to hold office until the year 2027 Annual Meeting of Stockholders: Scott B. RogersDIRECTOR ELECTIONSISSUER1682960FOR152946FORABSTAIN15350AGAINST CORNERSTONE STRATEGIC VALUE FUND, INC.21924B302US21924B302404/16/2024In their discretion, the proxies are authorized to consider and vote upon such other matters as may properly come before the said Meeting or any adjournment thereofOTHEROther BusinessISSUER1682960FOR130286FORAGAINST25278AGAINSTABSTAIN12732AGAINST DHC ACQUISITION CORP.G2758T117KYG2758T117712/01/2023Extension 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 ArticlesCORPORATE GOVERNANCEISSUER00 DHC ACQUISITION CORP.G2758T117KYG2758T117712/01/2023Adjournment - 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. 1CORPORATE GOVERNANCEISSUER00 DHC ACQUISITION CORP.G2758T117KYG2758T117703/05/2024THE BUSINESS COMBINATION PROPOSAL: To approve by ordinary resolution under Cayman Islands law to approve the transactions contemplated under the Business Combination Agreement and Plan of Reorganization, dated as of September 7, 2023, by and among DHC Acquisition Corp, a Cayman Islands exempted company ("DHC"), BEN Merger Subsidiary Corp., a Delaware corporation and direct wholly owned subsidiary of DHC, Brand Engagement Network Inc., a Wyoming corporation ("BEN"), and DHC Sponsor, LLC a Delaware ...(due to space limits, see proxy material for full proposal).EXTRAORDINARY TRANSACTIONSISSUER00 DHC ACQUISITION CORP.G2758T117KYG2758T117703/05/2024THE DOMESTICATION PROPOSAL: To approve by special resolution under Cayman Islands law to approve, assuming the Business Combination Proposal is approved and adopted, the change of DHC's jurisdiction of incorporation from the Cayman Islands to the State of Delaware by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the "Domestication").CAPITAL STRUCTUREISSUER00 DHC ACQUISITION CORP.G2758T117KYG2758T117703/05/2024THE ORGANIZATIONAL DOCUMENTS PROPOSAL: To approve by special resolution under Cayman Islands law to approve, assuming the Business Combination Proposal and the Domestication Proposal are approved and adopted, the amendment and restatement of DHC's current Amended and Restated Memorandum and Articles of Association (the "Current Charter") by their deletion and replacement in their entirety with the proposed new certificate of incorporation, a copy of which is attached to the proxy ...(due to space limits, see proxy material for full proposal).CORPORATE GOVERNANCEISSUER00 DHC ACQUISITION CORP.G2758T117KYG2758T117703/05/2024THE GOVERNANCE PROPOSAL: To modify the authorized share capital of DHC from (i) 500,000,000 DHC Class A Shares, par value $0.0001 per share, 50,000,000 DHC Class B Shares, par value $0.0001 per share, and 5,000,000 preference shares, par value $0.0001 per share, to (ii) 750,000,000 shares of New BEN Common Stock, par value $0.0001 per share and 10,000,000 shares of New BEN Preferred Stock, par value $0.0001 per share ("New BEN Preferred Stock").CAPITAL STRUCTUREISSUER00 DHC ACQUISITION CORP.G2758T117KYG2758T117703/05/2024THE GOVERNANCE PROPOSAL: To authorize the New BEN board of directors (the "New BEN Board") to issue any or all shares of New BEN Preferred Stock in one or more classes or series, with such terms and conditions as may be expressly determined by the New BEN Board and as may be permitted by the Delaware General Corporation Law.CAPITAL STRUCTUREISSUER00 DHC ACQUISITION CORP.G2758T117KYG2758T117703/05/2024THE GOVERNANCE PROPOSAL: To adopt the Court of Chancery of the State of Delaware as the exclusive forum for certain shareholder litigation and the federal district courts of the United States of America as the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act, unless New BEN consents in writing to the selection of an alternative forum.CORPORATE GOVERNANCEISSUER00 DHC ACQUISITION CORP.G2758T117KYG2758T117703/05/2024THE GOVERNANCE PROPOSAL: To require that any action required or permitted to be taken by the shareholders of New BEN must be effected at a duly called annual or special meeting of shareholders of New BEN and may not be effected by any written consent by such shareholders.CORPORATE GOVERNANCEISSUER00 DHC ACQUISITION CORP.G2758T117KYG2758T117703/05/2024THE GOVERNANCE PROPOSAL: To require that, subject to the rights of holders of preferred stock of BEN, any director or the entire New BEN Board may be removed from office at any time only by the affirmative vote of the holders of at least fifty percent (50%) of the voting power of all the then-outstanding shares of the capital stock of New BEN entitled to vote thereon, voting together as a single class.CORPORATE GOVERNANCEISSUER00 DHC ACQUISITION CORP.G2758T117KYG2758T117703/05/2024THE GOVERNANCE PROPOSAL: To approve that the Proposed Charter may be amended by shareholders in accordance with the voting standards set forth in Article IX of the Proposed Charter and the Bylaws may be amended by shareholders in accordance with the voting standards set forth in Article 13 of the Bylaws.CORPORATE GOVERNANCEISSUER00 DHC ACQUISITION CORP.G2758T117KYG2758T117703/05/2024THE GOVERNANCE PROPOSAL: To approve that the removal provisions in DHC'S Current Charter related to DHC'S status as a blank check company that will no longer apply upon the consummation of the Business Combination be approved.CORPORATE GOVERNANCEISSUER00 DHC ACQUISITION CORP.G2758T117KYG2758T117703/05/2024To consider and vote upon a proposal to elect Michael ZacharskiDIRECTOR ELECTIONSISSUER00 DHC ACQUISITION CORP.G2758T117KYG2758T117703/05/2024To consider and vote upon a proposal to elect Tyler J. LuckDIRECTOR ELECTIONSISSUER00 DHC ACQUISITION CORP.G2758T117KYG2758T117703/05/2024To consider and vote upon a proposal to elect Bernard PuckettDIRECTOR ELECTIONSISSUER00 DHC ACQUISITION CORP.G2758T117KYG2758T117703/05/2024To consider and vote upon a proposal to elect Christopher GaertnerDIRECTOR ELECTIONSISSUER00 DHC ACQUISITION CORP.G2758T117KYG2758T117703/05/2024To consider and vote upon a proposal to elect Jon LeibowitzDIRECTOR ELECTIONSISSUER00 DHC ACQUISITION CORP.G2758T117KYG2758T117703/05/2024To consider and vote upon a proposal to elect Janine GrassoDIRECTOR ELECTIONSISSUER00 DHC ACQUISITION CORP.G2758T117KYG2758T117703/05/2024THE STOCK PLAN PROPOSAL: To approve by ordinary resolution under Cayman Islands law to approve and adopt the New BEN 2023 Long-Term Incentive Plan (the "2023 LTIP"), a copy of which is to be attached to the proxy statement/prospectus as Annex D, to be effective upon the consummation of the Business Combination.COMPENSATIONISSUER00 DHC ACQUISITION CORP.G2758T117KYG2758T117703/05/2024THE NASDAQ PROPOSAL: To approve by ordinary resolution under Cayman Islands Law for purposes of complying with the applicable provisions of Nasdaq Listing Rule 5635(d), the issuance of the maximum number of shares of New BEN Common Stock issuable pursuant to the Subscription Agreement, dated September 7, 2023, by and among BEN and AFG Companies, Inc. ("AFG") and certain of its affiliates, and the Reseller Agreement, dated August 19, 2023, by and between BEN and AFG, to the extent such ...(due to space limits, see proxy material for full proposal).CAPITAL STRUCTUREISSUER00 DHC ACQUISITION CORP.G2758T117KYG2758T117703/05/2024THE ADJOURNMENT PROPOSAL: To approve a proposal by ordinary resolution under Cayman Islands law to approve the adjournment of the extraordinary general 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 DHC does not receive the requisite shareholder vote to approve the proposals or if the board of directors determines before the extraordinary ...(due to space limits, see proxy material for full proposal).CORPORATE GOVERNANCEISSUER00 DIRECT SELLING ACQUISITION CORP.25460L111US25460L111803/28/2024The 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 statementCORPORATE GOVERNANCEISSUER00 DIRECT SELLING ACQUISITION CORP.25460L111US25460L111803/28/2024Redemption 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 statementCAPITAL STRUCTUREISSUER00 DIRECT SELLING ACQUISITION CORP.25460L111US25460L111803/28/2024Founder 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 statementCAPITAL STRUCTURECORPORATE GOVERNANCEISSUER00 DIRECT SELLING ACQUISITION CORP.25460L111US25460L111803/28/2024Adjournment 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 GOVERNANCEISSUER00 DISTOKEN ACQUISITION CORPORATIONG27740110KYG27740110811/10/2023The 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 GOVERNANCEISSUER525660FOR52566FOR DISTOKEN ACQUISITION CORPORATIONG27740110KYG27740110811/10/2023Adjournment 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 & vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, approval of any of 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.CORPORATE GOVERNANCEISSUER525660FOR52566FOR EATON VANCE MUNICIPAL INCOME TRUST27826U108US27826U108803/13/2024Election of four Class I Trustees: Cynthia E. FrostDIRECTOR ELECTIONSISSUER1420350FOR133413FORABSTAIN8622AGAINST EATON VANCE MUNICIPAL INCOME TRUST27826U108US27826U108803/13/2024Election of four Class I Trustees: George J. GormanDIRECTOR ELECTIONSISSUER1420350FOR130894FORABSTAIN11141AGAINST EATON VANCE MUNICIPAL INCOME TRUST27826U108US27826U108803/13/2024Election of four Class I Trustees: Valerie A. MosleyDIRECTOR ELECTIONSISSUER1420350FOR132924FORABSTAIN9111AGAINST EATON VANCE MUNICIPAL INCOME TRUST27826U108US27826U108803/13/2024Election of four Class I Trustees: Susan J. SutherlandDIRECTOR ELECTIONSISSUER1420350FOR133394FORABSTAIN8641AGAINST EDIFY ACQUISITION CORP.28059Q111US28059Q111407/20/2023EXTENSION AMENDMENT - To 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'') from July 20, 2023 (the date that is 30 months from the closing date of the Company's initial public offering of units (the ''IPO'')) to October 20, 2023 (the date that is 33 months from the closing date of the IPO) (the ''Amended Date'') and on a monthly basis up to three times from the Amended Date to January 20, 2024CORPORATE GOVERNANCEISSUER00 EDIFY ACQUISITION CORP.28059Q111US28059Q111407/20/2023TRUST AMENDMENT PROPOSAL - To amend (the ''Trust Amendment'') the Investment Management Trust Agreement, dated January 14, 2021 (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, from July 20, 2023 (the date that is 30 months from the closing date of the IPO) to October 20, 2023 (the date that is 33 months from the closing date of the IPO) (the ''Initial Extension'') and on a monthly basis up to three times from the Amended Date to January 20, 2024 (the date that is 36 months from the closing date of the IPO)by depositing (i) the lesser of (a) $225,000 and (b) $0.15 into the trust account for each public share that has not been redeemed in accordance with the terms of the Company's charter for the Initial Extension and (ii) and the lesser of (a) $75,000 and (b) $0.05 into the trust account for each public share that has not been redeemed in accordance with the terms of the Company's charter for each subsequent one-month extension from the Amended Date to the Extended DateCORPORATE GOVERNANCEISSUER00 EDIFY ACQUISITION CORP.28059Q111US28059Q111407/20/2023To amend the Company's charter to remove the net tangible asset requirement from the Company's 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 United States Securities and Exchange Commission.CORPORATE GOVERNANCEISSUER00 EDIFY ACQUISITION CORP.28059Q111US28059Q111407/20/2023FOUNDER SHARE AMENDMENT PROPOSAL - To 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 holderCAPITAL STRUCTURECORPORATE GOVERNANCEISSUER00 EDIFY ACQUISITION CORP.28059Q111US28059Q111407/20/2023DIRECTOR ELECTION PROPOSAL - To re-elect Ari Horowitz and Susan Wolford as Class II directors of the Company's board of directors (the ''Board''). Susan WolfordDIRECTOR ELECTIONSISSUER00 EDIFY ACQUISITION CORP.28059Q111US28059Q111407/20/2023AUDITOR RATIFICATION PROPOSAL - To ratify the appointment of WithumSmith+Brown, PC as the Company's independent registered public accounting firm for the fiscal year ended December 31, 2023AUDIT-RELATEDISSUER00 EDIFY ACQUISITION CORP.28059Q111US28059Q111407/20/2023ADJOURNMENT - 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 Extension Amendment Proposal, the Trust Amendment Proposal, or the NTA Requirement Amendment Proposal, the Founder Share Amendment Proposal or if we determine that additional time is necessary to effectuate the Extension. This proposal is referred to as the "Adjournment Proposal".CORPORATE GOVERNANCEISSUER00 EDIFY ACQUISITION CORP.28059Q111US28059Q111401/19/2024To 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'') from January 20, 2024 (the date that is 36 months from the closing date of the Company's initial public offering of units (the ''IPO'')) on a monthly basis up to six times until July 20, 2024 (the ''Extended Date'') (the ''Extension Amendment Proposal'')CORPORATE GOVERNANCEISSUER00 EDIFY ACQUISITION CORP.28059Q111US28059Q111401/19/2024To amend (the ''Trust Amendment'') the Investment Management Trust Agreement, dated January 14, 2021 (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, from January 20, 2024 (the date that is 36 months from the closing date of the IPO) on a monthly basis up to six times until July 20, 2024 (the date that is 42 months from the closing date of the IPO) by depositing the lesser of (a) $49, 521.45 and (b) $0.05 into the trust account for each public share that has not been redeemed in accordance with the terms of the Company's charter for each one-month extension to the Extended Date (the ''Trust Amendment''). This proposal is referred to as the ''Trust Amendment Proposal''CORPORATE GOVERNANCEISSUER00 EDIFY ACQUISITION CORP.28059Q111US28059Q111401/19/2024To re-elect Jason Beckman and Jason Colodne as Class III directors of the Company's board of directors (the ''Board'') (the ''Director Election Proposal'') Jason BeckmanDIRECTOR ELECTIONSISSUER00 EDIFY ACQUISITION CORP.28059Q111US28059Q111401/19/2024To re-elect Jason Beckman and Jason Colodne as Class III directors of the Company's board of directors (the ''Board'') (the ''Director Election Proposal'') Jason ColodneDIRECTOR ELECTIONSISSUER00 EDIFY ACQUISITION CORP.28059Q111US28059Q111401/19/2024To ratify the appointment of WithumSmith+Brown, PC as the Company's independent registered public accounting firm for the fiscal year ended December 31, 2024 (the ''Auditor Ratification Proposal'')AUDIT-RELATEDISSUER00 EDIFY ACQUISITION CORP.28059Q111US28059Q111401/19/2024A 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, the Trust Amendment Proposal, or if we determine that additional time is necessary to effectuate the Extension. This proposal is referred to as 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, the Director Election Proposal and the Auditor Ratification ProposalCORPORATE GOVERNANCEISSUER00 EVEREST 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 GOVERNANCEISSUER342740FOR34274FOR EVEREST 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 priceCORPORATE GOVERNANCEISSUER342740FOR34274FOR EVEREST 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 STRUCTUREISSUER342740FOR34274FOR EVEREST 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 GOVERNANCEISSUER342740FOR34274FOR EVEREST 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, 2024CORPORATE GOVERNANCEISSUER342740FOR34274FOR EVEREST 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 RedemptionCORPORATE GOVERNANCEISSUER342740FOR34274FOR EVEREST 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 ExtensionCORPORATE GOVERNANCEISSUER342740FOR34274FOR EXCELFIN ACQUISITION CORP30069X110US30069X110110/20/2023THE 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, 2024CORPORATE GOVERNANCEISSUER00 EXCELFIN ACQUISITION CORP30069X110US30069X110110/20/2023THE 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 GOVERNANCEISSUER00 EXCELFIN ACQUISITION CORP30069X102US30069X102804/25/2024The 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 April 25, 2024 to June 25, 2024CORPORATE GOVERNANCEISSUER580380FOR58038FOR EXCELFIN ACQUISITION CORP30069X102US30069X102804/25/2024The Limitation Amendment Proposal - To amend the Company's amended and restated certificate of incorporation to eliminate from the certificate of incorporation 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 $5,000,001CAPITAL STRUCTUREISSUER580380FOR58038FOR EXCELFIN ACQUISITION CORP30069X102US30069X102804/25/2024The 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 or the Redemption Limitation Amendment Proposal, the Company would not adhere to the continued listing requirements of NasdaqCORPORATE GOVERNANCEISSUER580380FOR58038FOR FAST ACQUISITION CORP. II311874119US311874119409/26/2023The 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, as further amended by the Second Amendment to the Merger Agreement, dated as of July 7, 2023, and theThird 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 this proxy statement as Annex AEXTRAORDINARY TRANSACTIONSISSUER00 FAST ACQUISITION CORP. II311874119US311874119409/26/2023The 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 this proxy statement/prospectus, 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 Class A Common Stock, par value $0.0001 per share,("Pubco Class A Common Stock"), 150,000,000 shares of Pubco Class B Common Stock, par value $0.0001 per share ("Pubco Class A Common Stock") and 30,000,000 shares of preferred stockCAPITAL STRUCTUREISSUER00 FAST ACQUISITION CORP. II311874119US311874119409/26/2023The 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 this proxy statement/prospectus, 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 classCORPORATE GOVERNANCEISSUER00 FAST ACQUISITION CORP. II311874119US311874119409/26/2023The 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 this proxy statement/prospectus, respectively (the ''Pubco Organizational Documents Advisory Proposals''): (C) DGCL 203 Opt Out and Replacement - To approve a provision that Pubco will not be 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 GOVERNANCEISSUER00 FAST ACQUISITION CORP. II311874119US311874119409/26/2023The 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 this proxy statement/prospectus, 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 meetingCORPORATE GOVERNANCEISSUER00 FAST ACQUISITION CORP. II311874119US311874119409/26/2023The 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 this proxy statement/prospectus, 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 directorsCORPORATE GOVERNANCEISSUER00 FAST ACQUISITION CORP. II311874119US311874119409/26/2023The 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 this proxy statement/prospectus, 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 classCORPORATE GOVERNANCEISSUER00 FAST ACQUISITION CORP. II311874119US311874119409/26/2023The 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 this proxy statement/prospectus, 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 directorsCORPORATE GOVERNANCEISSUER00 FAST ACQUISITION CORP. II311874119US311874119409/26/2023The 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 this proxy statement/prospectus, 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 companiesCORPORATE GOVERNANCEISSUER00 FAST ACQUISITION CORP. II311874119US311874119409/26/2023The 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, or otherwise in connection with, the approval of the Business Combination Proposal and the Pubco Organizational Documents Advisory Proposals.CORPORATE GOVERNANCEISSUER00 FG MERGER CORP.30324Y101US30324Y101008/18/2023The FGMC Business Combination Proposal - to consider and vote upon a proposal to approve the Merger Agreement and Plan of Reorganization, dated as of January 5, 2023, by and among FGMC, FG Merger Sub Inc., a direct, wholly-owned subsidiary of FGMC and iCoreConnect Inc.and the transactions contemplated thereby, a copy of which is attached to the joint proxy statement/prospectus as Annex A.EXTRAORDINARY TRANSACTIONSISSUER675200FOR67520FOR FG MERGER CORP.30324Y101US30324Y101008/18/2023The FGMC Common Conversion Proposal - to adopt an amendment and restatement (the "Second Amended and Restated Certificate") to the amended and restated certificate of incorporation of FGMC, whereby in connection with the Closing, FGMC and the stockholders of FGMC shall effectuate an equity conversion, in which the FGMC Common Stock outstanding as of the date thereof is converted into a single class of FGMC Preferred Stock with the rights and obligations outlined in the Second Amended and Restated Certificate.CAPITAL STRUCTUREISSUER675200FOR67520FOR FG MERGER CORP.30324Y101US30324Y101008/18/2023The FGMC Charter Amendment Proposal - to approve an amendment and restatement of FGMC's amended and restated certificate of incorporation (the "Current Charter") in the form of the Proposed Charter attached to the joint proxy statement/prospectus as Annex C-1 to, among other things, change the name of FGMC to iCoreConnect Inc. and effect the amendments relating to corporate governance described below in FGMC Proposal 4.CORPORATE GOVERNANCEISSUER675200FOR67520FOR FG MERGER CORP.30324Y101US30324Y101008/18/2023FGMC Proposal 4(A) - that, upon the consummation of the Business Combination, the current Bylaws of FGMC be succeeded by the proposed new bylaws of the Combined Company, a copy of which is attached to the joint proxy statement/prospectus as Annex C-2.CORPORATE GOVERNANCEISSUER675200FOR67520FOR FG MERGER CORP.30324Y101US30324Y101008/18/2023FGMC Proposal 4(B) - that the authorized capital of the Combined Company will be (a) 100,000,000 shares of common stock, par value $0.0001 per share, and (b) 40,000,000 shares of preferred stock, par value $0.0001 per share.CAPITAL STRUCTUREISSUER675200FOR67520FOR FG MERGER CORP.30324Y101US30324Y101008/18/2023FGMC Proposal 4(C) - that the Combined Company's corporate existence will be perpetual, and to omit from the Proposed Charter the various provisions applicable only to special purpose acquisition companies.CORPORATE GOVERNANCEISSUER675200FOR67520FOR FG MERGER CORP.30324Y101US30324Y101008/18/2023FGMC Proposal 4(D) - that, upon the consummation of the Business Combination, all other changes necessary or desirable in connection with the approval of the Proposed Charter and Proposed Bylaws as part of the Business Combination are approved.CORPORATE GOVERNANCEISSUER675200FOR67520FOR FG MERGER CORP.30324Y101US30324Y101008/18/2023The FGMC Nasdaq Proposal- to consider and vote upon a proposal to approve the issuance of more than 20% of the issued and outstanding shares of FGMC Common Stock in connection with the issuance of a maximum of 9,800,000 shares of FGMC Common Stock (subject to adjustment) pursuant to the terms of the Merger Agreement, which will result in a change of control, as required by Nasdaq Listing Rules.CAPITAL STRUCTUREISSUER675200FOR67520FOR FG MERGER CORP.30324Y101US30324Y101008/18/2023Election of Director: Robert McDermottDIRECTOR ELECTIONSISSUER675200FOR67520FOR FG MERGER CORP.30324Y101US30324Y101008/18/2023Election of Director: Kevin Patrick McDermottDIRECTOR ELECTIONSISSUER675200FOR67520FOR FG MERGER CORP.30324Y101US30324Y101008/18/2023Election of Director: Harry Joseph TravisDIRECTOR ELECTIONSISSUER675200FOR67520FOR FG MERGER CORP.30324Y101US30324Y101008/18/2023Election of Director: John Robert PasqualDIRECTOR ELECTIONSISSUER675200FOR67520FOR FG MERGER CORP.30324Y101US30324Y101008/18/2023Election of Director: Joseph Anthony GittoDIRECTOR ELECTIONSISSUER675200FOR67520FOR FG MERGER CORP.30324Y101US30324Y101008/18/2023The FGMC Incentive Plan Proposal - to approve the 2023 Stock Plan, a copy of which is attached to the joint proxy statement/prospectus as Annex D, in connection with the Business Combination.COMPENSATIONISSUER675200FOR67520FOR FG MERGER CORP.30324Y101US30324Y101008/18/2023The NTA Requirement Amendment Proposal - to amend the Current Charter to expand the methods that FGMC may employ to not become subject to the "penny stock" rules of the Securities and Exchange Commission.CAPITAL STRUCTUREISSUER675200FOR67520FOR FG MERGER CORP.30324Y101US30324Y101008/18/2023The FGMC Adjournment Proposal - to consider and vote upon a proposal to approve the adjournment of the FGMC Special Meeting by the chairman thereof to a later date, if necessary, under certain circumstances.CORPORATE GOVERNANCEISSUER675200FOR67520FOR FIRST TRUST HY OPPORTUNITIES 2027 TERM33741Q107US33741Q107609/11/2023Election of Two Class I Trustees Richard E. EricksonDIRECTOR ELECTIONSISSUER3449010FOR314567FORWITHHOLD30334AGAINST FIRST TRUST HY OPPORTUNITIES 2027 TERM33741Q107US33741Q107609/11/2023Election of Two Class I Trustees Thomas R. KadlecDIRECTOR ELECTIONSISSUER3449010FOR312642FORWITHHOLD32259AGAINST FUSION ACQUISITION CORP. II36118N110US36118N110109/01/2023To 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 GOVERNANCEISSUER00 FUSION ACQUISITION CORP. II36118N110US36118N110109/01/2023To 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")CAPITAL STRUCTUREISSUER00 FUSION ACQUISITION CORP. II36118N110US36118N110109/01/2023To 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 GOVERNANCEISSUER00 FUTURETECH II ACQUISITION CORP.36119D103US36119D103708/17/2023Extension 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 for up to an additional six months, from August 18, 2023 to up to February 18, 2024, or such earlier date as determined by the board of directors of the Company provided that the Sponsor (or its affiliates or permitted designees) will deposit into the Trust Account the Extension Payment for each such one-month extensionCORPORATE GOVERNANCEISSUER308800FOR30880FOR FUTURETECH II ACQUISITION CORP.36119D103US36119D103708/17/2023Amend the Investment Management Trust Agreement, dated as of February 18, 2022, 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 to the Extended Date pursuant to the Charter AmendmentCORPORATE GOVERNANCEISSUER308800FOR30880FOR FUTURETECH II ACQUISITION CORP.36119D103US36119D103708/17/2023Adjournment Proposal - 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 proposals.CORPORATE GOVERNANCEISSUER308800FOR30880FOR FUTURETECH II ACQUISITION CORP.36119D103US36119D103702/14/2024Extension 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 for up to an additional nine months, from February 18, 2024 to up to November 18, 2024, or such earlier date as determined by the board of directors of the Company, provided that the Sponsor ( or its affiliates or permitted designees ) will deposit into the Trust Account the Extension Payment for each such one-month extensionCORPORATE GOVERNANCEISSUER308800FOR30880FOR FUTURETECH II ACQUISITION CORP.36119D103US36119D103702/14/2024Adjournment Proposal - 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 proposals.CORPORATE GOVERNANCEISSUER308800FOR30880FOR GENESIS UNICORN CAPITAL CORP.37187C100US37187C100907/26/2023The Reincorporation Merger Proposal - to approve the merger of GUCC with and into ESGL Holdings Limited, a Cayman Islands exempted company ("PubCo"), with PubCo remaining as the surviving publicly traded entity, and the Reincorporation Plan of Merger. We refer to the merger as Reincorporation MergerCORPORATE GOVERNANCEISSUER537730FOR53773FOR GENESIS UNICORN CAPITAL CORP.37187C100US37187C100907/26/2023The Acquisition Merger Proposal - to approve the transactions contemplated under the Merger Agreement, dated as of November 29, 2022 (as may be amended from time to time, the "Merger Agreement"), by and among GUCC, PubCo, ESGH Merger Sub Corp, a Cayman Islands exempted company and wholly-owned subsidiary of PubCo ("Merger Sub"), Environmental Solutions Group Holdings Limited, a Cayman Islands exempted company ("ESGL"), and Quek Leng Chuang, solely in his capacity as the shareholder representative, agent and attorney-in-fact of the shareholders (the "Shareholder Representative") (the "Business CombinationEXTRAORDINARY TRANSACTIONSISSUER537730FOR53773FOR GENESIS UNICORN CAPITAL CORP.37187C100US37187C100907/26/2023The Nasdaq 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 shares of GUCC Class A common stock and the resulting change in control in connection with the Business CombinationCAPITAL STRUCTUREISSUER537730FOR53773FOR GENESIS UNICORN CAPITAL CORP.37187C100US37187C100907/26/2023The Charter Amendment Proposal - to approve on a non-binding advisory basis, certain differences between GUCC and PubCo including the governance provisions set forth in PubCo's Amended and Restated Memorandum and Articles of Association, a copy of which is attached to the proxy statement/prospectus as Annex BCORPORATE GOVERNANCEISSUER537730FOR53773FOR GENESIS UNICORN CAPITAL CORP.37187C100US37187C100907/26/2023The Adjournment Proposal - to approve the adjournment of the Special Meeting of Stockholders 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 GUCC does not receive the requisite stockholder vote to approve Proposals 1, 2, 3 and 4.CORPORATE GOVERNANCEISSUER537730FOR53773FOR GIGCAPITAL5, INC.37519U117US37519U117009/28/2023Charter Amendment - Amend the Company's Amended and Restated Certificate of Incorporation, giving the Company the right to extend the date by which it has to consummate a business combination one (1) time, from September 28, 2023 to December 31, 2023CORPORATE GOVERNANCEISSUER00 GIGCAPITAL5, INC.37519U117US37519U117009/28/2023Trust Amendment - Amend the Company's investment management trust agreement, dated as of September 23, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as amended by Amendment No. 1 on September 23, 2022 and Amendment No. 2 on March 28, 2023, allowing the Company to (a) extend the Combination Period one (1) time, from September 28, 2023 to December 31, 2023CORPORATE GOVERNANCEISSUER00 GIGCAPITAL5, INC.37519U117US37519U117012/28/2023Charter Amendment - Amend the Company's Amended and Restated Certificate of Incorporation, giving the Company the right to extend the date by which it has to consummate a business combination one (1) time, from December 31, 2023 to March 31, 2024CORPORATE GOVERNANCEISSUER00 GIGCAPITAL5, INC.37519U117US37519U117012/28/2023Trust Amendment - Amend the Company's investment management trust agreement, dated as of September 23, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as amended by Amendment No. 1 on September 23, 2022, Amendment No. 2 on March 28, 2023, Amendment No. 3 on September 28, 2023, and Amendment No. 4 on December 7, 2023, allowing the Company to (a) extend the Combination Period one (1) time, from December 31, 2023 until the final date for completion of an initial business combination set forth in the charter without any additional payment to the Trust Account, which after the approval of the Charter Amendment will be March 31, 2024CORPORATE GOVERNANCEISSUER00 GIGCAPITAL5, INC.37519U117US37519U117002/20/2024The Business Combination Proposal - To consider and vote upon a proposal to approve the Business Combination Agreement, dated as of December 8, 2022, as amended, (the "Business Combination Agreement"), by and among GigCapital5, QTI Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of GigCapital5 ("Merger Sub"), and QT Imaging, Inc., a Delaware corporation ("QT Imaging"), and the transactions contemplated thereby, pursuant to which Merger Sub will merge with and into QT Imaging ...