SEC Form PRER14A filed by Roth CH Acquisition Co.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Schedule 14A

Information Required in Proxy Statement

Schedule 14A Information

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

Roth CH Acquisition Co.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Roth CH Acquisition Co.
2340 Collins Avenue, Suite 402
Miami Beach, FL 33141

(949) 720-7133

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING AND SEPARATE CLASS

MEETING OF HOLDERS OF CLASS A ORDINARY SHARES

OF

ROTH CH ACQUISITION CO.

Dear Shareholders of Roth CH Acquisition Co.:

You are cordially invited to attend (in person or by proxy) the extraordinary general meeting and the separate class meeting of holders of Class A ordinary shares (as applicable) of Roth CH Acquisition Co., a Cayman Islands exempted company (the “Company”, “we”, “us” or “our”), to be held on March __, 2024 at 9:30 a.m. or 10:00 a.m., Eastern time (as applicable), at the offices of Loeb & Loeb LLP, located at 345 Park Avenue, New York, New York 10185 (the “general meeting” or the “class meeting” (as applicable)), or at such other time, on such other date and at such other place to which the general meeting or the class meeting (as applicable) may be postponed or adjourned, and the general meeting or the class meeting (as applicable) will be available to attend via teleconference. For the purposes of the articles of association of the Company, the physical place of the general meeting or the class meeting (as applicable) will be the offices of Loeb & Loeb LLP located at 345 Park Avenue, New York, New York 10185. You will also be able to attend, vote, and submit your questions during the general meeting or the class meeting (as applicable) via teleconference using the following dial-in information:

Telephone access:
Within the U.S.:

(toll-free)
International numbers available:
Meeting ID:

Shareholders are encouraged to attend the general meeting or the class meeting (as applicable) via teleconference and will be afforded the same rights and opportunities to vote, ask questions and participate as they would at an in-person meeting. The accompanying proxy statement is dated March __, 2024, and is first being mailed to shareholders of the Company on or about March __, 2024.

Even if you are planning on attending the general meeting or the class meeting (as applicable) telephonically, please promptly submit your proxy vote by completing, dating, signing and returning the enclosed proxy. It is strongly recommended that you complete and return your proxy card before the general meeting or the class meeting (as applicable) date to ensure that your shares will be represented at the general meeting or the class meeting (as applicable). Instructions on how to vote your shares are in the accompanying proxy statement and the other proxy materials you received for the general meeting or the class meeting (as applicable).

The general meeting is being held to consider and vote upon the following proposals:

The class meeting is being held to consider and vote upon the following proposal:

Each of the proposals is more fully described in the accompanying proxy statement, which you are encouraged to read carefully.

The purpose of the Amendment Proposal is to remove the provisions contained in the Articles of Association that are applicable to special purpose acquisition companies (“SPACs”), including the requirement to redeem and cancel 100% of the Company’s public shares following distribution of the funds held in the Company’s trust account (the “Trust Account”) established in connection with the initial public offering (“IPO”). We are instead proposing to revise the provisions to allow shareholders of the Company to obtain their pro rata distribution of funds held in the Trust Account and also retain ten (10%) percent of their shares upon liquidation of the Trust Account. The Company intends to liquidate the Trust Account despite the fact that it is not required to do so until October 29, 2024. The Company has been unable as a SPAC to consummate an initial business combination as originally described in the Articles of Association and now intends to continue its corporate existence in an effort to ultimately acquire a business or entity. The Company believes that it will be more successful in acquiring a target company if it ceases to be a SPAC. The Company’s board of directors and management has determined that it would be in the best interest of shareholders to approve the Amendment so as to permit holders to receive their pro rata share of the Trust Account as currently provided and to allow holders to continue to retain ten (10%) of their shares after liquidation of the trust account in order to allow the shareholders participate in a transaction that the Company may potentially enter into in the future. Allowing holders of Public Shares to retain a portion their shares following the distribution is also expected to allow the Company to continue to trade on the OTC until such time as it consummates an acquisition or transaction. The purpose of the Adjournment Proposal is to allow the Company to adjourn the general meeting to a later date or dates if we determine that more time is necessary to effectuate the Amendment.

The purpose of the Variation of Rights Proposal is obtain the separate class consent of the holders of the Company’s Class A ordinary shares to consent to and approve the variation to the rights of the Company’s Class A ordinary shares as contemplated by the amendments to the Articles of Association as set out in Proposal No. 1. The holders of the Company’s Class B ordinary shares have separately consented in writing to the variation to the rights of the Company’s Class B ordinary shares as contemplated by the amendments to the Articles of Association as set out in Proposal No. 1 as permitted by the Company’s amended and restated memorandum and articles of association.

Approval of the Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of at least two-thirds (2/3) of the issued and outstanding ordinary shares entitled to vote and who, being present in person or represented by proxy at the general meeting or any adjournment(s) or postponement(s) thereof, vote on such matter. As of the date of this proxy statement, our directors and executive officers have indicated their intention to vote in favor of each of the proposals being presented to shareholders at the general meeting. The ordinary shares held by the directors and executive officers represent approximately 47.0% of the Company’s outstanding ordinary shares. Nevertheless, management of the Company may determine for business reasons in its sole discretion not to proceed with the Amendment even if the Amendment Proposal passes at the general meeting.

Approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the issued and outstanding ordinary shares entitled to vote and who, being present in person or represented by proxy at the general meeting or any adjournment(s) or postponement(s) thereof, vote on such matter.

Approval of the Variation of Rights Proposal requires, under Cayman Islands law, the affirmative vote of the holders of a majority of not less than two thirds of the votes cast at the class meeting by the holders of the Company’s Class A ordinary shares and who, being present in person or represented by proxy at the class meeting or any adjournment(s) or postponement(s) thereof, vote on such matter.

The Company reserves the right at any time to cancel the general meeting or the class meeting (as applicable) (by means of adjourning the general meeting or the class meeting (as applicable) sine die) and not to submit to its shareholders any of the proposals.

In the event that the proposals are adopted, the Company plans to liquidate the Trust Account and distribute the sums to the shareholders of the Company regardless of whether shareholders elect to redeem their shares. In addition, regardless of whether a shareholder elects to redeem its shares, the Company will allow shareholders to retain ten (10%) percent of its shares upon liquidation of the Trust Account

THE COMPANY’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE PROPOSALS.

The board has fixed the close of business on March __, 2024, as the record date for the general meeting or the class meeting (as applicable) (the “record date”). Only shareholders of record on March __, 2024 are entitled to notice of and to vote at the general meeting or the class meeting (as applicable) or any adjournment(s) or postponement(s) thereof. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement.

All of our shareholders are cordially invited to attend, vote, and submit your questions during the general meeting at the offices of Loeb & Loeb LLP, located at 345 Park Avenue, New York, New York 10185 or via teleconference, using the following dial-in information:

Telephone access:
Within the U.S.:
(toll-free)

International numbers available:
Meeting ID:

All of our Class A ordinary shareholders are cordially invited to attend, vote, and submit your questions during the class meeting at the offices of Loeb & Loeb LLP, located at 345 Park Avenue, New York, New York 10185 or via teleconference, using the above dial-in information.

To ensure your representation at the general meeting or the class meeting (as applicable), however, you are urged to complete, sign, date and return your proxy card as soon as possible. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares. You may revoke your proxy card at any time prior to the general meeting or the class meeting (as applicable).

A shareholder’s failure to vote in person or by proxy will not be counted towards the number of ordinary shares required to validly establish a quorum. Abstentions and broker non-votes will be counted in connection with the determination of whether a valid quorum is established but will have no effect on any of the proposals. We believe that each of the proposals is a “non-discretionary” matter, and therefore, there will not be any broker non-votes at the general meeting or the class meeting (as applicable).

YOUR VOTE IS IMPORTANT. Please sign, date and return your proxy card as soon as possible. You are requested to carefully read the proxy statement and accompanying Notice of the Extraordinary General Meeting for a more complete statement of matters to be considered at the general meeting or the class meeting (as applicable).

If you have any questions or need assistance voting your ordinary shares, please contact Advantage Proxy, our proxy solicitor, by calling 877-870-8565, or banks and brokers can call collect at 206-870-8565, or by emailing [email protected].

On behalf of the board, we would like to thank you for your support of Roth CH Acquisition Co..

By Order of the Board,

If you return your proxy card signed and without an indication of how you wish to vote, your shares will be voted “FOR” each of the proposals.

IMPORTANT

Whether or not you expect to attend the general meeting or the class meeting (as applicable), you are respectfully requested by the board of the Company to sign, date and return the enclosed proxy promptly, or follow the instructions contained in the proxy card or voting instructions provided by your broker. If you grant a proxy, you may revoke it at any time prior to the general meeting or the class meeting (as applicable).

This proxy statement is first being mailed to our shareholders
with the form of proxy on or about March __, 2024.

ROTH CH ACQUISITION CO.
2340 Collins Avenue, Suite 402
Miami Beach, FL 33141

(949) 720-7133

NOTICE OF THE EXTRAORDINARY GENERAL MEETING AND SEPARATE CLASS

MEETING OF HOLDERS OF CLASS A ORDINARY SHARES

TO BE HELD ON MARCH __, 2024

Dear Shareholders of Roth CH Acquisition Co.:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting and the separate class meeting of holders of Class A ordinary shares (as applicable) of Roth CH Acquisition Co., a Cayman Islands exempted company (the “Company”, “we”, “us” or “our”), will be held on March __, 2024 at 9:30 a.m. or 10:00 a.m., Eastern time (as applicable), at the offices of Loeb & Loeb LLP, located at 345 Park Avenue, New York, New York 10185 (the “general meeting” or the “class meeting” (as applicable)), or at such other time, on such other date and at such other place to which the general meeting or the class meeting (as applicable) may be postponed or adjourned, and the general meeting or the class meeting (as applicable) will be available to attend via teleconference. For the purposes of the articles of association of the Company, the physical place of the general meeting or the class meeting (as applicable) will be the offices of Loeb & Loeb LLP located at 345 Park Avenue, New York, New York 10185. You will also be able to attend, vote, and submit your questions during the general meeting or the class meeting (as applicable) via teleconference using the following dial-in information:

Telephone access:
Within the U.S. and Canada:
(toll-free)

International numbers available:
Meeting ID:

Shareholders are encouraged to attend the general meeting or the class meeting (as applicable) via teleconference and will be afforded the same rights and opportunities to vote, ask questions and participate as they would at an in-person meeting.

