UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒
Filed by a party other than the Registrant ☐
Check the appropriate box:
☒ |
Preliminary Proxy Statement |
☐ | Confidential, for Use of
the Commission Only (as permitted by Rule 14a-6(e)(2)) |
☐ |
Definitive Proxy Statement |
☐ |
Definitive Additional Materials |
☐ |
Soliciting Material under §240.14a-12 |
AIB ACQUISITION
CORPORATION
(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 all boxes that apply):
☐ |
Fee paid previously with preliminary materials. |
☐ |
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
PRELIMINARY PROXY
STATEMENT
SUBJECT TO COMPLETION,
DATED SEPTEMBER 22, 2023
AIB ACQUISITION CORPORATION
875 THIRD AVENUE, SUITE M204A
NEW YORK, NEW YORK, 10022
LETTER TO SHAREHOLDERS
Dear AIB Acquisition Corporation Shareholder:
You are cordially invited to attend the extraordinary
general meeting in lieu of an annual general meeting of AIB Acquisition Corporation, a Cayman Islands exempted company (the “Company”),
which will be held on October 19, 2023, at [ ] Eastern Time (the “Meeting”), at the offices of Ellenoff Grossman &
Schole LLP located at 1345 Avenue of the Americas, 11th Floor, New York, NY 10105, and via a virtual meeting,
or at such other time, on such other date and at such other place to which the meeting may be adjourned. You can participate in the meeting,
vote, and submit questions via live webcast by visiting [ ]. You will not be required to attend the meeting in person in order
to vote, and we encourage virtual participation.
The attached Notice of the Meeting and proxy statement
describe the business the Company will conduct at the Meeting and provide information about the Company that you should consider when
you vote your shares. As set forth in the attached proxy statement, the Meeting will be held for the purpose of considering and voting
on the following proposals:
| 1. | Proposal No. 1 — Extension
Amendment Proposal — To approve, by way of special resolution, an amendment to the Company’s Amended and Restated Memorandum
and Articles of Association (the “Memorandum and Articles of Association”) to give the Company’s board of directors
(the “Board”) the right to extend the date by which the Company has to consummate a merger, share exchange, asset
acquisition, share purchase, reorganization or similar business combination involving the Company, with one or more businesses (a “business
combination”) (such date, the “Termination Date”) from October 21, 2023 (the “Original Termination
Date”) on a monthly basis up to fifteen (15) times (as extended, the “Charter Extension”) until January
21, 2025 (as extended, the “Charter Extension Date”), or for a total of up to fifteen (15) months after the Original
Termination Date (or such earlier date as determined by the Board) (the “Extension Amendment Proposal”); |
| 2. | Proposal No. 2 — Auditor
Ratification Proposal — To ratify the selection by our prior audit committee of the Board of UHY LLP (“UHY”)
to serve as our independent registered public accounting firm for the year ending December 31, 2023 (the “Auditor Ratification
Proposal”); and |
| 3. | Proposal No. 3 — Adjournment
Proposal — To adjourn the Meeting to a later date or dates or indefinitely, if necessary, to permit further solicitation and
vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any of the foregoing
proposals (the “Adjournment Proposal”). For the avoidance of doubt, if put forth at the Meeting, the Adjournment Proposal
will be the first and only proposal voted on and the Extension Amendment Proposal and the Auditor Ratification Proposal will not be submitted
to the shareholders for a vote. |
Each of the Extension Amendment Proposal, the
Auditor Ratification Proposal and the Adjournment Proposal are more fully described in the accompanying proxy statement. Please take the
time to read carefully each of the proposals in the accompanying proxy statement before you vote.
The purpose of the Extension Amendment Proposal
and, if necessary, the Adjournment Proposal, is to allow the Company additional time to complete an initial business combination (the
“Business Combination”). The Company currently has until October 21, 2023 to complete a Business Combination. The Board
has determined that it is in the best interests of the Company to seek an extension of the Termination Date and have the Company’s
shareholders approve the Extension Amendment Proposal to allow additional time to consummate a Business Combination. Without the Charter
Extension, the Company believes that the Company will not be able to complete a Business Combination on or before the Original Termination
Date. If that were to occur, the Company would be precluded from completing the Business Combination and would be forced to liquidate
on the Original Termination Date.
As contemplated by the Memorandum and Articles
of Association, the holders of the Class A Ordinary Shares issued as part of the units sold in the Company’s initial public offering
(the “Public Shares”) may elect (the “Election”) to redeem their Public Shares upon approval of
the Extension Amendment Proposal at a per share price, payable in cash, equal to the aggregate amount then on deposit in a trust account,
including interest earned and not previously released to the Company to pay its tax obligations, if any (the “Trust Account”),
established to hold a portion of the proceeds of the initial public offering (the “initial public offering”) and the
concurrent sale of the Private Placement Units (as defined below), divided by the number of Public Shares then in issue (the “Redemption”),
regardless of how such public shareholders vote in regard to the Extension Amendment Proposal. If the Extension Amendment Proposal is
approved by the requisite vote of shareholders (and not abandoned), the holders of Public Shares remaining after the Redemption will retain
their right to redeem their Public Shares for their pro rata portion of the funds available in the Trust Account upon consummation of
the Business Combination. In addition, public shareholders who do not make the Election would be entitled to have their Public Shares
redeemed for cash if the Company has not completed the Business Combination by the Charter Extension Date. Our sponsor, AIB LLC, a Delaware
limited liability company (the “Sponsor”), owns 2,156,250 Class B Ordinary Shares (the “Founder Shares”)
that were issued to the Sponsor prior to the Company’s initial public offering. In addition, our Sponsor owns 345,625 private placement
units (the “Private Placement Units”), which were purchased in a private placement that occurred simultaneously with
the completion of the Company’s initial public offering. The Sponsor has informed us that it is considering converting on a one-for-one
basis 2,156,249 of the Class B Ordinary Shares held by it into 2,156,249 shares of Class A Ordinary Shares (the “Founder Conversion”),
and consequently, if the Sponsor elects to complete the Founder Conversion, our Sponsor would continue to own one (1) share of the Class
B Ordinary Shares. For purposes of this proxy statement, where the context warrants, the 2,156,249 shares of Class A Ordinary Shares that
would be issued to our Sponsor if the Founder Conversion were consummated by our Sponsor and the one (1) Class B Ordinary Share that would
then be continued to be owned by our Sponsor shall also be the “Founder Shares” following the Founder Conversion. If the Sponsor
elects to complete the Founder Conversion, the Sponsor has committed to take such actions as appropriate to provide that the Founder Shares
following the Founder Conversion will be subject to the same restrictions as the Class B Ordinary Shares were subject to before the Founder
Conversion, including, among others, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of
an initial Business Combination as described in the prospectus for our initial public offering. The Founder Shares are entitled to registration
rights. Our Sponsor has informed us that it is considering consummating the Founder Conversion, in part, on the basis that having additional
shares of our Class A Ordinary Shares issued and outstanding may assist the Company in meeting applicable continued listing requirements
of the Nasdaq Stock Market LLC.
On the Record Date (as defined below), the redemption
price per share was approximately $[ ] (which is expected to be the same approximate amount two business days prior to the Meeting), based
on the aggregate amount on deposit in the Trust Account of approximately $[ ] million as of the Record Date (including interest not previously
released to the Company to pay its taxes), divided by the total number of then outstanding Public Shares. The closing price of the Class
A Ordinary Shares on the Nasdaq Global Market on the Record Date was $[ ]. Accordingly, if the market price of the Class A Ordinary Shares
were to remain the same until the date of the Meeting, exercising redemption rights would result in a public shareholder receiving approximately
$[ ] more per share than if the shares were sold in the open market. The Company cannot assure shareholders that they will be able to
sell their Class A Ordinary Shares in the open market, even if the market price per share is higher than the redemption price stated above,
as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares. The Company believes that
such redemption right enables its public shareholders to determine whether or not to sustain their investments for an additional period
if the Company does not complete the Business Combination on or before the Original Termination Date.
Additionally, if the Extension Amendment Proposal
is approved and implemented, the Sponsor or its designees has agreed to contribute to the Company as a loan the lesser of $50,000 per
month for each calendar month (commencing on October 21, 2023 and on the 21st day of each subsequent month) until the Charter
Extension Date, or portion thereof, that is needed to complete a Business Combination, for up to an aggregate of $750,000 (such loans,
the “Contribution”), which amount will be deposited into the Trust Account. Accordingly, the amount deposited per share
will depend on the number of Public Shares that remain outstanding after redemptions in connection with the Extension and the length of
the extension period that will be needed to complete the Business Combination. For example, if we complete the Business Combination on
January 21, 2025, which would represent fifteen (15) calendar months, no Public Shares are redeemed and all of our Public Shares remain
outstanding in connection with the Extension, then the aggregate amount deposited per share will be approximately $0.74 per share, with
the aggregate maximum contribution to the Trust Account being $750,000. However, if 501,302 Public Shares are redeemed and 500,000 of
our Public Shares remain outstanding after redemptions in connection with the Extension, then the amount deposited per share for such
fifteen-month period will be approximately $1.50 per share.