(due to space limits, see proxy material for full proposal).EXTRAORDINARY TRANSACTIONSISSUER00 GIGCAPITAL5, INC.37519U117US37519U117002/20/2024The Board Classification Charter Proposal - To provide for the classification of our board of directors into three classes of directors with staggered terms of office and to make certain related changes.SHAREHOLDER RIGHTS AND DEFENSESISSUER00 GIGCAPITAL5, INC.37519U117US37519U117002/20/2024The Additional Charter Amendments in Connection with the Business Combination Proposal - To consider and vote upon two proposals to adopt the proposed Second Amended and Restated Certificate of Incorporation of GigCapital5 (the "Proposed Charter"), in the form attached hereto as Annex B (the "Additional Charter Amendments in Connection with the Business Combination Proposal").CORPORATE GOVERNANCEISSUER00 GIGCAPITAL5, INC.37519U117US37519U117002/20/2024The Director Election Proposal - To consider and vote upon a proposal to elect seven directors to serve on the board of directors of the Combined Company (the "Combined Company Board") until the first annual meeting of stockholders following the effectiveness of the Proposed Charter, in the case of Class I directors; the second annual meeting of stockholders following the effectiveness of the Proposed Charter, in the case of Class II directors; and the third annual meeting of stockholders ...(due to space limits, see proxy material for full proposal).DIRECTOR ELECTIONSISSUER00 GIGCAPITAL5, INC.37519U117US37519U117002/20/2024The Nasdaq Proposal - To consider and vote upon a proposal to approve, for purposes of complying with applicable listing rules of the Nasdaq: (i) the issuance of shares of GigCapital5 Common Stock to QT Imaging stockholders pursuant to the Business Combination Agreement; and (ii) the issuance of an aggregate of up to $50,000,000 Combined Company Common Stock from time to time to Yorkville over a 36-month period following the Closing pursuant to the Yorkville Financing; (the "Nasdaq Proposal").CAPITAL STRUCTUREISSUER00 GIGCAPITAL5, INC.37519U117US37519U117002/20/2024The Equity Incentive Plan Proposal - To consider and vote upon a proposal to approve and adopt the QT Imaging Holdings, Inc. 2024 Equity Incentive Plan attached to this proxy statement/prospectus as Annex G (the "Equity Incentive Plan Proposal").COMPENSATIONISSUER00 GIGCAPITAL5, INC.37519U117US37519U117002/20/2024The Adjournment Proposal - To consider and vote upon a proposal to approve the adjournment of the Stockholders' 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 the approval of the Business Combination Proposal, the Board Classification Charter Proposal, the Additional Charter Amendments in Connection with the Business Combination Proposal, the Director Election Proposal, the Nasdaq ...(due to space limits, see proxy material for full proposal).CORPORATE GOVERNANCEISSUER00 GLOBALINK INVESTMENT, INC.37892F109US37892F109311/28/2023Amend the Company's charter to extend the date by which the Company must (i) consummate a business combination, (ii) cease its operations if it fails to complete such business combination, and (iii) redeem or repurchase 100% of the Company's outstanding public shares of common stock included as part of the units sold in the Company's IPO, from December 9, 2023 to, if the Company elects to extend the date to consummate a business combination, for up to twelve times of monthly extensions, to December 9, 2024, unless the closing of the Company's initial business combination shall have occurred. This is referred to as the "Extension Amendment Proposal".CORPORATE GOVERNANCEISSUER655310FOR65531FOR GLOBALINK INVESTMENT, INC.37892F109US37892F109311/28/2023Amend the Company's investment management trust agreement, dated as of December 6, 2021 (the "Trust Agreement"), as amended on March 6, 2023, by and between the Company and Continental Stock Transfer & Trust Company (the "Trustee"), extending the time for the Company to complete its initial business combination under the Trust Agreement from December 9, 2023 to, if the Company elects to extend the date to consummate a business combination, for up to twelve times of monthly extensions, to December 9, 2024), by depositing into the Trust Account $60,000 for each one-month extension from December 9, 2023 to December 9, 2024 (each an "Extension Payment"), unless the Closing of the Company's initial business combination shall have occurred. This is referred to as the "Trust Amendment Proposal".CORPORATE GOVERNANCEISSUER655310FOR65531FOR GLOBALINK INVESTMENT, INC.37892F109US37892F109311/28/2023Re-elect Kian Huat Lai as Class I director of the Company, until the annual meeting of the Company to be held in 2026 or until his successor is appointed and qualified. This is referred to as the "Director Election Proposal". Kian Huat LaiDIRECTOR ELECTIONSISSUER655310FOR65531FOR GLOBALINK INVESTMENT, INC.37892F109US37892F109311/28/2023Adjournment 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, the Trust Amendment Proposal, and the Director Election Proposal. This is referred to as the "Adjournment Proposal."CORPORATE GOVERNANCEISSUER655310FOR65531FOR GORES 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 GOVERNANCEISSUER686100FOR68610FOR GORES 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 GOVERNANCEISSUER686100FOR68610FOR GRAF ACQUISITION CORP. IV384272100US384272100909/25/2023The 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 ...(due to space limits, see proxy material for full proposal).EXTRAORDINARY TRANSACTIONSISSUER483200FOR48320FOR GRAF ACQUISITION CORP. IV384272100US384272100909/25/2023The 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 GOVERNANCEISSUER483200FOR48320FOR GRAF 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 STRUCTUREISSUER483200FOR48320FOR GRAF 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 GOVERNANCEISSUER483200FOR48320FOR GRAF 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 GOVERNANCEISSUER483200FOR48320FOR GRAF 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.CORPORATE GOVERNANCEISSUER483200FOR48320FOR GRAF 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 GOVERNANCEISSUER483200FOR48320FOR GRAF ACQUISITION CORP. IV384272100US384272100909/25/2023The 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 ...(due to space limits, see proxy material for full proposal).CAPITAL STRUCTUREISSUER483200FOR48320FOR GRAF 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.COMPENSATIONISSUER483200FOR48320FOR GRAF 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.CAPITAL STRUCTUREISSUER483200FOR48320FOR GRAF ACQUISITION CORP. IV384272100US384272100909/25/2023DIRECTOR: Sangwoo ParkDIRECTOR ELECTIONSISSUER483200FOR48320FOR GRAF ACQUISITION CORP. IV384272100US384272100909/25/2023DIRECTOR: Paul SongDIRECTOR ELECTIONSISSUER483200FOR48320FOR GRAF ACQUISITION CORP. IV384272100US384272100909/25/2023DIRECTOR: Withdrawn NomineeDIRECTOR ELECTIONSISSUER483200FOR48320FOR GRAF ACQUISITION CORP. IV384272100US384272100909/25/2023DIRECTOR: Kathleen ScottDIRECTOR ELECTIONSISSUER483200FOR48320FOR GRAF ACQUISITION CORP. IV384272100US384272100909/25/2023DIRECTOR: Michael KlowdenDIRECTOR ELECTIONSISSUER483200FOR48320FOR GRAF ACQUISITION CORP. IV384272100US384272100909/25/2023The 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 any of the proposals by the stockholders of Graf or if Graf determines that additional time is necessary to consummate the Business Combination.CORPORATE GOVERNANCEISSUER483200FOR48320FOR GRAF ACQUISITION CORP. IV384272100US384272100909/25/2023The 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 the Supplement to the Proxy Statement/Prospectus (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.OTHEROther Voting MattersISSUER483200FOR48320FOR GRAF ACQUISITION CORP. IV384272100US384272100909/25/2023The Director Election Proposal - to elect: nominee Alana McNultyDIRECTOR ELECTIONSISSUER483200FOR48320FOR GRAF ACQUISITION CORP. IV384272118US384272118109/25/2023The 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 ...(due to space limits, see proxy material for full proposal).EXTRAORDINARY TRANSACTIONSISSUER00 GRAF ACQUISITION CORP. IV384272118US384272118109/25/2023The 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 GOVERNANCEISSUER00 GRAF ACQUISITION CORP. IV384272118US384272118109/25/2023Advisory 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 STRUCTUREISSUER00 GRAF ACQUISITION CORP. IV384272118US384272118109/25/2023Advisory Charter Proposal B: A proposal to eliminate various provisions applicable only to blank check companies, including business combination requirements.CORPORATE GOVERNANCEISSUER00 GRAF ACQUISITION CORP. IV384272118US384272118109/25/2023Advisory 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 GOVERNANCEISSUER00 GRAF ACQUISITION CORP. IV384272118US384272118109/25/2023Advisory 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.CORPORATE GOVERNANCEISSUER00 GRAF ACQUISITION CORP. IV384272118US384272118109/25/2023Advisory 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 GOVERNANCEISSUER00 GRAF ACQUISITION CORP. IV384272118US384272118109/25/2023The 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 ...(due to space limits, see proxy material for full proposal).CAPITAL STRUCTUREISSUER00 GRAF ACQUISITION CORP. IV384272118US384272118109/25/2023The 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.COMPENSATIONISSUER00 GRAF ACQUISITION CORP. IV384272118US384272118109/25/2023The 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.CAPITAL STRUCTUREISSUER00 GRAF ACQUISITION CORP. IV384272118US384272118109/25/2023DIRECTOR: Sangwoo ParkDIRECTOR ELECTIONSISSUER00 GRAF ACQUISITION CORP. IV384272118US384272118109/25/2023DIRECTOR: Paul SongDIRECTOR ELECTIONSISSUER00 GRAF ACQUISITION CORP. IV384272118US384272118109/25/2023DIRECTOR: Withdrawn NomineeDIRECTOR ELECTIONSISSUER00 GRAF ACQUISITION CORP. IV384272118US384272118109/25/2023DIRECTOR: Kathleen ScottDIRECTOR ELECTIONSISSUER00 GRAF ACQUISITION CORP. IV384272118US384272118109/25/2023DIRECTOR: Michael KlowdenDIRECTOR ELECTIONSISSUER00 GRAF ACQUISITION CORP. IV384272118US384272118109/25/2023The 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 any of the proposals by the stockholders of Graf or if Graf determines that additional time is necessary to consummate the Business Combination.CORPORATE GOVERNANCEISSUER00 GRAF ACQUISITION CORP. IV384272118US384272118109/25/2023The 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 the Supplement to the Proxy Statement/Prospectus (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.OTHEROther Voting MattersISSUER00 GRAF ACQUISITION CORP. IV384272118US384272118109/25/2023The Director Election Proposal - to elect: nominee Alana McNultyDIRECTOR ELECTIONSISSUER00 HENNESSY 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 GOVERNANCEISSUER725000FOR72500FOR HENNESSY CAPITAL INVESTMENT CORP. VI42600H108US42600H108609/29/2023Adjournment 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 GOVERNANCEISSUER725000FOR72500FOR HENNESSY CAPITAL INVESTMENT CORP. VI42600H116US42600H116909/29/2023Amend 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 GOVERNANCEISSUER00 HENNESSY CAPITAL INVESTMENT CORP. VI42600H116US42600H116909/29/2023Adjournment 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 GOVERNANCEISSUER00 HENNESSY CAPITAL INVESTMENT CORP. VI42600H116US42600H116901/10/2024Extension 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 GOVERNANCEISSUER00 HENNESSY CAPITAL INVESTMENT CORP. VI42600H116US42600H116901/10/2024Adjournment 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 1CORPORATE GOVERNANCEISSUER00 HORIZON SPACE ACQUISITION I CORP.G4619M109KYG4619M109609/25/2023MAA 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 September 27, 2023, and if the Company does not consummate a business combination by September 27, 2023, may be extended up to six times, each by an additional one-month extension, for a total of up to six months to March 27, 2024, without the need for any further approval of the Company's shareholders.CORPORATE GOVERNANCEISSUER646680FOR64668FOR HORIZON SPACE ACQUISITION I CORP.G4619M109KYG4619M109609/25/2023Trust 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, 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 GOVERNANCEISSUER646680FOR64668FOR HORIZON SPACE ACQUISITION I CORP.G4619M109KYG4619M109609/25/2023Adjournment Proposal - A proposal to approve the adjournment of the Extraordinary Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes to approve the MAA Amendment Proposal and Trust Amendment Proposal or if we determine that additional time is necessary to effectuate the MAA Amendment.CORPORATE GOVERNANCEISSUER646680FOR64668FOR HORIZON SPACE ACQUISITION I CORP.G4619M109KYG4619M109603/22/2024MAA 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 shareholdersCORPORATE GOVERNANCEISSUER646680FOR64668FOR HORIZON SPACE ACQUISITION I CORP.G4619M109KYG4619M109603/22/2024Trust 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 GOVERNANCEISSUER646680FOR64668FOR HORIZON SPACE ACQUISITION I CORP.G4619M109KYG4619M109603/22/2024Adjournment 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 AmendmentCORPORATE GOVERNANCEISSUER646680FOR64668FOR INFINT ACQUISITION CORPORATIONG47862100KYG47862100902/16/2024The Extension Proposal - Amend the Company's Amended and Restated Memorandum and Article 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, 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 proposal of winding up if it fails to complete such initial business combination, and (3) redeem all of the class A ordinary shares, per 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 23, 2021 if it fails to complete such initial business combination, from February 23, 2024 to November 23, 2024, or such earlier date as determined by our board of directors (the "Board"), or such earlier date as determined by our board of directors, such proposal, the "Extension Proposal")CORPORATE GOVERNANCEISSUER597900FOR59790FOR INFINT ACQUISITION CORPORATIONG47862100KYG47862100902/16/2024The Adjournment Proposal- Approve the adjournment of the Extraordinary General Meeting (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 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 tabulation 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 MeetingCORPORATE GOVERNANCEISSUER597900FOR59790FOR INNOVATIVE INTERNATIONAL ACQ CORP.G4809M109KYG4809M109607/20/2023The Extension Amendment Proposal - A special resolution to extend the date by which the Company must consummate an initial business combination up to three (3) times for an additional one (1) month each time from July 29, 2023 to October 29, 2023 by amending the Company's Amended and Restated Memorandum and Articles of Association in the form of amendment set forth in Annex A to the accompanying proxy statementCORPORATE GOVERNANCEISSUER143000FOR14300FOR INNOVATIVE INTERNATIONAL ACQ CORP.G4809M109KYG4809M109607/20/2023The Trust Agreement Amendment Proposal - An ordinary resolution to, with the approval of the affirmative vote of holders of at least 65% of the issued and outstanding ordinary shares of the Company, enter into the Amendment No. 2 to the Investment Management Trust Agreement by and between the Company and American Stock Transfer & Trust Company, LLC, a New York limited liability company, in the form set forth in Annex B to the accompanying proxy statementCORPORATE GOVERNANCEISSUER143000FOR14300FOR INNOVATIVE INTERNATIONAL ACQ CORP.G4809M109KYG4809M109607/20/2023The Adjournment Proposal: An ordinary resolution 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 and the Trust Agreement Amendment Proposal.CORPORATE GOVERNANCEISSUER143000FOR14300FOR INNOVATIVE INTERNATIONAL ACQ CORP.G4809M109KYG4809M109610/27/2023The Extension Amendment Proposal - A special resolution to extend the date by which the Company must consummate an initial business combination for one (1) month from October 29, 2023 to November 29, 2023 by amending the Company's Amended and Restated Memorandum and Articles of Association in the form of amendment set forth in Annex A to the accompanying proxy statementCORPORATE GOVERNANCEISSUER143000FOR14300FOR INNOVATIVE INTERNATIONAL ACQ CORP.G4809M109KYG4809M109610/27/2023The Trust Agreement Amendment Proposal - An ordinary resolution to, with the approval of the affirmative vote of holders of at least 65% of the issued and outstanding ordinary shares of the Company, enter into the Amendment No.3 to the Investment Management Trust Agreement by and between the Company and Equiniti Trust Company, LLC, in the form set forth in Annex B to the accompanying proxy statementCORPORATE GOVERNANCEISSUER143000FOR14300FOR INNOVATIVE INTERNATIONAL ACQ CORP.G4809M109KYG4809M109610/27/2023The Adjournment Proposal - An ordinary resolution 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 and the Trust Agreement Amendment Proposal.CORPORATE GOVERNANCEISSUER143000FOR14300FOR INNOVATIVE INTERNATIONAL ACQ CORP.G4809M125KYG4809M125210/27/2023The Extension Amendment Proposal - A special resolution to extend the date by which the Company must consummate an initial business combination for one (1) month from October 29, 2023 to November 29, 2023 by amending the Company's Amended and Restated Memorandum and Articles of Association in the form of amendment set forth in Annex A to the accompanying proxy statementCORPORATE GOVERNANCEISSUER00 INNOVATIVE INTERNATIONAL ACQ CORP.G4809M125KYG4809M125210/27/2023The Trust Agreement Amendment Proposal - An ordinary resolution to, with the approval of the affirmative vote of holders of at least 65% of the issued and outstanding ordinary shares of the Company, enter into the Amendment No.3 to the Investment Management Trust Agreement by and between the Company and Equiniti Trust Company, LLC, in the form set forth in Annex B to the accompanying proxy statementCORPORATE GOVERNANCEISSUER00 INNOVATIVE INTERNATIONAL ACQ CORP.G4809M125KYG4809M125210/27/2023The Adjournment Proposal - An ordinary resolution 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 and the Trust Agreement Amendment Proposal.CORPORATE GOVERNANCEISSUER00 INNOVATIVE INTERNATIONAL ACQ CORP.G4809M125KYG4809M125211/29/2023The Extension Amendment Proposal - A special resolution to extend the date by which the Company must consummate an initial business combination for one (1) month from November 29, 2023 to December 29, 2023 by amending the Company's Amended and Restated Memorandum and Articles of Association in the form of amendment set forth in Annex A to the accompanying proxy statementCORPORATE GOVERNANCEISSUER00 INNOVATIVE INTERNATIONAL ACQ CORP.G4809M125KYG4809M125211/29/2023The Trust Agreement Amendment Proposal - An ordinary resolution to, with the approval of the affirmative vote of holders of at least 65% of the issued and outstanding ordinary shares of the Company, enter into the Amendment No. 4 to the Investment Management Trust Agreement by and between the Company and Equiniti Trust Company, LLC, in the form set forth in Annex B to the accompanying proxy statementCORPORATE GOVERNANCEISSUER00 INNOVATIVE INTERNATIONAL ACQ CORP.G4809M125KYG4809M125211/29/2023The Adjournment Proposal - An ordinary resolution 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 and the Trust Agreement Amendment Proposal.CORPORATE GOVERNANCEISSUER00 INNOVATIVE INTERNATIONAL ACQ CORP.G4809M109KYG4809M109612/19/2023To amend the Existing Organizational Documents, effective prior to the consummation of the Domestication and the proposed Business Combination, to remove the requirements limiting IOAC's ability to redeem ordinary shares and consummate an initial business combination if such redemptions would cause IOAC to have less than $5,000,001 in net tangible assets.2. to consider and vote upon a proposal to approve the Second Amended and Restated Certificate of Incorporation of New Envoy ...(due to space limits, see proxy material for full proposal).CAPITAL STRUCTUREISSUER143000FOR14300FOR INNOVATIVE INTERNATIONAL ACQ CORP.G4809M109KYG4809M109612/19/2023To approve that IOAC be de-registered as an exempted company in the Cayman Islands and continued and domesticated as a corporation under the laws of the State of Delaware.CAPITAL STRUCTURECORPORATE GOVERNANCEISSUER143000FOR14300FOR INNOVATIVE INTERNATIONAL ACQ CORP.G4809M109KYG4809M109612/19/2023To approve and adopt the Agreement and Plan of Merger and Reorganization, dated as of October 13, 2022, by and among IOAC, Innovative International Merger Sub Inc., Zoomcar, Inc., and Greg Moran, in the capacity as Seller Representative, and the transactions contemplated thereby.EXTRAORDINARY TRANSACTIONSISSUER143000FOR14300FOR INNOVATIVE INTERNATIONAL ACQ CORP.G4809M109KYG4809M109612/19/2023That the Existing Organizational Documents be amended and restated by their deletion and replacement in their entirety with the certificate of incorporation and bylaws of New Zoomcar (annexed to the prospectus/proxy statement as Annex B and Annex C, respectively), effective at the time of the Domestication.CORPORATE GOVERNANCEISSUER143000FOR14300FOR INNOVATIVE INTERNATIONAL ACQ CORP.G4809M109KYG4809M109612/19/2023To authorize capital stock of New Zoomcar of 260,000,000 shares, consisting of 250,000,000 shares of common stock and 10,000,000 shares of preferred stock.CAPITAL STRUCTUREISSUER143000FOR14300FOR INNOVATIVE INTERNATIONAL ACQ CORP.G4809M109KYG4809M109612/19/2023To provide that any amendment to the Proposed Bylaws will require the approval of either the New Zoomcar's board of directors or the holders of at least sixty-six and two-thirds percent (662/3%) of the voting power of New Zoomcar's then- outstanding shares of capital stock entitled to vote generally in an election of directors, voting together as a single class.CORPORATE GOVERNANCEISSUER143000FOR14300FOR INNOVATIVE INTERNATIONAL ACQ CORP.G4809M109KYG4809M109612/19/2023To provide that the Court of Chancery of the State of Delaware shall be the exclusive forum for certain actions and claims.CORPORATE GOVERNANCEISSUER143000FOR14300FOR INNOVATIVE INTERNATIONAL ACQ CORP.G4809M109KYG4809M109612/19/2023To eliminate various provisions applicable only to blank check companies.CORPORATE GOVERNANCEISSUER143000FOR14300FOR INNOVATIVE INTERNATIONAL ACQ CORP.G4809M109KYG4809M109612/19/2023To approve the issuance of shares of New Zoomcar common stock in connection with (a) the Merger, and (b) the Ananda Trust Subscription Agreement.CAPITAL STRUCTUREISSUER143000FOR14300FOR INNOVATIVE INTERNATIONAL ACQ CORP.G4809M109KYG4809M109612/19/2023To approve and adopt the Zoomcar Holdings, Inc. 2023 Equity Incentive Plan.COMPENSATIONISSUER143000FOR14300FOR INNOVATIVE INTERNATIONAL ACQ CORP.G4809M109KYG4809M109612/19/2023Election of Director: David IshagDIRECTOR ELECTIONSISSUER143000FOR14300FOR INNOVATIVE INTERNATIONAL ACQ CORP.G4809M109KYG4809M109612/19/2023Election of Director: Swatick MajumdarDIRECTOR ELECTIONSISSUER143000FOR14300FOR INNOVATIVE INTERNATIONAL ACQ CORP.G4809M109KYG4809M109612/19/2023Election of Director: Mohan AnandaDIRECTOR ELECTIONSISSUER143000FOR14300FOR INNOVATIVE INTERNATIONAL ACQ CORP.G4809M109KYG4809M109612/19/2023Election of Director: Madan MenonDIRECTOR ELECTIONSISSUER143000FOR14300FOR INNOVATIVE INTERNATIONAL ACQ CORP.G4809M109KYG4809M109612/19/2023Election of Director: Greg MoranDIRECTOR ELECTIONSISSUER143000FOR14300FOR INNOVATIVE INTERNATIONAL ACQ CORP.G4809M109KYG4809M109612/19/2023Election of Director: Graham GullansDIRECTOR ELECTIONSISSUER143000FOR14300FOR INNOVATIVE INTERNATIONAL ACQ CORP.G4809M109KYG4809M109612/19/2023Election of Director: Evelyn D'AnDIRECTOR ELECTIONSISSUER143000FOR14300FOR INNOVATIVE INTERNATIONAL ACQ CORP.G4809M109KYG4809M109612/19/2023To approve by ordinary resolution the adjournment of the extraordinary general meeting to a later date or dates, if necessary or desirable, at the determination of the IOAC board of directors.CORPORATE GOVERNANCEISSUER143000FOR14300FOR INNOVATIVE INTERNATIONAL ACQ CORP.G4809M125KYG4809M125212/19/2023To amend the Existing Organizational Documents, effective prior to the consummation of the Domestication and the proposed Business Combination, to remove the requirements limiting IOAC's ability to redeem ordinary shares and consummate an initial business combination if such redemptions would cause IOAC to have less than $5,000,001 in net tangible assets.2. to consider and vote upon a proposal to approve the Second Amended and Restated Certificate of Incorporation of New Envoy ...