The general meeting is being held to consider and vote upon the following proposals:

The class meeting is being held to consider and vote upon the following proposal:

The above matters are more fully described in the accompanying proxy statement. We urge you to read carefully the accompanying proxy statement in its entirety.

The purpose of the Amendment Proposal is to remove the provisions contained in the Articles of Association that are applicable to special purpose acquisition companies (“SPACs”), including the requirement to redeem and cancel 100% of the Company’s public shares following distribution of the funds held in the Company’s trust account established in connection with the initial public offering (“IPO”). We are instead revising the provisions to allow shareholders of the Company to obtain their pro rata distribution of funds held in the Trust Account and also retain ten (10%) percent of their shares upon liquidation of the Trust Account. The Company intends to liquidate the Trust Account despite the fact that it is not required to do so until October 29, 2024. The Company has been unable as a SPAC to consummate an initial business combination as originally described in the Articles of Association and now intends to continue its corporate existence in an effort to ultimately acquire a business or entity. The Company believes that it will be more successful in acquiring a target company if it ceases to be a SPAC. The Company’s board of directors and management has determined that it would be in the best interest of shareholders to approve the Amendment to allow holders to continue to retain ten (10%) of their shares after liquidation of the trust account in order to allow the shareholders participate in a transaction that the Company may potentially enter into in the future. Allowing holders of Public Shares to retain a portion their shares following the distribution is also expected to allow the Company to continue to trade on the OTC until such time as it consummates an acquisition or transaction. The purpose of the Adjournment Proposal is to allow the Company to adjourn the general meeting to a later date or dates if we determine that more time is necessary to effectuate the Amendment.

The purpose of the Variation of Rights Proposal is obtain the separate class consent of the holders of the Company’s Class A ordinary shares to consent to and approve the variation to the rights of the Company’s Class A ordinary shares as contemplated by the amendments to the Articles of Association as set out in Proposal No. 1. The holders of the Company’s Class B ordinary shares have separately consented in writing to the variation to the rights of the Company’s Class B ordinary shares as contemplated by the amendments to the Articles of Association as set out in Proposal No. 1 as permitted by the Company’s amended and restated memorandum and articles of association.

Approval of the Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of at least two-thirds (2/3) of the issued and outstanding ordinary shares entitled to vote and who, being present in person or represented by proxy at the general meeting or any adjournment(s) or postponement(s) thereof, vote on such matter. As of the date of this proxy statement, our directors and executive officers have indicated their intention to vote in favor of each of the proposals being presented to shareholders at the general meeting. The ordinary shares held by the directors and executive officers represent approximately 47.0% of the Company’s outstanding ordinary shares. Nevertheless, management of the Company may determine for business reasons in its sole discretion not to proceed with the Amendment even if the Amendment Proposal passes at the general meeting.

Approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the issued and outstanding ordinary shares entitled to vote and who, being present in person or represented by proxy at the general meeting or any adjournment(s) or postponement(s) thereof, vote on such matter.

Approval of the Variation of Rights Proposal requires, under Cayman Islands law, the affirmative vote of the holders of a majority of not less than two thirds of the votes cast at the class meeting by the holders of the Company’s Class A ordinary shares and who, being present in person or represented by proxy at the class meeting or any adjournment(s) or postponement(s) thereof, vote on such matter.

Only shareholders of record of the Company as of the close of business on March __, 2024 (the “record date”) are entitled to notice of, and to vote at, the general meeting or the class meeting (as applicable) or any adjournment(s) or postponement(s) thereof. Each ordinary share entitles the holder thereof to one vote. On the record date, there were 7,869,236 ordinary shares issued and outstanding, including (i) 7,794,236 Class A ordinary shares and (ii) 75,000 Class B ordinary shares. The Company’s warrants do not have voting rights in connection with the proposals.

If the Amendment Proposal is approved and the Amendment is implemented, the Company will amend and restate the Articles of Association to remove all the provisions contained therein that are applicable to special purpose acquisition companies, and will amend the requirement to cancel the Company’s Public Shares following distribution of the funds held in the Company’s trust account established in connection with the IPO in order to allow shareholders to retain ten (10%) percent of the Public Shares after the distribution of the funds in the Company’s trust account. Accordingly, ten (10%) percent of the Public Shares will remain outstanding following distribution of the funds held in the trust account.

YOUR VOTE IS IMPORTANT. Proxy voting permits shareholders unable to attend the general meeting or the class meeting (as applicable) in person to vote their shares through a proxy. By appointing a proxy, your shares will be represented and voted in accordance with your instructions. You can vote your shares by completing and returning your proxy card or by completing the voting instruction form provided to you by your broker. Proxy cards that are signed and returned but do not include voting instructions will be voted by the proxy as recommended by the board. You can change your voting instructions or revoke your proxy at any time prior to the general meeting or the class meeting (as applicable) by following the instructions included in this proxy statement and on the proxy card.

It is strongly recommended that you complete and return your proxy card before the general meeting or the class meeting (as applicable) date to ensure that your shares will be represented at the general meeting. You are urged to review carefully the information contained in the enclosed proxy statement prior to deciding how to vote your shares. If you have any questions or need assistance voting your ordinary shares, please contact Advantage Proxy, our proxy solicitor, by calling 877-870-8565, or banks and brokers can call collect at 206-870-8565, or by emailing [email protected].

By Order of the Board,

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR
THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON MARCH __, 2024

This Notice of Extraordinary General Meeting and Proxy Statement, are available at www.sec.gov.

TABLE OF CONTENTS

ROTH CH ACQUISITION CO.
PROXY STATEMENT

FOR THE EXTRAORDINARY GENERAL MEETING AND SEPARATE CLASS

MEETING OF HOLDERS OF CLASS A ORDINARY SHARES
To Be Held at 9:30 a.m. or 10:00 a.m., Eastern time (as applicable), on March __, 2024

This proxy statement and the enclosed form of proxy are furnished in connection with the solicitation of proxies by our board of directors (the “board”) for use at the extraordinary general meeting and the separate class meeting of holders of Class A ordinary shares (as applicable) of Roth CH Acquisition Co., a Cayman Islands exempted company (the “Company”, “we”, “us” or “our”), to be held on March __, 2024 at 9:30 a.m. or 10:00 a.m., Eastern time (as applicable), at the offices of Loeb & Loeb LLP, located at 345 Park Avenue, New York, New York 10185 (the “general meeting” or the “class meeting” (as applicable)), or at such other time, on such other date and at such other place to which the general meeting or the class meeting (as applicable) may be postponed or adjourned, and the general meeting or the class meeting (as applicable) will be available to attend via teleconference. For the purposes of the articles of association of the Company, the physical place of the general meeting or the class meeting (as applicable) will be the offices of Loeb & Loeb LLP located at 345 Park Avenue, New York, New York 10185. You will also be able to attend, vote, and submit your questions during the general meeting or the class meeting (as applicable) via teleconference using the following dial-in information:

Telephone access:
Within the U.S. and Canada:
(toll-free)

International numbers available:
Meeting ID:

In this proxy statement:

Shareholders are encouraged to attend the meeting via teleconference and will be afforded the same rights and opportunities to vote, ask questions and participate as they would at an in-person meeting.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement contains “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements may relate to the Company’s “initial business combination” (as defined below) and any other statements relating to future results, strategy and plans of the Company (including statements which may be identified by the use of the words “plans,” “expects” or “does not expect,” “estimated,” “is expected,” “budget,” “scheduled,” “estimates,” “forecasts,” “intends,” “anticipates” or “does not anticipate,” “targets,” “projects,” “contemplates,” “predicts,” “potential,” “continue,” or “believes,” or variations of such words and phrases or state that certain actions, events or results “may,” “could,” “would,” “should,” “might,” “will” or “will be taken,” “occur” or “be achieved”).

Forward-looking statements are based on the opinions and estimates of management of the Company as of the date such statements are made, and they are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to:

Additional information on these and other factors that may cause actual results and the Company’s performance to differ materially is included in the Company’s periodic reports filed with the SEC, including, but not limited to, our annual report including those factors described under the heading “Risk Factors” therein, and subsequent Quarterly Reports on Form 10-Q. Copies of the Company’s filings with the SEC are available publicly on the SEC’s website at www.sec.gov or may be obtained by contacting the Company. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. These forward-looking statements are made only as of the date hereof, and the Company undertakes no obligations to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

RISK FACTORS

You should consider carefully all of the risks described in our Annual Report on Form 10-K filed with the SEC on April 4, 2023 and amended on April 14, 2023 and our Quarterly Reports on Form 10-Q filed with the SEC on May 15, 2023, August 18, 2023 and November 9, 2023, respectively, and in the other reports we file with the SEC before making a decision to invest in our securities. Furthermore, if any of the following events occur, our business, financial condition and operating results may be materially adversely affected or we could face liquidation. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. The risks and uncertainties described in the aforementioned filings and below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business, financial condition and operating results or result in our liquidation.

If we were deemed to be an investment company for purposes of the Investment Company Act of 1940, as amended (the “Investment Company Act”), we may be forced to abandon our efforts to complete an initial business combination and instead be required to liquidate the Company. To avoid that result, we may determine, in our discretion, to liquidate the securities held in the trust account.

There is currently uncertainty concerning the applicability of the Investment Company Act to a special purpose acquisition company (“SPAC”) and we may in the future be subject to a claim that we have been operating as an unregistered investment company. If we are deemed to be an investment company for purposes of the Investment Company Act, we might be forced to abandon our efforts to complete an initial business combination and instead be required to liquidate. If we are required to liquidate, our investors would not be able to realize the benefits of owning stock in a successor operating business, including the potential appreciation in the value of our stock and warrants following such a transaction, and our warrants would expire worthless.