Assuming the Extension Amendment Proposal is approved,
each monthly Contribution will be deposited into the Trust Account within five (5) business days from the beginning of the applicable
extension month. The Contributions are conditioned upon the implementation of the Charter Extension. The Contributions will not be made
if the Charter Extension is not approved or the extension is not completed. The amount of the Contributions, which are loans, will not
bear interest and will be repayable by us to the Sponsor or its designees upon consummation of a Business Combination. If the Sponsor
or its designees advises us that it does not intend to make the Contributions, then the Extension Amendment Proposal and the Adjournment
Proposal will not be put before the shareholders at the Meeting and we will wind up, liquidate and dissolve in accordance with the Memorandum
and Articles of Association. Our Board will have the sole discretion whether to extend for additional calendar months following October
21, 2023 until January 21, 2025 and if our Board determines not to continue extending for additional calendar months, the Sponsor or
its designees will not make any additional Contributions following such determination.
If the Extension Amendment Proposal is not approved
and the Business Combination is not completed on or before the Original Termination Date, October 21, 2023, as contemplated by and in
accordance with the Memorandum and Articles of Association, the Company will (i) cease all operations except for the purpose of winding
up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, subject to lawfully available funds therefor,
redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including
interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations, if any (less
up to $100,000 of interest to pay winding up and dissolution expenses), divided by the number of the then-outstanding Public Shares, which
redemption will completely extinguish rights of the holders of Public Shares (including the right to receive further liquidation distributions,
if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining
shareholders and the Board, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to the Company’s obligations under
Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law.
Subject to the foregoing, the approval of the
Extension Amendment Proposal requires a special resolution, being the affirmative vote of a majority of at least two thirds (2/3) of the
votes cast by the holders of Ordinary Shares, voting as a single class, who, being entitled to do so, vote in person or by proxy at the
Meeting.
Approval of the Auditor Ratification Proposal
and the Adjournment Proposal (if put forth at the Meeting) requires an ordinary resolution under Cayman Islands law, being the affirmative
vote of a simple majority of the votes cast by the holders of the Ordinary Shares present themselves or represented by proxy at the Meeting
and entitled to vote on such matter. The Adjournment Proposal, if adopted, will allow our Board to adjourn the Meeting to a later date
or dates to permit further solicitation of proxies. The Adjournment Proposal will be put forth for a vote if there are not sufficient
votes to approve the Extension Amendment Proposal at the Meeting.
The Board has fixed the close of business on September
27, 2023 (the “Record Date”) as the date for determining the Company’s shareholders entitled to receive notice
of and vote at the Meeting and any adjournment thereof. Only holders of record of Ordinary Shares on that date are entitled to have their
votes counted at the Meeting or any adjournment thereof.
The Company believes that it is in the best interests
of the Company’s shareholders that the Company obtains the Charter Extension and that the selection of UHY as the Company’s
independent registered public accounting firm for the year ending December 31, 2023 is ratified. After careful consideration of all relevant
factors, the Board has determined that the Extension Amendment Proposal, the Auditor Ratification Proposal and the Adjournment Proposal
are in the best interests of the Company and its shareholders, has declared it advisable and recommends that you vote or give instruction
to vote “FOR” such proposals.
Enclosed is the proxy statement containing detailed
information about the Meeting, the Extension Amendment Proposal, the Auditor Ratification Proposal and the Adjournment Proposal. Whether
or not you plan to attend the Meeting, the Company urges you to read this material carefully and vote your shares.
By Order of the Board of Directors of AIB Acquisition Corporation |
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Eric Chen |
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Chief Executive Officer |
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Your vote is very important. Whether
or not you plan to attend the Meeting, please vote as soon as possible by following the instructions in this proxy statement to make sure
that your shares are represented and voted at the Meeting. The approval of the Extension Amendment Proposal requires a special resolution,
being the affirmative vote of a majority of at least two thirds (2/3) of the votes which are cast by those holders of Ordinary Shares,
voting as a single class, who, being entitled to do so, vote in person or by proxy at the Meeting or any adjournment thereof. Approval
of each of the Auditor Ratification Proposal and the Adjournment Proposal requires the affirmative vote of a simple majority of the votes
cast by the holders of the Ordinary Shares present in person or by proxy at the Meeting and entitled to vote thereon. Accordingly, if
you fail to vote in person or by proxy at the Meeting, your shares will not be counted for the purposes of determining whether the Extension
Amendment Proposal, the Auditor Ratification Proposal and the Adjournment Proposal are approved by the requisite majorities. If you hold
your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to
you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Meeting.
NOTICE OF AN EXTRAORDINARY GENERAL MEETING IN
LIEU OF AN ANNUAL GENERAL MEETING OF SHAREHOLDERS
OF AIB ACQUISITION CORPORATION
TO BE HELD ON OCTOBER 19, 2023
To the Shareholders of AIB Acquisition Corporation:
NOTICE IS HEREBY GIVEN that an extraordinary general
meeting in lieu of an annual general meeting of the shareholders of AIB Acquisition Corporation, a Cayman Islands exempted company (the
“Company”), will be held on October 19, 2023, at [ ] Eastern Time (the “Meeting”), at the offices
of Ellenoff Grossman & Schole LLP located at 1345 Avenue of the Americas, 11th Floor, New York, NY 10105,
and via a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be adjourned. You
can participate in the meeting, vote, and submit questions via live webcast by visiting [ ]. You will not be required to attend
the meeting in person in order to vote, and we encourage virtual participation. You are cordially invited to attend the Meeting for the
purpose of considering and voting on the following proposals, more fully described below in this proxy statement, which is dated [ ],
2023 and is first being mailed to shareholders on or about [ ], 2023:
| 1. | Proposal No. 1 — Extension
Amendment Proposal — To amend, by way of special resolution, the Company’s Amended and Restated Memorandum and Articles
of Association (the “Memorandum and Articles of Association”) to give the Company’s board of directors (the
“Board”) the right to extend the date by which the Company has to consummate a merger, share exchange, asset acquisition,
share purchase, reorganization or similar business combination involving the Company, with one or more businesses (a “business
combination”) (such date, the “Termination Date”) from October 21, 2023 (the “Original Termination
Date”) on a monthly basis up to fifteen (15) times (as extended, the “Charter Extension”) until January
21, 2025 (as extended, the “Charter Extension Date”), or for a total of up to fifteen (15) months after the Original
Termination Date (or such earlier date as determined by the Board) (the “Extension Amendment Proposal”); |
| 2. | Proposal No. 2 — Auditor
Ratification Proposal — To ratify the selection by our prior audit committee of the Board (the “Audit Committee”)
of UHY, PC (“UHY”) to serve as our independent registered public accounting firm for the year ending December 31,
2023 (the “Auditor Ratification Proposal”); and |
| 3. | Proposal No. 3 — Adjournment
Proposal — To adjourn the Meeting to a later date or dates or indefinitely, if necessary, to permit further solicitation and
vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any of the foregoing
proposals (the “Adjournment Proposal”). For the avoidance of doubt, if put forth at the Meeting, the Adjournment Proposal
will be the first and only proposal voted on and the Extension Amendment Proposal and the Auditor Ratification Proposal will not be submitted
to the shareholders for a vote. |
The purpose of the Extension Amendment Proposal
and, if necessary, the Adjournment Proposal, is to allow the Company additional time to complete an initial business combination (the
“Business Combination”). The Company currently has until October 21, 2023 to complete a Business Combination. The Board
has determined that it is in the best interests of the Company to seek an extension of the Original Termination Date and have the Company’s
shareholders approve the Extension Amendment Proposal to allow for a short period of additional time to consummate a Business Combination.
Without the Charter Extension, the Company believes that the Company will not be able to
complete a Business Combination on or before the Original Termination Date. If that were to occur, the Company would be precluded from
completing the Business Combination and would be forced to liquidate on the Original Termination Date.