(due to space limits, see proxy material for full proposal).CAPITAL STRUCTUREISSUER00 INNOVATIVE INTERNATIONAL ACQ CORP.G4809M125KYG4809M125212/19/2023To approve that IOAC be de-registered as an exempted company in the Cayman Islands and continued and domesticated as a corporation under the laws of the State of Delaware.CAPITAL STRUCTURECORPORATE GOVERNANCEISSUER00 INNOVATIVE INTERNATIONAL ACQ CORP.G4809M125KYG4809M125212/19/2023To approve and adopt the Agreement and Plan of Merger and Reorganization, dated as of October 13, 2022, by and among IOAC, Innovative International Merger Sub Inc., Zoomcar, Inc., and Greg Moran, in the capacity as Seller Representative, and the transactions contemplated thereby.EXTRAORDINARY TRANSACTIONSISSUER00 INNOVATIVE INTERNATIONAL ACQ CORP.G4809M125KYG4809M125212/19/2023That the Existing Organizational Documents be amended and restated by their deletion and replacement in their entirety with the certificate of incorporation and bylaws of New Zoomcar (annexed to the prospectus/proxy statement as Annex B and Annex C, respectively), effective at the time of the Domestication.CORPORATE GOVERNANCEISSUER00 INNOVATIVE INTERNATIONAL ACQ CORP.G4809M125KYG4809M125212/19/2023To authorize capital stock of New Zoomcar of 260,000,000 shares, consisting of 250,000,000 shares of common stock and 10,000,000 shares of preferred stock.CAPITAL STRUCTUREISSUER00 INNOVATIVE INTERNATIONAL ACQ CORP.G4809M125KYG4809M125212/19/2023To provide that any amendment to the Proposed Bylaws will require the approval of either the New Zoomcar's board of directors or the holders of at least sixty-six and two-thirds percent (662/3%) of the voting power of New Zoomcar's then- outstanding shares of capital stock entitled to vote generally in an election of directors, voting together as a single class.CORPORATE GOVERNANCEISSUER00 INNOVATIVE INTERNATIONAL ACQ CORP.G4809M125KYG4809M125212/19/2023To provide that the Court of Chancery of the State of Delaware shall be the exclusive forum for certain actions and claims.CORPORATE GOVERNANCEISSUER00 INNOVATIVE INTERNATIONAL ACQ CORP.G4809M125KYG4809M125212/19/2023To eliminate various provisions applicable only to blank check companies.CORPORATE GOVERNANCEISSUER00 INNOVATIVE INTERNATIONAL ACQ CORP.G4809M125KYG4809M125212/19/2023To approve the issuance of shares of New Zoomcar common stock in connection with (a) the Merger, and (b) the Ananda Trust Subscription Agreement.CAPITAL STRUCTUREISSUER00 INNOVATIVE INTERNATIONAL ACQ CORP.G4809M125KYG4809M125212/19/2023To approve and adopt the Zoomcar Holdings, Inc. 2023 Equity Incentive Plan.COMPENSATIONISSUER00 INNOVATIVE INTERNATIONAL ACQ CORP.G4809M125KYG4809M125212/19/2023Election of Director: David IshagDIRECTOR ELECTIONSISSUER00 INNOVATIVE INTERNATIONAL ACQ CORP.G4809M125KYG4809M125212/19/2023Election of Director: Swatick MajumdarDIRECTOR ELECTIONSISSUER00 INNOVATIVE INTERNATIONAL ACQ CORP.G4809M125KYG4809M125212/19/2023Election of Director: Mohan AnandaDIRECTOR ELECTIONSISSUER00 INNOVATIVE INTERNATIONAL ACQ CORP.G4809M125KYG4809M125212/19/2023Election of Director: Madan MenonDIRECTOR ELECTIONSISSUER00 INNOVATIVE INTERNATIONAL ACQ CORP.G4809M125KYG4809M125212/19/2023Election of Director: Greg MoranDIRECTOR ELECTIONSISSUER00 INNOVATIVE INTERNATIONAL ACQ CORP.G4809M125KYG4809M125212/19/2023Election of Director: Graham GullansDIRECTOR ELECTIONSISSUER00 INNOVATIVE INTERNATIONAL ACQ CORP.G4809M125KYG4809M125212/19/2023Election of Director: Evelyn D'AnDIRECTOR ELECTIONSISSUER00 INNOVATIVE INTERNATIONAL ACQ CORP.G4809M125KYG4809M125212/19/2023To approve by ordinary resolution the adjournment of the extraordinary general meeting to a later date or dates, if necessary or desirable, at the determination of the IOAC board of directors.CORPORATE GOVERNANCEISSUER00 INTEGRATED 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 GOVERNANCEISSUER785040FOR78504FOR INTEGRATED 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 this annual meeting or until his or her successor is elected and qualified Mark A. MichelDIRECTOR ELECTIONSISSUER785040FOR78504FOR INTEGRATED 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 this annual meeting or until his or her successor is elected and qualified Timothy J. FisherDIRECTOR ELECTIONSISSUER785040FOR78504FOR INTEGRATED 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, 2023AUDIT-RELATEDISSUER785040FOR78504FOR INTEGRATED 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 voteCORPORATE GOVERNANCEISSUER785040FOR78504FOR INTEGRATED 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 operation 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 extensionCORPORATE GOVERNANCEISSUER785040FOR78504FOR INTEGRATED 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 M. FeldottDIRECTOR ELECTIONSISSUER785040FOR78504FOR INTEGRATED 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, 2024AUDIT-RELATEDISSUER785040FOR78504FOR INTEGRATED 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 the stockholders for voteCORPORATE GOVERNANCEISSUER785040FOR78504FOR INTEGRATED WELLNESS ACQUISITION CORPG4828B100KYG4828B100512/11/2023''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 GOVERNANCEISSUER875360FOR87536FOR INTEGRATED WELLNESS ACQUISITION CORPG4828B100KYG4828B100512/11/2023''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 TRANSACTIONSISSUER875360FOR87536FOR INTEGRATED WELLNESS ACQUISITION CORPG4828B100KYG4828B100512/11/2023"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 here by confirmed, ratified and approved in all respects."AUDIT-RELATEDISSUER875360FOR87536FOR INTEGRATED WELLNESS ACQUISITION CORPG4828B100KYG4828B100512/11/2023The 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 GOVERNANCEISSUER875360FOR87536FOR INTEGRATED WELLNESS ACQUISITION CORPG4828B118KYG4828B118712/11/2023''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 GOVERNANCEISSUER00 INTEGRATED WELLNESS ACQUISITION CORPG4828B118KYG4828B118712/11/2023''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 TRANSACTIONSISSUER00 INTEGRATED WELLNESS ACQUISITION CORPG4828B118KYG4828B118712/11/2023"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 here by confirmed, ratified and approved in all respects."AUDIT-RELATEDISSUER00 INTEGRATED WELLNESS ACQUISITION CORPG4828B118KYG4828B118712/11/2023The 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 GOVERNANCEISSUER00 JAWS MUSTANG ACQUISITION CORPORATIONG50737124KYG50737124602/02/2024The Extension Amendment Proposal - RESOLVED, as a special resolution that: 1a) Article 49.7 of JWSM'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) March 4, 2024 (or February 4, 2025, if applicable under the provisions of this Article 49.7), or (ii) such later time as the Members may ...(due to space limits, see proxy material for full proposal).CORPORATE GOVERNANCEISSUER00 JAWS MUSTANG ACQUISITION CORPORATIONG50737124KYG50737124602/02/2024Founder Share Amendment Proposal - RESOLVED, as a special resolution that: (a) Article 17.2 of the Company's Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 17.2: "Class B Shares shall automatically convert into Class A Shares on a one-for-one basis (the "Initial Conversion Ratio"): (a) at any time and from time to time at the option of the holders thereof, or (b) in connection with the (b) Article 17.3 of the Company's Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 17.3: "Notwithstanding the Initial Conversion Ratio, in the case that additional Class A Shares or any other Equity-linked Securities, are issued or deemed issued, by the Company in excess of the amounts offered in the IPO and in connection with the consummation of a Business Combination, all Class B Shares in issue shall automatically convert into Class A Shares at the time of the closing of a Business Combination at an adjusted ratio so that the number of Class A Shares issuable upon conversion of all Class B Shares will equal, in the aggregate, 20 per cent of the sum of: (a) the total number of Class A Shares and Class B Shares issued and outstanding upon completion of the IPO, plus (b) 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, its Affiliates or any Director or Officer upon conversion of working capital loans." (c) Article 49.10 of the Company's Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 49.10: "Except in connection with the conversion of Class B Shares into Class A Shares pursuant to the Class B Ordinary Share Conversion Article 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 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."CAPITAL STRUCTURECORPORATE GOVERNANCEISSUER00 JAWS MUSTANG ACQUISITION CORPORATIONG50737124KYG50737124602/02/2024The 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 JWSM 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 or the Founder Share 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 JWSM would not adhere to the continued listing requirements of the New York Stock Exchange - American LLCCORPORATE GOVERNANCEISSUER00 KAIROUS ACQUISITION CORP. LIMITEDG52131110KYG52131110312/14/2023Charter Amendment - To approve as a special resolution that the company's second amended and restated memorandum and articles of association 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 in the form attached as annex [a] to the notice of meeting which reflects the extension of the date by which the company has to consummate a business combination (the "extension") a total of twelve (12) times for an additional one (1) month each time from December 16, 2023 to December 16, 2024 (the termination date as so extended, the "Extended Termination Date")CORPORATE GOVERNANCEISSUER649220FOR64922FOR KAIROUS ACQUISITION CORP. LIMITEDG52131110KYG52131110312/14/2023Trust Amendment - To approve as an ordinary resolution that the company's investment management trust agreement, dated as of December 13, 2021 (the "Trust Agreement"), as amended, by and between the company and continental stock transfer & trust company (the "trustee"), be amended to extend the date on which to commence liquidating the trust account established in connection with the company's initial public offering a total of twelve (12) times for an additional one (1) month each time from December 16, 2023 to December 16, 2024 (the "trust amendment") by depositing into the trust account $50,000 for each one-month extension in the event the company has not consummated a business combination by the Extended Termination DateCORPORATE GOVERNANCEISSUER649220FOR64922FOR KAIROUS ACQUISITION CORP. LIMITEDG52131110KYG52131110312/14/2023ADJOURNMENT - TO APPROVE AS AN ORDINARY RESOLUTION THAT THE CHAIRMAN OF THE ANNUAL MEETING BE DIRECTED 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 CHARTER AMENDMENT AND THE TRUST AMENDMENT.CORPORATE GOVERNANCEISSUER649220FOR64922FOR KAIROUS ACQUISITION CORP. LIMITEDG52131128KYG52131128512/14/2023Charter Amendment - To approve as a special resolution that the company's second amended and restated memorandum and articles of association 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 in the form attached as annex [a] to the notice of meeting which reflects the extension of the date by which the company has to consummate a business combination (the "extension") a total of twelve (12) times for an additional one (1) month each time from December 16, 2023 to December 16, 2024 (the termination date as so extended, the "Extended Termination Date")CORPORATE GOVERNANCEISSUER00 KAIROUS ACQUISITION CORP. LIMITEDG52131128KYG52131128512/14/2023Trust Amendment - To approve as an ordinary resolution that the company's investment management trust agreement, dated as of December 13, 2021 (the "Trust Agreement"), as amended, by and between the company and continental stock transfer & trust company (the "trustee"), be amended to extend the date on which to commence liquidating the trust account established in connection with the company's initial public offering a total of twelve (12) times for an additional one (1) month each time from December 16, 2023 to December 16, 2024 (the "trust amendment") by depositing into the trust account $50,000 for each one-month extension in the event the company has not consummated a business combination by the Extended Termination DateCORPORATE GOVERNANCEISSUER00 KAIROUS ACQUISITION CORP. LIMITEDG52131128KYG52131128512/14/2023ADJOURNMENT - TO APPROVE AS AN ORDINARY RESOLUTION THAT THE CHAIRMAN OF THE ANNUAL MEETING BE DIRECTED 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 CHARTER AMENDMENT AND THE TRUST AMENDMENT.CORPORATE GOVERNANCEISSUER00 KAIROUS ACQUISITION CORP. LIMITEDG52131136KYG52131136812/14/2023Charter Amendment - To approve as a special resolution that the company's second amended and restated memorandum and articles of association 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 in the form attached as annex [a] to the notice of meeting which reflects the extension of the date by which the company has to consummate a business combination (the "extension") a total of twelve (12) times for an additional one (1) month each time from December 16, 2023 to December 16, 2024 (the termination date as so extended, the "Extended Termination Date")CORPORATE GOVERNANCEISSUER649220FOR64922FOR KAIROUS ACQUISITION CORP. LIMITEDG52131136KYG52131136812/14/2023Trust Amendment - To approve as an ordinary resolution that the company's investment management trust agreement, dated as of December 13, 2021 (the "Trust Agreement"), as amended, by and between the company and continental stock transfer & trust company (the "trustee"), be amended to extend the date on which to commence liquidating the trust account established in connection with the company's initial public offering a total of twelve (12) times for an additional one (1) month each time from December 16, 2023 to December 16, 2024 (the "trust amendment") by depositing into the trust account $50,000 for each one-month extension in the event the company has not consummated a business combination by the Extended Termination DateCORPORATE GOVERNANCEISSUER649220FOR64922FOR KAIROUS ACQUISITION CORP. LIMITEDG52131136KYG52131136812/14/2023ADJOURNMENT - TO APPROVE AS AN ORDINARY RESOLUTION THAT THE CHAIRMAN OF THE ANNUAL MEETING BE DIRECTED 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 CHARTER AMENDMENT AND THE TRUST AMENDMENT.CORPORATE GOVERNANCEISSUER649220FOR64922FOR KAYNE ANDERSON MIDSTREAM/ENERGY FUND INC48661E108US48661E108211/01/2023THE APPROVAL OF THE MERGER.CORPORATE GOVERNANCEISSUER3449060FOR331831FORAGAINST5249AGAINSTABSTAIN7826AGAINST KENSINGTON CAPITAL ACQUISITION CORP VG5251K103KYG5251K103108/15/2023Extension Amendment Proposal- Amend 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 GOVERNANCEISSUER419360FOR41936FOR KENSINGTON CAPITAL ACQUISITION CORP VG5251K103KYG5251K103108/15/2023Trust Amendment Proposal - Amend 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.''CORPORATE GOVERNANCEISSUER419360FOR41936FOR KENSINGTON CAPITAL ACQUISITION CORP VG5251K103KYG5251K103108/15/2023Adjournment Proposal: Adjourn 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 ...(due to space limits, see proxy material for full proposal).CORPORATE GOVERNANCEISSUER419360FOR41936FOR LAKESHORE ACQUISITION II CORPG5352N113KYG5352N113512/06/2023Extension 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 GOVERNANCEISSUER00 LAKESHORE ACQUISITION II CORPG5352N113KYG5352N113512/06/2023Adjournment Proposal - Approval of adjournment of the General Meeting by the chairman thereof to a later date, if necessary, under certain circumstances, to solicit additional proxies for purpose of approving the extension proposal, to amend 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.CORPORATE GOVERNANCEISSUER00 LAKESHORE ACQUISITION II CORPG5352N105KYG5352N105112/06/2023Extension 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 GOVERNANCEISSUER396300FOR39630FOR LAKESHORE ACQUISITION II CORPG5352N105KYG5352N105112/06/2023Adjournment Proposal - Approval of adjournment of the General Meeting by the chairman thereof to a later date, if necessary, under certain circumstances, to solicit additional proxies for purpose of approving the extension proposal, to amend 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.CORPORATE GOVERNANCEISSUER396300FOR39630FOR LAKESHORE ACQUISITION II CORPG5352N121KYG5352N121812/06/2023Extension 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 GOVERNANCEISSUER00 LAKESHORE ACQUISITION II CORPG5352N121KYG5352N121812/06/2023Adjournment Proposal - Approval of adjournment of the General Meeting by the chairman thereof to a later date, if necessary, under certain circumstances, to solicit additional proxies for purpose of approving the extension proposal, to amend 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.CORPORATE GOVERNANCEISSUER00 LAMF GLOBAL VENTURES CORP IG5338L124KYG5338L124304/01/2024The Business Combination Proposal - To consider and vote upon a proposal to approve and adopt, by ordinary resolution under Cayman Islands law, the Business Combination Agreement, dated as of August 17, 2023 (the ''Business Combination Agreement''), by and among LAMF Global Ventures Corp. I (''LAMF''), Nuvo Group Ltd., a limited liability company organized under the laws of the State of Israel (''Nuvo''), Holdco Nuvo Group D.G Ltd., a limited liability company organized under the laws of the State of Israel (''Holdco''), Nuvo Assetco Corp, a Cayman Islands exempted company and a wholly owned subsidiary of Holdco (''Assetco''), and H.F.N Insight Merger Company Ltd., a limited liability company organized under the laws of the State of Israel and a wholly owned subsidiary of SPAC (''Merger Sub''), pursuant to which, among other things, LAMF was merged with and into Assetco, with Assetco as the surviving entity of such merger, and Merger Sub was merged with and into Nuvo, with Nuvo as the surviving entity (the ''Business Combination''). The Business combination Agreement is described in more detail in the accompanying proxy statement/prospectus. A copy of the Business Combination Agreement is attached to the accompanying proxy statement/prospectus as Annex A.EXTRAORDINARY TRANSACTIONSISSUER00 LAMF GLOBAL VENTURES CORP IG5338L124KYG5338L124304/01/2024The Merger Proposal - To consider and vote upon a proposal to approve, by special resolutions: (a) LAMF being authorized to merge with and into Assetco, so that LAMF be the merging company and all the undertaking, property and liabilities of the merging company vest in the surviving company by virtue of such merger pursuant to Part XVI of the accompanying Companies Act (As Revised); (b) the plan of merger relating to the SPAC Merger, a copy of which is attached to proxy statement/prospectus as Annex F (the ''Plan of Merger''), pursuant to which LAMF will merge with and into Assetco, with Assetco being the surviving entity; and (c) LAMF being authorized to enter into the Plan of Merger (the ''Merger Proposal'').CORPORATE GOVERNANCEISSUER00 LAMF GLOBAL VENTURES CORP IG5338L124KYG5338L124304/01/2024The Adjournment Proposal - To consider and vote upon, as an ordinary resolution, a proposal to adjourn the extraordinary general meeting of shareholders of LAMF (the ''EGM'') to a later date or dates or indefinitely, if necessary or convenient, (i) to permit further solicitation and vote of proxies and if, based upon the tabulated vote at the time of the EGM, there are insufficient votes to approve the Business Combination Proposal and/or the Merger Proposal, (ii) to permit withdrawals by public shareholders of LAMF of their elections to redeem their Class A ordinary shares, par value $0.0001 per share, or (iii) if the board of directors of LAMF determines before the EGM that it is not necessary or no longer desirable to proceed with the Business Combination Proposal and/or the Merger Proposal (the ''Adjournment Proposal'').CORPORATE GOVERNANCEISSUER00 LEARN CW INVESTMENT CORPORATIONG54157105KYG54157105810/11/2023The 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 13, 2023 to October 13, 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 an initial business combination has occurred; provided that the Company's sponsor (or its affiliates or permitted designees) will deposit into the trust account for each such one-month extension period the lesser of (x) $150,000 or (y) $0.03 per public share that remains outstanding 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 combination.CORPORATE GOVERNANCEISSUER95740FOR9574FOR LEARN CW INVESTMENT CORPORATIONG54157105KYG54157105810/11/2023The 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 STRUCTUREISSUER95740FOR9574FOR LEARN CW INVESTMENT CORPORATIONG54157105KYG54157105810/11/2023The 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 STRUCTUREISSUER95740FOR9574FOR LEARN CW INVESTMENT CORPORATIONG54157105KYG54157105810/11/2023The Director Appointment Proposal - ONLY HOLDERS OF CLASS B ORDINARY SHARES ENTITLED TO VOTE - Re-appoint each of Alan Howard and Ellen Levy to the board of directors of the Company, to serve until the third annual general meeting of shareholders following the extraordinary general meeting or until his successor is elected and qualified.DIRECTOR ELECTIONSISSUER95740FOR9574FOR LEARN CW INVESTMENT CORPORATIONG54157105KYG54157105810/11/2023The Adjournment Proposal - Approve adjournment of extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation & vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, approval of Extension Amendment Proposal, Founder Share Amendment Proposal, Redemption Limitation Amendment Proposal, Director Appointment Proposal or if Board of Company determines before extraordinary general meeting that it is not necessary or no longer desirable to proceed with other proposals.CORPORATE GOVERNANCEISSUER95740FOR9574FOR M3-BRIGADE ACQUISITION III CORP.55407R103US55407R103209/11/2023The 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 GreenfireEXTRAORDINARY TRANSACTIONSISSUER191910FOR19191FOR M3-BRIGADE ACQUISITION III CORP.55407R103US55407R103209/11/2023The 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 ProposalCORPORATE GOVERNANCEISSUER191910FOR19191FOR M3-BRIGADE ACQUISITION III CORP.55407R111US55407R111509/11/2023The Warrant Amendment Proposal - To approve and adopt the MBSC Public Warrant Amendment to provide that, upon the Closing, each MBSC Public Warrant, which entitles the holder to purchase one share of MBSC Class A Common Stock, will be exchanged by such holder with MBSC for cash in the amount of $0.50 per MBSC Public Warrant.OTHERBondholder ProposalXXXISSUER63970FOR6397FOR M3-BRIGADE ACQUISITION III CORP.55407R111US55407R111509/11/2023The Warrantholder Adjournment Proposal - To approve the adjournment of the MBSC Warrantholders' Meeting to a later date or dates, if necessary or desirable, to permit further solicitation and vote of proxies, in the event that there are not sufficient votes to approve the Warrant Amendment Proposal, or otherwise in connection with the Warrant Amendment Proposal.OTHERBondholder ProposalXXXISSUER63970FOR6397FOR MAINSTAY CBRE GLOB INFRA MEGATRENDS FD56064Q107US56064Q107609/28/2023To elect the following nominees as Class I Trustees of the Fund: Susan B. KerleyDIRECTOR ELECTIONSISSUER481710FOR29683FORABSTAIN18488AGAINST MAINSTAY CBRE GLOB INFRA MEGATRENDS FD56064Q107US56064Q107609/28/2023To elect the following nominees as Class I Trustees of the Fund: Jacques P. PeroldDIRECTOR ELECTIONSISSUER481710FOR30241FORABSTAIN17930AGAINST MARS ACQUISITION CORP.G5870E108KYG5870E108901/30/2024The 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 ...(due to space limits, see proxy material for full proposal).CORPORATE GOVERNANCEISSUER674930FOR67493FOR MARS ACQUISITION CORP.G5870E108KYG5870E108901/30/2024The 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, ...