The funds in the trust account have, since our IPO, been held only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act. However, to mitigate the risk of us being deemed to have been operating as an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act of 1940, as amended), on or prior to the 24-month anniversary of the effective date of the IPO Registration Statement, we instructed Continental Stock Transfer & Trust Company, the trustee with respect to the trust account, to liquidate the U.S. government treasury obligations or money market funds held in the trust account and thereafter to hold all funds in the trust account in cash until the earlier of consummation of our initial business combination or liquidation. As a result, following such liquidation, we will likely maintain the remaining amount in its trust account in an interest bearing demand deposit account at a bank.

In addition, the longer that the funds in the trust account are held in short-term U.S. government securities or in money market funds invested exclusively in such securities, there is a greater risk that we may be considered an unregistered investment company, in which case we may be required to liquidate.

We may not be able to complete an initial business combination with certain potential target companies if a proposed transaction with the target company may be subject to review or approval by regulatory authorities pursuant to certain U.S. or foreign laws or regulations.

Certain acquisitions or business combinations may be subject to review or approval by regulatory authorities pursuant to certain U.S. or foreign laws or regulations. In the event that such regulatory approval or clearance is not obtained, or the review process is extended beyond the period of time that would permit an initial business combination to be consummated with us, we may not be able to consummate an initial business combination with such target.

Among other things, the U.S. Federal Communications Act prohibits foreign individuals, governments, and corporations from owning more a specified percentage of the capital stock of a broadcast, common carrier, or aeronautical radio station licensee. In addition, U.S. law currently restricts foreign ownership of U.S. airlines. In the United States, certain mergers that may affect competition may require certain filings and review by the Department of Justice and the Federal Trade Commission, and investments or acquisitions that may affect national security are subject to review by the Committee on Foreign Investment in the United States (“CFIUS”). CFIUS is an interagency committee authorized to review certain transactions involving foreign investment in the United States by foreign persons in order to determine the effect of such transactions on the national security of the United States.

Outside the United States, laws or regulations may affect our ability to consummate a business combination with potential target companies incorporated or having business operations in jurisdiction where national security considerations, involvement in regulated industries (including telecommunications), or in businesses relating to a country’s culture or heritage may be implicated. U.S. and foreign regulators generally have the power to deny the ability of the parties to consummate a transaction or to condition approval of a transaction on specified terms and conditions, which may not be acceptable to us or a target. In such event, we may not be able to consummate a transaction with that potential target.

As a result of these various restrictions, the pool of potential targets with which we could complete an initial business combination may be limited and we may be adversely affected in terms of competing with other SPACs which do not have similar ownership issues. Moreover, the process of government review, could be lengthy. Because we have only a limited time to complete our initial business combination, our failure to obtain any required approvals within the requisite time period may require us to liquidate. If we liquidate, our public shareholders may only receive $___ per share, and our warrants will expire worthless. This will also cause you to lose any potential investment opportunity in a target company and the chance of realizing future gains on your investment through any price appreciation in the combined company.

Our ordinary shares may be categorized as “penny stock,” which may make it more difficult for investors to sell their shares of common stock due to suitability requirements.

Our ordinary shares may be categorized as “penny stock.” The Commission has adopted Rule 15g-9 under the Exchange Act, which generally defines “penny stock” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. If the price of our ordinary shares falls below $5.00 per share and, unless we qualify for an exception, we may be considered “penny stock.” This designation imposes additional sales practice requirements on broker-dealers who sell to persons other than established customers and accredited investors. The penny stock rules, if applicable to us, would require a broker-dealer buying our securities to disclose certain information concerning the transaction, obtain a written agreement from the purchaser and determine that the purchaser is reasonably suitable to purchase the securities given the increased risks generally inherent in penny stocks. These rules may restrict the ability and/or willingness of brokers or dealers to buy or sell our ordinary shares, either directly or on behalf of their clients, may discourage potential stockholders from purchasing our ordinary shares, or may adversely affect the ability of shareholders to sell their shares.

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR
EXTRAORDINARY GENERAL MEETING

These Questions and Answers are only summaries of the matters they discuss. They do not contain all of the information that may be important to you. You should read carefully the entire document, including any annexes to this proxy statement.

Why am I receiving this proxy statement?

This proxy statement and the enclosed proxy card are being sent to you in connection with the solicitation of proxies by our board for use at the meeting to be held in person or via teleconference on March __, 2024 or at any adjournment(s) or postponement(s) thereof. This proxy statement summarizes the information that you need to make an informed decision on the proposals to be considered at the meeting.

What is being voted on?

You are being asked to vote on the following proposals:

The general meeting is being held to consider and vote upon the following proposals:

The class meeting is being held to consider and vote upon the following proposal:

You are not being asked to vote on an initial business combination at this time.

Why are separate class and general meetings being held?

Under the Company's Amended and Restated Articles of Association (the “Articles of Association”, Cayman constitutional documents), Article 10.1 provides that:

“…. if at any time the share capital of the Company is divided into different classes of Shares, all or any of the rights attached to any class (unless otherwise provided by the terms of issue of the Shares of that class) may, whether or not the Company is being wound up, be varied without the consent of the holders of the issued Shares of that class where such variation is considered by the Directors not to have a material adverse effect upon such rights; otherwise, any such variation shall be made only with the consent in writing of the holders of not less than two thirds of the issued Shares of that class ……………, or with the approval of a resolution passed by a majority of not less than two thirds of the votes cast at a separate meeting of the holders of the Shares of that class.”

Proposal No. 1 of the proxy statement involves such a variation of rights of the Class A Shares and Class B Shares. Therefore, as well as the requirement for a special resolution of all shareholders to amend and restate the Articles of Association, the approval of both the Class A Shares and the Class B Shares of the Company is also required. With respect to the Class B Shares, such class consent will be provided by written resolution, and with respect to the Class A Shares such class consent will be obtained at the class meeting to which the proxy statement relates.

Why is the Company proposing the Amendment Proposal and the Variation of Rights Proposal?

The purpose of the Amendment Proposal is to remove the provisions contained in the Articles of Association that are applicable to special purpose acquisition companies (“SPACs”), including the requirement to redeem and cancel 100% of the Company’s public shares following distribution of the funds held in the Company’s trust account established in connection with the initial public offering (“IPO”). We are instead revising the provisions to allow shareholders of the Company to obtain their pro rata distribution of funds held in the Trust Account and also retain ten (10%) percent of their shares upon liquidation of the Trust Account. The Company intends to liquidate the Trust Account despite the fact that it is not required to do so until October 29, 2024. The Company has been unable as a SPAC to consummate an initial business combination as originally described in the Articles of Association and now intends to continue its corporate existence in an effort to ultimately acquire a business or entity. The Company believes that it will be more successful in acquiring a target company if it ceases to be a SPAC. The Company’s board of directors and management has determined that it would be in the best interest of shareholders to approve the Amendment to allow holders to continue to retain ten (10%) of their shares after liquidation of the trust account in order to allow the shareholders participate in a transaction that the Company may potentially enter into in the future. Allowing holders of Public Shares to retain a portion their shares following the distribution is also expected to allow the Company to continue to trade on the OTC until such time as it consummates an acquisition or transaction.

The purpose of the Variation of Rights Proposal is obtain the separate class consent of the holders of the Company’s Class A ordinary shares to consent to and approve the variation to the rights of the Company’s Class A ordinary shares as contemplated by the amendments to the Articles of Association as set out in Proposal No. 1. The holders of the Company’s Class B ordinary shares have separately consented in writing to the variation to the rights of the Company’s Class B ordinary shares as contemplated by the amendments to the Articles of Association as set out in Proposal No. 1 as permitted by the Company’s amended and restated memorandum and articles of association.

Why is the Company proposing the Adjournment Proposal?

The Company is proposing the Adjournment Proposal to provide flexibility to adjourn the meeting to give the Company more time to seek approval of the proposals, if necessary. If the Adjournment Proposal is not approved, the Company will not have the ability to adjourn the meeting to a later date for the purpose of soliciting additional proxies.

If I do not submit my shares for redemption and the Amendment Proposal is implemented, will I still receive my pro rata share of the Trust Account?

Yes, you do not need to submit your shares to receive your pro rata share of the Trust Account.

If the Amendment Proposal is approved and implemented, will the Ordinary Shares and Warrants Continue to Trade on Nasdaq?

No. We anticipate that the Ordinary Shares and Warrants will trade in the over-the-counter market as we do not anticipate that the Company would continue to meet Nasdaq listing standards.

If I am entitled to a fraction of a share upon the 90% redemption of my holdings, what will I receive?

We will not issue fractional shares or pay cash in lieu of fractional shares.

Can I attend the Meeting?

The meeting will be held on March __, 2024 at 9:30 a.m. or 10:00 a.m., Eastern time (as applicable) at the offices of Loeb & Loeb LLP, located at 345 Park Avenue, New York, New York 10185, or at such other time, on such other date and at such other place that the meeting may be postponed or adjourned and the meeting will be available to attend via teleconference. For the purposes of the articles of association of the Company, the physical place of the meeting will be the offices of Loeb & Loeb LLP located at 345 Park Avenue, New York, New York 10185. You will also be able to attend, vote, and submit your questions during the general meeting or the class meeting (as applicable) via teleconference using the following dial-in information:

Telephone access:
Within the U.S. and Canada:
(toll-free)

International numbers available:
Meeting ID:

The meeting will comply with the meeting rules of conduct which will be available at the meeting. We encourage you to access the meeting teleconference prior to the start time. Check-in will begin fifteen minutes prior to the start time of the meeting, and you should allow ample time for the check-in procedures. Shareholders are encouraged to attend the meeting via teleconference and will be afforded the same rights and opportunities to vote, ask questions and participate as they would at an in-person meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage-paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or other nominee with instructions on how to vote your shares.

How do the Company insiders intend to vote their shares?

The Company’s directors and officers collectively have the right to vote 47.0% of the Company’s issued and outstanding ordinary shares, and are expected to vote all of their shares in favor of each proposal to be voted upon by our shareholders at the meeting.