As contemplated by the Memorandum and Articles
of Association, the holders of the Class A Ordinary Shares issued as part of the units sold in the Company’s initial public offering
(the “Public Shares”) may elect (the “Election”) to redeem their Public Shares upon approval of
the Extension Amendment Proposal at a per share price, payable in cash, equal to the aggregate amount then on deposit in a trust account,
including interest earned and not previously released to the Company to pay its tax obligations, if any (the “Trust Account”),
established to hold a portion of the proceeds of the initial public offering (the “initial public offering”) and the
concurrent sale of the Private Placement Units (as defined below), divided by the number of Public Shares then in issue (the “Redemption”),
regardless of how such public shareholders vote in regard to the Extension Amendment Proposal. If the Extension Amendment Proposal is
approved by the requisite vote of shareholders (and not abandoned), the holders of Public Shares remaining after the Redemption will retain
their right to redeem their Public Shares for their pro rata portion of the funds available in the Trust Account upon consummation of
the Business Combination. In addition, public shareholders who do not make the Election would be entitled to have their Public Shares
redeemed for cash if the Company has not completed the Business Combination by the Charter Extension Date. Our sponsor, AIB LLC, a Delaware
limited liability company (the “Sponsor”), owns 2,156,250 shares (the “Founder Shares”) of our Class
B Ordinary Shares that were issued to the Sponsor prior to the Company’s initial public offering. In addition, our Sponsor owns
345,625 private placement units (the “Private Placement Units”), which were purchased in a private placement that occurred
simultaneously with the completion of the Company’s initial public offering. The Sponsor has informed us that it is considering
converting on a one-for-one basis 2,156,249 of the Class B Ordinary Shares held by it into 2,156,249 shares of Class A Ordinary Shares
(the “Founder Conversion”), and consequently, if the Sponsor elects to complete the Founder Conversion, our Sponsor
would continue to own one (1) share of the Class B Ordinary Shares. For purposes of this proxy statement, where the context warrants,
the 2,156,249 shares of Class A Ordinary Shares that would be issued to our Sponsor if the Founder Conversion were consummated by our
Sponsor and the one (1) Class B Ordinary Share that would then be continued to be owned by our Sponsor shall also be the “Founder
Shares” following the Founder Conversion. If the Sponsor elects to complete the Founder Conversion, the Sponsor has committed to
take such actions as appropriate to provide that the Founder Shares following the Founder Conversion will be subject to the same restrictions
as the Class B Ordinary Shares were subject to before the Founder Conversion, including, among others, certain transfer restrictions,
waiver of redemption rights and the obligation to vote in favor of an initial Business Combination as described in the prospectus for
our initial public offering. The Founder Shares are entitled to registration rights. Our Sponsor has informed us that it is considering
consummating the Founder Conversion, in part, on the basis that having additional shares of our Class A Ordinary Shares issued and outstanding
may assist the Company in meeting applicable continued listing requirements of the Nasdaq Stock Market LLC.
On the Record Date (as defined below), the redemption price per share
was approximately $[ ] (which is expected to be the same approximate amount two business days prior to the Meeting), based on the aggregate
amount on deposit in the Trust Account of $[ ] million as of the Record Date (including interest not previously released to the Company
to pay its taxes), divided by the total number of then outstanding Public Shares. The closing price of the Class A Ordinary Shares on
the Nasdaq Global Market (“Nasdaq”) on the Record Date was $[ ]. Accordingly, if the market price of the Class A Ordinary
Shares were to remain the same until the date of the Meeting, exercising redemption rights would result in a public shareholder receiving
approximately $[ ] more per share than if the shares were sold in the open market. The Company cannot assure shareholders that they will
be able to sell their Class A Ordinary Shares in the open market, even if the market price per share is higher than the redemption price
stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares. The Company
believes that such redemption right enables its public shareholders to determine whether or not to sustain their investments for an additional
period if the Company does not complete the Business Combination on or before the Original Termination Date.
Approval of the Extension Amendment Proposal is
a condition to the implementation of the Charter Extension. The Company cannot predict the amount that will remain in the Trust Account
following the Redemption if the Extension Amendment Proposal is approved, and the amount remaining in the Trust Account, may be only a
small fraction of the approximately $[ ] million that was in the Trust Account as of the Record Date.
Additionally, if the Extension Amendment Proposal
is approved and implemented, the Sponsor or its designees has agreed to contribute to the Company as a loan the lesser of $50,000 per
month for each calendar month (commencing on October 21, 2023 and on the 21st day of each subsequent month) until the Charter
Extension Date, or portion thereof, that is needed to complete a Business Combination, for up to an aggregate of $750,000 (such loans,
the “Contribution”), which amount will be deposited into the Trust Account. Accordingly, the amount deposited per share
will depend on the number of Public Shares that remain outstanding after redemptions in connection with the Extension and the length of
the extension period that will be needed to complete the Business Combination. For example, if we complete the Business Combination on
January 21, 2025, which would represent fifteen (15) calendar months, no Public Shares are redeemed and all of our Public Shares remain
outstanding in connection with the Extension, then the aggregate amount deposited per share will be approximately $0.74 per share, with
the aggregate maximum contribution to the Trust Account being $750,000. However, if 501,302 Public Shares are redeemed and 500,000 of
our Public Shares remain outstanding after redemptions in connection with the Extension, then the amount deposited per share for such
fifteen-month period will be approximately $1.50 per share. Assuming the Extension Amendment Proposal is approved, each monthly Contribution
will be deposited into the Trust Account within five (5) business days from the beginning of the applicable extension month. The Contributions
are conditioned upon the implementation of the Charter Extension. The Contributions will not be made if the Charter Extension is not approved
or the extension is not completed. The amount of the Contributions, which are loans, will not bear interest and will be repayable by us
to the Sponsor or its designees upon consummation of a Business Combination. If the Sponsor or its designees advises us that it does not
intend to make the Contributions, then the Extension Amendment Proposal and the Adjournment Proposal will not be put before the shareholders
at the Meeting and we will wind up, liquidate and dissolve in accordance with the Memorandum and Articles of Association. Our Board will
have the sole discretion whether to extend for additional calendar months following October 21, 2023 until January 21, 2025 and if our
Board determines not to continue extending for additional calendar months, the Sponsor or its designees will not make any additional Contributions
following such determination.
If the Extension Amendment Proposal is not approved
and the Business Combination is not completed on or before the Original Termination Date, October 21, 2023, as contemplated by and in
accordance with the Memorandum and Articles of Association, the Company will (i) cease all operations except for the purpose of winding
up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, subject to lawfully available funds therefor,
redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including
interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations, if any (less
up to $100,000 of interest to pay winding up and dissolution expenses), divided by the number of the then-outstanding Public Shares, which
redemption will completely extinguish rights of the holders of Public Shares (including the right to receive further liquidation distributions,
if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining
shareholders and the Board, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to the Company’s obligations under
Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law.
To exercise your redemption rights, you must
tender your Public Shares to the Company’s transfer agent at least two business days prior to the Meeting. You may tender your Public
Shares by either delivering your share certificate to the transfer agent or by delivering your shares electronically using the Depository
Trust Company’s (“DTC”) Deposit/Withdrawal At Custodian (“DWAC”) system. If you hold your
Public Shares in street name, you will need to instruct your bank, broker or other nominee to withdraw the Public Shares from your account
in order to exercise your redemption rights.
Subject to the foregoing, the approval of the
Extension Amendment Proposal requires a special resolution, being the affirmative vote of a majority of at least two thirds (2/3) of the
votes cast by the holders of Ordinary Shares, voting as a single class, who, being entitled to do so, vote in person or by proxy at the
Meeting.
Approval of each of the Auditor Ratification Proposal
and the Adjournment Proposal (if put forth at the Meeting) requires an ordinary resolution under Cayman Islands law, being the affirmative
vote of a simple majority of the votes cast by the holders of the Ordinary Shares present themselves or represented by proxy at the Meeting
and entitled to vote on such matter. The Adjournment Proposal, if adopted, will allow our Board to adjourn the Meeting to a later date
or dates to permit further solicitation of proxies. The Adjournment Proposal will be put forth for a vote if there are not sufficient
votes to approve the Extension Amendment Proposal or the Auditor Ratification Proposal at the Meeting.
Record holders of Ordinary Shares at the close
of business on September 27, 2023 (the “Record Date”) are entitled to vote or have their votes cast at the Meeting.
On the Record Date, there were 1,472,277 issued and outstanding Class A Ordinary Shares, which includes 388,750 Class A Ordinary Shares
that are included in the Private Placement Units, and 2,156,250 issued and outstanding Class B Ordinary Shares.
A shareholder who is entitled to attend and vote
at the Meeting is entitled to appoint one or more proxies to attend and vote instead of that shareholder, and that such proxyholder need
not be a shareholder of the Company.
This proxy statement contains important information
about the Meeting, the Extension Amendment Proposal, the Auditor Ratification Proposal and the Adjournment Proposal. Whether or not you
plan to attend the Meeting, the Company urges you to read this material carefully and vote your shares.
This proxy statement is dated [ ], 2023 and is
first being mailed to shareholders on or about [ ], 2023.
By Order of the Board of Directors of AIB Acquisition Corporation |
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Eric Chen |
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Chief Executive Officer |
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TABLE OF CONTENTS
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some of the statements contained in this proxy
statement constitute forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to
expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters
that are not historical facts. Forward-looking statements reflect the Company’s current views with respect to, among other things,
the Company’s capital resources and results of operations. Likewise, the Company’s financial statements and all of the Company’s
statements regarding market conditions and results of operations are forward-looking statements. In some cases, you can identify these
forward-looking statements by the use of terminology such as “outlook,” “believes,” “expects,” “potential,”
“continues,” “may,” “will,” “should,” “could,” “seeks,” “approximately,”
“predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative
version of these words or other comparable words or phrases.
The forward-looking statements contained in this
proxy statement reflect the Company’s current views about future events and are subject to numerous known and unknown risks, uncertainties,
assumptions and changes in circumstances that may cause its actual results to differ significantly from those expressed in any forward-looking
statement. The Company does not guarantee that the transactions and events described will happen as described (or that they will happen
at all). The following factors, among others, could cause actual results and future events to differ materially from those set forth or
contemplated in the forward-looking statements:
| ● | the Company’s ability
to complete the Business Combination; |
| ● | the anticipated benefits of
the Business Combination; |
| ● | the volatility of the market
price and liquidity of the Class A Ordinary Shares and other securities of the Company; |
| ● | the use of funds not held in
the Trust Account or available to the Company from interest income on the Trust Account balance; |
| ● | the competitive environment
in which our successor will operate following the Business Combination; and |
| ● | proposed changes in Securities
and Exchange Commission (the “SEC”) rules related to special purpose acquisition companies (“SPACs”). |
While forward-looking statements reflect the Company’s
good faith beliefs, they are not guarantees of future performance. The Company disclaims any obligation to publicly update or revise any
forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or
other changes after the date of this proxy statement, except as required by applicable law.