(due to space limits, see proxy material for full proposal).CAPITAL STRUCTUREISSUER674930FOR67493FOR MARS ACQUISITION CORP.G5870E108KYG5870E108901/30/2024The 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 necessaryCORPORATE GOVERNANCEISSUER674930FOR67493FOR MERCATO PARTNERS ACQUISITION CORP.58759A108US58759A108809/28/2023The Business Combination Proposal - To approve and adopt the Business Combination Agreement, dated as of February 26, 2023 (as may be amended from time to time, the "Business Combination Agreement"), by and among Nvni Group Limited, an exempted company incorporated with limited liability in the Cayman Islands ("New Nuvini"), Nuvini Holdings Limited, an exempted company incorporated with limited liability in the Cayman Islands ("Nuvini"), Nuvini Merger Sub, Inc., a Delaware corporation ("Merger Sub"), and Mercato, and the transactions contemplated thereby, pursuant to which, among other things, Nuvini shareholders will contribute (the "Contribution") to New Nuvini all of the issued and outstanding ordinary shares, par value $0.00001 per share, of Nuvini, in exchange for newly issued ordinary shares, par value $0.00001 per share, of New Nuvini, and (ii) Merger Sub will merge with and into Mercato, with Mercato surviving as a wholly-owned, indirect subsidiary of New Nuvini (the "Merger" and together with the Contribution and the other transactions contemplated by the Business Combination Agreement, the "Business Combination" and such proposal, the "Business Combination Proposal")EXTRAORDINARY TRANSACTIONSISSUER640280FOR64028FOR MERCATO PARTNERS ACQUISITION CORP.58759A108US58759A108809/28/2023The Merger Proposal - To approve and adopt the Merger, pursuant to which, Merger Sub will merge with and into Mercato, with Mercato surviving as a wholly-owned, indirect subsidiary of New Nuvini, each unit issued in Mercato's initial public offering (the "Mercato IPO") that is issued and outstanding immediately prior to the time the Merger becomes effective (the "Merger Effective Time") will be automatically separated and the holder thereof will be deemed to hold one (1) share of Mercato's Class A common stock, par value $0.0001 per share ("Mercato Class A Common Stock") and one-half (1/2) of one public warrant to purchase one share of Mercato Class A Common Stock at a price of $11.50 per share ("Public Warrant"), each share of Mercato Class A Common Stock and each share of Mercato's Class B common stock, par value $0.0001 per share ("Mercato Class B Common Stock" and together with Mercato Class A Common Stock, "Mercato Common Stock"), issued and outstanding immediately prior to the Merger Effective Time will be automatically canceled and converted into the right to receive one New Nuvini Ordinary Share, with a value ascribed to each such New Nuvini Ordinary Share of $10.00 and each Public Warrant and each private placement warrant, purchased concurrently with the closing of the Mercato IPO, to purchase one share of Mercato Class A Common Stock at a price of $11.50 per share, outstanding and unexercised immediately prior to the Merger Effective Time will cease to represent a right to acquire Mercato Common Stock and will convert into a warrant to purchase one New Nuvini Ordinary Share at a price of $11.50, on substantially the same contractual terms and thereupon be assumed by New Nuvini pursuant to the warrant assignment, assumption and amendment agreement (such proposal, the "Merger Proposal")CORPORATE GOVERNANCEISSUER640280FOR64028FOR MERCATO PARTNERS ACQUISITION CORP.58759A108US58759A108809/28/2023The Adjournment Proposal - To adjourn the special 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 special meeting, there are not sufficient votes to approve the Business Combination Proposal or the Merger Proposal.CORPORATE GOVERNANCEISSUER640280FOR64028FOR MERCATO PARTNERS ACQUISITION CORP.58759A116US58759A116109/28/2023The Business Combination Proposal - To approve and adopt the Business Combination Agreement, dated as of February 26, 2023 (as may be amended from time to time, the "Business Combination Agreement"), by and among Nvni Group Limited, an exempted company incorporated with limited liability in the Cayman Islands ("New Nuvini"), Nuvini Holdings Limited, an exempted company incorporated with limited liability in the Cayman Islands ("Nuvini"), Nuvini Merger Sub, Inc., a Delaware corporation ("Merger Sub"), and Mercato, and the transactions contemplated thereby, pursuant to which, among other things, Nuvini shareholders will contribute (the "Contribution") to New Nuvini all of the issued and outstanding ordinary shares, par value $0.00001 per share, of Nuvini, in exchange for newly issued ordinary shares, par value $0.00001 per share, of New Nuvini, and (ii) Merger Sub will merge with and into Mercato, with Mercato surviving as a wholly-owned, indirect subsidiary of New Nuvini (the "Merger" and together with the Contribution and the other transactions contemplated by the Business Combination Agreement, the "Business Combination" and such proposal, the "Business Combination Proposal")EXTRAORDINARY TRANSACTIONSISSUER00 MERCATO PARTNERS ACQUISITION CORP.58759A116US58759A116109/28/2023The Merger Proposal - To approve and adopt the Merger, pursuant to which, Merger Sub will merge with and into Mercato, with Mercato surviving as a wholly-owned, indirect subsidiary of New Nuvini, each unit issued in Mercato's initial public offering (the "Mercato IPO") that is issued and outstanding immediately prior to the time the Merger becomes effective (the "Merger Effective Time") will be automatically separated and the holder thereof will be deemed to hold one (1) share of Mercato's Class A common stock, par value $0.0001 per share ("Mercato Class A Common Stock") and one-half (1/2) of one public warrant to purchase one share of Mercato Class A Common Stock at a price of $11.50 per share ("Public Warrant"), each share of Mercato Class A Common Stock and each share of Mercato's Class B common stock, par value $0.0001 per share ("Mercato Class B Common Stock" and together with Mercato Class A Common Stock, "Mercato Common Stock"), issued and outstanding immediately prior to the Merger Effective Time will be automatically canceled and converted into the right to receive one New Nuvini Ordinary Share, with a value ascribed to each such New Nuvini Ordinary Share of $10.00 and each Public Warrant and each private placement warrant, purchased concurrently with the closing of the Mercato IPO, to purchase one share of Mercato Class A Common Stock at a price of $11.50 per share, outstanding and unexercised immediately prior to the Merger Effective Time will cease to represent a right to acquire Mercato Common Stock and will convert into a warrant to purchase one New Nuvini Ordinary Share at a price of $11.50, on substantially the same contractual terms and thereupon be assumed by New Nuvini pursuant to the warrant assignment, assumption and amendment agreement (such proposal, the "Merger Proposal")CORPORATE GOVERNANCEISSUER00 MERCATO PARTNERS ACQUISITION CORP.58759A116US58759A116109/28/2023The Adjournment Proposal - To adjourn the special 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 special meeting, there are not sufficient votes to approve the Business Combination Proposal or the Merger Proposal.CORPORATE GOVERNANCEISSUER00 MURPHY CANYON ACQUISITION CORP626642110US626642110509/20/2023To consider and vote upon a proposal to approve the business combination (the "Business Combination") described in this proxy statement/prospectus, including the Agreement and Plan of Merger, dated as of November 8, 2022 and as amended on January 27, 2023 and May 11, 2023 (the "Merger Agreement"), by and among Murphy Canyon Acquisition Corp., a Delaware corporation ("MURF"), Conduit Pharmaceuticals Limited, a Cayman Islands exempted company ("Conduit") and Conduit Merger Sub, Inc., a ...(due to space limits, see proxy material for full proposal).EXTRAORDINARY TRANSACTIONSISSUER510160FOR51016FOR MURPHY CANYON ACQUISITION CORP626642110US626642110509/20/2023Charter Amendment Proposal A - To change the name of the public entity from "Murphy Canyon Acquisition Corp." to "Conduit Pharmaceuticals Inc.".CORPORATE GOVERNANCEISSUER510160FOR51016FOR MURPHY CANYON ACQUISITION CORP626642110US626642110509/20/2023Charter Amendment Proposal B - To provide for one class of authorized common stock.CAPITAL STRUCTUREISSUER510160FOR51016FOR MURPHY CANYON ACQUISITION CORP626642110US626642110509/20/2023Charter Amendment Proposal C - To delete the various provisions in MURF's current amended and restated certificate of incorporation applicable only to special purpose acquisition corporations (such as the obligation to dissolve and liquidate if a business combination is not consummated within a certain period of time).CORPORATE GOVERNANCEISSUER510160FOR51016FOR MURPHY CANYON ACQUISITION CORP626642110US626642110509/20/2023Charter Amendment Proposal D - To increase the number of authorized shares of common stock to 250,000,000.CAPITAL STRUCTUREISSUER510160FOR51016FOR MURPHY CANYON ACQUISITION CORP626642110US626642110509/20/2023Charter Amendment Proposal E - To fix the number of directors at seven (7), a majority of whom shall be independent directors in accordance with The Nasdaq Stock Market LLC's requirements.AUDIT-RELATEDCORPORATE GOVERNANCEISSUER510160FOR51016FOR MURPHY CANYON ACQUISITION CORP626642110US626642110509/20/2023To consider and vote upon, on a non-binding advisory basis, certain governance provisions in the Proposed Charter, presented separately in accordance with U.S. Securities and Exchange Commission ("SEC") requirements - we refer to this proposal as the "advisory charter amendments proposals".CORPORATE GOVERNANCEISSUER510160FOR51016FOR MURPHY CANYON ACQUISITION CORP626642110US626642110509/20/2023To elect seven (7) directors who, upon consummation of the Business Combination, will be the directors of New Conduit - we refer to this proposal as the "director election proposal".DIRECTOR ELECTIONSISSUER510160FOR51016FOR MURPHY CANYON ACQUISITION CORP626642110US626642110509/20/2023To consider and vote upon a proposal to approve the Conduit Pharmaceuticals Inc. 2023 Stock Incentive Plan (named in anticipation of the Business Combination), which is an incentive compensation plan for employees of New Conduit and its subsidiaries, including Conduit - we refer to this proposal as the "incentive plan proposal".COMPENSATIONISSUER510160FOR51016FOR MURPHY CANYON ACQUISITION CORP626642110US626642110509/20/2023To consider and vote upon a proposal to approve, for purposes of complying with applicable listing rules of Nasdaq, the issuance of New Conduit common stock and warrants to purchase New Conduit common stock, par value $0.0001 per share, to Prospect Science Ventures Limited (the "Private Placement Investor") in the Private Placement, the proceeds of which will be used to finance the Business Combination and related transactions and the costs and expenses incurred in connection ...(due to space limits, see proxy material for full proposal).CAPITAL STRUCTUREISSUER510160FOR51016FOR MURPHY CANYON ACQUISITION CORP626642110US626642110509/20/2023To 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 MURF does not have sufficient proxies to approve one or more of the foregoing proposals - we refer to this proposal as the "adjournment proposal."CORPORATE GOVERNANCEISSUER510160FOR51016FOR MURPHY CANYON ACQUISITION CORP626642110US626642110509/20/2023Charter Amendment Proposal F - To require that stockholders only act at annual and special meetings of the corporation and not by written consent.CORPORATE GOVERNANCEISSUER510160FOR51016FOR NABORS ENERGY TRANSITION CORP.629567116US629567116712/08/2023Business 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 shared (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 section 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")CORPORATE GOVERNANCEISSUER00 NABORS ENERGY TRANSITION CORP.629567116US629567116712/08/2023The 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") guidanceCORPORATE GOVERNANCEISSUER00 NABORS ENERGY TRANSITION CORP.629567116US629567116712/08/2023Adjournment 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 ProposalCORPORATE GOVERNANCEISSUER00 NEWBURY STREET ACQUISITION CORP.65101L104US65101L104409/22/2023To 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 GOVERNANCEISSUER421620FOR42162FOR NEWBURY STREET ACQUISITION CORP.65101L104US65101L104409/22/2023To 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 GOVERNANCEISSUER421620FOR42162FOR NEWBURY STREET ACQUISITION CORP.65101L112US65101L112709/22/2023To 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 GOVERNANCEISSUER00 NEWBURY STREET ACQUISITION CORP.65101L112US65101L112709/22/2023To 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 GOVERNANCEISSUER00 NEWBURY 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 ELECTIONSISSUER421620FOR42162FOR NEWBURY 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 ELECTIONSISSUER421620FOR42162FOR NEWBURY 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 accountingAUDIT-RELATEDISSUER421620FOR42162FOR NEWBURY 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, 2024CORPORATE GOVERNANCEISSUER421620FOR42162FOR NEWBURY 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 MeetingCORPORATE GOVERNANCEISSUER421620FOR42162FOR NEWBURY STREET ACQUISITION CORP.65101L112US65101L112703/20/2024Extension 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, 2024CORPORATE GOVERNANCEISSUER00 NEWBURY STREET ACQUISITION CORP.65101L112US65101L112703/20/2024Adjournment 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 MeetingCORPORATE GOVERNANCEISSUER00 NUVEEN CORE PLUS IMPACT FUND67080D103US67080D103705/31/2024Election of Class III Board Member: Joanne T. MederoDIRECTOR ELECTIONSISSUER2692050FOR269205FOR NUVEEN CORE PLUS IMPACT FUND67080D103US67080D103705/31/2024Election of Class III Board Member: Loren M. StarrDIRECTOR ELECTIONSISSUER2692050FOR269205FOR NUVEEN CORE PLUS IMPACT FUND67080D103US67080D103705/31/2024Election of Class III Board Member: Matthew Thornton IIIDIRECTOR ELECTIONSISSUER2692050FOR269205FOR NUVEEN CORE PLUS IMPACT FUND67080D103US67080D103705/31/2024To ratify the selection of PricewaterhouseCoopers LLP ("PwC") as the Fund's independent registered public accounting firm for the fiscal year ending December 31, 2024.AUDIT-RELATEDISSUER2692050FOR269205FOR NUVEEN PREFERRED AND INC SECURITIES FD67072C105US67072C105310/13/2023To approve an Agreement and Plan of Merger pursuant to which Nuveen Preferred & Income Securities Fund (a "Target Fund") would be merged with and into NPIOF Merger Sub, LLC, a Massachusetts limited liability company and wholly-owned subsidiary of Nuveen Preferred & Income Opportunities Fund (the "Acquiring Fund"), with the issued and outstanding common and preferred shares, if any, of the Target Fund being converted into newly issued common and preferred shares of the Acquiring Fund.INVESTMENT COMPANY MATTERSEXTRAORDINARY TRANSACTIONSISSUER14261140FOR1426114FOR NUVEEN PREFERRED AND INCOME OPP FD67073B106US67073B106104/12/2024Election of Board Members: Joanne T. MederoDIRECTOR ELECTIONSISSUER12935050FOR1293505FOR NUVEEN PREFERRED AND INCOME OPP FD67073B106US67073B106104/12/2024Election of Board Members: Loren M. StarrDIRECTOR ELECTIONSISSUER12935050FOR1293505FOR NUVEEN PREFERRED AND INCOME OPP FD67073B106US67073B106104/12/2024Election of Board Members: Matthew Thornton IIIDIRECTOR ELECTIONSISSUER12935050FOR1293505FOR OCEANTECH ACQUISITIONS I CORP.675507107US675507107209/05/2023Founder Share Amendment Proposal - A proposal to amend the Existing OTEC Charter, to provide for the right of the holders of OTEC Class B Common Stock to convert such shares of OTEC Class B Common Stock into shares of OTEC Class A Common Stock on a one-to-one basis at the election of such holders and to authorize OTEC to regain compliance with Nasdaq for purposes of complying with the MVLS RequirementCAPITAL STRUCTURECORPORATE GOVERNANCEISSUER488360FOR48836FOR OCEANTECH ACQUISITIONS I CORP.675507107US675507107209/05/2023Adjournment 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, only to be presented at the Special Meeting if there are not sufficient votes to approve the Founder Share Amendment Proposal.CORPORATE GOVERNANCEISSUER488360FOR48836FOR OCEANTECH ACQUISITIONS I CORP.675507107US675507107202/09/2024The Business Combination Proposal: To approve and adopt the Agreement and Plan of Merger dated as of 5/2/23, as amended by that certain Amendment No. 1 to Agreement and Plan of Merger, dated as of 7/7/23 ("Merger Agreement"), a copy of which is attached to the proxy statement/prospectus as Annex A and the transactions contemplated thereinEXTRAORDINARY TRANSACTIONSISSUER488360FOR48836FOR OCEANTECH ACQUISITIONS I CORP.675507107US675507107202/09/2024Nasdaq Proposal: To approve, for purposes of complying with applicable Nasdaq listing rules, the issuance of more than 20% of the issued and outstanding OTEC Common Stock in connection with the Business CombinationCAPITAL STRUCTUREISSUER488360FOR48836FOR OCEANTECH ACQUISITIONS I CORP.675507107US675507107202/09/2024The Restated OTEC Charter Proposal: To amend, immediately following and in connection with the closing of the Business Combination OTEC's existing certificate of incorporation dated as of 5/27/21, as amended on 12/1/22 by that certain First Amendment to Amended & Restated Certificate of Incorporation, as further amended on 5/30/23 by that certain Second Amendment to the Amended and Restated Certificate of Incorporation, and as further amended on 9/5/23 by that certain Amendment to Amended & Restated Certificate of Incorp & as may be further amendedCORPORATE GOVERNANCEISSUER488360FOR48836FOR OCEANTECH ACQUISITIONS I CORP.675507107US675507107202/09/2024Changes to Authorized Capital Stock: To increase the total number of authorized shares of all classes of capital stock of OTEC from 111,000,000 shares consisting of (i) 100,000,000 shares of OTEC Class A Common Stock, (ii) 10,000,000 shares of OTEC Class B Common Stock and (iii) 1,000,000 shares of preferred stock, to 111,000,000 shares of the Post-Closing Company capital stock, consisting of (a) 110,000,000 shares of Post-Closing Company common stock and (b) 1,000,000 shares of preferred stock of the Post-Closing Company.CAPITAL STRUCTUREISSUER488360FOR48836FOR OCEANTECH ACQUISITIONS I CORP.675507107US675507107202/09/2024Increased Vote Required for Removal of Directors for Cause: To increase the vote required to remove directors of the Post- Closing Company for cause from a majority of the voting power to 66 2/3% of the voting power.CORPORATE GOVERNANCEISSUER488360FOR48836FOR OCEANTECH ACQUISITIONS I CORP.675507107US675507107202/09/2024Name Change: To change the name of OTEC from "OceanTech Acquisitions I Corp." to "Regentis Biomaterials Corp.".CORPORATE GOVERNANCEISSUER488360FOR48836FOR OCEANTECH ACQUISITIONS I CORP.675507107US675507107202/09/2024Removal of Blank Check Company Provisions: To eliminate various provisions applicable only to blank check companies, including business combination requirements.CORPORATE GOVERNANCEISSUER488360FOR48836FOR OCEANTECH ACQUISITIONS I CORP.675507107US675507107202/09/2024The Equity Incentive Plan Proposal: To approve and adopt the current equity incentive plan, a copy of which is attached to the proxy statement/prospectus as Annex C.COMPENSATIONISSUER488360FOR48836FOR OCEANTECH ACQUISITIONS I CORP.675507107US675507107202/09/2024Election of Class I Director to serve until 2024 annual meeting: Surendra AjjarapuDIRECTOR ELECTIONSISSUER488360FOR48836FOR OCEANTECH ACQUISITIONS I CORP.675507107US675507107202/09/2024Election of Class I Director to serve until 2024 annual meeting: Susan AlpertDIRECTOR ELECTIONSISSUER488360FOR48836FOR OCEANTECH ACQUISITIONS I CORP.675507107US675507107202/09/2024Election of Class I Director to serve until 2024 annual meeting: Pini Ben ElazarDIRECTOR ELECTIONSISSUER488360FOR48836FOR OCEANTECH ACQUISITIONS I CORP.675507107US675507107202/09/2024Election of Class II Director to serve until 2025 annual meeting: Efraim Cohen-AraziDIRECTOR ELECTIONSISSUER488360FOR48836FOR OCEANTECH ACQUISITIONS I CORP.675507107US675507107202/09/2024Election of Class II Director to serve until 2025 annual meeting: Keith ValentineDIRECTOR ELECTIONSISSUER488360FOR48836FOR OCEANTECH ACQUISITIONS I CORP.675507107US675507107202/09/2024Election of Class III Director to serve until 2026 annual meeting: Ehud GellerDIRECTOR ELECTIONSISSUER488360FOR48836FOR OCEANTECH ACQUISITIONS I CORP.675507107US675507107202/09/2024Election of Class III Director to serve until 2026 annual meeting: Jeff DykanDIRECTOR ELECTIONSISSUER488360FOR48836FOR OCEANTECH ACQUISITIONS I CORP.675507107US675507107202/09/2024The Adjournment Proposal: To adjourn the special meeting to a later date or dates, if necessary, if the parties are not able to consummate the Business Combination.CORPORATE GOVERNANCEISSUER488360FOR48836FOR OPY ACQUISITION CORP I671005106US671005106010/26/2023To amend our amended and restated certificate of incorporation (the "charter") to extend the deadline by which we have to consummate an initial business combination up to eight times on a monthly basis from October 30, 2023 to June 30, 2024, (the "New Termination Date") pursuant to an amendment in the form set forth in Annex A of the accompanying proxy statement (the "Extension Amendment Proposal")CORPORATE GOVERNANCEISSUER588000FOR58800FOR OPY ACQUISITION CORP I671005106US671005106010/26/2023To amend the charter to eliminate the restriction on the Company's ability to provide redemption rights unless, after giving effect to such redemptions it would have net tangible assets of at least $5,000,001 upon consummation of such business combination pursuant to amendments set forth in Annex A of the accompanying proxy statement (the "NTA Proposal")CAPITAL STRUCTUREISSUER588000FOR58800FOR OPY ACQUISITION CORP I671005106US671005106010/26/2023A 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 GOVERNANCEISSUER588000FOR58800FOR OXUS ACQUISITION CORP.G6859L121KYG6859L121612/05/2023The Extension Proposal - as a special resolution, to amend the Company's Second 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, 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 September 8, 2021 if it fails to complete such initial business combination, for up to an additional six months, from December 8, 2023 to up to June 8, 2024, or such earlier date as determined by our board of directors ( the ''Extension Proposal'')CORPORATE GOVERNANCEISSUER00 OXUS ACQUISITION CORP.G6859L121KYG6859L121612/05/2023Adjournment Proposal - as an ordinary resolution, to approve the adjournment of 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, approval of Adjournment Proposal, which will only be presented at Extraordinary General Meeting if, based on tabulated votes, there are not sufficient votes at time of the Extraordinary General Meeting to approve Extension Proposal, in which case the Adjournment Proposal.CORPORATE GOVERNANCEISSUER00 OXUS ACQUISITION CORP.G6859L121KYG6859L121602/02/2024The 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"), ...(due to space limits, see proxy material for full proposal).EXTRAORDINARY TRANSACTIONSISSUER00 OXUS ACQUISITION CORP.G6859L121KYG6859L121602/02/2024The 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.CAPITAL STRUCTURECORPORATE GOVERNANCEISSUER00 OXUS ACQUISITION CORP.G6859L121KYG6859L121602/02/2024The 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 ...(due to space limits, see proxy material for full proposal).CORPORATE GOVERNANCEISSUER00 OXUS ACQUISITION CORP.G6859L121KYG6859L121602/02/2024The 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 STRUCTUREISSUER00 OXUS ACQUISITION CORP.G6859L121KYG6859L121602/02/2024The 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").COMPENSATIONISSUER00 OXUS ACQUISITION CORP.G6859L121KYG6859L121602/02/2024The 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 GOVERNANCEISSUER00 PEARL HOLDINGS ACQUISITION CORPG44525106KYG44525106212/08/2023The Extension Proposal - as a special resolution, to amend the Company's Amended and Restated Memorandum and Articles of Association (the ''Charter'') as set forth in Annex A of the accompanying proxy statement to extend the date by which the Company must either (i) consummate a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, as further described in the Charter, (an initial ''Business Combination'') or (ii) cease its operations except for the purpose of winding up if it fails to complete such Business Combination and (iii) redeem all of the Class A Shares, par value $0.0001 per share, of the Company (''Pearl Class A Shares''), included as part of the units sold in the Company's initial public offering that was consummated on December 17, 2021 (the ''IPO''), from December 17, 2023 (such date, the ''Original Expiration Date''), to December 17, 2024 (the ''Extension,'' such period, the ''Extension Period'' and such end date, the ''Extended Date'');CORPORATE GOVERNANCEISSUER600000FOR60000FOR PEARL HOLDINGS ACQUISITION CORPG44525106KYG44525106212/08/2023The Redemption Limitation Amendment Proposal - as a special resolution, to amend the Company's Charter as set forth in Annex A of the accompanying proxy statement 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 US$5,000,001 following such redemptions (the ''Redemption Limitation'') in order to allow the Company to redeem public shares irrespective of whether such redemptions would breach the Redemption Limitation (the ''Redemption Limitation Amendment'' and such proposal, the ''Redemption Limitation Amendment Proposal'');CAPITAL STRUCTUREISSUER600000FOR60000FOR PEARL HOLDINGS ACQUISITION CORPG44525106KYG44525106212/08/2023The Liquidation Amendment Proposal - as a special resolution, to amend the Company's Charter as set forth in Annex A of the accompanying proxy statement to permit the Board, in its sole discretion, to elect to cease all operations on an earlier date (the ''Liquidation Amendment'' and such proposal, the ''Liquidation Amendment Proposal'' and, collectively with the Extension Proposal and the Redemption Limitation Amendment Proposal, the ''Charter Amendment Proposals'');EXTRAORDINARY TRANSACTIONSISSUER600000FOR60000FOR PEARL HOLDINGS ACQUISITION CORPG44525106KYG44525106212/08/2023The Trust Amendment Proposal - a proposal to amend the Company's investment management trust agreement, dated as of December 14, 2021, by and between Continental Stock Transfer & Trust Company (''Continental'') and the Company (the ''Trust Agreement'') pursuant to an amendment to the Trust Agreement in the form set forth in Annex B of the accompanying proxy statement to extend the date by which the Company would be required to consummate our initial Business Combination from the Original Expiration Date, to the Extended Date, or such earlier date as determined by the Board in its sole discretion (the ''Trust Amendment'' and such proposal, the ''Trust Amendment Proposal''); andCORPORATE GOVERNANCEISSUER600000FOR60000FOR PEARL HOLDINGS ACQUISITION CORPG44525106KYG44525106212/08/2023The Adjournment Proposal - To approve the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary or convenient, either (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 Charter Amendment Proposals or the Trust Amendment Proposal, 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.CORPORATE GOVERNANCEISSUER600000FOR60000FOR PERSHING SQUARE HOLDINGS LTDG7016V101GG00BPFJTF4605/08/2024TO RECEIVE THE AUDITED ACCOUNTS, THE DIRECTORS REPORT AND THE AUDITORS REPORT FOR THE YEAR ENDED 31 DECEMBER 2023OTHERAccept Financial Statements and Statutory ReportsISSUER5589790FOR558979FOR PERSHING SQUARE HOLDINGS LTDG7016V101GG00BPFJTF4605/08/2024TO RE-APPOINT ERNST AND YOUNG LLP AS AUDITOR OF THE COMPANYAUDIT-RELATEDISSUER5589790FOR558979FOR PERSHING SQUARE HOLDINGS LTDG7016V101GG00BPFJTF4605/08/2024TO AUTHORISE THE DIRECTORS TO DETERMINE THE REMUNERATION OF THE AUDITORAUDIT-RELATEDISSUER5589790FOR558979FOR PERSHING SQUARE HOLDINGS LTDG7016V101GG00BPFJTF4605/08/2024TO RE-ELECT NICHOLAS BOTTA AS A DIRECTOR OF THE COMPANYDIRECTOR ELECTIONSISSUER5589790FOR558979FOR PERSHING SQUARE HOLDINGS LTDG7016V101GG00BPFJTF4605/08/2024TO RE-ELECT BRONWYN CURTIS AS A DIRECTOR OF THE COMPANYDIRECTOR ELECTIONSISSUER5589790FOR558979FOR PERSHING SQUARE HOLDINGS LTDG7016V101GG00BPFJTF4605/08/2024TO RE-ELECT ANDREW HENTON AS A DIRECTOR OF THE COMPANYDIRECTOR ELECTIONSISSUER5589790FOR558979FOR PERSHING SQUARE HOLDINGS LTDG7016V101GG00BPFJTF4605/08/2024TO RE-ELECT TOPE LAWANI AS A DIRECTOR OF THE COMPANYDIRECTOR ELECTIONSISSUER5589790FOR558979FOR PERSHING SQUARE HOLDINGS LTDG7016V101GG00BPFJTF4605/08/2024TO RE-ELECT RUPERT MORLEY AS A DIRECTOR OF THE COMPANYDIRECTOR ELECTIONSISSUER5589790FOR558979FOR PERSHING SQUARE HOLDINGS LTDG7016V101GG00BPFJTF4605/08/2024TO ELECT CHARLOTTE DENTON AS A DIRECTOR OF THE COMPANYDIRECTOR ELECTIONSISSUER5589790FOR558979FOR PERSHING SQUARE HOLDINGS LTDG7016V101GG00BPFJTF4605/08/2024THAT THE COMPANY BE AUTHORISED TO MAKE MARKET ACQUISITIONS OF ITS PUBLIC SHARES IN ISSUECAPITAL STRUCTUREISSUER5589790FOR558979FOR PERSHING SQUARE HOLDINGS LTDG7016V101GG00BPFJTF4605/08/2024THAT, THE DIRECTORS BE AUTHORISED TO ALLOT AND ISSUE UP TO 18,400,236 PUBLIC SHARESCAPITAL STRUCTUREISSUER5589790FOR558979FOR PHOENIX BIOTECH ACQUISITION CORP.71902K113US71902K113501/03/2024A proposal to amend (the ''Charter Amendment'') the Company's amended and restated certificate of incorporation, as amended by the First Amendment dated December 20, 2022 and the Second Amendment dated July 7, 2023 (the ''charter'') to (a) provide our board of directors (the ''Board'') the ability to extend the date by which the Company has to consummate an initial business combination (the ''business combination period'') up to three times for one month each time from January 8, 2024 (the ''Termination Date'') to February 8, 2024, March 8, 2024 or April 8, 2024 and (b) allow for the Company to provide redemption rights to the Company's public stockholders in accordance with the requirements of the charter without complying with