What vote is required to approve the Amendment Proposal?

Approval of the Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of at least two-thirds of the ordinary shares, who, being present and entitled to vote at the general meeting, vote at the general meeting.

What vote is required to approve the Adjournment Proposal?

Approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ordinary shares who, being present and entitled to vote at the general meeting, vote at the general meeting.

What vote is required to approve the Variation of Rights Proposal?

Approval of the Variation of Rights Proposal requires, under Cayman Islands law, the affirmative vote of the holders of a majority of not less than two thirds of the votes cast at the class meeting by the holders of the Company’s Class A ordinary shares and who, being present in person or represented by proxy at the class meeting or any adjournment(s) or postponement(s) thereof, vote on such matter.

What if I want to vote against or do not want to vote for the proposal?

If you do not want a proposal to be approved, you should vote against such proposal. A shareholder’s failure to vote by proxy or to vote in person or online at the meeting will not be counted towards the number of shares required to validly establish a quorum, and if a valid quorum is otherwise established, such failure to vote will have no effect on such proposals. Abstentions and broker non-votes will be counted in connection with the determination of whether a valid quorum is established but will have no effect on any of the proposals.

We believe that the proposals are all a “non-discretionary” matter, and therefore, there will not be any broker non-votes at the meeting.

Where will I be able to find the voting results of the General Meeting?

We will announce preliminary voting results at the meeting. We will also disclose voting results on a Current Report on Form 8-K that we will file with the SEC within four business days after the meeting. If final voting results are not available to us in time to file a Current Report on Form 8-K within four business days after the meeting, we will file a Current Report on Form 8-K to publish preliminary results and will provide the final results in an amendment to such Current Report on Form 8-K as soon as they become available.

Am I entitled to exercise redemption rights in connection with the vote on any of these Proposals?

Yes. Holders of Public Shares are entitled to redemption rights in connection with the vote on Proposals 1 if the Proposal is implemented. However, if the Proposal is implemented, we would distribute all sums in the trust account and also permit you to retain 10% of your shares. Please see “The Extraordinary General Meeting – Redemption Rights” for a description of the procedures that must be followed in order to exercise redemption rights.

How do I change my vote?

If you have submitted a proxy to vote your shares and wish to change your vote, you may send a later-dated, signed proxy card to the Company’s secretary at 2340 Collins Avenue, Suite 402, Miami Beach, FL 33141, so that it is received by the Company’s secretary prior to the vote at the meeting (which is scheduled to take place on March __, 2024). Shareholders also may revoke their proxy by sending a notice of revocation to the Company’s secretary, which must be received by the Company’s secretary prior to the vote at the meeting, or by attending the meeting, revoking their proxy and voting in person. Attendance at the meeting alone will not change your vote. However, if your shares are held in “street name” by your broker, bank or another nominee, you must contact your broker, bank or other nominee to change your vote.

How are votes counted?

Votes will be counted by the inspector of election appointed for the meeting, who will separately count “FOR” and “AGAINST” votes, abstentions and broker non-votes for each of the proposal. A shareholder’s failure to vote by proxy or to vote in person or via teleconference at the meeting will not be counted towards the number of shares required to validly establish a quorum, and if a valid quorum is otherwise established, will have no effect on the proposals. Abstentions and broker non-votes will be counted in connection with the determination of whether a valid quorum is established but will have no effect on any of the proposals. We believe that each of the proposals is a “non-discretionary” matter, and therefore, there will not be any broker non-votes at the meeting.

If my shares are held in “street name,” will my broker automatically vote them for me?

If you do not give instructions to your broker, your broker can vote your shares with respect to “discretionary” items, but not with respect to “non-discretionary” items. We believe that the proposals are all a “non-discretionary” item.

Your broker can vote your shares with respect to “non-discretionary” items only if you provide instructions on how to vote. You should instruct your broker to vote your shares. Your broker can tell you how to provide these instructions. If you do not give your broker instructions, your shares will be treated as broker non-votes with respect to the proposals. Abstentions and broker non-votes will be counted in connection with the determination of whether a valid quorum is established but will have no effect on any of the proposals.

What is a quorum?

A quorum is the minimum number of shares required to be present at the meeting for the meeting to be properly held under our Articles of Association and Cayman Islands law. The presence, in person, virtually, by proxy, or, if a corporation or other non-natural person, by its duly authorized representative or proxy, of the holders of a majority of the issued and outstanding ordinary shares entitled to vote at the general meeting constitutes a quorum of the general meeting. The presence, in person, virtually, by proxy, or, if a corporation or other non-natural person, by its duly authorized representative or proxy, of the holders of a one-third of the issued and outstanding Class A ordinary shares entitled to vote at the class meeting constitutes a quorum of the class meeting. Proxies that are marked “abstain” and proxies relating to “street name” shares that are returned to us but marked by brokers as “not voted” (so-called “broker non-votes”) will be treated as shares present for purposes of determining the presence of establishing a quorum on all matters. If a shareholder does not give the broker voting instructions, under applicable self-regulatory organization rules, its broker may not vote its shares on “non-discretionary” matters. We believe that each of the proposals is a “non-discretionary” matter, and therefore, there will not be any broker non-votes at the meeting.

Who can vote at the Meeting?

Holders of ordinary shares as of the close of business on March __, 2024 (the “record date”), are entitled to vote at the general meeting. On the record date, there were 7,869,236 ordinary shares issued and outstanding, including (i) 7,794,236 Class A ordinary shares and (ii) 75,000 Class B ordinary shares. The Company’s warrants do not have voting rights in connection with the proposals.

In deciding all matters at the general meeting, each shareholder will be entitled to one vote for each share held by them on the record date. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of our shareholders except as required by law.

In deciding all matters at the class meeting, each holder of Class A ordinary shares will be entitled to one vote for each Class A ordinary share held by them on the record date.

The directors and executive officers of the Company collectively own 63,196 of our issued and outstanding Class B ordinary shares and 3,633,788 Class A ordinary shares, constituting 47.0% of our issued and outstanding ordinary shares in the aggregate.

Registered Shareholders.

If our shares are registered directly in your name with our transfer agent, Continental, you are considered the shareholder of record with respect to those shares. As the shareholder of record, you have the right to grant your voting proxy directly to the individuals listed on the proxy card or to vote in person at the meeting.

“Street Name” Shareholders.

If our shares are held on your behalf in a brokerage account or by a bank or other nominee, you are considered the beneficial owner of those shares held in “street name,” and your broker or nominee is considered the shareholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker or nominee as to how to vote your shares. However, since a beneficial owner is not the shareholder of record, you may not vote your ordinary shares at the meeting unless you follow your broker’s procedures for obtaining a legal proxy. Throughout this proxy statement, we refer to shareholders who hold their shares through a broker, bank or other nominee as “street name shareholders.”

Does the board recommend voting for the approval of the proposals?

Yes, the board has determined that the proposals are in the best interests of the Company and its shareholders. The board recommends that the Company’s shareholders vote “FOR” the proposals.

Are there any appraisal or similar rights for dissenting shareholders?

Neither Cayman Islands law nor our Articles of Association provides for dissenters’ rights for dissenting shareholders in connection with the proposal to be voted upon at the meeting. As a matter of Cayman Islands law, dissenters’ rights only apply in a statutory merger where the Company is a constituent company, which is not the case with any of the proposals.

Warrant holders do not have appraisal rights in connection with the proposal to be voted upon at the meeting.

Is the Company subject to the Investment Company Act of 1940?

The Company completed its IPO in October 2021. As a blank check Company, the efforts of the Company’s board of directors and management have been focused on searching for a target business with which to consummate an initial business combination since the completion of its IPO.

There is currently uncertainty concerning the applicability of the Investment Company Act to a special purpose acquisition company (“SPAC”) and we may in the future be subject to a claim that we have been operating as an unregistered investment company. If we are deemed to be an investment company for purposes of the Investment Company Act, we might be forced to abandon our efforts to complete an initial business combination and instead be required to liquidate. If we are required to liquidate, our investors would not be able to realize the benefits of owning stock in a successor operating business, including the potential appreciation in the value of our stock and warrants following such a transaction, and our warrants would expire worthless.

The funds in the trust account have, since our IPO, been held only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act. However, to mitigate the risk of us being deemed to have been operating as an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act of 1940, as amended), on or prior to the 24-month anniversary of the effective date of the IPO Registration Statement, we instructed Continental Stock Transfer & Trust Company, the trustee with respect to the trust account, to liquidate the U.S. government treasury obligations or money market funds held in the trust account and thereafter to hold all funds in the trust account in cash until the earlier of consummation of our initial business combination or liquidation. As a result, following such liquidation, we will likely maintain the remaining amount in its trust account in an interest bearing demand deposit account at a bank.

In addition, the longer that the funds in the trust account are held in short-term U.S. government securities or in money market funds invested exclusively in such securities, there is a greater risk that we may be considered an unregistered investment company, in which case we may be required to liquidate.

If you are a holder of record of ordinary shares on the record date for the meeting, you may vote in person or by teleconference attendance at the meeting or by submitting a proxy for the meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage-paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or other nominee with instructions on how to vote your shares or, if you wish to attend the meeting and vote in person, obtain a valid proxy from your broker, bank or other nominee. If you hold your shares in “street name” and wish to vote at the meeting, you must email a copy (a legible photograph is sufficient) of your legal proxy to Continental at [email protected]. If you wish to attend the meeting via teleconference or in person you should contact Continental no later than March __, 2024 to obtain this information. Your broker, bank or other nominee may have an earlier deadline by which you must provide instructions to it as to how to vote your shares, so you should read carefully the materials provided to you by your broker, bank or other nominee or intermediary.

What should I do if I receive more than one set of voting materials?

You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards, if your shares are registered in more than one name or are registered in different accounts. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your shares.

Who is paying for this proxy solicitation?