For a further discussion of these and other factors
that could cause the Company’s future results, performance or transactions to differ significantly from those expressed in any forward-looking
statement, please see the section entitled “Risk Factors” in the Company’s Annual Reports on Form 10-K for the
years ended December 31, 2021 and December 31, 2022, as filed with the SEC on March 29, 2022 and March 29, 2023, respectively, the Company’s
Quarterly Reports on Form 10-Q as filed with the SEC on May 13, 2022, August 10, 2022, November 14, 2022, May 15, 2023 and August 11,
2023 and in other reports the Company files with the SEC. You should not place undue reliance on any forward-looking statements, which
are based only on information currently available to the Company (or to third parties making the forward-looking statements).
QUESTIONS AND ANSWERS ABOUT THE MEETING
The questions and answers below highlight only
selected information from this proxy statement and only briefly address some commonly asked questions about the Meeting and the proposals
to be presented at the Meeting. The following questions and answers do not include all the information that is important to the Company’s
shareholders. Shareholders are urged to read carefully this entire proxy statement, including Annex A and the other documents referred
to herein, to fully understand the proposal to be presented at the Meeting and the voting procedures for the Meeting, which will be held
on October 19, 2023, at [ ], Eastern Time. The Meeting will be held at the offices of Ellenoff Grossman & Schole LLP located at 1345
Avenue of the Americas, 11th Floor, New York, NY 10105, and via a virtual meeting, or at such other time, on such other
date and at such other place to which the meeting may be adjourned. We will also be hosting the Meeting via live webcast on the Internet.
You will not be required to attend the meeting in person in order to vote, and we encourage virtual participation. You can participate
in the Meeting, vote, and submit questions via live webcast by visiting [ ].
Q: | Why am I receiving this
proxy statement? |
A: | The Company is a blank check
company incorporated as a Cayman Islands exempted company on June 18, 2021 for the purpose of effecting a merger, share exchange, asset
acquisition, share purchase, reorganization or other similar business combination with one or more businesses or entities. On January
21, 2022, the Company consummated its initial public offering of 8,625,000 Units, each consisting of one Class A Ordinary Share and one
right to receive one-tenth (1/10) of one Class A Ordinary Share upon the consummation of an initial business combination, generating
an aggregate amount of gross proceeds of $86,250,000. Simultaneously with the closing of the initial public offering, the Company consummated
the private placement of an aggregate of 388,750 Private Placement Units, each consisting of one Class A Ordinary Share and one right
to receive one-tenth (1/10) of one Class A Ordinary Share upon the consummation of an initial business combination, generating
gross proceeds of $3,887,500. The total offering generated an aggregate amount of gross proceeds of $87,112,500 to the Company. |
Like most blank check companies, the Company’s Memorandum and
Articles of Association provide for the return of the initial public offering proceeds held in the Trust Account to the holders of Public
Shares sold in the initial public offering if there is no qualifying Business Combination(s) consummated on or before the Termination
Date.
The Company believes that it is in the best interests of the Company’s
shareholders to continue the Company’s existence until the Charter Extension Date if necessary in order to allow the Company additional
time to complete the Business Combination and is therefore holding this Meeting.
Q: | When and where is the Meeting? |
A: | The Meeting will be held at
the offices of Ellenoff Grossman & Schole LLP located at 1345 Avenue of the Americas, New York, NY 10105. We will also be hosting
the Meeting via live webcast on the Internet at [ ]. The webcast will start at [ ] Eastern Time, on October
19, 2023. |
Q: | Can I attend the Meeting
in person? |
A: | Yes. The Meeting will be held
at the offices of Ellenoff Grossman & Schole LLP located at 1345 Avenue of the Americas, New York, NY 10105. We will also be hosting
the Meeting via live webcast on the Internet. The webcast will start at [ ] Eastern Time, on October 19, 2023. Any
shareholder can listen to and participate in the Meeting live via the Internet at [ ]. Shareholders may vote
and submit questions while connected to the Meeting on the Internet with the voter control number included on your proxy card. |
Q: | What do I need in order
to be able to participate in the Meeting online? |
A: | You can attend the Meeting
via the Internet by visiting [ ]. You will need the voter control number included on your proxy card in order
to be able to vote your shares or submit questions during the Meeting. If you do not have a voter control number, you will be able to
listen to the meeting only and you will not be able to vote or submit questions during the Meeting. |
Q: | What are the specific proposals
on which I am being asked to vote at the Meeting? |
A: | The Company’s shareholders
are being asked to consider and vote on the following proposals: |
| 1. | Proposal No. 1 — Extension
Amendment Proposal — To amend, by way of special resolution, the Company’s Memorandum and Articles of Association to
give the Company’s Board the right to extend the Termination Date from October 21, 2023 on a monthly basis up to fifteen (15) times
until January 21, 2025, or for a total of up to fifteen (15) months after the Original Termination Date (or such earlier date as determined
by the Board); |
| 3. | Proposal No. 2 — Auditor
Ratification Proposal — To ratify the selection by our Audit Committee of UHY to serve as our independent registered public
accounting firm for the year ending December 31, 2023; and |
| 4. | Proposal No. 3 — Adjournment
Proposal — To adjourn the Meeting to a later date or dates or indefinitely, if necessary, to permit further solicitation and
vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any of the foregoing
proposals. For the avoidance of doubt, if put forth at the Meeting, the Adjournment Proposal will be the first and only proposal voted
on and the Extension Amendment Proposal and the Auditor Ratification Proposal will not be submitted to the shareholders for a vote. |
Q: | Are the proposals conditioned
on one another? |
A: | If the Charter Extension is implemented and one or more of
the Company’s shareholders elect to redeem their Public Shares pursuant to the Redemption, the Company will remove from the Trust
Account and deliver to the holders of such redeemed Public Shares an amount equal to the pro rata portion of funds, including interest
earned but net of taxes payable, available in the Trust Account with respect to such redeemed Public Shares, and retain the remainder
of the funds in the Trust Account for the Company’s use in connection with consummating the Business Combination on or before the
Charter Extension Date. |
If the Extension Amendment Proposal is approved and the Charter Extension
is implemented, the removal from the Trust Account of the amount equal to the pro rata portion of funds available in the Trust Account
with respect to such redeemed Public Shares will reduce the Company’s net asset value. The Company cannot predict the amount that
will remain in the Trust Account following the Redemption if the Charter
Extension Amendment Proposal is approved and the Charter Extension
is implemented, and the amount remaining in the Trust Account may be only a small fraction of the approximately $[ ] million that was
in the Trust Account as of the Record Date.
Additionally, if the Extension Amendment Proposal is approved and implemented,
the Sponsor or its designees has agreed to contribute to the Company as a loan the lesser of $50,000 per month for each calendar month
(commencing on October 21, 2023 and on the 21st day of each subsequent month) until the Charter Extension Date, or portion
thereof, that is needed to complete a Business Combination, for up to an aggregate of $750,000, which amount will be deposited into the
Trust Account. Accordingly, the amount deposited per share will depend on the number of Public Shares that remain outstanding after redemptions
in connection with the Extension and the length of the extension period that will be needed to complete the Business Combination. For
example, if we complete the Business Combination on January 21, 2025, which would represent fifteen (15) calendar months, no Public Shares
are redeemed and all of our Public Shares remain outstanding in connection with the Extension, then the aggregate amount deposited per
share will be approximately $0.74 per share, with the aggregate maximum contribution to the Trust Account being $750,000. However, if
501,302 Public Shares are redeemed and 500,000 of our Public Shares remain outstanding after redemptions in connection with the Extension,
then the amount deposited per share for such fifteen-month period will be approximately $1.50 per share. Assuming the Extension Amendment
Proposal is approved, each monthly Contribution will be deposited into the Trust Account within five (5) business days from the beginning
of the applicable extension month. The Contributions are conditioned upon the implementation of the Charter Extension. The Contributions
will not be made if the Extension Amendment Proposal is not approved or the extension is not completed. The amount of the Contributions,
which are loans, will not bear interest and will be repayable by us to the Sponsor or its designees upon consummation of a Business Combination.
If the Sponsor or its designees advises us that it does not intend to make the Contributions, then the Extension Amendment Proposal and
the Adjournment Proposal will not be put before the shareholders at the Meeting and we will wind up, liquidate and dissolve in accordance
with the Memorandum and Articles of Association. Our Board will have the sole discretion whether to extend for additional calendar months
following October 21, 2023 until January 21, 2025 and if our Board determines not to continue extending for additional calendar months,
the Sponsor or its designees will not make any additional Contributions following such determination.