the tender offer rules (the ''Charter Amendment Proposal'');CORPORATE GOVERNANCEISSUER00 PHOENIX BIOTECH ACQUISITION CORP.71902K113US71902K113501/03/2024A proposal to amend (the ''Trust Amendment'') the Company's investment management trust agreement, dated as of October 5, 2021, as amended by Amendment No. 1 dated December 20, 2022 and Amendment No. 2 dated July 7, 2023 (the ''Trust Agreement''), by and between the Company and Continental Stock Transfer & Trust Company, to extend the business combination period up to three times for one month each time from the Termination Date to February 8, 2024, March 8, 2024 or April 8, 2024 (the ''Trust Amendment Proposal''); andCORPORATE GOVERNANCEISSUER00 PHOENIX BIOTECH ACQUISITION CORP.71902K113US71902K113501/03/2024A 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 for, or otherwise in connection with, the approval of Proposals No.1 and 2.CORPORATE GOVERNANCEISSUER00 PHP VENTURES ACQUISITION CORP.69291C106US69291C106208/15/2023Extension 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 16, 2023 to August 16, 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 GOVERNANCEISSUER511340FOR51134FOR PHP VENTURES ACQUISITION CORP.69291C106US69291C106208/15/2023Trust 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 16, 2023 to August 16, 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 GOVERNANCEISSUER511340FOR51134FOR PHP VENTURES ACQUISITION CORP.69291C106US69291C106208/15/2023Adjournment 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 GOVERNANCEISSUER511340FOR51134FOR PIMCO ACCESS INCOME FUND72203T100US72203T100704/26/2024To elect Trustees/Directors of each Fund, each to hold office for the term indicated and until his or her successor shall have been elected and qualified Libby D. CantrillDIRECTOR ELECTIONSISSUER4340570FOR424816FORWITHHOLD9241AGAINST PIMCO ACCESS INCOME FUND72203T100US72203T100704/26/2024To elect Trustees/Directors of each Fund, each to hold office for the term indicated and until his or her successor shall have been elected and qualified Alan RappaportDIRECTOR ELECTIONSISSUER4340570FOR425450FORWITHHOLD8607AGAINST PIONEER MUNICIPAL HIGH INCOME TRUST723763108US723763108709/27/2023To elect three Directors of the Fund, as named in the proxy statement, each to serve until the third annual meeting following his or her election and until his or her successor is duly elected and qualifies Diane DurninDIRECTOR ELECTIONSISSUER6136760FOR524055FORAGAINST83165AGAINSTABSTAIN6456AGAINST PIONEER MUNICIPAL HIGH INCOME TRUST723763108US723763108709/27/2023To elect three Directors of the Fund, as named in the proxy statement, each to serve until the third annual meeting following his or her election and until his or her successor is duly elected and qualifies Benjamin M. FriedmanDIRECTOR ELECTIONSISSUER6136760FOR452285FORAGAINST154634AGAINSTABSTAIN6757AGAINST PIONEER MUNICIPAL HIGH INCOME TRUST723763108US723763108709/27/2023To elect three Directors of the Fund, as named in the proxy statement, each to serve until the third annual meeting following his or her election and until his or her successor is duly elected and qualifies Kenneth J. TaubesDIRECTOR ELECTIONSISSUER6136760FOR527725FORAGAINST78870AGAINSTABSTAIN7082AGAINST PONO CAPITAL THREE, INC.G71704103KYG71704103501/04/2024The 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").CAPITAL STRUCTURECORPORATE GOVERNANCEISSUER322710FOR32271FOR PONO CAPITAL THREE, INC.G71704103KYG71704103501/04/2024The 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. (due to space limits, see proxy material for full proposal).EXTRAORDINARY TRANSACTIONSISSUER322710FOR32271FOR PONO CAPITAL THREE, INC.G71704103KYG71704103501/04/2024The Advisory Charter Amendment Proposal: Name Change - To provide that the name of Pono shall be changed to "New Horizon Aircraft Ltd." (Advisory Proposal 3a).CORPORATE GOVERNANCEISSUER322710FOR32271FOR PONO CAPITAL THREE, INC.G71704103KYG71704103501/04/2024The Advisory Charter Amendment Proposal: 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 GOVERNANCEISSUER322710FOR32271FOR PONO CAPITAL THREE, INC.G71704103KYG71704103501/04/2024The Advisory Charter Amendment Proposal: Removal of Preferred Shares - To remove Pono's ability to issue preferred shares (Advisory Proposal 3c).CAPITAL STRUCTURECORPORATE GOVERNANCEISSUER322710FOR32271FOR PONO CAPITAL THREE, INC.G71704103KYG71704103501/04/2024The Advisory Charter Amendment Proposal: 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 STRUCTUREISSUER322710FOR32271FOR PONO CAPITAL THREE, INC.G71704103KYG71704103501/04/2024The Advisory Charter Amendment Proposal: Change in Quorum - To provide that the quorum required for shareholder meetings is a minimum of 331/3% of shares entitled to vote thereon (Advisory Proposal 3e).CORPORATE GOVERNANCEISSUER322710FOR32271FOR PONO CAPITAL THREE, INC.G71704103KYG71704103501/04/2024The Advisory Charter Amendment Proposal: 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).CORPORATE GOVERNANCEISSUER322710FOR32271FOR PONO CAPITAL THREE, INC.G71704103KYG71704103501/04/2024The Advisory Charter Amendment Proposal: 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 DEFENSESCORPORATE GOVERNANCEISSUER322710FOR32271FOR PONO CAPITAL THREE, INC.G71704103KYG71704103501/04/2024The 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.COMPENSATIONISSUER322710FOR32271FOR PONO CAPITAL THREE, INC.G71704103KYG71704103501/04/2024The 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 as described in more detail in the accompanying proxy statement/prospectus.CAPITAL STRUCTUREISSUER322710FOR32271FOR PONO CAPITAL THREE, INC.G71704103KYG71704103501/04/2024The 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 GOVERNANCEISSUER322710FOR32271FOR POWER & DIGITAL INFRA ACQ II CORP73919C118US73919C118103/08/2024The 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 ...(due to space limits, see proxy material for full proposal).EXTRAORDINARY TRANSACTIONSISSUER00 POWER & DIGITAL INFRA ACQ II CORP73919C118US73919C118103/08/2024The 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 GOVERNANCEISSUER00 POWER & DIGITAL INFRA ACQ II CORP73919C118US73919C118103/08/2024The 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 STRUCTUREISSUER00 POWER & DIGITAL INFRA ACQ II CORP73919C118US73919C118103/08/2024The 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 Equityholders (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 ...(due to space limits, see proxy material for full proposal).CAPITAL STRUCTURECORPORATE GOVERNANCEISSUER00 POWER & DIGITAL INFRA ACQ II CORP73919C118US73919C118103/08/2024The 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 GOVERNANCEISSUER00 POWER & DIGITAL INFRA ACQ II CORP73919C118US73919C118103/08/2024The 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 GOVERNANCEISSUER00 POWER & DIGITAL INFRA ACQ II CORP73919C118US73919C118103/08/2024The 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 GOVERNANCEISSUER00 POWER & DIGITAL INFRA ACQ II CORP73919C118US73919C118103/08/2024The Governance Proposal: Removal of Blank Check Company Provisions - To eliminate various provisions applicable only to blank check companies, including business combination requirements.CORPORATE GOVERNANCEISSUER00 POWER & DIGITAL INFRA ACQ II CORP73919C118US73919C118103/08/2024The Governance Proposal: Change of XPDB's Name - To change XPDB's name to "Montana Technologies Corporation."CORPORATE GOVERNANCEISSUER00 POWER & DIGITAL INFRA ACQ II CORP73919C118US73919C118103/08/2024Election of Class I Director to serve until the 2024 annual meeting: Matthew JoreDIRECTOR ELECTIONSISSUER00 POWER & DIGITAL INFRA ACQ II CORP73919C118US73919C118103/08/2024Election of Class I Director to serve until the 2024 annual meeting: Stuart PorterDIRECTOR ELECTIONSISSUER00 POWER & DIGITAL INFRA ACQ II CORP73919C118US73919C118103/08/2024Election of Class II Director to serve until the 2025 annual meeting: Maxwell BaucusDIRECTOR ELECTIONSISSUER00 POWER & DIGITAL INFRA ACQ II CORP73919C118US73919C118103/08/2024Election of Class II Director to serve until the 2025 annual meeting: Paul DabbarDIRECTOR ELECTIONSISSUER00 POWER & DIGITAL INFRA ACQ II CORP73919C118US73919C118103/08/2024Election of Class III Director to serve until the 2026 annual meeting: Patrick C. EilersDIRECTOR ELECTIONSISSUER00 POWER & DIGITAL INFRA ACQ II CORP73919C118US73919C118103/08/2024Election of Class III Director to serve until the 2026 annual meeting: Dr. Marwa ZaatariDIRECTOR ELECTIONSISSUER00 POWER & DIGITAL INFRA ACQ II CORP73919C118US73919C118103/08/2024The 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 Equityholders(as defined in the proxy statement/prospectus) pursuant to the Merger Agreement (the "Nasdaq Proposal").CAPITAL STRUCTUREISSUER00 POWER & DIGITAL INFRA ACQ II CORP73919C118US73919C118103/08/2024The 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").COMPENSATIONISSUER00 POWER & DIGITAL INFRA ACQ II CORP73919C118US73919C118103/08/2024The 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").CAPITAL STRUCTUREISSUER00 POWER & DIGITAL INFRA ACQ II CORP73919C118US73919C118103/08/2024The 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 GOVERNANCEISSUER00 POWER & DIGITAL INFRA ACQ II CORP73919C118US73919C118103/12/2024The Extension Amendment Proposal - to amend the Company's 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 CompanyCORPORATE GOVERNANCEISSUER00 POWER & DIGITAL INFRA ACQ II CORP73919C118US73919C118103/12/2024The 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 GOVERNANCEISSUER00 PRIVETERRA ACQUISITION CORP.74275N110US74275N110107/03/2023To (a) adopt and approve the Business Combination Agreement, dated as of December 12, 2022 (such agreement as amended by Amendment No. 1. to the Business Combination Agreement dated as of April 27, 2023 (the "BCA Amendment" and as it may be further amended and/or restated from time to time, the "Business Combination Agreement"), by and among Priveterra, Priveterra Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Priveterra ("Merger Sub"), and AEON Biopharma, Inc., a Delaware corporation ("AEON").EXTRAORDINARY TRANSACTIONSISSUER22500FOR2250FOR PRIVETERRA ACQUISITION CORP.74275N110US74275N110107/03/2023To approve, assuming the Business Combination Proposal is approved and adopted, a proposed third amended and restated certificate of incorporation for the Combined Company (as defined in the accompanying proxy statement/prospectus) (the "Proposed Charter," a copy of which is attached to the accompanying proxy statement/prospectus as Annex B), which will amend and restate Priveterra's current Second Amended O and Restated Certificate of Incorporation (the "Current Charter"), and amended by-laws for the Combined Company (the "Proposed Bylaws, " a copy of which is attached to the accompanying proxy statement/ prospectus at Annex C), which will be in effect upon the closing (the "Closing") of the Business Combination (the "Charter Amendment Proposal");CORPORATE GOVERNANCEISSUER22500FOR2250FOR PRIVETERRA ACQUISITION CORP.74275N110US74275N110107/03/2023To approve, on a non-binding advisory basis, the following material differences between the Proposed Charter and the Current Charter, which are being presented pursuant to guidance of the SEC as seven separate sub-proposals (the "Advisory Charter Amendment Proposals"): Advisory Charter Proposal A - to change the corporate name of the Combined Company to "AEON Biopharma, Inc." at and from the time of the Business CombinationCORPORATE GOVERNANCEISSUER22500FOR2250FOR PRIVETERRA ACQUISITION CORP.74275N110US74275N110107/03/2023To approve, on a non-binding advisory basis, the following material differences between the Proposed Charter and the Current Charter, which are being presented pursuant to guidance of the SEC as seven separate sub-proposals (the "Advisory Charter Amendment Proposals"): Advisory Charter Proposal B - to increase the authorized shares of common stock of the Combined Company to 500,000,000 sharesCAPITAL STRUCTUREISSUER22500FOR2250FOR PRIVETERRA ACQUISITION CORP.74275N110US74275N110107/03/2023To approve, on a non-binding advisory basis, the following material differences between the Proposed Charter and the Current Charter, which are being presented pursuant to guidance of the SEC as seven separate sub-proposals (the "Advisory Charter Amendment Proposals"): Advisory Charter Proposal C - to increase the authorized shares of preferred stock that the Combined Company's board of directors could issue to 1,000,000 sharesCAPITAL STRUCTUREISSUER22500FOR2250FOR PRIVETERRA ACQUISITION CORP.74275N110US74275N110107/03/2023To approve, on a non-binding advisory basis, the following material differences between the Proposed Charter and the Current Charter, which are being presented pursuant to guidance of the SEC as seven separate sub-proposals (the "Advisory Charter Amendment Proposals"): Advisory Charter Proposal D - to provide that directors be elected to serve as Class I, Class Il and Class III directors to serve staggered terms on the New AEON Board (as defined in the accompanying proxy statement/prospectus) until their respective successors are duly elected and qualified, or until their earlier resignation, death, disqualification or removal and to provide that the removal of any director be only for cause (and by the affirmative vote of at least 662/3% of the voting power of the Combined Company's then-outstanding shares of capital stock entitled to vote generally in the election of directors)SHAREHOLDER RIGHTS AND DEFENSESISSUER22500FOR2250FOR PRIVETERRA ACQUISITION CORP.74275N110US74275N110107/03/2023To approve, on a non-binding advisory basis, the following material differences between the Proposed Charter and the Current Charter, which are being presented pursuant to guidance of the SEC as seven separate sub-proposals (the "Advisory Charter Amendment Proposals"): Advisory 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 total voting power of all the Combined Company's then-outstanding shares of capital stock entitled to vote on such amendment, voting together as a single classCORPORATE GOVERNANCEISSUER22500FOR2250FOR PRIVETERRA ACQUISITION CORP.74275N110US74275N110107/03/2023To approve, on a non-binding advisory basis, the following material differences between the Proposed Charter and the Current Charter, which are being presented pursuant to guidance of the SEC as seven separate sub-proposals (the "Advisory Charter Amendment Proposals"): Advisory Charter Proposal F - to omit from the Proposed Charter the various provisions applicable only to special purpose acquisition companies;CORPORATE GOVERNANCEISSUER22500FOR2250FOR PRIVETERRA ACQUISITION CORP.74275N110US74275N110107/03/2023To approve, on a non-binding advisory basis, the following material differences between the Proposed Charter and the Current Charter, which are being presented pursuant to guidance of the SEC as seven separate sub-proposals (the "Advisory Charter Amendment Proposals"): Advisory Charter Proposal G - to remove the provision that allows stockholders to act by written consent as opposed to holding a stockholders meetingCORPORATE GOVERNANCEISSUER22500FOR2250FOR PRIVETERRA ACQUISITION CORP.74275N110US74275N110107/03/2023To approve, assuming the Business Combination Proposal is approved and adopted, for purposes of complying with the applicable provisions of Nasdaq Listing Rule 5635 and listing rules of NYSE, (a) the issuance of up to 39,913,926 shares of New AEON common stock in connection with the Business Combination, which amount will be determined as described in more detail in the accompanying proxy statement/ prospectus and (b) the issuance of an aggregate of 2,857, 143 shares of New AEON common stock under the Committed Financing Agreements (as defined in the accompanying proxy statement/prospectus) in connection with the Business Combination (the "Stock Issuance Proposal");CAPITAL STRUCTUREISSUER22500FOR2250FOR PRIVETERRA ACQUISITION CORP.74275N110US74275N110107/03/2023To approve, assuming the Business Combination Proposal is approved and adopted, the appointment of five directors who, upon consummation of the Business Combination, will become directors of the Combined Company (the "Director Election Proposal").DIRECTOR ELECTIONSISSUER22500FOR2250FOR PRIVETERRA ACQUISITION CORP.74275N110US74275N110107/03/2023To approve, assuming the Business Combination Proposal is approved and adopted, the 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");COMPENSATIONISSUER22500FOR2250FOR PRIVETERRA ACQUISITION CORP.74275N110US74275N110107/03/2023To approve, assuming the Business Combination Proposal is approved and adopted, the Employee Stock Purchase Plan, a copy of which is attached to the accompanying proxy statement/prospectus as Annex E, which will become effective as of and contingent on the consummation of the Business Combination (the "ESPP Proposal");CAPITAL STRUCTUREISSUER22500FOR2250FOR PRIVETERRA ACQUISITION CORP.74275N110US74275N110107/03/2023To 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 or the officer presiding over the Special Meeting, for Priveterra to consummate the Business Combination (the "Adjournment Proposal").CORPORATE GOVERNANCEISSUER22500FOR2250FOR PRIVETERRA ACQUISITION CORP. II876545104US876545104701/05/2024Third Extension Amendment Proposal l- Amend the Company's Amended and Restated Certificate of Incorporation to allow the Company, without another stockholder vote, to extend the date by which the Company must (i) consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more businesses, which we refer to as a ''business combination'', or (ii) cease its operations if it fails to complete such business combination and redeem or repurchase 100% of the shares of Company's Class A Common Stock , par value $0.0001 per share, included as part of the units sold in the Company's initial public offering that was consummated on January 12, 2021, which we refer to as the ''IPO'', from January 12, 2024 (the date that is 36 months from the closing date of the IPO) to April 12, 2024 (the date that is 39 months from the closing date of the IPO), by depositing into the Trust Account $0.03 for each share of Class A Common Stock that was not redeemed, and then on a monthly basis up to six times to October 12, 2024 (the date that is 45 months from the closing date of the IPO), by depositing into the Trust Account, for each one-month extension, $0.01 for each share of Class A Common Stock that was not redeemed, or such earlier date as determined by the Company's board of directorsCORPORATE GOVERNANCEISSUER338900FOR33890FOR PRIVETERRA ACQUISITION CORP. II876545104US876545104701/05/2024Adjournment 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 the Third Extension Amendment ProposalCORPORATE GOVERNANCEISSUER338900FOR33890FOR PRIVETERRA ACQUISITION CORP. II876545112US876545112001/05/2024Third Extension Amendment Proposal l- Amend the Company's Amended and Restated Certificate of Incorporation to allow the Company, without another stockholder vote, to extend the date by which the Company must (i) consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more businesses, which we refer to as a ''business combination'', or (ii) cease its operations if it fails to complete such business combination and redeem or repurchase 100% of the shares of Company's Class A Common Stock , par value $0.0001 per share, included as part of the units sold in the Company's initial public offering that was consummated on January 12, 2021, which we refer to as the ''IPO'', from January 12, 2024 (the date that is 36 months from the closing date of the IPO) to April 12, 2024 (the date that is 39 months from the closing date of the IPO), by depositing into the Trust Account $0.03 for each share of Class A Common Stock that was not redeemed, and then on a monthly basis up to six times to October 12, 2024 (the date that is 45 months from the closing date of the IPO), by depositing into the Trust Account, for each one-month extension, $0.01 for each share of Class A Common Stock that was not redeemed, or such earlier date as determined by the Company's board of directorsCORPORATE GOVERNANCEISSUER00 PRIVETERRA ACQUISITION CORP. II876545112US876545112001/05/2024Adjournment 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 the Third Extension Amendment ProposalCORPORATE GOVERNANCEISSUER00 PROJECT ENERGY REIMAGINED ACQ CORPG72556106KYG72556106508/01/2023The 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 GOVERNANCEISSUER380680FOR38068FOR PROJECT ENERGY REIMAGINED ACQ CORPG72556106KYG72556106508/01/2023The 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 follow- ing 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.CORPORATE GOVERNANCEISSUER380680FOR38068FOR PROJECT ENERGY REIMAGINED ACQ CORPG72556106KYG72556106508/01/2023The 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 STRUCTUREISSUER380680FOR38068FOR PROJECT ENERGY REIMAGINED ACQ CORPG72556106KYG72556106508/01/2023The 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 GOVERNANCEISSUER380680FOR38068FOR PROJECT ENERGY REIMAGINED ACQ CORPG72556106KYG72556106508/01/2023The Director Appointment Proposal: [ONLY HOLDERS OF CLASS B ORDINARY SHARES ENTITLED TO VOTE] 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 ELECTIONSISSUER380680FOR38068FOR PROJECT ENERGY REIMAGINED ACQ CORPG72556106KYG72556106508/01/2023The Auditor Ratification Proposa -l 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-RELATEDISSUER380680FOR38068FOR PROJECT ENERGY REIMAGINED ACQ CORPG72556106KYG72556106508/01/2023The Adjournment Proposal: To direct, by way of ordinary resolution, the chairman of the EGM to adjourn the EGM to a later date or dates or indefinitely, if necessary or convenient, to permit further solicitation and vote of proxies if, (i) based upon tabulated vote at time of Extraordinary General Meeting, (ii)Holders of public shares have elected to redeem an amount of shares in connection with any the foregoing proposals (iii) the Board determines that it is not necessary or no longer desirable to proceed with one or more of the foregoing proposals.CORPORATE GOVERNANCEISSUER380680FOR38068FOR PROJECT ENERGY REIMAGINED ACQ CORPG72556114KYG72556114903/28/2024The 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 GOVERNANCEISSUER00 PROJECT ENERGY REIMAGINED ACQ CORPG72556114KYG72556114903/28/2024The 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 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 ProposalCORPORATE GOVERNANCEISSUER00 PROJECT ENERGY REIMAGINED ACQ CORPG72556114KYG72556114903/28/2024The Advisory Governance Proposal: To establish the authorized capital of Holdco to consist of €49,990 divided into 200,000,000 ordinary shares of €0.0001 each (nominal value), 49,900,000 preference shares of €0.0001 each (nominal value) and 25,000 deferred ordinary shares of €1.00 each (nominal value).CAPITAL STRUCTUREISSUER00 PROJECT ENERGY REIMAGINED ACQ CORPG72556114KYG72556114903/28/2024The Advisory Governance Proposal: 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.CORPORATE GOVERNANCEISSUER00 PROJECT ENERGY REIMAGINED ACQ CORPG72556114KYG72556114903/28/2024The Advisory Governance Proposal: 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.CORPORATE GOVERNANCEISSUER00 PROJECT ENERGY REIMAGINED ACQ CORPG72556114KYG72556114903/28/2024The Advisory Governance Proposal: 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 GOVERNANCEISSUER00 PROJECT ENERGY REIMAGINED ACQ CORPG72556114KYG72556114903/28/2024Adjournment 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 GOVERNANCEISSUER00 PROOF ACQUISITION CORP I74349W112US74349W112811/28/2023The 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 ...(due to space limits, see proxy material for full proposal).EXTRAORDINARY TRANSACTIONSISSUER00 PROOF ACQUISITION CORP I74349W112US74349W112811/28/2023The 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 STRUCTUREISSUER00 PROOF ACQUISITION CORP I74349W112US74349W112811/28/2023The 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 ...(due to space limits, see proxy material for full proposal).CORPORATE GOVERNANCEISSUER00 PROOF ACQUISITION CORP I74349W112US74349W112811/28/2023The Advisory Charter Proposal - a proposal to increase the authorized number of shares of Class A Common Stock from 70,000,000 to 80,000,000.CAPITAL STRUCTUREISSUER00 PROOF ACQUISITION CORP I74349W112US74349W112811/28/2023The Advisory Charter Proposal - a proposal to change the quorum required for meetings of the Board.CORPORATE GOVERNANCEISSUER00 PROOF ACQUISITION CORP I74349W112US74349W112811/28/2023The Advisory Charter Proposal - a proposal to impose a non- citizen voting limitation.CAPITAL STRUCTUREISSUER00 PROOF ACQUISITION CORP I74349W112US74349W112811/28/2023The Advisory Charter Proposal - a proposal to require a supermajority vote for the removal of directors.CORPORATE GOVERNANCEISSUER00 PROOF ACQUISITION CORP I74349W112US74349W112811/28/2023The Advisory Charter Proposal - a proposal to change the voting threshold to approve amendments to certain provisions of the Proposed Charter.CORPORATE GOVERNANCEISSUER00 PROOF ACQUISITION CORP I74349W112US74349W112811/28/2023The 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.COMPENSATIONISSUER00 PROOF ACQUISITION CORP I74349W112US74349W112811/28/2023The 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 ...