Our board is soliciting proxies for use at the meeting. All costs associated with this solicitation will be borne directly by the Company. We have engaged Advantage Proxy, Inc. to assist in the solicitation of proxies for the meeting. We have agreed to pay Advantage Proxy a fee of $8,500, plus disbursements, and indemnify Advantage Proxy and its affiliates against certain claims, liabilities, losses, damages and expenses for their services as the Company’s proxy solicitor. We will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of Class A ordinary shares for their expenses in forwarding soliciting materials to beneficial owners of Class A ordinary shares and in obtaining voting instructions from those owners. Our directors and officers may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Who can help answer my questions?

If you have questions about the meeting or the proposals to be presented thereat, if you need additional copies of the proxy statement or the enclosed proxy card, or if you would like copies of any of the Company’s filings with the SEC, including our annual report, and our subsequent Quarterly Reports on Form 10-Q, you should contact Advantage Proxy at:

Advantage Proxy, Inc.

P.O. Box 10904

Yakima, WA 98909

Toll Free: 877-870-8565

Collect: 206-870-8565

You may obtain additional information about the Company from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

THE EXTRAORDINARY GENERAL MEETING AND SEPARATE CLASS

MEETING OF HOLDERS OF CLASS A ORDINARY SHARES

Date, Time, Place and Purpose of the Meeting

The meeting will be held on March __, 2024 at 9:30 a.m. or 10:00 a.m., Eastern time (as applicable), at the offices of Loeb & Loeb LLP, located at 345 Park Avenue, New York, New York 10185, or at such other time, on such other date and at such other place that the meeting may be postponed or adjourned and the meeting will be available to attend via teleconference. For the purposes of the articles of association of the Company, the physical place of the meeting will be the offices of Loeb & Loeb LLP located at 345 Park Avenue, New York, New York 10185. You will also be able to attend, vote, and submit your questions during the general meeting or the class meeting (as applicable) via teleconference using the following dial-in information:

Telephone access:
Within the U.S. and Canada:
(toll-free)

International numbers available:
Meeting ID:

Shareholders are encouraged to attend the meeting via teleconference and will be afforded the same rights and opportunities to vote, ask questions and participate as they would at an in-person meeting.

The general meeting is being held to consider and vote upon the following proposals:

The class meeting is being held to consider and vote upon the following proposal:

Voting Power; Record Date

Only shareholders of record of the Company as of the close of business on March __, 2024 are entitled to notice of, and to vote at, the meeting or any adjournment(s) or postponement(s) thereof. Each of the ordinary shares entitles the holder thereof to one vote. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. On the record date, there were 7,869,236 ordinary shares issued and outstanding, including (i) 7,794,236 Class A ordinary shares and (ii) 75,000 Class B ordinary shares. The Company’s warrants do not have voting rights in connection with the proposals.

Quorum and Vote of Shareholders

A quorum is the minimum number of shares required to be present at the meeting for the general meeting to be properly held under our Articles of Association and Cayman Islands law. The presence, in person, virtually, by proxy, or, if a corporation or other non-natural person, by its duly authorized representative or proxy, of the holders of a majority of the issued and outstanding ordinary shares entitled to vote at the general meeting constitutes a quorum of the general meeting. The presence, in person, virtually, by proxy, or, if a corporation or other non-natural person, by its duly authorized representative or proxy, of the holders of a one-third of the issued and outstanding Class A ordinary shares entitled to vote at the class meeting constitutes a quorum of the class meeting. Proxies that are marked “abstain” and proxies relating to “street name” shares that are returned to us but marked by brokers as “not voted” (so-called “broker non-votes”) will be treated as shares present for purposes of determining the presence of a quorum on all matters. If a shareholder does not give the broker voting instructions, under applicable self-regulatory organization rules, its broker may not vote its shares on “non-routine” matters. We believe that all of the proposals are a “non-discretionary” matter.

Vote Required

Approval of the Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of at least two-thirds of the ordinary shares, represented in person or by proxy and entitled to vote thereon and who do so in person or by proxy at the general meeting.

Approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who do so in person or by proxy at the general meeting.

Approval of the Variation of Rights Proposal requires, under Cayman Islands law, the affirmative vote of the holders of a majority of not less than two thirds of the votes cast at the class meeting by the holders of the Company’s Class A ordinary shares and who, being present in person or represented by proxy at the class meeting or any adjournment(s) or postponement(s) thereof, vote on such matter.

If you do not want the proposal to be approved, you should vote against such proposal. A shareholder’s failure to vote by proxy or to vote in person or online at the meeting will not be counted towards the number of shares required to validly establish a quorum, and if a valid quorum is otherwise established, such failure to vote will have no effect on such proposal. Abstentions and broker non-votes will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the proposal. We believe that each of the proposals is a “non-discretionary” matter, and therefore, there will not be any broker non-votes at the meeting.

Voting

You can vote your shares at the meeting by proxy or by attending the meeting via teleconference. If your shares are owned directly in your name with our transfer agent, Continental, you are considered, with respect to those shares, the “shareholder of record.” If your shares are held in a stock brokerage account or by a bank or other nominee or intermediary, you are considered the beneficial owner of shares held in “street name” and are considered a “non-record (beneficial) shareholder.”

Shareholders of Record

You can vote by proxy by having one or more individuals who will be at the meeting vote your shares for you. These individuals are called “proxies” and using them to cast your ballot at the meeting is called voting “by proxy.” If you wish to vote by proxy, you must (i) complete the enclosed form, called a “proxy card,” and mail it in the envelope provided or (ii) submit your proxy over the Internet in accordance with the instructions on the enclosed proxy card. If you complete the proxy card and mail it in the envelope provided or submit your proxy over the Internet as described above, you will designate each of Byron Roth and John Lipman, or the Chairperson of the meeting to act as your proxy at the meeting. One of the aforementioned individuals will then vote your shares at the meeting in accordance with the instructions you have given them in the proxy card with respect to the proposals presented in this proxy statement. Proxies will extend to, and be voted at, any adjournment(s) or postponement(s) of the meeting.

Alternatively, you can vote your shares by attending the meeting via teleconference.

Beneficial Owners

If your shares are held in an account through a broker, bank or other nominee or intermediary, you must instruct the broker, bank or other nominee how to vote your shares by following the instructions that the broker, bank or other nominee provides you along with this proxy statement. Your broker, bank or other nominee may have an earlier deadline by which you must provide instructions to it as to how to vote your shares, so you should read carefully the materials provided to you by your broker, bank or other nominee or intermediary.

If you wish to attend and vote your shares at the meeting, you must first obtain a legal proxy from your broker, bank or other nominee that holds your shares and email a copy (a legible photograph is sufficient) of your legal proxy to Continental at [email protected].

If you do not provide voting instructions to your bank, broker or other nominee or intermediary and you do not vote your shares at the meeting, your shares will not be voted on any proposal on which your bank, broker or other nominee does not have discretionary authority to vote. In these cases, the bank, broker or other nominee or intermediary will not be able to vote your shares on those matters for which specific authorization is required. We believe all of the proposals constitute “non-discretionary” matters.

Proxies

Our board is asking for your proxy. Giving our board your proxy means you authorize it to vote your shares at the meeting in the manner you direct. You may vote for or against the proposal or you may abstain from voting. All valid proxies received prior to the meeting will be voted. All shares represented by a proxy will be voted, and where a shareholder specifies by means of the proxy a choice with respect to any matter to be acted upon, the shares will be voted in accordance with the specification so made. If no choice is indicated on the proxy, the shares will have no effect on the proposal described herein and as the proxy holders may determine in their discretion with respect to any other matters that may properly come before the meeting.

Proxies that are marked “abstain” and proxies relating to “street name” shares that are returned to us but marked by brokers as “not voted” (so-called “broker non-votes”) will be treated as shares present for purposes of determining the presence of a quorum on all matters. If a shareholder does not give the broker voting instructions, under applicable self-regulatory organization rules, its broker may not vote its shares on “non-discretionary” matters. We believe the proposal constitutes a “non-discretionary” matter, and therefore, there will not be any broker non-votes at the meeting.

Shareholders who have questions or need assistance in completing or submitting their proxy cards should contact our proxy solicitor, Advantage Proxy at 877-870-8565, or banks and brokers can call collect at 206-870-8565 or by sending a letter to Advantage Proxy, Inc., P.O. Box 10904, Yakima, WA 98909, or by emailing [email protected].

Revocability of Proxies

Shareholders may send a later-dated, signed proxy card to the Company’s secretary at 2340 Collins Avenue, Suite 402, Miami Beach, FL 33141, so that it is received by the Company’s secretary prior to the vote at the meeting (which is scheduled to take place on March __, 2024). Shareholders also may revoke their proxy by sending a notice of revocation to the Company’s secretary, which must be received by the Company’s secretary prior to the vote at the meeting or by attending the meeting, revoking their proxy and voting in person. Attendance at the meeting alone will not change your vote. However, if your shares are held in “street name” by your broker, bank or another nominee, you must contact your broker, bank or other nominee to change your vote.

Attendance at the General Meeting

The meeting will be held in person or by proxy at 9:30 a.m. or 10:00 a.m., Eastern time (as applicable), on March __, 2024 at the offices of Loeb & Loeb LLP, located at 345 Park Avenue, New York, New York 10185, or via teleconference by using the following dial-in information:

Telephone access:
Within the U.S.:
(toll-free)

International numbers available:
Meeting ID:

While shareholders are encouraged to attend the meeting via teleconference, you will be permitted to attend the meeting in person at the offices of Loeb & Loeb LLP, located at 345 Park Avenue, New York, New York 10185 only to the extent consistent with, or permitted by, applicable law and directives of public health authorities. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage-paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the meeting and vote in person, obtain a valid proxy from your broker, bank or nominee.