If the Extension Amendment Proposal is not approved and the Business
Combination is not completed on or before the Original Termination Date, October 21, 2023, as contemplated by and in accordance with the
Memorandum and Articles of Association, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly
as reasonably possible but not more than ten business days thereafter, subject to lawfully available funds therefor, redeem the Public
Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest
earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations, if any (less up to
$100,000 of interest to pay winding up and dissolution expenses), divided by the number of the then-outstanding Public Shares, which redemption
will completely extinguish rights of the holders of Public Shares (including the right to receive further liquidation distributions, if
any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining
shareholders and the Board, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to the Company’s obligations under
Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
The Sponsor has waived its rights to participate in any liquidating
distribution with respect to its 2,156,250 Founder Shares.
The Auditor Ratification Proposal is not conditioned on the approval
of the Extension Amendment Proposal or the Adjournment Proposal.
The Adjournment Proposal is not conditioned on the approval of either
of the other three proposals. If any of the Extension Amendment Proposal or the Auditor Ratification Proposal is not approved by the Company’s
shareholders, the Company may put the Adjournment Proposal to a vote in order to seek additional time to obtain sufficient votes in support
of the Charter Extension or the Auditor Ratification Proposal.
Q: |
Why is the Company proposing the Extension Amendment Proposal and the Adjournment Proposal? |
A: | The Company’s Memorandum
and Articles of Association provide for the return of the initial public offering proceeds held in trust to the holders of Public Shares
sold in the initial public offering if there is no qualifying Business Combination consummated on or before the Original Termination
Date. As explained below, we will not be able to complete a Business Combination by that date. Without the Charter Extension, the Company
believes that the Company will not be able to complete the Business Combination on or before the Original Termination Date. If that were
to occur, the Company would be forced to liquidate on the Original Termination Date. Accordingly, the Board is proposing the Extension
Amendment to extend the Company’s corporate existence until the Charter Extension Date. |
The Company believes that given its expenditure of time, effort and
money on finding a Business Combination, circumstances warrant providing public shareholders an opportunity to consider the Business Combination.
Accordingly, the Board is proposing the Extension Amendment Proposal to amend our Memorandum and Articles of Association in the form set
forth in Annex A hereto to, among other things, (i) extend the date by which we must (a) consummate a Business Combination, (b) cease
our operations if we fail to complete such Business Combination, and (c) redeem or repurchase 100% of the Public Shares sold in our initial
public offering from October 21, 2023 to January 21, 2025 (or such earlier date as determined by the Board) and (ii) to provide for the
right of a holder of Class B Ordinary Shares to convert into Class A Ordinary Shares on a one-for-one basis at any time prior to the closing
of a Business Combination at the option of a holder of Class B Ordinary Shares.
If any of the Extension Amendment Proposal or the Auditor Ratification
Proposal is not approved by the Company’s shareholders, the Company may put the Adjournment Proposal to a vote in order to seek
additional time to obtain sufficient votes in support of the Extension Amendment Proposal or the Auditor Ratification Proposal. If the
Adjournment Proposal is not approved by the Company’s shareholders, the Board may not be able to adjourn the Meeting to a later
date or dates in the event that there are insufficient votes for, or otherwise in connection with, the approval of the other proposals.
For the avoidance of doubt, if put forth at the Meeting, the Adjournment Proposal will be the first and only proposal voted on and the
Extension Amendment Proposal and the Auditor Ratification Proposal will not be submitted to the shareholders for a vote.
Q: | What vote is required to
approve the proposals presented at the Meeting? |
A: | The approval of the Extension
Amendment Proposal requires a special resolution, being the affirmative vote of a majority of at least two thirds (2/3) of the votes
which are cast by of those holders of the Ordinary Shares, voting as a single class, who, being entitled to do so, vote in person or
by proxy at the Meeting. |
Approval of each of the Auditor Ratification Proposal and the Adjournment
Proposal (if put forth to the Meeting) requires the affirmative vote of a simple majority of the votes cast by the holders of the Ordinary
Shares present themselves or represented by proxy at the Meeting and entitled to vote thereon.
A shareholder of the Company who attends the Meeting, either in person
or by proxy (or, if a corporation or other non-natural person, by sending its duly authorized representative or proxy), will be counted
(and the number of Ordinary Shares held by such shareholder will be counted) for the purposes of determining whether a quorum is present
at the Meeting. The presence, in person or by proxy or by duly authorized representative, at the Meeting of the holders of one-third of
all issued and outstanding Ordinary Shares entitled to attend and vote at the Meeting shall constitute a quorum for the Meeting.
At the Meeting, only those votes which are actually cast, either “FOR”
or “AGAINST”, the Extension Amendment Proposal, the Auditor Ratification Proposal or the Adjournment Proposal, will be counted
for the purposes of determining whether the Extension Amendment Proposal, the Auditor Ratification Proposal or the Adjournment Proposal
(as the case may be) are approved, and any Ordinary Shares which are not voted at the Meeting will have no effect on the outcome of such
votes. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast
and will have no effect on the outcome of the vote on the Extension Amendment Proposal, the Auditor Ratification Proposal or the Adjournment
Proposal.
Q: | Why should I vote “FOR”
the Extension Amendment Proposal? |
A: | The Company believes shareholders
will benefit from the Company consummating the Business Combination and is proposing the Extension Amendment Proposal to extend the date
by which the Company has to complete the Business Combination until the Charter Extension Date. Without the Charter Extension, the Company
believes that the Company will not be able to complete the Business Combination on or before the Original Termination Date. If that were
to occur, the Company would be forced to liquidate on the Original Termination Date. |
Q: | Why should I vote “FOR”
the Auditor Ratification Proposal? |
A: | UHY has served as the Company’s
independent registered public accounting firm since 2021. Our Audit Committee and Board believe that stability and continuity in the
Company’s auditor is important as we continue to search for and complete the Business Combination. Our Board recommends that you
vote in favor of the Auditor Ratification Proposal. |
Q: | Why should I vote “FOR”
the Adjournment Proposal? |
A: | If the Adjournment Proposal
is not approved by the Company’s shareholders, the Board may not be able to adjourn the Meeting to a later date or dates in the
event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal, or the
Auditor Ratification Proposal. |
If presented, the Board recommends that you vote
in favor of the Adjournment Proposal.
Q: | If the Extension Amendment
Proposal is approved, what happens next? |
A: | If the Extension Amendment
Proposal is approved, the Extension will be implemented, the Withdrawal Amount will be removed from the Trust Account and distributed
to redeeming shareholders and the Sponsor may consummate the Founder Conversion. |
We are seeking the Extension Amendment to provide us additional time
to complete a Business Combination.
Upon approval of the Extension
Amendment Proposal by the affirmative vote of at least two-thirds of the shareholders entitled to vote who attend and vote at a
general meeting of the Company, we will file the proposed amendment to the Amended and Restated Memorandum and Articles of
Association in the form set forth in Annex A hereto. We will remain a reporting company under the Exchange Act and our units,
ordinary shares and rights will remain publicly traded. The Company will then continue to work to consummate a Business Combination
by the Extended Date.
Q: | How will the Sponsor and
the Company’s directors and officers vote? |
A: | The Sponsor and the Company’s
directors and officers have advised the Company that they intend to vote any Ordinary Shares over which they have voting control in favor
of the Extension Amendment Proposal, the Auditor Ratification Proposal and, if necessary, the Adjournment Proposal. |
The Sponsor and the Company’s directors and officers and their
respective affiliates are not entitled to redeem any Class B Ordinary Shares or Class A Ordinary Shares held by them in connection with
the Extension Amendment Proposal. On the Record Date, the Sponsor and the Company’s directors and officers and their respective
affiliates beneficially owned and were entitled to vote an aggregate of 345,625 Class A Ordinary Shares and 2,156,250 Class B Ordinary
Shares, collectively representing approximately 68.95% of the Company’s issued and outstanding Ordinary Shares.
In addition, the Sponsor may enter into arrangements with a limited
number of shareholders pursuant to which such shareholders would agree not to redeem the Public Shares beneficially owned by them in connection
with the Extension Amendment Proposal. The Sponsor may provide such shareholders either Company securities or membership interests in
the Sponsor or other consideration pursuant to such arrangements.
Q: | What if I do not want to
vote “FOR” the Extension Amendment Proposal, the Auditor Ratification Proposal or the Adjournment Proposal? |
A: | If you do not want the Extension
Amendment Proposal, the Auditor Ratification Proposal or the Adjournment Proposal to be approved, you may “ABSTAIN”, not
vote, or vote “AGAINST” such proposal. |
If you attend the Meeting in person or by proxy, you may vote “AGAINST”
the Extension Amendment Proposal, the Auditor Ratification Proposal or the Adjournment Proposal, and your Ordinary Shares will be counted
for the purposes of determining whether the Extension Amendment Proposal, the Auditor Ratification Proposal or the Adjournment Proposal
(as the case may be) are approved.
However, if you fail to attend the Meeting in person or by proxy, or
if you do attend the Meeting in person or by proxy but you “ABSTAIN” or otherwise fail to vote at the Meeting, your Ordinary
Shares will not be counted for the purposes of determining whether the Extension Amendment Proposal, the Auditor Ratification Proposal
or the Adjournment Proposal (as the case may be) are approved, and your Ordinary Shares which are not voted at the Meeting will have no
effect on the outcome of such votes.