(due to space limits, see proxy material for full proposal).CORPORATE GOVERNANCEISSUER00 PROSPECTOR CAPITAL CORP.G7273A113KYG7273A113212/13/2023To consider and vote upon a proposal to approve and adopt, by way of ordinary resolution under Cayman Islands law, the Business Combination Agreement, dated as of June 12, 2023, as amended as of September 25, 2023 (as the same may be further amended, supplemented or otherwise modified from time to time, the "Business Combination Agreement"), by and among Prospector, LeddarTech Inc ., a corporation existing under the laws of Canada ("LeddarTech"), and LeddarTech Holdings Inc ., a company incorporated under the laws of Canada and a wholly owned subsidiary of LeddarTech ("Newco"), pursuant to which, and on the terms and subject to the conditions set forth in the plan of arrangement in substantially the form attached to this proxy statement/prospectus as Annex C (the "Plan of Arrangement"): �� Prospector will continue as a corporation existing under the laws of Canada (the "Continuance" and Prospector as so continued, "Prospector Canada"); �� Prospector Canada and Newco will amalgamate (the "Prospector Amalgamation" and Prospector Canada and Newco as so amalgamated, "AmalCo");EXTRAORDINARY TRANSACTIONSISSUER00 PROSPECTOR CAPITAL CORP.G7273A113KYG7273A113212/13/2023The Prospector Authorized Share Capital Proposal - To consider and vote upon a proposal (the "Prospector Authorized Share Capital Proposal") by way of ordinary resolution under Cayman Islands law to increase the authorized share capital of Prospector in order to create (i) the Prospector Sponsor Non-Voting Special Shares (as defined below) and (ii) the Prospector Earnout Special Shares (as defined below).CAPITAL STRUCTUREISSUER00 PROSPECTOR CAPITAL CORP.G7273A113KYG7273A113212/13/2023The A&R Prospector Governing Documents Proposal - To consider and vote upon a proposal (the "A&R Prospector Governing Documents Proposal") to approve FOR AGAINST ABSTAIN and adopt, by way of special resolution under Cayman Islands law, an amended and restated Prospector Articles in substantially the form attached to this proxy statement/prospectus as Annex D to effect (i) the issuance of one Class A ordinary share of Prospector, par value $0.0001 per share (the "Prospector Class A Shares") for each non-redeemed Prospector Class A Share held by shareholders who do not redeem their Prospector Class A Shares in connection with the Business Combination (the "Prospector Share Issuance"), (ii) the creation of a new class of shares in the capital of Prospector convertible into Prospector Class A Shares (other than any Prospector Earnout Special Shares) based on a vesting schedule in accordance with their terms as more fully described herein, each having the rights provided for in the Prospector Articles (the "Prospector Sponsor Non-Voting Special Shares"), (iii) the creation of new classes of non-voting shares in the capital of Prospector convertible into Prospector Class A Shares (other than any Prospector Sponsor Non-Voting Special Shares) based on a vesting schedule in accordance with their terms as more fully described herein, each having the rights provided for in the Prospector Articles (the "Prospector Earnout Special Shares") and (iv) the conversion of each Prospector Class B Share (as defined herein) into 0.75 Prospector Class A Shares and 0.25 Prospector Sponsor Non-Voting Special Shares, with the conversion into Prospector Class A Shares and Prospector Sponsor Non-Voting Special Shares referred to as the "Prospector Share Conversion".CORPORATE GOVERNANCEISSUER00 PROSPECTOR CAPITAL CORP.G7273A113KYG7273A113212/13/2023The Continuance Proposal - To consider and vote upon a proposal (the "Continuance Proposal") to approve, by way of special resolution under Cayman Islands law, the Continuance as part of the Plan of Arrangement, subject to amendments and variations in accordance with the Business Combination Agreement and such Plan of Arrangement or made at the direction of the Superior Court of Quebec (the "Court") in the final order (the "Final Order") of the Court pursuant to Section 192 of the Canada Business Corporations Act (the "CBCA") approving the Plan of Arrangement (with the prior written consent of LeddarTech and Prospector), and in connection therewith, the adoption of the articles and by-laws of Prospector Canada in substantially the form attached to this proxy statement/prospectus as Annex E (the "Prospector Canada Governing Documents") for purposes of the articles and by-laws of Prospector Canada following the completion of the ContinuanceCAPITAL STRUCTURECORPORATE GOVERNANCEISSUER00 PROSPECTOR CAPITAL CORP.G7273A113KYG7273A113212/13/2023The Amalgamation Proposal - To consider and vote upon a proposal (the "Amalgamation Proposal") to approve, by way of special resolution under Cayman Islands law the Prospector Amalgamation as part of the Plan of Arrangement, subject to amendments and variations in accordance with the Business Combination Agreement and such Plan of Arrangement or made at the direction of the Court in the Final Order of the Court pursuant to Section 192 of the CBCA approving the Plan of Arrangement (with the prior written consent of LeddarTech and Prospector).CORPORATE GOVERNANCEISSUER00 PROSPECTOR CAPITAL CORP.G7273A113KYG7273A113212/13/2023The AmalCo Governing Documents Proposal - To consider and vote upon a proposal (the "AmalCo Governing Documents Proposal") to approve and adopt, on an advisory basis, the articles and by-laws of AmalCo (the "AmalCo Governing Documents") in their entirety, copies of which are attached to this proxy statement/prospectus as Annex F, and the sub-proposals to approve those material aspects of the AmalCo Governing Documents that do not appear in, or are different from, the Articles.CORPORATE GOVERNANCEISSUER00 PROSPECTOR CAPITAL CORP.G7273A113KYG7273A113212/13/2023The Adjournment Proposal - To consider and vote upon a proposal 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 of shareholders, there are not sufficient votes to approve one or more proposals presented to shareholders for vote (the "Adjournment Proposal").CORPORATE GOVERNANCEISSUER00 QUANTUM FINTECH ACQUISITION CORPORATION74767A105US74767A105108/04/2023The Charter Amendment Proposal- Amend Company's Amended and Restated Certificate of Incorporation to extend the date by which Company has to consummate a business combination for an additional six months, from August 9, 2023 to up to February 9, 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 after the Termination Date, until February 9, 2024, or such earlier date as determined by the board of directors of the Company, provided that the Sponsor (or its affiliates or permitted designees) will deposit into the Trust Account the Extension Payment for each such one-month extension.CORPORATE GOVERNANCEISSUER303970FOR30397FOR QUANTUM FINTECH ACQUISITION CORPORATION74767A105US74767A105108/04/2023Adjournment: 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 proposals.CORPORATE GOVERNANCEISSUER303970FOR30397FOR QUANTUM FINTECH ACQUISITION CORPORATION74767A113US74767A113508/04/2023The Charter Amendment Proposal- Amend Company's Amended and Restated Certificate of Incorporation to extend the date by which Company has to consummate a business combination for an additional six months, from August 9, 2023 to up to February 9, 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 after the Termination Date, until February 9, 2024, or such earlier date as determined by the board of directors of the Company, provided that the Sponsor (or its affiliates or permitted designees) will deposit into the Trust Account the Extension Payment for each such one-month extension.CORPORATE GOVERNANCEISSUER00 QUANTUM FINTECH ACQUISITION CORPORATION74767A113US74767A113508/04/2023Adjournment: 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 proposals.CORPORATE GOVERNANCEISSUER00 QUANTUM FINTECH ACQUISITION CORPORATION74767A105US74767A105111/03/2023The Business Combination Proposal - To adopt and approve the Business Combination Agreement dated as of November 16, 2022 (as the same has been or may be amended or supplement from time to time, the "Business Combination Agreement") by and among Quantum, Calculator New Pubco, Inc., a Delaware corporation and a wholly-owned subsidiary of Quantum (New Pubco"), Calculator Merger Sub1, Inc., a Delaware corporation and a wholly-owned subsidiary of New Pubco ("Merger Sub 1"), Calculator Merger Sub 2 Inc., aDelaware corporation and a wholly-owned subsidiary of New Pubco ("Merger Sub 2"), AtlasClear, Inc., a Wyoming corporation ("AtlasClear"), Atlas Fintech Holdings Corp., a Delaware corporation ("Atlas Fintech") and Robert McBey. Pursuant to the Business Combination Agreement, among other things, (i) Merger Sub 1 will merge with and into Quantum, with Quantum continuing as the surviving corporation and a wholly-owned subsidiary of New Pubco and (ii) Merger Sub 2 will merge with and into AtlasClear, with AtlasClear continuing as the surviving corporation and a wholly-owned subsidiary of New Pubco. The transactions contemplated by the Business Combination Agreement are referred to herein as the "Business Combination" We refer to this proposal as the "Business Combination Proposal."EXTRAORDINARY TRANSACTIONSISSUER303970FOR30397FOR QUANTUM FINTECH ACQUISITION CORPORATION74767A105US74767A105111/03/2023The name change from Calculator New Pubco, Inc., to AtlasClear Holdings, Inc.,CORPORATE GOVERNANCEISSUER303970FOR30397FOR QUANTUM FINTECH ACQUISITION CORPORATION74767A105US74767A105111/03/2023Eliminate certain provisions related to Quantum's status as a special purpose auquisition company that will no longer be relevant following the closing of the Business Combination (the "Closing")CORPORATE GOVERNANCEISSUER303970FOR30397FOR QUANTUM FINTECH ACQUISITION CORPORATION74767A105US74767A105111/03/2023Increase the required voting thresholds to approve amendments to the Proposed Charter and Proposed BylawsCORPORATE GOVERNANCEISSUER303970FOR30397FOR QUANTUM FINTECH ACQUISITION CORPORATION74767A105US74767A105111/03/2023Require a supermajority vote for the removal of directorsCORPORATE GOVERNANCEISSUER303970FOR30397FOR QUANTUM FINTECH ACQUISITION CORPORATION74767A105US74767A105111/03/2023Remove the provision renouncing the corporate opportunity doctrineCORPORATE GOVERNANCEISSUER303970FOR30397FOR QUANTUM FINTECH ACQUISITION CORPORATION74767A105US74767A105111/03/2023Modify the exclusive forum provision: andCORPORATE GOVERNANCEISSUER303970FOR30397FOR QUANTUM FINTECH ACQUISITION CORPORATION74767A105US74767A105111/03/2023Amend the Existing Charter such that the Company will be governed by Section 203 of the Delaware General Corporation Law ("DGCL"), which provides for certain restrictions regarding business combinations (as defined under Section 203 of the DGCL) with interested stockholders for a period of three years, subject to certain conditions.CORPORATE GOVERNANCEISSUER303970FOR30397FOR QUANTUM FINTECH ACQUISITION CORPORATION74767A105US74767A105111/03/2023The Incentive Plan Proposal - To approve and adopt, assuming the Business Combination Proposal is approved and adopted, the AtlasClear 2023 Equity Incentive Plan, a copy of which attached to the accompanying proxy statement/prospectus as Annex C (we refer to this proposal as the "Incentive Plan Proposal").COMPENSATIONISSUER303970FOR30397FOR QUANTUM FINTECH ACQUISITION CORPORATION74767A105US74767A105111/03/2023The Director Election Proposal - To elect seven directors, effective upon the Closing, to serve terms on our board of directors until the annual meeting of stockholders held in the year following the year of their election, or until such directors' successors have been duly elected and qualified, or until such directors' earlier death, resignation, retirement or removal (we refer to this proposal as the "Director Election Proposal" and, collectively with the Incentive Plan Proposal and ...(due to space limits, see proxy material for full proposal).DIRECTOR ELECTIONSISSUER303970FOR30397FOR QUANTUM FINTECH ACQUISITION CORPORATION74767A105US74767A105111/03/2023The 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, or otherwise in connection with, the approval of any of the Condition Precedent Proposals.CORPORATE GOVERNANCEISSUER303970FOR30397FOR QUANTUM FINTECH ACQUISITION CORPORATION74767A113US74767A113511/03/2023The Business Combination Proposal - To adopt and approve the Business Combination Agreement dated as of November 16, 2022 (as the same has been or may be amended or supplement from time to time, the "Business Combination Agreement") by and among Quantum, Calculator New Pubco, Inc., a Delaware corporation and a wholly-owned subsidiary of Quantum (New Pubco"), Calculator Merger Sub1, Inc., a Delaware corporation and a wholly-owned subsidiary of New Pubco ("Merger Sub 1"), Calculator Merger Sub 2 Inc., aDelaware corporation and a wholly-owned subsidiary of New Pubco ("Merger Sub 2"), AtlasClear, Inc., a Wyoming corporation ("AtlasClear"), Atlas Fintech Holdings Corp., a Delaware corporation ("Atlas Fintech") and Robert McBey. Pursuant to the Business Combination Agreement, among other things, (i) Merger Sub 1 will merge with and into Quantum, with Quantum continuing as the surviving corporation and a wholly-owned subsidiary of New Pubco and (ii) Merger Sub 2 will merge with and into AtlasClear, with AtlasClear continuing as the surviving corporation and a wholly-owned subsidiary of New Pubco. The transactions contemplated by the Business Combination Agreement are referred to herein as the "Business Combination" We refer to this proposal as the "Business Combination Proposal."EXTRAORDINARY TRANSACTIONSISSUER00 QUANTUM FINTECH ACQUISITION CORPORATION74767A113US74767A113511/03/2023The name change from Calculator New Pubco, Inc., to AtlasClear Holdings, Inc.,CORPORATE GOVERNANCEISSUER00 QUANTUM FINTECH ACQUISITION CORPORATION74767A113US74767A113511/03/2023Eliminate certain provisions related to Quantum's status as a special purpose auquisition company that will no longer be relevant following the closing of the Business Combination (the "Closing")CORPORATE GOVERNANCEISSUER00 QUANTUM FINTECH ACQUISITION CORPORATION74767A113US74767A113511/03/2023Increase the required voting thresholds to approve amendments to the Proposed Charter and Proposed BylawsCORPORATE GOVERNANCEISSUER00 QUANTUM FINTECH ACQUISITION CORPORATION74767A113US74767A113511/03/2023Require a supermajority vote for the removal of directorsCORPORATE GOVERNANCEISSUER00 QUANTUM FINTECH ACQUISITION CORPORATION74767A113US74767A113511/03/2023Remove the provision renouncing the corporate opportunity doctrineCORPORATE GOVERNANCEISSUER00 QUANTUM FINTECH ACQUISITION CORPORATION74767A113US74767A113511/03/2023Modify the exclusive forum provision: andCORPORATE GOVERNANCEISSUER00 QUANTUM FINTECH ACQUISITION CORPORATION74767A113US74767A113511/03/2023Amend the Existing Charter such that the Company will be governed by Section 203 of the Delaware General Corporation Law ("DGCL"), which provides for certain restrictions regarding business combinations (as defined under Section 203 of the DGCL) with interested stockholders for a period of three years, subject to certain conditions.CORPORATE GOVERNANCEISSUER00 QUANTUM FINTECH ACQUISITION CORPORATION74767A113US74767A113511/03/2023The Incentive Plan Proposal - To approve and adopt, assuming the Business Combination Proposal is approved and adopted, the AtlasClear 2023 Equity Incentive Plan, a copy of which attached to the accompanying proxy statement/prospectus as Annex C (we refer to this proposal as the "Incentive Plan Proposal").COMPENSATIONISSUER00 QUANTUM FINTECH ACQUISITION CORPORATION74767A113US74767A113511/03/2023The Director Election Proposal - To elect seven directors, effective upon the Closing, to serve terms on our board of directors until the annual meeting of stockholders held in the year following the year of their election, or until such directors' successors have been duly elected and qualified, or until such directors' earlier death, resignation, retirement or removal (we refer to this proposal as the "Director Election Proposal" and, collectively with the Incentive Plan Proposal and ...(due to space limits, see proxy material for full proposal).DIRECTOR ELECTIONSISSUER00 QUANTUM FINTECH ACQUISITION CORPORATION74767A113US74767A113511/03/2023The 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, or otherwise in connection with, the approval of any of the Condition Precedent Proposals.CORPORATE GOVERNANCEISSUER00 QUANTUM FINTECH ACQUISITION CORPORATION74767A113US74767A113502/08/2024The Charter Amendment Proposal -To amend the Company's Amended and Restated Certificate of Incorporation to extend the date by which the Company has to consummate a business combination for up to an additional two months, from Febuary 9, 2024 to up to April 9, 2024, or such earlier date as determined by the board such earlier date as determined by the board of directors of the company, provided that the Sponsor (or its affiliates or permitted designees) will deposit into the Trust Account the Extension Payment for each such one-month extensionCORPORATE GOVERNANCEISSUER00 QUANTUM FINTECH ACQUISITION CORPORATION74767A113US74767A113502/08/2024Adjournment - 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 proposalsCORPORATE GOVERNANCEISSUER00 REDWOODS 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 GOVERNANCEISSUER681940FOR68194FOR REDWOODS 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 GOVERNANCEISSUER681940FOR68194FOR REDWOODS 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 ExtensionCORPORATE GOVERNANCEISSUER681940FOR68194FOR REDWOODS ACQUISITION CORP758083109US758083109404/12/2024To consider and vote upon a proposal to approve the business combination including (a) adopting the Business Combination Agreement and (b) approving the other transactions contemplated by the Business Combination Agreement and related agreements.EXTRAORDINARY TRANSACTIONSISSUER681940FOR68194FOR REDWOODS ACQUISITION CORP758083109US758083109404/12/2024To consider and vote upon a proposal to approve and adopt the second amended and restated certificate of incorporation.CORPORATE GOVERNANCEISSUER681940FOR68194FOR REDWOODS ACQUISITION CORP758083109US758083109404/12/2024To consider and vote upon on a non-binding advisory basis, certain governance provisions in the second amended and restated certificate of incorporation, presented separately in accordance with the United States Securities and Exchange Commission requirements.CORPORATE GOVERNANCEISSUER681940FOR68194FOR REDWOODS ACQUISITION CORP758083109US758083109404/12/2024To consider and vote upon a proposal to approve and adopt the ANEW MEDICAL, INC. 2023 Stock Incentive Plan, and the material terms thereof, including the authorization of the initial share reserve thereunderCOMPENSATIONISSUER681940FOR68194FOR REDWOODS ACQUISITION CORP758083109US758083109404/12/2024To consider and vote upon a proposal to elect five directors to serve on the combined company's board of directors effective as of the closing of the transactions in accordance with the Business Combination Agreement. Joseph SinkuleDIRECTOR ELECTIONSISSUER681940FOR68194FOR REDWOODS ACQUISITION CORP758083109US758083109404/12/2024To consider and vote upon a proposal to elect five directors to serve on the combined company's board of directors effective as of the closing of the transactions in accordance with the Business Combination Agreement. Shalom Z. HirschmanDIRECTOR ELECTIONSISSUER681940FOR68194FOR REDWOODS ACQUISITION CORP758083109US758083109404/12/2024To consider and vote upon a proposal to elect five directors to serve on the combined company's board of directors effective as of the closing of the transactions in accordance with the Business Combination Agreement. Samuel ZentmanDIRECTOR ELECTIONSISSUER681940FOR68194FOR REDWOODS ACQUISITION CORP758083109US758083109404/12/2024To consider and vote upon a proposal to elect five directors to serve on the combined company's board of directors effective as of the closing of the transactions in accordance with the Business Combination Agreement. Jon W.McGarityDIRECTOR ELECTIONSISSUER681940FOR68194FOR REDWOODS ACQUISITION CORP758083109US758083109404/12/2024To consider and vote upon a proposal to elect five directors to serve on the combined company's board of directors effective as of the closing of the transactions in accordance with the Business Combination Agreement. Edward Cong WangDIRECTOR ELECTIONSISSUER681940FOR68194FOR REDWOODS ACQUISITION CORP758083109US758083109404/12/2024To consider and vote upon 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 Redwood Common Stock and the resulting change in control in connection with the TransactionsEXTRAORDINARY TRANSACTIONSCAPITAL STRUCTUREISSUER681940FOR68194FOR REDWOODS ACQUISITION CORP758083109US758083109404/12/2024To 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 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 governance proposal, the incentive plan proposal, the director election proposal or the Nasdaq proposalCORPORATE GOVERNANCEISSUER681940FOR68194FOR REE AUTOMOTIVE LTD.M8287R103IL001178615410/16/2023Election of Director to hold office until the close of business on the date of the annual general meeting of shareholders to be held in 2024: Ms. Michal Marom-BrikmanDIRECTOR ELECTIONSISSUER35960FOR2465FORAGAINST1112AGAINSTABSTAIN19AGAINST REE AUTOMOTIVE LTD.M8287R103IL001178615410/16/2023Election of Director to hold office until the close of business on the date of the annual general meeting of shareholders to be held in 2024: Mr. Daniel BarelDIRECTOR ELECTIONSISSUER35960FOR1794FORAGAINST1786AGAINSTABSTAIN16AGAINST REE AUTOMOTIVE LTD.M8287R103IL001178615410/16/2023Election of Director to hold office until the close of business on the date of the annual general meeting of shareholders to be held in 2024: Mr. Ahishay SardesDIRECTOR ELECTIONSISSUER35960FOR1792FORAGAINST1784AGAINSTABSTAIN20AGAINST REE AUTOMOTIVE LTD.M8287R103IL001178615410/16/2023Election of Director to hold office until the close of business on the date of the annual general meeting of shareholders to be held in 2024: Mr. Ittamar GivtonDIRECTOR ELECTIONSISSUER35960FOR2471FORAGAINST1105AGAINSTABSTAIN20AGAINST REE AUTOMOTIVE LTD.M8287R103IL001178615410/16/2023Election of Director to hold office until the close of business on the date of the annual general meeting of shareholders to be held in 2024: Mr. Hicham AbdessamadDIRECTOR ELECTIONSISSUER35960FOR2469FORAGAINST1107AGAINSTABSTAIN20AGAINST REE AUTOMOTIVE LTD.M8287R103IL001178615410/16/2023Election of Director to hold office until the close of business on the date of the annual general meeting of shareholders to be held in 2024: Mr. Carlton RoseDIRECTOR ELECTIONSISSUER35960FOR2474FORAGAINST1105AGAINSTABSTAIN17AGAINST REE AUTOMOTIVE LTD.M8287R103IL001178615410/16/2023Election of Director to hold office until the close of business on the date of the annual general meeting of shareholders to be held in 2024: Ms. Alla FelderDIRECTOR ELECTIONSISSUER35960FOR752FORAGAINST2828AGAINSTABSTAIN16AGAINST REE AUTOMOTIVE LTD.M8287R103IL001178615410/16/2023Election of Director to hold office until the close of business on the date of the annual general meeting of shareholders to be held in 2024: Ms. Michal DraymanDIRECTOR ELECTIONSISSUER35960FOR2472FORAGAINST1104AGAINSTABSTAIN20AGAINST REE AUTOMOTIVE LTD.M8287R103IL001178615410/16/2023To approve a reverse share split of the Company's Class A ordinary shares, without par value, and Class B ordinary shares, without par value, by a ratio in the range of one-for-twenty to one-for-thirty, to be determined by the Board of Directors, effective on a date to be determined by the Board of Directors.CAPITAL STRUCTUREISSUER35960FOR3315FORAGAINST276AGAINSTABSTAIN5AGAINST REE AUTOMOTIVE LTD.M8287R103IL001178615410/16/2023To approve certain amendments to the Company's Amended and Restated Articles of Association, as described in the Proxy Statement.CORPORATE GOVERNANCEISSUER35960FOR2289FORAGAINST1234AGAINSTABSTAIN73AGAINST REE AUTOMOTIVE LTD.M8287R103IL001178615410/16/2023To approve the re-appointment of Kost, Forer, Gabbay & Kasierer, a member firm of Ernst & Young Global, as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023, and its service until the annual general meeting of shareholders to be held in 2024, and to authorize the Board of Directors, upon the recommendation of the Audit Committee, to fix the remuneration of the independent registered public accounting firm.AUDIT-RELATEDISSUER35960FOR3475FORAGAINST104AGAINSTABSTAIN17AGAINST RF ACQUISITION CORP.74954L104US74954L104412/20/2023The Extension Amendment Proposal - a proposal to amend the Company's Existing Charter to allow the Sponsor to extend the date by which the Company must consummate a Business Combination by up to nine months, from December 28, 2023 to September 28, 2024, composed of an initial three-month Extension and six subsequent one month Extensions, and, in connection with each Extension, the Sponsor will deposit into the Trust Account (A) for the initial three-month Extension, the lesser of (i) $225,000 or (ii) $0.09 for each Public Share not redeemed in connection with the Extension Amendment Proposal, and (B) for each of the six subsequent one- month Extensions, the lesser of (i) $75,000 or (ii) $0.03 for each Public Share not redeemed in connection with the Extension Amendment Proposal until September 28, 2024 in exchange for a non-interest bearing, unsecured promissory note payable upon consummation of a Business Combination, which provide that the Sponsor will not be repaid in the event that the Company is unable to close a Business Combination, unless there are funds available outside the Trust Account to do soCORPORATE GOVERNANCEISSUER646120FOR64612FOR RF ACQUISITION CORP.74954L104US74954L104412/20/2023The NTA Amendment Proposal - a proposal to amend our Existing Charter 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 STRUCTUREISSUER646120FOR64612FOR RF ACQUISITION CORP.74954L104US74954L104412/20/2023The 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 the Extension Amendment Proposal or the NTA Amendment Proposal.CORPORATE GOVERNANCEISSUER646120FOR64612FOR RF ACQUISITION CORP.74954L112US74954L112712/20/2023The Extension Amendment Proposal - a proposal to amend the Company's Existing Charter to allow the Sponsor to extend the date by which the Company must consummate a Business Combination by up to nine months, from December 28, 2023 to September 28, 2024, composed of an initial three-month Extension and six subsequent one month Extensions, and, in connection with each Extension, the Sponsor will deposit into the Trust Account (A) for the initial three-month Extension, the lesser of (i) $225,000 or (ii) $0.09 for each Public Share not redeemed in connection with the Extension Amendment Proposal, and (B) for each of the six subsequent one- month Extensions, the lesser of (i) $75,000 or (ii) $0.03 for each Public Share not redeemed in connection with the Extension Amendment Proposal until September 28, 2024 in exchange for a non-interest bearing, unsecured promissory note payable upon consummation of a Business Combination, which provide that the Sponsor will not be repaid in the event that the Company is unable to close a Business Combination, unless there are funds available outside the Trust Account to do soCORPORATE GOVERNANCEISSUER00 RF ACQUISITION CORP.74954L112US74954L112712/20/2023The NTA Amendment Proposal - a proposal to amend our Existing Charter 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 STRUCTUREISSUER00 RF ACQUISITION CORP.74954L112US74954L112712/20/2023The 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 the Extension Amendment Proposal or the NTA Amendment Proposal.CORPORATE GOVERNANCEISSUER00 RF ACQUISITION CORP.74954L120US74954L120012/20/2023The Extension Amendment Proposal - a proposal to amend the Company's Existing Charter to allow the Sponsor to extend the date by which the Company must consummate a Business Combination by up to nine months, from December 28, 2023 to September 28, 2024, composed of an initial three-month Extension and six subsequent one month Extensions, and, in connection with each Extension, the Sponsor will deposit into the Trust Account (A) for the initial three-month Extension, the lesser of (i) $225,000 or (ii) $0.09 for each Public Share not redeemed in connection with the Extension Amendment Proposal, and (B) for each of the six subsequent one- month Extensions, the lesser of (i) $75,000 or (ii) $0.03 for each Public Share not redeemed in connection with the Extension Amendment Proposal until September 28, 2024 in exchange for a non-interest bearing, unsecured promissory note payable upon consummation of a Business Combination, which provide that the Sponsor will not be repaid in the event that the Company is unable to close a Business Combination, unless there are funds available outside the Trust Account to do soCORPORATE GOVERNANCEISSUER00 RF ACQUISITION CORP.74954L120US74954L120012/20/2023The NTA Amendment Proposal - a proposal to amend our Existing Charter 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 STRUCTUREISSUER00 RF ACQUISITION CORP.74954L120US74954L120012/20/2023The 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 the Extension Amendment Proposal or the NTA Amendment Proposal.CORPORATE GOVERNANCEISSUER00 SABA CAPITAL INCOME FUND78518H202US78518H202206/20/2024Election of six nominees to the Board of Trustees of the Saba Capital Income & Opportunities Fund: Aditya BindalDIRECTOR ELECTIONSISSUER12752350FOR1233959FORABSTAIN41276AGAINST SABA CAPITAL INCOME FUND78518H202US78518H202206/20/2024Election of six nominees to the Board of Trustees of the Saba Capital Income & Opportunities Fund: Thomas BumbolowDIRECTOR ELECTIONSISSUER12752350FOR1200960FORABSTAIN74275AGAINST SABA CAPITAL INCOME FUND78518H202US78518H202206/20/2024Election of six nominees to the Board of Trustees of the Saba Capital Income & Opportunities Fund: Karen CaldwellDIRECTOR ELECTIONSISSUER12752350FOR1234951FORABSTAIN40284AGAINST SABA CAPITAL INCOME FUND78518H202US78518H202206/20/2024Election of six nominees to the Board of Trustees of the Saba Capital Income & Opportunities Fund: Ketu DesaiDIRECTOR ELECTIONSISSUER12752350FOR1234443FORABSTAIN40792AGAINST SABA CAPITAL INCOME FUND78518H202US78518H202206/20/2024Election of six nominees to the Board of Trustees of the Saba Capital Income & Opportunities Fund: Andrew KellermanDIRECTOR ELECTIONSISSUER12752350FOR1229206FORABSTAIN46029AGAINST SABA CAPITAL INCOME FUND78518H202US78518H202206/20/2024Election of six nominees to the Board of Trustees of the Saba Capital Income & Opportunities Fund: Anatoly NakumDIRECTOR ELECTIONSISSUER12752350FOR1234790FORABSTAIN40445AGAINST SCREAMING EAGLE ACQUISITION CORP.G79407105KYG79407105304/09/2024The 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 GOVERNANCEISSUER651630FOR65163FOR SCREAMING EAGLE ACQUISITION CORP.G79407105KYG79407105304/09/2024The Redemption Limitation Amendment - 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 STRUCTUREISSUER651630FOR65163FOR SCREAMING EAGLE ACQUISITION CORP.G79407105KYG79407105304/09/2024The 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'');CAPITAL STRUCTURECORPORATE GOVERNANCEISSUER651630FOR65163FOR SCREAMING EAGLE ACQUISITION CORP.G79407105KYG79407105304/09/2024The 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 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 GOVERNANCEISSUER651630FOR65163FOR SCREAMING EAGLE ACQUISITION CORP.G79407121KYG79407121004/09/2024The 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 GOVERNANCEISSUER00 SCREAMING EAGLE ACQUISITION CORP.G79407121KYG79407121004/09/2024The Redemption Limitation Amendment - 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 STRUCTUREISSUER00 SCREAMING EAGLE ACQUISITION CORP.G79407121KYG79407121004/09/2024The 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'');CAPITAL STRUCTURECORPORATE GOVERNANCEISSUER00 SCREAMING EAGLE ACQUISITION CORP.G79407121KYG79407121004/09/2024The 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 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 GOVERNANCEISSUER00 SCREAMING EAGLE ACQUISITION CORP.G79407121KYG79407121005/07/2024Warrant 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 ...