Solicitation of Proxies

Our board is soliciting proxies for use at the meeting. All costs associated with this solicitation will be borne directly by the Company. We have engaged Advantage Proxy, Inc. to assist in the solicitation of proxies for the meeting. We have agreed to pay Advantage Proxy a fee of $8,500, plus disbursements, and indemnify Advantage Proxy and its affiliates against certain claims, liabilities, losses, damages and expenses for their services as the Company’s proxy solicitor. We will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of Class A ordinary shares for their expenses in forwarding soliciting materials to beneficial owners of Class A ordinary shares and in obtaining voting instructions from those owners. Our directors and officers may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

You may contact Advantage Proxy at:

Advantage Proxy, Inc.
P.O. Box 10904

Yakima, WA 98909
Toll Free: 877-870-8565
Collect: 206-870-8565

If any additional solicitation of the holders of our outstanding ordinary shares is deemed necessary, we (through our directors and officers) anticipate making such solicitation directly.

Redemption Rights

In connection with the Amendment Proposal and contingent upon the effectiveness of the implementation of this Proposal, each holder of Public Shares may seek to redeem all or a portion of their Public Shares. However, if the this Proposal is implemented, regardless of whether you redeem your shares, we will distribute the pro rata portion of the funds available in the Trust Account at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by the number of then outstanding Public Shares, subject to the limitations described in the final prospectus dated October 26, 2021, filed in connection with the IPO. Thereafter, we will automatically redeem ninety (90%) percent of the shares in connection with the liquidation of the Trust Account and permit shareholders to retain ten (10%) percent of the Public Shares thereafter regardless of the liquidation of the Trust Account.

The redemption provisions in the current Articles of Association provide for redemption of one hundred (100%) percent of the shares in connection with the liquidation of the Trust Account. However, if the Amendment Proposal is approved, we will liquidate the Trust Account but allow shareholders to retain ten (10%) percent of the Public Shares in the Company. If the Amendment Proposal is not approved, we may decide to continue as a SPAC or may choose to liquidate the Trust Account but would not be able to allow shareholders to retain ten (10%) percent of the Public Shares. There are certain administrative procedures involved in allowing shareholders to retain ten (10%) percent of the Public Shares including setting a new record date and obtaining new CUSIPs. However, we do not expect the timing of the liquidation of the Trust Account subsequent to the implementation of the Proposal to be substantially longer than the timing of the liquidation of the Trust Account pursuant to the current provisions in the Articles of Association.

In order to receive the remaining Public Shares after liquidation of the Trust Account and the partial redemption, you must:

(i) (a) hold Public Shares or (b) hold Public Shares through Units and elect to separate your Units into the underlying Public Shares and Public Warrants prior to the redemption with respect to the Public Shares;

(ii) provide to the Trustee and the Company the legal name, phone number and address of the beneficial owner of the Public Shares; and

(iii) deliver your share certificates for Public Shares (if any) along with other applicable forms to the Trustee, physically or electronically through DTC.

As described above, 90% of the Public Shares will automatically be redeemed upon the liquidation of the Trust Account. You may elect to redeem 100% of your Public Shares but you will not be entitled to receive any additional amounts as a result of such additional redemption. Holders who wish to redeem more than 90% of their Public Shares must complete the procedures for electing to redeem their Public Shares in the manner described above prior to 5:00 p.m., Eastern Time, on March __, 2024 (two business days prior to the scheduled vote at the general meeting) in order for their Public Shares to be redeemed. Public Shareholders may elect to redeem Public Shares regardless of if or how they vote in respect of the Amendment Proposal, and regardless of whether they hold Public Shares on the Record Date. If the Proposal is not consummated, the Public Shares will be returned to the respective holder, broker or bank. The address of the Company’s transfer agent is listed under the question “Who can help answer my questions?” above. The Company requests that any requests for redemption include the identity as to the beneficial owner making such request, including such beneficial owner’s legal name, phone number, and address.

We will not allow shareholders to retain fractional interests. In the event that you have Public Shares other than in increments of 10, such shares will be redeemed for no additional consideration.

A physical share certificate will not be needed if your shares are delivered to the Company’s transfer agent electronically. In order to obtain a physical share certificate, a shareholder’s broker and/or clearing broker, DTC and the Company’s transfer agent will need to act to facilitate the request. It is the Company’s understanding that shareholders should generally allot at least one week to obtain physical certificates from the transfer agent. However, because the Company does not have any control over this process or over the brokers or DTC, it may take significantly longer than one week to obtain a physical share certificate. If it takes longer than anticipated to obtain a physical certificate, shareholders who wish to redeem their shares may be unable to obtain physical certificates by the deadline for exercising their redemption rights and thus will be unable to redeem their shares.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with the Company’s consent, until a vote is taken with respect to the Extension, if any. If you delivered your shares for redemption to the Trustee and decide within the required timeframe not to exercise your redemption rights, you may request that the Trustee return the shares (physically or electronically). Such requests may be made by contacting the Trustee at the phone number or address listed under the question “Who can help answer my questions?”

Shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name” are required to either tender their certificates to the transfer agent prior to the date set forth in this proxy statement, or up to two (2) business days prior to the scheduled vote at the general meeting, or to deliver their shares to the transfer agent electronically using the DTC’s DWAC system, at such shareholder’s option. The requirement for physical or electronic delivery prior to the general meeting ensures that a redeeming shareholder’s election to redeem is irrevocable once the Amendment Proposal is approved.

There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge a tendering broker a fee and it is in the broker’s discretion whether or not to pass this cost on to the redeeming shareholder. However, this fee would be incurred regardless of whether or not shareholders seeking to exercise redemption rights are required to tender their shares, as the need to deliver shares is a requirement to exercising redemption rights, regardless of the timing of when such delivery must be effectuated.

Notwithstanding the foregoing, pursuant to our Articles of Association, a Public Shareholder, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Public Shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

If such transactions are effected, the consequence could be to cause the Amendment, to be effectuated in circumstances where such effectuation could not otherwise occur. Consistent with SEC guidance, purchases of shares by the persons described above would not be permitted to be voted for Amendment proposal proposals at the general meeting

Dissenters’ Rights and Appraisal Rights

Neither Cayman Islands law nor our Articles of Association provide for appraisal or other similar rights for dissenting shareholders in connection with the proposal to be voted upon at the meeting. Accordingly, our shareholders will have no right to dissent and obtain payment for their shares. As a matter of Cayman Islands law, dissenters’ rights only apply in a statutory merger where the Company is a constituent company, which is not the case with any of the proposals.

Warrant holders do not have appraisal rights in connection with the proposal to be voted upon at the meeting.

Shareholder Proposals

No business may be transacted at an annual general meeting, including an extraordinary general meeting in lieu of an annual general meeting, other than business that is either (i) specified in the Notice of Extraordinary General Meeting (or any supplement thereto) given by or at the direction of the directors of the Company or (ii) otherwise properly brought before the general meeting in accordance with the requirements set forth in the Articles of Association.

Other Business

The board does not know of any other matters to be presented at the meeting. The form of proxy accompanying this proxy statement confers discretionary authority upon the named proxy holders with respect to amendments or variations to the matters identified in the accompanying Notice of Extraordinary General Meeting and with respect to any other matters that may properly come before the meeting. If any additional matters are properly presented at the meeting, or at any adjournment(s) or postponement(s) of the meeting, the persons named in the enclosed proxy card will have discretion to vote the shares they represent in accordance with the recommendations of our board with respect to any such matters. We expect that the Class A ordinary shares represented by properly submitted proxies will be voted by the proxy holders in accordance with the recommendations of our board with respect to any such matters.

Principal Executive Offices

Our principal executive offices are located at 2340 Collins Avenue, Suite 402, Miami Beach, FL 33141. Our telephone number is (949) 720-7133.

PROPOSAL NO. 1 — AMENDMENT PROPOSAL

Background

The Company is a blank check company incorporated under the laws of the Cayman Islands on April 20, 2021, for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, with one or more businesses, without limitation as to business, industry or sector. On October 29, 2021, the Company consummated its IPO of 23,000,000 units (the “Units”). Each Unit consisted of one Class A ordinary share and one-half of one redeemable warrant, with each whole warrant entitling the holder to purchase one ordinary share at $11.50 per share beginning 30 days after the completion of an initial business combination (“Public Warrant”). The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $230,000,000. Simultaneously with the consummation of the IPO and the sale of the Units, the Company consummated the private placement of an aggregate of 10,750,000 warrants (the “Private Placement Warrants”) issued to TKB Sponsor I, LLC at a price of $1.00 per warrant, generating total proceeds of $10,750,000. Each Private Placement Warrant is exercisable for one ordinary share beginning 30 days after the completion of a business combination. Upon completion of the IPO, A total of $234,600,000 of the net proceeds from the Company’s IPO and sale of the Private Placement Warrants were deposited in the Trust Account established for the benefit of the holders of Public Shares.

Like most blank check companies, the Articles of Association provides for the return of the IPO proceeds held in trust to the holders of public shares sold in the IPO if there is no qualifying business combination(s) consummated on or before January 29, 2023. The Company has been unable to complete a qualifying business combination by January 29, 2023, the initial liquidation date set forth in its Articles of Association, and on January 27, 2023, the Company held an extraordinary general meeting at which the Company’s shareholders approved an amendment to the Articles of Association to provide that the Company would have until June 29, 2023 to complete a business combination.

On June 28, 2023, the Company held a subsequent extraordinary general meeting at which time shareholders approved a further amendment to extend the deadline by which a business combination may be consummated monthly up to 16 times, from June 29, 2023 up to October 29, 2024 (i.e., for a period of time ending up to 36 months after the consummation of its IPO). Each such monthly extension requires a Monthly Deposit of $60,000 into the Trust Account.

The Company is proposing to amend and restate its charter to remove the provisions applicable to special purpose acquisition companies, including the requirement to cancel the public shares following distribution of the funds held in the Company’s trust account. A copy of the proposed amended and restated charter of the Company to effectuate the Amendment is attached to this proxy statement as Annex A.

Under the Company's Articles of Association, Cayman constitutional documents), Article 10.1 provides that:

“…. if at any time the share capital of the Company is divided into different classes of Shares, all or any of the rights attached to any class (unless otherwise provided by the terms of issue of the Shares of that class) may, whether or not the Company is being wound up, be varied without the consent of the holders of the issued Shares of that class where such variation is considered by the Directors not to have a material adverse effect upon such rights; otherwise, any such variation shall be made only with the consent in writing of the holders of not less than two thirds of the issued Shares of that class ……………, or with the approval of a resolution passed by a majority of not less than two thirds of the votes cast at a separate meeting of the holders of the Shares of that class.”