If the Extension Amendment Proposal and the Auditor Ratification Proposal
are approved, the Adjournment Proposal will not be presented for a vote. For the avoidance of doubt, if put forth at the Meeting, the
Adjournment Proposal will be the first and only proposal voted on and the Extension Amendment Proposal and the Auditor Ratification Proposal
will not be submitted to the shareholders for a vote.
Q: | Will you seek any further
extensions to liquidate the Trust Account? |
A: | Other than as described in
this proxy statement, the Company does not currently anticipate seeking any further extension to consummate a Business Combination beyond
the Charter Extension Date. |
Q: | What happens if the Extension
Amendment Proposal is not approved? |
A: | If there are insufficient votes
to approve the Extension Amendment Proposal, the Company may put the Adjournment Proposal to a vote in order to seek additional time
to obtain sufficient votes in support of the Extension Amendment Proposal. For the avoidance of doubt, if put forth at the Meeting, the
Adjournment Proposal will be the first and only proposal voted on and the Extension Amendment Proposal and the Auditor Ratification Proposal
will not be submitted to the shareholders for a vote. |
If the Extension Amendment Proposal is not approved at the Meeting
or at any adjournment thereof and the Business Combination is not completed on or before the Original Termination Date, then as contemplated
by and in accordance with the Memorandum and Articles of Association, the Company will (i) cease all operations except for the purpose
of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, subject to lawfully available funds
therefor, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust
Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations,
if any (less up to $100,000 of interest to pay winding up and dissolution expenses), divided by the number of the then-outstanding Public
Shares, which redemption will completely extinguish rights of the holders of Public Shares (including the right to receive further liquidation
distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s
remaining shareholders and the Board, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to the Company’s obligations
under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
Q: | If the Extension Amendment
Proposal is approved, what happens next? |
A: | If the Extension Amendment
Proposal is approved, the Company will continue to attempt to consummate the Business Combination until the Charter Extension Date. The
Company will file an amendment to its Memorandum and Articles of Association with Cayman Islands in substantially the form that appears
in Annex A hereto and will continue its efforts to obtain approval of the Business Combination at a Meeting and consummate the closing
of the Business Combination on or before the Charter Extension Date. |
If the Extension Amendment Proposal is approved and the Charter Extension
is implemented, the removal from the Trust Account of the amount equal to the pro rata portion of funds available in the Trust Account
with respect to such redeemed Public Shares will reduce the amount remaining in the Trust Account and increase the percentage interest
of the Company held by the Company’s officers, directors, the Sponsor and its affiliates.
Additionally, if the Extension Amendment Proposal is approved and implemented,
the Sponsor or its designees has agreed to contribute to the Company as a loan the lesser of $50,000 per month for each calendar month
(commencing on October 21, 2023 and on the 21st day of each subsequent month) until the Charter Extension Date, or portion
thereof, that is needed to complete a Business Combination, for up to an aggregate of $750,000, which amount will be deposited into the
Trust Account. Accordingly, the amount deposited per share will depend on the number of Public Shares that remain outstanding after redemptions
in connection with the Extension and the length of the extension period that will be needed to complete the Business Combination. For
example, if we complete the Business Combination on January 21, 2025, which would represent fifteen (15) calendar months, no Public Shares
are redeemed and all of our Public Shares remain outstanding in connection with the Extension, then the aggregate amount deposited per
share will be approximately $0.74 per share, with the aggregate maximum contribution to the Trust Account being $750,000. However, if
501,302 Public Shares are redeemed and 500,000 of our Public Shares remain outstanding after redemptions in connection with the Extension,
then the amount deposited per share for such fifteen-month period will be approximately $1.50 per share. Assuming the Extension Amendment
Proposal is approved, each monthly Contribution will be deposited into the Trust Account within five (5) business days from the beginning
of the applicable extension month. The Contributions are conditioned upon the implementation of the Charter Extension. The Contributions
will not be made if the Charter Extension is not approved or the extension is not completed. The amount of the Contributions, which are
loans, will not bear interest and will be repayable by us to the Sponsor or its designees upon consummation of a Business Combination.
If the Sponsor or its designees advises us that it does not intend to make the Contributions, then the Extension Amendment Proposal and
the Adjournment Proposal will not be put before the shareholders at the Meeting and we will wind up, liquidate and dissolve in accordance
with the Memorandum and Articles of Association. Our Board will have the sole discretion whether to extend for additional calendar months
following October 21, 2023 until January 21, 2025 and if our Board determines not to continue extending for additional calendar months,
the Sponsor or its designees will not make any additional Contributions following such determination.
Notwithstanding shareholder approval of the Extension Amendment Proposal,
our Board will retain the right to abandon and not implement the Extension Amendment at any time without any further action by our shareholders.
Q: | If I vote for or against
the Extension Amendment Proposal, do I need to request that my shares be redeemed? |
A: | Yes. Whether you vote for or
against the Extension Amendment Proposal, or do not vote at all, you may elect to redeem your shares. However, you will need to submit
a redemption request for your shares if you choose to redeem. |
Q: | Will how I vote affect my
ability to exercise Redemption rights? |
A: | No. You may exercise your Redemption
rights whether or not you are a holder of Public Shares on the Record Date (so long as you are a holder at the time of exercise), or
whether you are a holder and vote your Public Shares on the Extension Amendment Proposal (for or against) or any other proposal described
by this proxy statement. As a result, the Charter Extension can be approved by shareholders who will redeem their Public Shares and no
longer remain shareholders, leaving shareholders who choose not to redeem their Public Shares holding shares in a company with a potentially
less liquid trading market, fewer shareholders, potentially less cash and the potential inability to meet the listing standards of the
Nasdaq Global Market. |
Q: | May I change my vote after
I have mailed my signed proxy card? |
A: | Yes. You may change your vote
by: |
| ● | entering a new vote by Internet
or telephone; |
| ● | sending a later-dated, signed
proxy card to AIB Acquisition Corporation, 875 Third Avenue, Suite M204A, New York, New York, 10022, Attn: Eric Chen, Chief Executive
Officer, so that it is received by the Company’s Chief Executive Officer on or before the Meeting; or |
| ● | attending and voting, virtually
via the Internet, during the Meeting. |
You also may revoke your proxy by sending a notice of revocation to
the Company’s Chief Executive Officer, which must be received by the Company’s Chief Executive Officer on or before the Meeting.
Attending the Meeting will not cause your previously granted proxy to be revoked unless you specifically so request.
A: | Votes will be counted by the
inspector of election appointed for the Meeting, who will separately count “FOR” and “AGAINST” votes, “ABSTAIN”
and broker non-votes. The approval of the Extension Amendment Proposal requires a special resolution, being the affirmative vote of a
majority of at least two thirds (2/3) of the votes which are cast by of those holders of Ordinary Shares, voting as a single class, who,
being entitled to do so, vote in person or by proxy at the Meeting. Approval of each of the Auditor Ratification Proposal and the Adjournment
Proposal (if put forth at the Meeting) requires the affirmative vote of a simple majority of the votes cast by the holders of the Ordinary
Shares present themselves or represented by proxy at the Meeting and entitled to vote thereon. |
Shareholders who attend the Meeting, either in person or by proxy (or,
if a corporation or other non-natural person, by sending their duly authorized representative or proxy), will be counted (and the number
of Ordinary Shares held by such shareholders will be counted) for the purposes of determining whether a quorum is present at the Meeting.
The presence, in person or by proxy or by duly authorized representative, at the Meeting of the holders of one-third of all issued and
outstanding Ordinary Shares entitled to attend and vote at the Meeting shall constitute a quorum for the Meeting.
At the Meeting, only those votes which are actually cast, either “FOR”
or “AGAINST”, the Extension Amendment Proposal, the Auditor Ratification Proposal or the Adjournment Proposal, will be counted
for the purposes of determining whether each of the proposals is approved, and any Ordinary Shares which are not voted at the Meeting
will have no effect on the outcome of such votes. Abstentions and broker non-votes, while considered present for the purposes of establishing
a quorum, will not count as votes cast and will have no effect on the outcome of the vote on any of the proposals.
Q: |
If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me? |
A: | No. Under the rules of various
national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters
unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank,
or nominee. |
The Company believes that the Extension Amendment Proposal and the
Adjournment Proposal, if presented to the shareholders at this Meeting, will be considered non-discretionary and, therefore, your broker,
bank, or nominee cannot vote your shares without your instruction on these proposals presented at the Meeting. If you do
not provide instructions with your proxy card, your broker, bank, or other nominee may deliver a proxy card expressly indicating that
it is NOT voting your shares. This indication that a broker, bank, or nominee is not voting your shares is referred to as a “broker
non-vote.” Broker non-votes will be counted for the purposes of determining the existence of a quorum. Your bank, broker or other
nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance
with directions you provide. Broker non-votes will have no effect on the outcome of any vote on any of the proposals.
In contrast, brokerage firms generally have the authority to vote shares
not voted by customers on certain “routine” matters, including the ratification of an independent registered public accounting
firm. Accordingly, at the Meeting, your shares may be voted by your brokerage firm for the Auditor Ratification Proposal.