(due to space limits, see proxy material for full proposal).OTHERBondholder ProposalXXXISSUER217210FOR21721FOR SCREAMING EAGLE ACQUISITION CORP.G79407121KYG79407121005/07/2024Warrantholder 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 ...(due to space limits, see proxy material for full proposal).OTHERBondholder ProposalXXXISSUER217210FOR21721FOR SHOULDERUP TECHNOLOGY ACQUISITION CORP.82537G104US82537G104011/17/2023A proposal to amend the Company's Amended and Restated Certificate of Incorporation, to extend the date by which it has to consummate a business combination from November 19, 2023 to May 19, 2024 or such earlier date as may be determined by the Company's board of directors in its sole discretionCORPORATE GOVERNANCEISSUER600000FOR60000FOR SIZZLE ACQUISITION CORP.83014E109US83014E109108/07/2023Extension 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 August 8, 2023 to February 8, 2024 (or such earlier date as determined by the Board)CORPORATE GOVERNANCEISSUER832360FOR83236FOR SIZZLE ACQUISITION CORP.83014E109US83014E109108/07/2023Director Election Proposal- To 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 ELECTIONSISSUER832360FOR83236FOR SIZZLE ACQUISITION CORP.83014E109US83014E109108/07/2023Director Election Proposal- To 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 ELECTIONSISSUER832360FOR83236FOR SIZZLE ACQUISITION CORP.83014E109US83014E109108/07/2023Adjournment 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 or Proposal 2.CORPORATE GOVERNANCEISSUER832360FOR83236FOR SIZZLE 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 GOVERNANCEISSUER832360FOR83236FOR SIZZLE 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 1CORPORATE GOVERNANCEISSUER832360FOR83236FOR SIZZLE ACQUISITION CORP.83014E109US83014E109102/21/2024Extension 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 GOVERNANCEISSUER832360FOR83236FOR SIZZLE 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 Proposal 1CORPORATE GOVERNANCEISSUER832360FOR83236FOR SIZZLE 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 GOVERNANCEISSUER832360FOR83236FOR SIZZLE ACQUISITION CORP.83014E109US83014E109102/21/2024Advisory Charter Amendments Proposal: Authorized 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 STRUCTUREISSUER832360FOR83236FOR SIZZLE ACQUISITION CORP.83014E109US83014E109102/21/2024Advisory Charter Amendments Proposal: EUR 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 ...(due to space limits, see proxy material for full proposal).CORPORATE GOVERNANCEISSUER832360FOR83236FOR SIZZLE ACQUISITION CORP.83014E109US83014E109102/21/2024Advisory Charter Amendments Proposal: Amendments 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 GOVERNANCEISSUER832360FOR83236FOR SIZZLE ACQUISITION CORP.83014E109US83014E109102/21/2024Advisory Charter Amendments Proposal: Removal 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 GOVERNANCEISSUER832360FOR83236FOR SIZZLE ACQUISITION CORP.83014E109US83014E109102/21/2024Advisory Charter Amendments Proposal: Written 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 GOVERNANCEISSUER832360FOR83236FOR SIZZLE 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 STRUCTUREISSUER832360FOR83236FOR SIZZLE 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.COMPENSATIONISSUER832360FOR83236FOR SIZZLE 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.CAPITAL STRUCTUREISSUER832360FOR83236FOR SIZZLE 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 GOVERNANCEISSUER832360FOR83236FOR SOUTHPORT ACQUISITION CORPORATION84465L113US84465L113603/14/2024A proposal to amend the Amended and Restated Certificate of Incorporation of Southport Acquisition Corporation (the "Company") to extend the date by which the Company must consummate an initial business combination (the ''Extension'') from March 14, 2024 to December 14, 2024 (the ''Extension Amendment Proposal'')CORPORATE GOVERNANCEISSUER00 SOUTHPORT ACQUISITION CORPORATION84465L113US84465L113603/14/2024A 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 (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 ProposalCORPORATE GOVERNANCEISSUER00 SPECIAL OPPORTUNITIES FUND, INC84741T104US84741T104312/07/2023To elect the following nominees to hold office until the Fund's next annual meeting of stockholders in 2024, and until their successors are elected and qualify or until they resign or are otherwise removed: Andrew DakosDIRECTOR ELECTIONSISSUER2262500FOR179660FORABSTAIN46590AGAINST SPECIAL OPPORTUNITIES FUND, INC84741T104US84741T104312/07/2023To elect the following nominees to hold office until the Fund's next annual meeting of stockholders in 2024, and until their successors are elected and qualify or until they resign or are otherwise removed: Ben H. HarrisDIRECTOR ELECTIONSISSUER2262500FOR178902FORABSTAIN47348AGAINST SPECIAL OPPORTUNITIES FUND, INC84741T104US84741T104312/07/2023To elect the following nominees to hold office until the Fund's next annual meeting of stockholders in 2024, and until their successors are elected and qualify or until they resign or are otherwise removed: Gerald HellermanDIRECTOR ELECTIONSISSUER2262500FOR176428FORABSTAIN49822AGAINST SPECIAL OPPORTUNITIES FUND, INC84741T104US84741T104312/07/2023To elect the following nominees to hold office until the Fund's next annual meeting of stockholders in 2024, and until their successors are elected and qualify or until they resign or are otherwise removed: Charles C. WaldenDIRECTOR ELECTIONSISSUER2262500FOR177620FORABSTAIN48630AGAINST SPORTSMAP TECH ACQUISITION CORP.84921J108US84921J108812/08/2023The Business Combination Proposal - To approve and adopt the Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the ''Business Combination Agreement''), by and among SportsMap, ICH Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of SportsMap, and Infrared Cameras Holdings, Inc., a Delaware corporation (''ICI''), a copy of which is attached to the accompanying proxy statement as Annex A, including the transactions contemplated therebyEXTRAORDINARY TRANSACTIONSISSUER144080FOR14408FOR SPORTSMAP TECH ACQUISITION CORP.84921J108US84921J108812/08/2023The Charter Proposal - To approve and adopt the second amended and restated certificate of incorporation (the ''Proposed Certificate of Incorporation'') of SportsMap, a copy of which is attached to the accompanying proxy statement as Annex BCORPORATE GOVERNANCEISSUER144080FOR14408FOR SPORTSMAP TECH ACQUISITION CORP.84921J108US84921J108812/08/2023The Advisory Governance Proposals - To approve and vote upon, on a non-binding advisory basis, certain governance provisions contained in the Proposed Certificate of Incorporation, presented separately in accordance with the requirements of the United States Securities and Exchange Commission - The name change from "SportsMap Tech Acquisition Corp" to "Infrared Cameras Holdings, Inc."CORPORATE GOVERNANCEISSUER144080FOR14408FOR SPORTSMAP TECH ACQUISITION CORP.84921J108US84921J108812/08/2023The Advisory Governance Proposals - To approve and vote upon, on a non-binding advisory basis, certain governance provisions contained in the Proposed Certificate of Incorporation, presented separately in accordance with the requirements of the United States Securities and Exchange Commission - The Increase of the number of Shares authorized under the ChaterCAPITAL STRUCTUREISSUER144080FOR14408FOR SPORTSMAP TECH ACQUISITION CORP.84921J108US84921J108812/08/2023The Advisory Governance Proposals - To approve and vote upon, on a non-binding advisory basis, certain governance provisions contained in the Proposed Certificate of Incorporation, presented separately in accordance with the requirements of the United States Securities and Exchange Commission - The change to the required Vote to Amend or Repeal the proposed BylawsCORPORATE GOVERNANCEISSUER144080FOR14408FOR SPORTSMAP TECH ACQUISITION CORP.84921J108US84921J108812/08/2023The Advisory Governance Proposals - To approve and vote upon, on a non-binding advisory basis, certain governance provisions contained in the Proposed Certificate of Incorporation, presented separately in accordance with the requirements of the United States Securities and Exchange Commission - The Change to the required vote by stockholders required vote to amend or repeal the proposed Certificate of IncorporationCORPORATE GOVERNANCEISSUER144080FOR14408FOR SPORTSMAP TECH ACQUISITION CORP.84921J108US84921J108812/08/2023The Advisory Governance Proposals - To approve and vote upon, on a non-binding advisory basis, certain governance provisions contained in the Proposed Certificate of Incorporation, presented separately in accordance with the requirements of the United States Securities and Exchange Commission - The Change to the required vote by stockholders required vote to amend or repeal the proposed Certificate of IncorporationCORPORATE GOVERNANCEISSUER144080FOR14408FOR SPORTSMAP TECH ACQUISITION CORP.84921J108US84921J108812/08/2023The Advisory Governance Proposals - To approve and vote upon, on a non-binding advisory basis, certain governance provisions contained in the Proposed Certificate of Incorporation, presented separately in accordance with the requirements of the United States Securities and Exchange Commission - The removal of permitted action by shareholders by written consentCORPORATE GOVERNANCEISSUER144080FOR14408FOR SPORTSMAP TECH ACQUISITION CORP.84921J108US84921J108812/08/2023The Advisory Governance Proposals - To approve and vote upon, on a non-binding advisory basis, certain governance provisions contained in the Proposed Certificate of Incorporation, presented separately in accordance with the requirements of the United States Securities and Exchange Commission - The removal of various provisions applicable only to blank check Companies, Including business combination requirementsCORPORATE GOVERNANCEISSUER144080FOR14408FOR SPORTSMAP TECH ACQUISITION CORP.84921J108US84921J108812/08/2023The Nasdaq Proposal - To consider and vote upon, for purpose of complying with Nasdaq Listing Rule 5635, the issuance of SportsMap common stock, par value $0.0001 per share (''SportsMap Common Stock''), in connection with the Business CombinationCAPITAL STRUCTUREISSUER144080FOR14408FOR SPORTSMAP TECH ACQUISITION CORP.84921J108US84921J108812/08/2023The Director Election Proposal - To elect the seven individuals as directors to the board of directors of SportsMap (the "SportsMap Board"), effective immediately upon the closing of the Business Combination, in each case, until their respective successor is duly elected and qualified, or until their earlier resignation, removal or death.DIRECTOR ELECTIONSISSUER144080FOR14408FOR SPORTSMAP TECH ACQUISITION CORP.84921J108US84921J108812/08/2023The Equity Incentive Plan Proposal - To approve the equity incentive plan, a copy of which is attached to the proxy statement as Annex FCOMPENSATIONISSUER144080FOR14408FOR SPORTSMAP TECH ACQUISITION CORP.84921J108US84921J108812/08/2023The Adjournment Proposal - To approve 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 Equity Incentive Plan Proposal, the Director Election Proposal, and the Nasdaq Proposal, or if we determine that one or more of the closing conditions to Business Combination Agreement is not satisfied or waivedCORPORATE GOVERNANCEISSUER144080FOR14408FOR TASTEMAKER ACQUISITION CORP.876545104US876545104707/10/2023Second Extension Amendment Proposal - Amend the Company's Amended and Restated Certificate of Incorporation to allow the Company, without another stockholder vote to extend the date by which the Company must (i) consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more businesses, which we refer to as a ''business combination'', or (ii) cease its operations if it fails to complete such business combination and redeem or repurchase 100% of the shares of Company's Class A Common Stock, par value $0.0001 per share, included as part of the units sold in the Company's initial public offering that was consummated on January 12, 2021, which we refer to as the ''IPO'', from July 12, 2023 (the date that is 30 months from the closing date of the IPO) to January 12, 2024 (the date that is 36 months from the closing date of the IPO), or such earlier date as determined by the Company's board of directorsCORPORATE GOVERNANCEISSUER338900FOR33890FOR TASTEMAKER ACQUISITION CORP.876545104US876545104707/10/2023Second Extension Amendment Proposal - Amend the Amended and Restated Certificate of Incorporation pursuant to amendments to the Amended and Restated Charter in the form set forth in paragraphs 5, 6, 7 and 8 of Annex A to the Proxy Statement to eliminate from the Amended and Restated Certificate of Incorporation 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 (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 LimitationCAPITAL STRUCTUREISSUER338900FOR33890FOR TASTEMAKER ACQUISITION CORP.876545104US876545104707/10/2023Adjournment 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 the Second Extension Amendment ProposalCORPORATE GOVERNANCEISSUER338900FOR33890FOR TG VENTURE ACQUISITION CORP.87251T117US87251T117003/01/2024A proposal to adopt and approve the Business Combination Agreement dated December 5, 2022, by and among TG Venture Acquisition Corp., a Delaware corporation, The Flexi Group Limited, a business company with limited liability incorporated under the laws of the British Virgin Islands, Flexi Group Holdings Ltd, a business company with limited liability incorporated under the laws of the British Virgin Islands, The Flexi Merger Co. Ltd, a business company with limited liability incorporated under the laws of the British Virgin Islands, and Flexi Merger Co. LLC, a Delaware limited liability company, and to approve the transactions contemplated therebyEXTRAORDINARY TRANSACTIONSISSUER256640FOR25664FOR TG VENTURE ACQUISITION CORP.87251T117US87251T117003/01/2024A proposal to adopt and approve an amendment to the charter of TG Venture Acquisition Corp. (TGVC) to eliminate the limitation that in connection with a business combination, TGVC may not redeem its Public Shares if, after such redemption, TGVC's net tangible assets, or of any entity that succeeds TGVC as a public company, will be less than $5,000,001, which amendment will be effective immediately prior to or upon consummation of a business combination, in order to allow TGVC to consummate a business combination irrespective of whether TGVC would be in compliance with the foregoing limitationCAPITAL STRUCTUREISSUER256640FOR25664FOR TG VENTURE ACQUISITION CORP.87251T117US87251T117003/01/2024Approval to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and voting of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve the Business Combination Proposal or the Charter Limitation Amendment ProposalCORPORATE GOVERNANCEISSUER256640FOR25664FOR THE GROWTH FOR GOOD ACQUISITION CORP.G41522106KYG41522106109/12/2023The BCA 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., a Delaware corporation ("Merger Sub") and Zero Nox, Inc., a Wyoming corporation ("ZeroNox").EXTRAORDINARY TRANSACTIONSISSUER656320FOR65632FOR THE GROWTH FOR GOOD ACQUISITION CORP.G41522106KYG41522106109/12/2023The Redemption Limitation Amendment Proposal - to amend by special resolution G4G's Amended & Restated Articles of Association, effective as of immediately prior to Domestication, to eliminate from the Amended & 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.CAPITAL STRUCTUREISSUER656320FOR65632FOR THE GROWTH FOR GOOD ACQUISITION CORP.G41522106KYG41522106109/12/2023The Domestication Proposal - 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 DelawareCAPITAL STRUCTURECORPORATE GOVERNANCEISSUER656320FOR65632FOR THE GROWTH FOR GOOD ACQUISITION CORP.G41522106KYG41522106109/12/2023Organizational Documents Proposal A - to authorize by special resolution the change in the authorized share capital of G4G, upon the happening of the Domestication.CAPITAL STRUCTUREISSUER656320FOR65632FOR THE GROWTH FOR GOOD ACQUISITION CORP.G41522106KYG41522106109/12/2023Organizational Documents Proposal B - to authorize by special resolution 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.CAPITAL STRUCTUREISSUER656320FOR65632FOR THE GROWTH FOR GOOD ACQUISITION CORP.G41522106KYG41522106109/12/2023Organizational Documents Proposal C - to authorize by special resolution the adoption of Delaware as the exclusive forum for certain stockholder litigation.CORPORATE GOVERNANCEISSUER656320FOR65632FOR THE GROWTH FOR GOOD ACQUISITION CORP.G41522106KYG41522106109/12/2023Organizational Documents Proposal D - 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.CORPORATE GOVERNANCEISSUER656320FOR65632FOR THE GROWTH FOR GOOD ACQUISITION CORP.G41522106KYG41522106109/12/2023Organizational Documents Proposal E - to authorize by special resolution 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.CORPORATE GOVERNANCEISSUER656320FOR65632FOR THE GROWTH FOR GOOD ACQUISITION CORP.G41522106KYG41522106109/12/2023The Director Election Proposal - to elect by ordinary resolution seven (7) directors (Rahul Kakar, Dana Barsky, Vonn Christenson, Robert Cruess, Kelley Ivancovich, Eugene Arthur Cuelho, Jr. and Colleen B. Brown) who, upon consummation of the Business Combination, will be the directors of New ZeroNox.DIRECTOR ELECTIONSISSUER656320FOR65632FOR THE GROWTH FOR GOOD ACQUISITION CORP.G41522106KYG41522106109/12/2023The Stock Issuance 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.CAPITAL STRUCTUREISSUER656320FOR65632FOR THE GROWTH FOR GOOD ACQUISITION CORP.G41522106KYG41522106109/12/2023The Incentive Award Plan Proposal - to approve by ordinary resolution, The Growth for Good Acquisition Corporation 2023 Incentive Award Plan.COMPENSATIONISSUER656320FOR65632FOR THE GROWTH FOR GOOD ACQUISITION CORP.G41522106KYG41522106109/12/2023The Adjournment Proposal - if put to the shareholder for a vote, to approve by ordinary resolution the adjournment of the EGM 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 EGM (the "Adjournment Proposal").CORPORATE GOVERNANCEISSUER656320FOR65632FOR TLGY ACQUISITION CORPG8656T125KYG8656T125010/17/2023Charter Amendment Proposal FOR AGAINST ABSTAIN 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 paymentsCORPORATE GOVERNANCEISSUER00 TLGY ACQUISITION CORPG8656T125KYG8656T125010/17/2023Adjournment 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 GOVERNANCEISSUER00 TRISTAR ACQUISITION I CORP.G9074V106KYG9074V106807/18/2023The Extension Amendment Proposal - To approve as special resolutions, an amendment to TRIS's Amended and Restated Articles of Association (as may be amended from time to time, together, the ''Articles of Association'') as provided by the special resolutions under ''Extension Amendment Proposal'' in the form set forth on Annex A to the accompanying proxy statement, allowing TRIS to extend period of time to complete an initial business combination from July 18, 2023 to October 18, 2023 and to allow the Company, without another shareholder vote, to elect to further extend the period of time to consummate the initial business combination on a month-to-month basis until October 18, 2024.CORPORATE GOVERNANCEISSUER392320FOR39232FOR TRISTAR ACQUISITION I CORP.G9074V106KYG9074V106807/18/2023The Trust Amendment Proposal - To approve an amendment to the Company's Investment Management Trust Agreement, dated October 13, 2021, by and between TRIS and Continental Stock Transfer & Trust Company, allowing TRIS to extend period of time to complete an initial business combination from July 18, 2023 to October 18, 2023 and to allow the Company, without another shareholder vote, to elect to further extend the period of time to consummate the initial business combination on a month-to-month basis until October 18, 2024.CORPORATE GOVERNANCEISSUER392320FOR39232FOR TRISTAR ACQUISITION I CORP.G9074V106KYG9074V106807/18/2023The NTA Requirement Amendment Proposal - To approve as special resolutions, an amendment to the Articles of Association as provided by the special resolutions under ''NTA Requirement Amendment Proposal'' in the form set forth on Annex A to the accompanying proxy statement, to expand the methods that TRIS may employ to not become subject to the ''penny stock'' rules of the Securities and Exchange CommissionCAPITAL STRUCTUREISSUER392320FOR39232FOR TRISTAR ACQUISITION I CORP.G9074V106KYG9074V106807/18/2023The 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 special meeting, there are not sufficient votes to approve the Extension Amendment Proposal, the Trust Amendment Proposal and the NTA Requirement Amendment Proposal.CORPORATE GOVERNANCEISSUER392320FOR39232FOR TRISTAR ACQUISITION I CORP.G9074V114KYG9074V114207/18/2023The Extension Amendment Proposal - To approve as special resolutions, an amendment to TRIS's Amended and Restated Articles of Association (as may be amended from time to time, together, the ''Articles of Association'') as provided by the special resolutions under ''Extension Amendment Proposal'' in the form set forth on Annex A to the accompanying proxy statement, allowing TRIS to extend period of time to complete an initial business combination from July 18, 2023 to October 18, 2023 and to allow the Company, without another shareholder vote, to elect to further extend the period of time to consummate the initial business combination on a month-to-month basis until October 18, 2024.CORPORATE GOVERNANCEISSUER00 TRISTAR ACQUISITION I CORP.G9074V114KYG9074V114207/18/2023The Trust Amendment Proposal - To approve an amendment to the Company's Investment Management Trust Agreement, dated October 13, 2021, by and between TRIS and Continental Stock Transfer & Trust Company, allowing TRIS to extend period of time to complete an initial business combination from July 18, 2023 to October 18, 2023 and to allow the Company, without another shareholder vote, to elect to further extend the period of time to consummate the initial business combination on a month-to-month basis until October 18, 2024.CORPORATE GOVERNANCEISSUER00 TRISTAR ACQUISITION I CORP.G9074V114KYG9074V114207/18/2023The NTA Requirement Amendment Proposal - To approve as special resolutions, an amendment to the Articles of Association as provided by the special resolutions under ''NTA Requirement Amendment Proposal'' in the form set forth on Annex A to the accompanying proxy statement, to expand the methods that TRIS may employ to not become subject to the ''penny stock'' rules of the Securities and Exchange CommissionCAPITAL STRUCTUREISSUER00 TRISTAR ACQUISITION I CORP.G9074V114KYG9074V114207/18/2023The 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 special meeting, there are not sufficient votes to approve the Extension Amendment Proposal, the Trust Amendment Proposal and the NTA Requirement Amendment Proposal.CORPORATE GOVERNANCEISSUER00 TRUGOLF HOLDINGS, INC.243733102US243733102603/11/2024Nasdaq Proposal. To approve, for purposes of complying with Nasdaq Listing Rule 5635(d), our issuance of all of the shares of our Class A common stock upon conversion of the PIPE Convertible Notes (defined herein) and upon exercise of the PIPE Warrants (defined herein), without regard to any limitations on conversion or exercise set forth in the PIPE Convertible Notes or PIPE Warrants, respectively, and assuming all Additional Notes (defined herein) have been issued and all adjustments with respect to such issuances shall have been made to the PIPE Convertible Notes and PIPE Warrants, as applicable ( collectively, the "Nasdaq Proposal").CAPITAL STRUCTUREISSUER28600FOR2860FOR TRUGOLF HOLDINGS, INC.243733102US243733102603/11/2024Adjournment Proposal. To approve an adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the Nasdaq Proposal ( the "Adjournment Proposal").CORPORATE GOVERNANCEISSUER28600FOR2860FOR VAHANNA TECH EDGE ACQUSITION I CORP.G9320Z109VGG9320Z109908/22/2023Approval 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 extensionsCORPORATE GOVERNANCEISSUER311960FOR31196FOR VAHANNA TECH EDGE ACQUSITION I CORP.G9320Z109VGG9320Z109908/22/2023Approval 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 $225,000CORPORATE GOVERNANCEISSUER311960FOR31196FOR VAHANNA TECH EDGE ACQUSITION I CORP.G9320Z109VGG9320Z109908/22/2023APPROVAL 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 GOVERNANCEISSUER311960FOR31196FOR VAHANNA TECH EDGE ACQUSITION I CORP.G9320Z117VGG9320Z117208/22/2023Approval 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 extensionsCORPORATE GOVERNANCEISSUER00 VAHANNA TECH EDGE ACQUSITION I CORP.G9320Z117VGG9320Z117208/22/2023Approval 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 $225,000CORPORATE GOVERNANCEISSUER00 VAHANNA TECH EDGE ACQUSITION I CORP.G9320Z117VGG9320Z117208/22/2023APPROVAL 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 GOVERNANCEISSUER00 VAHANNA TECH EDGE ACQUSITION I CORP.G9320Z109VGG9320Z109908/25/2023Business Combination Proposal - to consider and vote upon a proposal to approve the transactions contemplated under the Agreement and Plan of Merger, dated as of February 10, 2023, (as amended on June 29, 2023, 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, (the "merger"), a copy of which is attached to the proxy statement/prospectus as Annex A.EXTRAORDINARY TRANSACTIONSISSUER311960FOR31196FOR VAHANNA TECH EDGE ACQUSITION I CORP.G9320Z109VGG9320Z109908/25/2023The Charter Proposal - to consider and vote upon a proposal to adopt the Amended and Restated Memorandum and Articles of Association of Vahanna (the "Proposed Charter"), which will replace Vahanna's memorandum and articles of understanding currently registered by the Registrar of Corporate Affairs in the British Virgin Islands (the "Existing Charter"). A copy of the Proposed Charter is attached to the proxy statement/prospectus as Annex B.CORPORATE GOVERNANCEISSUER311960FOR31196FOR VAHANNA TECH EDGE ACQUSITION I CORP.G9320Z109VGG9320Z109908/25/2023The Governance Proposal - to approve and adopt, on a non-binding advisory basis, certain differences, in the governance provisions set forth in the Proposed Charter, as compared to the company's Existing Charter, which are being presented in accordance with the requirements of the U.S. Securities and Exchange Commission (the "SEC") as: Elimination of Class B Ordinary Shares - to eliminate Class B ordinary shares and any rights of holders thereof.CORPORATE GOVERNANCEISSUER311960FOR31196FOR VAHANNA TECH EDGE ACQUSITION I CORP.G9320Z109VGG9320Z109908/25/2023The Governance Proposal - to approve and adopt, on a non-binding advisory basis, certain differences, in the governance provisions set forth in the Proposed Charter, as compared to the company's Existing Charter, which are being presented in accordance with the requirements of the U.S. Securities and Exchange Commission (the "SEC") as: Ability to Bring Matters for Discussion Before a General Meeting - to authorize that New Roadzen may, but shall not be obliged to, in each year hold ...