Proposal No. 1 of the proxy statement involves such a variation of rights of the Class A Shares and Class B Shares. Therefore, as well as the requirement for a special resolution of all shareholders to amend and restate the Articles of Association, the approval of both the Class A Shares and the Class B Shares of the Company is also required. With respect to the Class B Shares, such class consent will be provided by written resolution, and with respect to the Class A Shares such class consent will be obtained at the class meeting to which the proxy statement relates.

Reasons for the Amendment Proposal

The purpose of the Amendment Proposal is to remove the provisions contained in the Articles of Association that are applicable to special purpose acquisition companies (“SPACs”), including the requirement to redeem and cancel 90% of the Company’s public shares following distribution of the funds held in the Company’s trust account established in connection with the initial public offering (“IPO”). We are instead revising the provisions to allow shareholders of the Company to obtain their pro rata distribution of funds held in the Trust Account and also retain ten (10%) percent of their shares upon liquidation of the Trust Account. The Company intends to liquidate the Trust Account despite the fact that it is not required to do so until October 29, 2024. The Company has been unable as a SPAC to consummate an initial business combination as originally described in the Articles of Association and now intends to continue its corporate existence in an effort to ultimately acquire a business or entity. The Company believes that it will be more successful in acquiring a target company if it ceases to be a SPAC. The Company’s board of directors and management has determined that it would be in the best interest of shareholders to approve the Amendment to allow holders to continue to retain ten (10%) of their shares after liquidation of the trust account in order to allow the shareholders participate in a transaction that the Company may potentially enter into in the future. Allowing holders of Public Shares to retain a portion their shares following the distribution is also expected to allow the Company to continue to trade on the OTC until such time as it consummates an acquisition or transaction.

If the Amendment Proposal is not Approved

In the event that the Amendment is not approved, the Company may elect to continue as a SPAC or may pay the holders of public shares the amounts held in the trust account as required by the Articles of Association and redeem and cancel such public shares. This redemption will completely extinguish such holders’ rights as shareholders, including the right to receive further distributions, if any, from the Company.

If the Amendment Proposal is Approved

If the Amendment Proposal is approved, the Company will file the amended and restated Articles of Association in Cayman, the Public Shares outstanding at such time will remain outstanding and the Company will continue its corporate existence in an attempt to ultimately acquire a business or entity.

In such event, the Company will remain a reporting company under the Exchange Act, and its common stock and warrants will remain publicly traded on the OTC. The units will be automatically separated into their component parts. There can be no assurance that a market will exist for the Company’s securities following the Amendment.

Future Acquisition Plans

If the Amendment Proposal is approved, the Company intends to attempt to acquire one or more businesses or entities in one or more industries not now identified. Any such acquisition would be subject to several important factors, including but not limited to the availability of financing and the role and level of involvement of the Company’s current board of directors and management in the Company’s post-acquisition operations. We cannot assure you that we will be able to enter into or consummate any acquisition. As of the date of this proxy statement, the Company has no definitive agreement in place with any acquisition candidates and there can be no assurance that the Company will ever be able to enter into such an agreement in the future. In the event that the Company enters into a definitive agreement for an acquisition in the future, such transaction may not require shareholder approval depending on how it is structured. Accordingly, you may not be entitled to vote on any future acquisition the Company enters into and attempts to consummate.

Vote Required for Approval

Approval of the Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of at least two-thirds of the ordinary shares, who, being present and entitled to vote at the general meeting, vote at the general meeting. Abstentions and broker non-votes will be counted in connection with the determination of whether a valid quorum is established but will have no effect on any of the proposals. We believe the proposal constitutes a “non-discretionary” matter, and therefore, there will not be any broker non-votes at the general meeting.

All of the Company’s directors and officers are expected to vote all ordinary shares owned by them in favor of the Amendment Proposal. On the record date, the sponsor and all of the Company’s directors and officers beneficially owned and were entitled to vote an aggregate of 3,696,984 ordinary shares. See the section entitled “Security Ownership of Certain Beneficial Owners and Management” for additional information regarding the holders of the ordinary shares and their respective ownership thereof.

Full Text of Resolution

“RESOLVED as a special resolution, that the Amended and Restated Memorandum Articles of Association of the Company currently in effect be amended and restated by the deletion in their entirety and the substitution in their place of the Second Amended and Restated Memorandum and Articles of Association annexed to the notice of the meeting at Annex A.

Recommendation

As discussed above, after careful consideration of all relevant factors, our board has determined that the Amendment Proposal is in the best interests of the Company and its shareholders. Our board has approved and declared advisable the adoption of the Amendment Proposal.

OUR BOARD OF DIRECTORS RECOMMENDS THAT

YOU VOTE “FOR” THE AMENDMENT PROPOSAL.

PROPOSAL NO. 2 — THE ADJOURNMENT PROPOSAL

Overview

The Adjournment Proposal, if adopted, will allow our board to adjourn the general meeting to a later date or dates (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 (ii) if the Board determines before the general meeting that it is not necessary or no longer desirable to proceed with the proposals.

Consequences if the Adjournment Proposal is Not Approved

If the Adjournment Proposal is not approved by our shareholders, our board may not be able to adjourn the general meeting to a later date in the event that there are insufficient votes for, or otherwise in connection with, the approval of the proposals.

Vote Required for Approval

Approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ordinary shares who, being present and entitled to vote at the general meeting, vote at the general meeting. Abstentions and broker non-votes will be counted in connection with the determination of whether a valid quorum is established but will have no effect on any of the proposals. We believe that all of the proposals constitute “non-discretionary” matters, and therefore, there will not be any broker non-votes at the general meeting.

Full Text of Resolution

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, if necessary, (i) to permit further solicitation and vote of proxies or as otherwise deemed necessary by the chairman of the general meeting or (ii) if the Board determines before the general meeting that it is not necessary or no longer desirable to proceed with the proposals be confirmed, ratified and approved in all respects.

Recommendation of the Board

As discussed above, after careful consideration of all relevant factors, our board has determined that the Adjournment Proposal is in the best interests of the Company and its shareholders. Therefore, if there are insufficient votes for, or otherwise in connection with, the approval of the proposals, our board will approve and declare advisable adoption of the Adjournment Proposal.

OUR BOARD OF DIRECTORS RECOMMENDS THAT, IF PRESENTED,
YOU VOTE “FOR” THE ADJOURNMENT PROPOSAL.

PROPOSAL A — VARIATION OF RIGHTS PROPOSAL

Vote Required for Approval

Approval of the Variation of Rights Proposal requires, under Cayman Islands law, the affirmative vote of the holders of a majority of not less than two thirds of the votes cast at the class meeting by the holders of the Company’s Class A ordinary shares and who, being present in person or represented by proxy at the class meeting or any adjournment(s) or postponement(s) thereof, vote on such matter.

Full Text of Resolution

RESOLVED, for the purposes of Article 10 of the Amended and Restated Articles of Association of the Company, the holders of a majority of not less than two thirds of the votes cast at the meeting by the holders of the Company’s Class A ordinary shares hereby consent to and approve the variation to the rights of the Company’s Class A ordinary shares as contemplated by the amendments to the Articles of Association as set out in Proposal No. 1.

Recommendation

As discussed above, after careful consideration of all relevant factors, our board has determined that the Variation of Rights Proposal is in the best interests of the Company and its shareholders. Our board has approved and declared advisable the adoption of the Variation of Rights Proposal.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information available to us as of March __, 2024 with respect to our ordinary shares held by:

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or will become exercisable within 60 days. Except as described in the footnotes below and subject to applicable community property laws and similar laws, we believe that each person listed below has sole voting and investment power with respect to such shares.

In the table below, percentage ownership is based on 7,869,236 ordinary shares outstanding as of March __, 2024 including 7,794,236 Class A ordinary shares and 75,000 Class B ordinary shares. Voting power represents the combined voting power of ordinary shares owned beneficially by such person. On all matters to be voted upon, the holders of the ordinary shares vote together as a single class. The table below does not include any ordinary shares underlying our outstanding warrants because such securities are not exercisable within 60 days of F __, 2024.

In preparing the following table, we relied upon statements filed with the SEC by beneficial owners of more than 5% of our outstanding ordinary shares pursuant to Section 13(d), 13(g) and Section 16 of the Exchange Act, unless we knew or had reason to believe that the information contained in such statements was not complete or accurate, in which case we relied upon information which we considered to be accurate and complete. Due to shareholder redemptions related to the June 28, 2023 general meeting to approve an extension of time in order to complete the Company’s business combination, the Company has reason to believe that all information filed with the SEC as of the most recent practicable date by beneficial owners of more than 5% of our outstanding ordinary shares pursuant to Section 13(d) and 13(g) of the Exchange Act is no longer complete or accurate.

Our officers and directors beneficially own 47.0% of our issued and outstanding ordinary shares and have the right to elect all of our directors prior to our initial business combination as a result of holding 84.3% of the Class B ordinary shares. In addition, because of its ownership block, our sponsor may be able to effectively influence the outcome of all other matters requiring approval by our shareholders, including amendments to our Articles of Association and approval of significant corporate transactions.

OTHER MATTERS

Shareholder Proposals

No business may be transacted at an annual general meeting, including an extraordinary general meeting, other than business that is either (i) specified in the Notice of General Meeting (or any supplement thereto) given by or at the direction of the directors of the Company or (ii) otherwise properly brought before the general meeting in accordance with the requirements set forth in the Articles of Association.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our officers, directors and persons who beneficially own more than ten percent of our ordinary shares to file reports of ownership and changes in ownership with the SEC. These reporting persons are also required to furnish us with copies of all Section 16(a) forms they file. Based solely upon a review of such forms furnished since the effective date of our IPO, we believe that there have been no delinquent filers other than as previously disclosed in the Company’s SEC filings.