Q: | What constitutes a quorum
at the Meeting? |
A: | The holders of at least a majority
of the Ordinary Shares entitled to vote as of the Record Date at the Meeting must be present, in person or by proxy (or, in the case
of a holder which is a corporation or other non-natural person, by its duly authorized representative or proxy), at the Meeting to constitute
a quorum and in order to conduct business at the Meeting. Abstentions and broker non-votes will be counted as present for the purpose
of determining a quorum. The Sponsor owns approximately 68.95% of the Company’s issued and outstanding Ordinary Shares, which will
count towards this quorum. As a result, no additional Class A Ordinary Shares would be required to achieve a quorum. |
A: | If you were a holder of record
of Ordinary Shares on September 27, 2023, the Record Date for the Meeting, you may vote with respect to the proposal yourself at the
Meeting, or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. |
Voting by Mail. By signing the proxy card and returning it in
the enclosed prepaid and addressed envelope, you are authorizing the individuals named on the proxy card to vote your shares at the Meeting
in the manner you indicate. You are encouraged to sign and return the proxy card even if you plan to attend the Meeting so that your shares
will be voted if you are unable to attend the Meeting. If you receive more than one proxy card, it is an indication that your shares are
held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. Votes submitted by mail
must be received by [ ], Eastern Time, on October 19, 2023.
Voting by Internet. Shareholders who have received a copy of
the proxy card by mail may be able to vote over the Internet by visiting the web address on the proxy card and entering the voter control
number included on your proxy card.
Voting by Telephone. If preferred, shareholders can listen to
the meeting by dialing: [ ] (toll-free) within the U.S. and Canada, or [ ] (standard rates apply) outside of the U.S. and Canada. When
prompted, enter the pin number [ ]. This is a listen-only option, and you will not be able to vote or enter questions during the meeting.
Q: | Does the Board recommend
voting “FOR” the approval of the Extension Amendment Proposal, the Auditor Ratification Proposal and the Adjournment Proposal? |
A: | Yes. After careful consideration
of the terms and conditions of the Extension Amendment Proposal, the Board has determined that the Extension Amendment Proposal is in
the best interests of the Company and its shareholders. The Board recommends that the Company’s shareholders vote “FOR”
the Extension Amendment Proposal. |
Additionally, the Board has determined that the Auditor Ratification
Proposal and, if presented, the Adjournment Proposal is in the best interests of the Company and its shareholders and recommends that
the Company’s shareholders vote “FOR” the Auditor Ratification Proposal and “FOR” the Adjournment Proposal,
if presented.
Q: | What interests do the Company’s
Sponsor, directors and officers have in the approval of the proposals? |
A: | The Company’s Sponsor,
directors and officers have interests in the proposals that may be different from, or in addition to, your interests as a shareholder.
These interests include, among others, ownership, directly or indirectly through the Sponsor, of Ordinary Shares and Private Placement
Units. See the section entitled “The Meeting — Interests of the Sponsor, Directors and Officers” in this proxy
statement. |
Q: | Do I have appraisal rights
or dissenters’ rights if I object to the Extension Amendment Proposal? |
A: | No. There are no appraisal
rights available to the Company’s shareholders in connection with the Extension Amendment Proposal. |
Q: | If I am a public unit holder, can I exercise
redemption rights with respect to my units? |
No. Holders of outstanding
public units must separate the underlying public shares and public rights prior to exercising redemption rights with respect to the public
shares.
If you hold units registered
in your own name, you must deliver the certificate (physically or electronically) for such units to Continental, our transfer agent, with
written instructions to separate such units into public shares and public rights. This must be completed far enough in advance to permit
the delivery of the public share certificates back to you so that you may then exercise your redemption rights upon the separation of
the units into public shares and public rights. See “How do I exercise my redemption rights?” below.
Q: | What do I need to do now? |
A: | You are urged to read carefully
and consider the information contained in this proxy statement, including Annex A, and to consider how each of the proposals will affect
you as a shareholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement and
on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form
provided by the broker, bank or nominee. |
Q: | How do I exercise my redemption
rights? |
A: | In connection with the Extension
Amendment Proposal and contingent upon the effectiveness of the implementation of the Charter Extension, the Company’s shareholders
may seek to redeem all or a portion of their Public Shares for a 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 as of two business days prior to the Meeting,
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 January 18, 2022,
filed in connection with the Company’s initial public offering. |
In order to exercise your redemption rights, you must, on or before
5:00 p.m., Eastern Time, on October 17, 2023 (two business days before the Meeting), tender your shares physically or electronically
and submit a request in writing that the Company redeem your Public Shares for cash to Continental Stock Transfer & Trust Company,
LLC, the Company’s transfer agent, at the following address:
Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, New York 10004
Attn: SPAC Redemption Team
E-mail: spacredemptions@continentalstock.com
Shareholders of the Company seeking to exercise their redemption rights
and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the transfer agent and time
to effect delivery. It is the Company’s understanding that its shareholders should generally allot at least two weeks to obtain
physical certificates from the transfer agent. However, the Company does not have any control over this process and it may take longer
than two weeks. Shareholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to
have the shares certificated or delivered electronically.
Shareholders of the Company 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 business days
prior to the vote on the proposal to approve the Extension Amendment Proposal at the 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 Meeting ensures that a redeeming shareholder’s election to redeem is irrevocable
once the Extension 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.
Q: | What should I do if I receive
more than one set of voting materials for the Meeting? |
A: | You may receive more than one
set of voting materials for the Meeting, including multiple copies of this proxy statement and multiple proxy cards or voting instruction
cards. 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. If you are a holder of record and your shares are registered in more than one name,
you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you
receive in order to cast your vote with respect to all of your shares. |
Q: | Who will solicit and pay
the cost of soliciting proxies for the Meeting? |
A: | The Company will pay the cost
of soliciting proxies for the Meeting. The Company has engaged Advantage Proxy, Inc. (“Advantage Proxy”) to assist
in the solicitation of proxies for the Meeting. The Company has agreed to pay Solicitor’s customary fees, plus disbursements, and
indemnify Solicitor against certain damages, expenses, liabilities or claims relating to its services as the Company’s proxy solicitor.
In addition to these mailed proxy materials, our directors and executive officers may also solicit proxies in person, by telephone or
by other means of communication. These parties will not be paid any additional compensation for soliciting proxies. The Company may also
reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners. While the payment
of these expenses will reduce the cash available to us to consummate an initial business combination if the Extension is approved, we
do not expect such payments to have a material effect on our ability to consummate an initial business combination. |
Q: | Who can help answer my questions? |
A: | If you have questions about
the proposals or if you need additional copies of this proxy statement or the enclosed proxy card you should contact: |
AIB Acquisition Corporation
875 Third Avenue, Suite M204A
New York, New York, 10022
You may also contact the proxy solicitor for the
Company at:
Advantage Proxy, Inc.
PO Box 10904
Yakima, WA 98909
Attn: Karen Smith
Toll Free Telephone: (877) 870-8565
Main Telephone: (206) 870-8565
E-mail: ksmith@advantageproxy.com
To obtain timely delivery, shareholders must request the materials
no later than October 16, 2023, or 72 hours prior to the date of the Meeting. You may also 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.”
If you intend to seek redemption of your Public Shares, you will need
to send a letter demanding redemption and deliver your Public Shares (either physically or electronically) to the transfer agent on or
before 5:00 p.m., Eastern Time, on October 17, 2023 (two business days before the Meeting) in accordance with the procedures detailed
under the question “How do I exercise my redemption rights?” If you have questions regarding the certification of your
position or delivery of your Public Shares, please contact the transfer agent:
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
Attn: Mark Zimkind
Email: mzimkind@continentalstock.com
RISK FACTORS
You should consider carefully all of the risks
described in our Annual Reports on Form 10-K for the years ended December 31, 2021 and December 31, 2022, as filed with the SEC on March
29, 2022 and March 29, 2023, respectively, the Company’s Quarterly Reports on Form 10-Q as filed with the SEC on May 13, 2022, August
10, 2022, November 14, 2022, May 15, 2023 and August 11, 2023 and in other reports the Company files 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.
There are no assurances that the Extension Amendment Proposal
will enable us to complete the Business Combination.
Approving the Extension Amendment Proposal involves
a number of risks. Even if the Extension Amendment Proposal is approved, the Company can provide no assurances that the Business Combination
will be consummated prior to the Charter Extension Date. Our ability to consummate any Business Combination is dependent on a variety
of factors, many of which are beyond our control. If the Extension Amendment Proposal is approved, the Company expects to seek shareholder
approval of the Business Combination. We are required to offer shareholders the opportunity to redeem shares in connection with the Extension
Amendment, and we will be required to offer shareholders redemption rights again in connection with any shareholder vote to approve the
Business Combination. Even if the Extension Amendment Proposal or the Business Combination are approved by our shareholders, it is possible
that redemptions will leave us with insufficient cash to consummate a Business Combination on commercially acceptable terms, or at all.