(due to space limits, see proxy material for full proposal).CORPORATE GOVERNANCEISSUER311960FOR31196FOR VAHANNA TECH EDGE ACQUSITION I CORP.G9320Z109VGG9320Z109908/25/2023The Governance Proposal - to approve and adopt, on a non-binding advisory basis, certain differences, in the governance provisions set forth in the Proposed Charter, as compared to the company's Existing Charter, which are being presented in accordance with the requirements of the U.S. Securities and Exchange Commission (the "SEC") as: Removal of Directors - to authorize that a director may be removed only for cause and by either i) a resolution of all New Roadzen directors (except for ...(due to space limits, see proxy material for full proposal).CORPORATE GOVERNANCEISSUER311960FOR31196FOR VAHANNA TECH EDGE ACQUSITION I CORP.G9320Z109VGG9320Z109908/25/2023The Governance Proposal - to approve and adopt, on a non-binding advisory basis, certain differences, in the governance provisions set forth in the Proposed Charter, as compared to the company's Existing Charter, which are being presented in accordance with the requirements of the U.S. Securities and Exchange Commission (the "SEC") as: Quorum - to authorize that no business shall be transacted at any general meeting unless a quorum is present. The holders of fifty percent (50%) of the New ...(due to space limits, see proxy material for full proposal).CORPORATE GOVERNANCEISSUER311960FOR31196FOR VAHANNA TECH EDGE ACQUSITION I CORP.G9320Z109VGG9320Z109908/25/2023The Domestication Proposal - to consider and vote upon a proposal to adopt the certificate of incorporation, a copy of which is attached to the proxy statement/prospectus as Annex I (the "Interim Charter"), which will replace or remove certain provisions of the Existing Charter, which are no longer valid or otherwise applicable as a result of the Domestication (but without substantively changing such ongoing rights) and file the same with the Secretary of State of the State of Delaware ...(due to space limits, see proxy material for full proposal).CORPORATE GOVERNANCEISSUER311960FOR31196FOR VAHANNA TECH EDGE ACQUSITION I CORP.G9320Z109VGG9320Z109908/25/2023The Delaware Charter Proposal - to consider and vote upon a proposal to adopt the proposed amended and restated certificate of incorporation of Vahanna, a copy of which is attached to the proxy statement/prospectus as Annex J (the "Proposed Delaware Charter"). Pursuant to the terms and conditions of the merger agreement, the Delaware Charter Proposal will only be presented and voted upon in the event that elections to redeem Class A Ordinary Shares in connection with the Extraordinary General ...(due to space limits, see proxy material for full proposal).CORPORATE GOVERNANCEISSUER311960FOR31196FOR VAHANNA TECH EDGE ACQUSITION I CORP.G9320Z109VGG9320Z109908/25/2023The Delaware Governance Proposal - to approve and adopt, on a non-binding advisory basis, certain differences, in the governance provisions set forth in the Interim Charter, Proposed Delaware Charter and Proposed Bylaws, copies of which are attached to the proxy statement/prospectus as Annex I, Annex J and Annex K, respectively, which are being presented in accordance with the requirements of the SEC as: Elimination of Class A and Class B Shares - to authorize one single class of common stock.CORPORATE GOVERNANCEISSUER311960FOR31196FOR VAHANNA TECH EDGE ACQUSITION I CORP.G9320Z109VGG9320Z109908/25/2023The Delaware Governance Proposal - to approve and adopt, on a non-binding advisory basis, certain differences, in the governance provisions set forth in the Interim Charter, Proposed Delaware Charter and Proposed Bylaws, copies of which are attached to the proxy statement/prospectus as Annex I, Annex J and Annex K, respectively, which are being presented in accordance with the requirements of the SEC as: Ability to Bring Matters for Discussion Before a General Meeting - to authorize ...(due to space limits, see proxy material for full proposal).CORPORATE GOVERNANCEISSUER311960FOR31196FOR VAHANNA TECH EDGE ACQUSITION I CORP.G9320Z109VGG9320Z109908/25/2023The Delaware Governance Proposal - to approve and adopt, on a non-binding advisory basis, certain differences, in the governance provisions set forth in the Interim Charter, Proposed Delaware Charter and Proposed Bylaws, copies of which are attached to the proxy statement/prospectus as Annex I, Annex J and Annex K, respectively, which are being presented in accordance with the requirements of the SEC as: Removal of Directors - to authorize that a director may be removed only for ...(due to space limits, see proxy material for full proposal).CORPORATE GOVERNANCEISSUER311960FOR31196FOR VAHANNA TECH EDGE ACQUSITION I CORP.G9320Z109VGG9320Z109908/25/2023The Delaware Governance Proposal - to approve and adopt, on a non-binding advisory basis, certain differences, in the governance provisions set forth in the Interim Charter, Proposed Delaware Charter and Proposed Bylaws, copies of which are attached to the proxy statement/prospectus as Annex I, Annex J and Annex K, respectively, which are being presented in accordance with the requirements of the SEC as: Quorum - to authorize that the stockholders representing at least 50% of New Roadzen's voting power will constitute a quorum.CORPORATE GOVERNANCEISSUER311960FOR31196FOR VAHANNA TECH EDGE ACQUSITION I CORP.G9320Z109VGG9320Z109908/25/2023The Nasdaq Proposal - to consider and vote upon a proposal to approve, for purposes of complying with Rule 5635(a), (b) and (d) of the Nasdaq Listing Rules, the issuance of (i) 68,300,000 New Roadzen ordinary shares in connection with the merger and (ii) 5,530,000 New Roadzen ordinary shares in connection with the PIPE investment.CAPITAL STRUCTUREISSUER311960FOR31196FOR VAHANNA TECH EDGE ACQUSITION I CORP.G9320Z109VGG9320Z109908/25/2023The Incentive Plan Proposal - to consider and vote upon a proposal to adopt the New Roadzen 2023 Equity Incentive Plan, a copy of which is attached to the proxy statement/prospectus as Annex F. The Incentive Plan Proposal is dependent on the approval of the Business Combination Proposal, the Charter Proposal and the Nasdaq Proposal. Therefore, if the Business Combination Proposal, the Charter Proposal and the Nasdaq Proposal are not approved, the Incentive Plan Proposal will have ...(due to space limits, see proxy material for full proposal).COMPENSATIONISSUER311960FOR31196FOR VAHANNA TECH EDGE ACQUSITION I CORP.G9320Z109VGG9320Z109908/25/2023The ESPP Proposal - to consider and vote upon a proposal to adopt the New Roadzen 2023 Employee Stock Purchase Plan, a copy of which is attached to the proxy statement/prospectus as Annex H. The ESPP Proposal is dependent on the approval of the Business Combination Proposal, the Charter Proposal and the Nasdaq Proposal. Therefore, if the Business Combination Proposal, the Charter Proposal and the Nasdaq Proposal are not approved, the ESPP Proposal will have no effect, even if approved by holders of Vahanna's ordinary shares.CAPITAL STRUCTUREISSUER311960FOR31196FOR VAHANNA TECH EDGE ACQUSITION I CORP.G9320Z109VGG9320Z109908/25/2023The Adjournment Proposal - to consider and vote upon a proposal to adopt the adjournment of the Extraordinary General 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 the company does not receive the requisite stockholder vote to approve the proposals. The Adjournment Proposal is not conditioned on the approval of any other proposal.OTHERADJOURNMENT PROPOSALISSUER311960FOR31196FOR VIRTUS TOTAL RETURN FUND INC.92835W107US92835W107106/03/2024Election of Trustee (Class I) Donald C. BurkeDIRECTOR ELECTIONSISSUER2679290FOR267929FOR VIRTUS TOTAL RETURN FUND INC.92835W107US92835W107106/03/2024Election of Trustee (Class I) Sarah E. CoganDIRECTOR ELECTIONSISSUER2679290FOR267929FOR VIRTUS TOTAL RETURN FUND INC.92835W107US92835W107106/03/2024Election of Trustee (Class I) Deborah A. DeCotisDIRECTOR ELECTIONSISSUER2679290FOR267929FOR VIRTUS TOTAL RETURN FUND INC.92835W107US92835W107106/03/2024Election of Trustee (Class I) Sidney E. HarrisDIRECTOR ELECTIONSISSUER2679290FOR267929FOR VOLATO GROUP INC.74349W112US74349W112806/20/2024Election of Directors: Nicholas CooperDIRECTOR ELECTIONSISSUER340720FOR34072FOR VOLATO GROUP INC.74349W112US74349W112806/20/2024Election of Directors: Matthew LiottaDIRECTOR ELECTIONSISSUER340720FOR34072FOR VOLATO GROUP INC.74349W112US74349W112806/20/2024Approve the Employee Stock Purchase PlanCAPITAL STRUCTUREISSUER340720FOR34072FOR VOLATO 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, 2024AUDIT-RELATEDISSUER340720FOR34072FOR WELSBACH TECHNOLOGY METALS ACQ CORP.950415109US950415109609/29/2023The Charter Amendment Proposal - a proposal to amend (the ''Charter Amendment'') Welsbach Technology Metals' amended and restated certificate of incorporation (the ''Charter'') to allow us to extend (the ''Extension'') the date by which we have to consummate a business combination (the ''Combination Period'') for up to an additional nine months, from September 30, 2023 (the date which is 24 months from the closing date of our initial public offering of our units (the ''IPO'')) to up to June 30, 2024CORPORATE GOVERNANCEISSUER667080FOR66708FOR WELSBACH TECHNOLOGY METALS ACQ CORP.950415109US950415109609/29/2023The Trust Amendment Proposal - a proposal to amend (the ''Trust Amendment'' and together with the Charter Amendment, the ''Extensions'') the Investment Management Trust Agreement, dated December 27, 2021, by and between Continental Stock Transfer & Trust Company and Welsbach Technology Metals (the ''Trust Agreement''), allowing us to extend the Combination Period for up to an additional nine months, from September 30, 2023 to up to June 30, 2024(the ''Amendment''), by depositing into the trust account the Extension Payment for each additional one month extension in exchange for an Extension Note;CORPORATE GOVERNANCEISSUER667080FOR66708FOR WELSBACH TECHNOLOGY METALS ACQ CORP.950415109US950415109609/29/2023The 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 the Charter Amendment Proposal and the Trust Amendment Proposal.CORPORATE GOVERNANCEISSUER667080FOR66708FOR WINVEST ACQUISITION CORP.97655B109US97655B109811/30/2023The Extension Amendment Proposal - To amend WinVest's amended and restated certificate of incorporation to (a) extend the date by which WinVest must consummate a Business Combination from December 17, 2023 to January 17, 2024, and (b) allow the Company, without another stockholder vote, to elect to extend the deadline to consummate a business combination on a monthly basis for up to five times by an additional one month (or such shorter period as may be requested) each time after January 17, 2024, by resolution of the board of directors, if requested by WinVest SPAC LLC, and upon five days' advance notice prior to the applicable deadline, until June 17, 2024, or a total of up to six months after December 17, 2023, unless the closing of WinVest's Business Combination shall have occurred. A copy of the proposed amendment is set forth in Annex A to the accompanying proxy statementCORPORATE GOVERNANCEISSUER527420FOR52742FOR WINVEST ACQUISITION CORP.97655B109US97655B109811/30/2023The Trust Amendment Proposal - To amend the Company's Investment Management Trust Agreement, dated September 14, 2021, by and between the Company and Continental Stock Transfer & Trust Company (the "Trustee"), as amended, to extend the date on which the Trustee must liquidate the trust account established by the Company in connection with its initial public offering from December 17, 2023 to January 17, 2024, and to allow the Company, without another stockholder vote, to elect to further extend such date on a monthly basis for up to five times from January 17, 2024 to June 17, 2024. A copy of the proposed amendment is set forth in Annex B to the accompanying proxy statementCORPORATE GOVERNANCEISSUER527420FOR52742FOR WINVEST ACQUISITION CORP.97655B109US97655B109811/30/2023The 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 common stock, par value $0.0001 per share, of WinVest represented (either in person (including 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 and the Trust Amendment ProposalCORPORATE GOVERNANCEISSUER527420FOR52742FOR WINVEST ACQUISITION CORP.97655B109US97655B109806/03/2024The Extension Amendment Proposal - To amend WinVest's amended and restated certificate of incorporation to (a) extend the date by which WinVest must consummate a Business Combination from June 17, 2024 to July 17, 2024, and (b) allow the Company, without another stockholder vote, to elect to extend the deadline to consummate a business combination on a monthly basis for up to five times by an additional one month (or such shorter period as may be requested) each time after July 17, 2024, by resolution of the board of directors, if requested by WinVest SPAC LLC, and upon five days' advance notice prior to the applicable deadline, until December 17, 2024, or a total of up to six months after June 17, 2024, unless the closing of WinVest's Business Combination shall have occurred. A copy of the proposed amendment is set forth in Annex A to the accompanying proxy statementCORPORATE GOVERNANCEISSUER527420FOR52742FOR WINVEST ACQUISITION CORP.97655B109US97655B109806/03/2024The Trust Amendment Proposal - To amend the Company's Investment Management Trust Agreement, dated September 14, 2021, by and between the Company and Continental Stock Transfer & Trust Company (the "Trustee"), as amended, to extend the date on which the Trustee must liquidate the trust account established by the Company in connection with its initial public offering from June 17, 2024 to July 17, 2024, and to allow the Company, without another stockholder vote, to elect to further extend such date on a monthly basis for up to five times from July 17, 2024 to December 17, 2024. A copy of the proposed amendment is set forth in Annex B to the accompanying proxy statementCORPORATE GOVERNANCEISSUER527420FOR52742FOR WINVEST ACQUISITION CORP.97655B109US97655B109806/03/2024The 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 common stock, par value $0.0001 per share, of WinVest represented (either in person (including 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 and the Trust Amendment ProposalCORPORATE GOVERNANCEISSUER527420FOR52742FOR WORLDWIDE WEBB ACQUISITION CORP.G97775111KYG97775111710/16/2023Extension Amendment Proposal - 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, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, (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 Company's Class A ordinary shares sold in the Company's initial public offering that was consummated on October 22, 2021, from 24 months from the closing of our IPO to 25 months from the closing of our IPO or such earlier date as is determined by our Board of Directors (the "Board") to be in the best interests of the Company, and to allow the Company, without another shareholder vote, by resolution of our Board, to elect to further extend the Extended Date in one-month increments up to five additional times (with each such extension being upon five days' advance notice in writing), for a total of up to 30 months from the closing of our IPO, unless the closing of a business combination shall have occurred prior theretoCORPORATE GOVERNANCEISSUER00 WORLDWIDE WEBB ACQUISITION CORP.G97775111KYG97775111710/16/2023Trust Amendment Proposal - Approve as a special resolution, the amendment of the Company's investment management trust agreement (the "Trust Agreement"), dated October 22, 2021, by and between the Company 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 the IPO if the Company has not completed its initial business combination, from 24 months from the closing of our IPO to 25 months from the closing of our IPO or such earlier date as is determined by our Board of Directors (the "Board") to be in the best interests of the Company, and to allow the Company, without another shareholder vote, by resolution of our Board, to elect to further extend the Extended Date in one-month increments up to five additional times (with each such extension being upon five days' advance notice in writing), for a total of up to 30 months from the closing of our IPO, unless the closing of a business combination shall have occurred prior theretoCORPORATE GOVERNANCEISSUER00 WORLDWIDE WEBB ACQUISITION CORP.G97775111KYG97775111710/16/2023Adjournment Proposal: 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 in the event that there are insufficient votes for, or otherwise in connection with, the approval of any of the foregoing proposals.CORPORATE GOVERNANCEISSUER00 WORLDWIDE WEBB ACQUISITION CORP.G97775111KYG97775111711/02/2023Business Combination Proposal - A proposal by ordinary resolution to approve the Business Combination Agreement, dated as of March 11, 2023 (as amended June 30, 2023 and as it may be further amended and supplemented from time to time, the "Business Combination Agreement"), by and among Worldwide Webb Acquisition Sponsor, LLC, a Cayman Islands limited liability company ("WWAC"), WWAC Amalgamation Sub Pte. Ltd., a Singapore private company limited by shares and a direct wholly owned ...(due to space limits, see proxy material for full proposal).EXTRAORDINARY TRANSACTIONSISSUER00 WORLDWIDE WEBB ACQUISITION CORP.G97775111KYG97775111711/02/2023Charter Proposal - A proposal by special resolution, with effect from the Closing Date (as defined in the Proxy Statement), of the amendment and restatement of the current amended and restated memorandum and articles of association of WWAC (the "Existing Memorandum and Articles of Association") in their entirety by the proposed memorandum and articles of association of WWAC (the "Proposed Memorandum and Articles of Association") in connection with the Business Combination.CORPORATE GOVERNANCEISSUER00 WORLDWIDE WEBB ACQUISITION CORP.G97775111KYG97775111711/02/2023Governing Documents Proposal A - An amendment to change the authorized capital stock of WWAC from (i) 500,000,000 Class A ordinary shares, par value $0.0001 per share, (ii) 50,000,000 Class B ordinary shares, par value $0.0001 per share and (iii) 5,000,000 preference shares, par value $0.0001 per share, to (i) 500,000,000 Class A ordinary shares, par value $0.0001 per share, (ii) 1 ATI Class V ordinary share, par value $0.0001 per share, and (iii) 5,000,000 preference shares, par value $0.0001 per share.CAPITAL STRUCTUREISSUER00 WORLDWIDE WEBB ACQUISITION CORP.G97775111KYG97775111711/02/2023Governing Documents Proposal B - An amendment to provide that every member present will have one vote for every share of which he is the holder, provided that (x) the ATI Class V ordinary share will have a number of votes representing 26.0% of all votes attached to the total issued and outstanding Class A ordinary shares and the ATI Class V ordinary share (subject to a proportionate reduction in voting power in connection with the exchange by the Sole Shareholder of AARK prior to the Business ...(due to space limits, see proxy material for full proposal).CAPITAL STRUCTUREISSUER00 WORLDWIDE WEBB ACQUISITION CORP.G97775111KYG97775111711/02/2023Governing Documents Proposal C - Certain other changes in connection with the replacement of the Existing Memorandum and Articles of Association with the Proposed Memorandum and Articles of Association as part of the Business Combination, including (i) changing the post-Business Combination corporate name from "Worldwide Webb Acquisition Corp." to "Aeries Technology, Inc.", (ii) making ATI's corporate existence perpetual, and (iii) removing certain provisions related to our ...(due to space limits, see proxy material for full proposal).CORPORATE GOVERNANCEISSUER00 WORLDWIDE WEBB ACQUISITION CORP.G97775111KYG97775111711/02/2023The Nasdaq Proposal - A proposal by ordinary resolution to approve, for the purposes of complying with Nasdaq Listing Rule 5635(a), (b) and (d), the issuance of ATI Class A ordinary shares and the ATI Class V ordinary share in connection with the Business Combination and the issuance of 1,033,058 ATI Class A ordinary shares to a certain accredited investor for aggregate gross proceeds of $5,000,000.CAPITAL STRUCTUREISSUER00 WORLDWIDE WEBB ACQUISITION CORP.G97775111KYG97775111711/02/2023Equity Incentive Plan Proposal - A proposal by ordinary resolution of the ATI 2023 Equity Incentive Plan.COMPENSATIONISSUER00 WORLDWIDE WEBB ACQUISITION CORP.G97775111KYG97775111711/02/2023DIRECTOR: Sudhir A. PanikasseryDIRECTOR ELECTIONSISSUER00 WORLDWIDE WEBB ACQUISITION CORP.G97775111KYG97775111711/02/2023DIRECTOR: Daniel S. WebbDIRECTOR ELECTIONSISSUER00 WORLDWIDE WEBB ACQUISITION CORP.G97775111KYG97775111711/02/2023DIRECTOR: Venu Raman KumarDIRECTOR ELECTIONSISSUER00 WORLDWIDE WEBB ACQUISITION CORP.G97775111KYG97775111711/02/2023DIRECTOR: Alok KochharDIRECTOR ELECTIONSISSUER00 WORLDWIDE WEBB ACQUISITION CORP.G97775111KYG97775111711/02/2023DIRECTOR: Biswajit DasguptaDIRECTOR ELECTIONSISSUER00 WORLDWIDE WEBB ACQUISITION CORP.G97775111KYG97775111711/02/2023DIRECTOR: Nina B. ShapiroDIRECTOR ELECTIONSISSUER00 WORLDWIDE WEBB ACQUISITION CORP.G97775111KYG97775111711/02/2023DIRECTOR: Ramesh VenkataramanDIRECTOR ELECTIONSISSUER00 WORLDWIDE WEBB ACQUISITION CORP.G97775111KYG97775111711/02/2023Adjournment Proposal - A proposal by ordinary resolution to approve the adjournment of the annual 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 is provided to WWAC shareholders or, if as of the time for which the annual general meeting is scheduled, there are insufficient WWAC ordinary shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the ...(due to space limits, see proxy material for full proposal).CORPORATE GOVERNANCEISSUER00 XAI OCTAGON FUNDS98400T205US98400T205001/24/2024To approve a new investment sub-advisory agreement among the Trust, XA Investments LLC and Octagon Credit Investors, LLCINVESTMENT COMPANY MATTERSISSUER336990FOR31007FORAGAINST1552AGAINSTABSTAIN1140AGAINST XAI OCTAGON FUNDS98400T205US98400T205001/24/2024To approve an amendment to the Trust's Agreement and Declaration of Trust (''Declaration of Trust'') to cause the Trust to become a perpetual fund by eliminating the requirement that it terminate operations on or about December 31, 2029, unless extended as permitted by the Declaration of TrustINVESTMENT COMPANY MATTERSISSUER336990FOR24894FORAGAINST3582AGAINSTABSTAIN5223AGAINST XAI OCTAGON FUNDS98400T205US98400T205005/21/2024Election of Class I Trustee to be elected by the holders of Common Shares and Preferred Shares, voting together as a single class, to serve until the Trust's 2027 annual meeting of shareholders or until his successor shall have been elected and qualified and Election of Class I Trustee to be elected by the holders of Preferred Shares, voting as a separate class, to serve until the Trust's 2027 annual meeting of shareholders or until her successor shall have been elected and qualified Theodore J. BrombachDIRECTOR ELECTIONSISSUER336990FOR17555FORAGAINST15838AGAINSTABSTAIN307AGAINST XAI OCTAGON FUNDS98400T205US98400T205005/21/2024Election of Class I Trustee to be elected by the holders of Common Shares and Preferred Shares, voting together as a single class, to serve until the Trust's 2027 annual meeting of shareholders or until his successor shall have been elected and qualified and Election of Class I Trustee to be elected by the holders of Preferred Shares, voting as a separate class, to serve until the Trust's 2027 annual meeting of shareholders or until her successor shall have been elected and qualified Danielle CuppsDIRECTOR ELECTIONSISSUER336990FOR28005FORAGAINST5405AGAINSTABSTAIN289AGAINST YOTTA ACQUISITION CORP98741Y103US98741Y103809/22/2023Extension Amendment - Approval of a second amendment to the company's amended and restated certificate of incorporation to extend the date by which the company has to consummate a business combination from september 22, 2023 to august 22, 2024 .CORPORATE GOVERNANCEISSUER603410FOR60341FOR YOTTA ACQUISITION CORP98741Y103US98741Y103809/22/2023Trust amendment - Approval of an amendment to the company's investment management trust agreement, dated as of april 19, 2022, as amended on april 19, 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 under the trust agreement shall be extended from september 22, 2023 to august 22, 2024, without depositing any additional funds into the trust account for such extensioACORPORATE GOVERNANCEISSUER603410FOR60341FOR YOTTA ACQUISITION CORP98741Y103US98741Y103809/22/2023NTA amendment - Approval of a second amendment to the company's amended and restated certificate of incorporation to amend article sixth, section 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 amendedCAPITAL STRUCTUREISSUER603410FOR60341FOR YOTTA ACQUISITION CORP98741Y103US98741Y103809/22/2023ADJOURNMENT - APPROVAL 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 MEETING, THERE ARE NOT SUFFICIENT VOTES TO APPROVE PROPOSAL 1 AND PROPOSAL 2.CORPORATE GOVERNANCEISSUER603410FOR60341FOR