Fiscal Year 2022 Annual Report and SEC Filings

Our financial statements for the year ended December 31, 2022, are included in our annual report on Form 10-K, filed with the SEC on April 4, 2023 and a Form10-K/A filed on April 14, 2023. This proxy statement and our annual report are available from the SEC at its website at www.sec.gov. You may also obtain a copy of our annual report without charge by sending a written request to Roth CH Acquisition Co., 2340 Collins Avenue, Suite 402, Miami Beach, FL 33141.

Delivery Of Documents To Shareholders

For shareholders receiving printed proxy materials, unless we have received contrary instructions, we may send a single copy of this proxy statement to any household at which two or more shareholders reside if we believe the shareholders are members of the same family. This process, known as “householding,” reduces the volume of duplicate information received at any one household and helps to reduce our expenses. However, if shareholders prefer to receive multiple sets of our disclosure documents at the same address this year or in future years, the shareholders should follow the instructions described below. Similarly, if an address is shared with another shareholder and together both of the shareholders would like to receive only a single set of our disclosure documents, the shareholders should follow these instructions:

Where You Can Find More Information

We file reports, proxy statements and other information with the SEC as required by the Exchange Act. You can read the Company’s SEC filings, including this proxy statement, over the Internet at the SEC’s website at www.sec.gov.

If you would like additional copies of this proxy statement or if you have questions about the initial business combination or the proposals to be presented at the meeting, you should contact the Company at the following address and telephone number:

Roth CH Acquisition Co.
2340 Collins Avenue, Suite 402
Miami Beach, FL33141
(949) 720-7133

If you are a shareholder of the Company and would like to request documents, please do so by March __, 2024 (one week prior to the meeting), in order to receive them before the meeting. If you request any documents from us, we will mail them to you by first class mail, or another equally prompt means.

* * *

The board does not know of any other matters to be presented at the meeting. If any additional matters are properly presented at the meeting, the persons named in the enclosed proxy card will have discretion to vote the shares they represent in accordance with their own judgment on such matters.

It is important that your shares be represented at the meeting, regardless of the number of shares that you hold. You are, therefore, urged to execute and return, at your earliest convenience, the enclosed proxy card in the envelope that has also been provided.

THE BOARD OF DIRECTORS
March __, 2024

Annex A

FORM OF SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES

OF ASSOCIATION OF ROTH CH ACQUISITION CO.

THE COMPANIES ACT (As Revised)

OF THE CAYMAN ISLANDS

COMPANY LIMITED BY SHARES

SECOND AMENDED AND RESTATED

MEMORANDUM AND ARTICLES OF ASSOCIATION

OF

ROTH CH ACQUISITION CO.

THE COMPANIES ACT (As Revised)

OF THE CAYMAN ISLANDS

COMPANY LIMITED BY SHARES

SECOND AMENDED AND RESTATED

MEMORANDUM OF ASSOCIATION

OF

ROTH CH ACQUISITION CO.

THE COMPANIES ACT (As Revised)

OF THE CAYMAN ISLANDS

COMPANY LIMITED BY SHARES

SECOND AMENDED AND RESTATED

ARTICLES OF ASSOCIATION

OF

ROTH CH ACQUISITION CO.

The Company may, in so far as the Statute permits, pay a commission to any person in consideration of his subscribing or agreeing to subscribe (whether absolutely or conditionally) or procuring or agreeing to procure subscriptions (whether absolutely or conditionally) for any Shares. Such commissions may be satisfied by the payment of cash and/or the issue of fully or partly paid-up Shares. The Company may also on any issue of Shares pay such brokerage as may be lawful.

The Company shall not be bound by or compelled to recognise in any way (even when notified) any equitable, contingent, future or partial interest in any Share, or (except only as is otherwise provided by the Articles or the Statute) any other rights in respect of any Share other than an absolute right to the entirety thereof in the holder.

Subject to the provisions of the Statute, the Company may by resolution of the Directors change the location of its Registered Office. The Company may, in addition to its Registered Office, maintain such other offices or places of business as the Directors determine.

Shares in the Company that are beneficially owned by the Company shall not be voted, directly or indirectly, at any meeting and shall not be counted in determining the total number of outstanding Shares at any given time.

The office of a Director shall be vacated if:

A Director who is present at a meeting of the board of Directors at which action on any Company matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent from such action with the person acting as the chairman or secretary of the meeting before the adjournment thereof or shall forward such dissent by registered post to such person immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favour of such action.

The Directors shall cause minutes to be made in books kept for the purpose of recording all appointments of Officers made by the Directors, all proceedings at meetings of the Company or the holders of any class of Shares and of the Directors, and of committees of the Directors, including the names of the Directors present at each meeting.

The Company in general meeting may fix a minimum shareholding required to be held by a Director, but unless and until such a shareholding qualification is fixed a Director is not required to hold Shares.

The Directors may at any time capitalise any sum standing to the credit of any of the Company’s reserve accounts or funds (including the share premium account and capital redemption reserve fund) or any sum standing to the credit of the profit and loss account or otherwise available for distribution; appropriate such sum to Members in the proportions in which such sum would have been divisible amongst such Members had the same been a distribution of profits by way of Dividend or other distribution; and apply such sum on their behalf in paying up in full unissued Shares for allotment and distribution credited as fully paid-up to and amongst them in the proportion aforesaid. In such event the Directors shall do all acts and things required to give effect to such capitalisation, with full power given to the Directors to make such provisions as they think fit in the case of Shares becoming distributable in fractions (including provisions whereby the benefit of fractional entitlements accrue to the Company rather than to the Members concerned). The Directors may authorise any person to enter on behalf of all of the Members interested into an agreement with the Company providing for such capitalisation and matters incidental or relating thereto and any agreement made under such authority shall be effective and binding on all such Members and the Company.

Unless the Directors otherwise prescribe, the financial year of the Company shall end on 31st December in each year and, following the year of incorporation, shall begin on 1st January in each year.

If the Company is exempted as defined in the Statute, it shall, subject to the provisions of the Statute and with the approval of a Special Resolution, have the power to register by way of continuation as a body corporate under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.

The Company shall have the power to merge or consolidate with one or more other constituent companies (as defined in the Statute) upon such terms as the Directors may determine and (to the extent required by the Statute) with the approval of a Special Resolution.

Each Tax Filing Authorised Person and any such other person, acting alone, as any Director shall designate from time to time, are authorised to file tax forms SS-4, W-8 BEN, W-8 IMY, W-9, 8832 and 2553 and such other similar tax forms as are customary to file with any US state or federal governmental authorities or foreign governmental authorities in connection with the formation, activities and/or elections of the Company and such other tax forms as may be approved from time to time by any Director or Officer. The Company further ratifies and approves any such filing made by any Tax Filing Authorised Person or such other person prior to the date of the Articles.

FORM OF PROXY CARD

ROTH CH ACQUISITION CO.

PROXY FOR THE EXTRAORDINARY GENERAL MEETING OR SEPARATE CLASS

MEETING OF HOLDERS OF CLASS A ORDINARY SHARES (AS APPLICABLE)

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS

Important Notice Regarding the Availability of Proxy Materials for the Extraordinary General Meeting or Separate Class Meeting of Holders of Class A ordinary shares (as applicable) to be held on March __, 2024:

The undersigned hereby appoints each of Byron Roth and John Lipman, or the Chairperson of the Extraordinary General Meeting or Separate Class Meeting of Holders of Class A ordinary shares (as applicable) as proxy of the undersigned to attend the Extraordinary General Meeting (the “General Meeting”) or Separate Class Meeting of Holders of Class A ordinary shares (the “Class Meeting”) (as applicable) of Roth CH Acquisition Co. (the “Company”), to be held via teleconference as described in the Proxy Statement on March __, 2024 at 9:30 a.m. or 10:00 a.m., Eastern time (as applicable), and any adjournment(s) or postponement(s) thereof, and to vote as if the undersigned were then and there personally present on all matters set forth in the Notice of Extraordinary General Meeting, dated March __, 2024 (the “Notice”) or Notice of Separate Class Meeting of Holders of Class A ordinary shares (as applicable), copies of which have been received by the undersigned, as follows:

Proposal No. 1 — The Amendment Proposal — A proposal, by special resolution, subject to the approval of Proposal A, to amend and restate the Company’s Amended and Restated Memorandum and Articles of Association (as amended, the “Articles of Association”) to remove the provisions applicable to special purpose acquisition companies including the requirement to redeem and cancel the Company’s Class A ordinary shares sold in the Company’s initial public offering (the “Public Shares”) following distribution of the funds held in the Company’s trust account.

Proposal No. 2 — The Adjournment Proposal — as an ordinary resolution, to approve the adjournment of the general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the proposals or as otherwise determined by the Chairman of the general meeting.

Proposal A — Variation of Rights Proposal — A proposal, for the purposes of Article 10 of the Amended and Restated Articles of Association of the Company, by the holders of a majority of not less than two thirds of the votes cast at the class meeting by the holders of the Company’s Class A ordinary shares to consent to and approve the variation to the rights of the Company’s Class A ordinary shares as contemplated by the amendments to the Articles of Association as set out in Proposal No. 1.

NOTE: IN HIS DISCRETION, THE PROXY HOLDER IS AUTHORIZED TO VOTE UPON SUCH OTHER MATTER OR MATTERS THAT MAY PROPERLY COME BEFORE THE EXTRAORDINARY GENERAL MEETING OR SEPARATE CLASS MEETING OF HOLDERS OF CLASS A ORDINARY SHARES (AS APPLICABLE) AND ANY POSTPONEMENT(S) OR ADJOURNMENT(S) THEREOF.

THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE SPECIFIC INDICATION ABOVE. IN THE ABSENCE OF SUCH INDICATION, THIS PROXY WILL BE VOTED “FOR” EACH PROPOSAL AND, AT THE DISCRETION OF THE PROXY HOLDER, ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE EXTRAORDINARY GENERAL MEETING OR SEPARATE CLASS MEETING OF HOLDERS OF CLASS A ORDINARY SHARES (AS APPLICABLE) OR ANY POSTPONEMENT(S) OR ADJOURNMENT(S) THEREOF.

Dated: ___________________