The fact that we will have separate redemption periods in connection with the Charter Extension and the Business Combination vote could
exacerbate these risks. Other than in connection with a redemption offer or liquidation, our shareholders may be unable to recover their
investment except through sales of our shares on the open market. The price of our shares may be volatile, and there can be no assurance
that shareholders will be able to dispose of our shares at favorable prices, or at all.
A 1% U.S. federal excise tax may decrease the value of our securities
following our initial Business Combination, hinder our ability to consummate an initial Business Combination, and decrease the amount
of funds available for distribution in connection with a liquidation.
Pursuant to the Inflation Reduction Act of 2022
(the “IR Act”), commencing in 2023, a 1% U.S. federal excise tax is imposed on certain repurchases (including redemptions)
of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations.
The excise tax would apply with respect to redemptions of shares in connection with a Business Combination or other shareholder vote pursuant
to which shareholders would have a right to submit their shares for redemption (a “Redemption Event”). The excise tax
is imposed on the repurchasing corporation and not on its shareholders. The amount of the excise tax is equal to 1% of the fair market
value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations
are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the
same taxable year. The U.S. Department of the Treasury (the “Treasury Department”) has authority to promulgate regulations
and provide other guidance regarding the excise tax. In December 2022, the Treasury Department issued Notice 2023-2, indicating its intention
to propose such regulations and issuing certain interim rules on which taxpayers may rely (the “Notice”). Under the
interim rules, liquidating distributions made by publicly traded domestic corporations are exempt from the excise tax. In addition, any
redemptions that occur in the same taxable year as a liquidation is completed will also be exempt from such tax.
As described in the section below entitled
“Proposals No. 1 — The Extension Amendment Proposal — Redemption Rights”, if the deadline for us to complete
a Business Combination (currently October 21, 2023) is extended, our public shareholders will have the right to require us to redeem
their Public Shares. Because we are a Cayman Islands company, any redemption or other repurchase that occurs in connection with an
initial Business Combination — particularly one that involves our combination with a U.S. entity and/or our re-domestication
as a U.S. corporation — may be subject to the excise tax. The extent to which we would be subject to the excise tax in
connection with a Redemption Event would depend on a number of factors, including: (i) the fair market value of the redemptions and
repurchases in connection with the Redemption Event, (ii) the nature and amount of any “PIPE” or other equity issuances
in connection with the Business Combination (or otherwise issued not in connection with the Redemption Event but issued within the
same taxable year of the Business Combination), (iii) if we fail to timely consummate a Business Combination and liquidate in a
taxable year following a Redemption Event and (iv) the content of any proposed or final regulations and other guidance from the
Treasury Department. In addition, because the excise tax would be payable by us and not by the redeeming holders, the mechanics of
any required payment of the excise tax remains to be determined. Any excise tax payable by us in connection with a Redemption Event
may cause a reduction in the cash available to us to complete a Business Combination and could affect our ability to complete a
Business Combination.
Changes to laws or regulations or in how such laws or regulations
are interpreted or applied, or a failure to comply with any laws, regulations, interpretations or applications, may adversely affect our
business, including our ability to negotiate and complete the Business Combination.
We are subject to the laws and regulations, and
interpretations and applications of such laws and regulations, of national, regional, state and local governments and, potentially, non-U.S.
jurisdictions. In particular, we are required to comply with certain SEC and potentially other legal and regulatory requirements, and
our consummation of the Business Combination may be contingent upon our ability to comply with certain laws, regulations, interpretations
and applications and any post-Business Combination company may be subject to additional laws, regulations, interpretations and applications.
Compliance with, and monitoring of, the foregoing may be difficult, time consuming and costly. Those laws and regulations and their interpretation
and application may also change from time to time, and those changes could have a material adverse effect on our business, including our
ability to negotiate and complete the Business Combination. A failure to comply with applicable laws or regulations, as interpreted and
applied, could have a material adverse effect on our business, including our ability to negotiate and complete the Business Combination.
The SEC has, in the past year, adopted certain rules and may, in the future adopt other rules, which may have a material effect on our
activities and on our ability to consummate the Business Combination, including the SPAC Rule Proposals described below.
In March 2022, the SEC issued proposed rules relating to certain
activities of SPACs. Certain of the procedures that we, a potential Business Combination target, or others may determine to undertake
in connection with such proposals may increase our costs and the time needed to complete the Business Combination and may constrain the
circumstances under which we could complete the Business Combination. The need for compliance with the SPAC Rule Proposals may cause us
to liquidate the funds in the Trust Account or liquidate the Company at an earlier time than we might otherwise choose.
On March 30, 2022, the SEC issued proposed rules (the
“SPAC Rule Proposals”) relating, among other things, to disclosures in SEC filings in connection with Business
Combination transactions between SPACs such as us and private operating companies; the financial statement requirements applicable
to transactions involving shell companies; the use of projections by SPACs in SEC filings in connection with proposed Business
Combination transactions; the potential liability of certain participants in proposed Business Combination transactions; and the
extent to which SPACs could become subject to regulation under the Investment Company Act of 1940 (the “Investment Company
Act”), including a proposed rule that would provide SPACs a safe harbor from treatment as an investment company if they
satisfy certain conditions that limit a SPAC’s duration, asset composition, business purpose and activities. The SPAC Rule
Proposals have not yet been adopted, and may be adopted in the proposed form or in a different form that could impose additional
regulatory requirements on SPACs. Certain of the procedures that we, a potential Business Combination target, or others may
determine to undertake in connection with the SPAC Rule Proposals, or pursuant to the SEC’s views expressed in the SPAC Rule
Proposals, may increase the costs and time of negotiating and completing the Business Combination, and may constrain the
circumstances under which we could complete the Business Combination. The need for compliance with the SPAC Rule Proposals may cause
us to liquidate the funds in the Trust Account or liquidate the Company at an earlier time than we might otherwise choose. Were we
to liquidate, our securityholders would lose the investment opportunity associated with an investment in the combined company,
including any potential price appreciation of our securities.
If we are deemed to be an investment company
for purposes of the Investment Company Act, we would be required to institute burdensome compliance requirements and our activities would
be severely restricted. As a result, in such circumstances, unless we are able to modify our activities so that we would not be deemed
an investment company, we may abandon our efforts to complete an initial Business Combination and instead liquidate the Company.
There is currently some uncertainty
concerning the applicability of the Investment Company Act to a SPAC, including a company like ours. As a result, it is possible that
a claim could be made that we have been operating as an unregistered investment company.
If we are deemed to be an investment
company under the Investment Company Act, our activities would be severely restricted. In addition, we would be subject to burdensome
compliance requirements. We do not believe that our principal activities will subject us to regulation as an investment company under
the Investment Company Act. However, if we are deemed to be an investment company and subject to compliance with and regulation under
the Investment Company Act, we would be subject to additional regulatory burdens and expenses for which we have not allotted funds. As
a result, unless we are able to modify our activities so that we would not be deemed an investment company, we may abandon our efforts
to complete an initial Business Combination and instead liquidate the Company. Were we to liquidate, our rights would expire worthless,
and our securityholders would lose the investment opportunity associated with an investment in the combined company, including potential
price appreciation of our securities.
To mitigate the risk that we might be deemed
to be an investment company for purposes of the Investment Company Act, we intend to instruct the trustee to liquidate the investments
held in the Trust Account on or before January 21, 2024 and instead to hold the funds in the Trust Account in an interest-bearing demand
deposit account at a bank until the earlier of the consummation of our initial Business Combination or our liquidation. As a result, following
the liquidation of investments in the Trust Account, we may receive less interest on the funds held in the Trust Account than the interest
we would have received pursuant to our original Trust Account investments, which would reduce the dollar amount our public stockholders
would receive upon any redemption or our liquidation.
The funds in the Trust Account
have, since our initial public offering, 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. To mitigate the risk of us being deemed to be an unregistered investment company (including under the subjective
test of Section 3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment Company Act, we intend to
instruct 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 on or before January 21, 2024 and thereafter to hold all funds in
the Trust Account in an interest-bearing demand deposit account at a bank until the earlier of the consummation of our initial Business
Combination or liquidation. Following such liquidation, we may receive less interest on the funds held in the Trust Account than the interest
we would have received pursuant to our original Trust Account investments; however, interest previously earned on the funds held in the
Trust Account still may be released to us to pay our taxes, if any, and certain other expenses as permitted. Consequently, any decision
to liquidate the investments held in the Trust Account and thereafter to hold all funds in the Trust Account in an interest-bearing demand
deposit account at a national bank could reduce the dollar amount our public stockholders would receive upon any redemption or our liquidation.
Were we to liquidate, our rights would expire worthless, and our securityholders would lose the investment opportunity associated with
an investment in the combined company, including any potential price appreciation of our securities.
In the event that we are deemed
to be an investment company, despite any change in investments in the Trust Account, we may be required to liquidate the Company, and
the longer the period before the investment change, the greater the risk of being considered an investment company.
We may not be able to complete the 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 a business combination with such target. In addition,
regulatory considerations may decrease the pool of potential target companies we may be willing or able to consider.
Among other things, the U.S. Federal Communications
Act prohibits foreign individuals, governments, and corporations from owning more than 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 jurisdictions where national security considerations, involvement in regulated industries (including telecommunications), or in businesses
where a country’s culture or heritage may be implicated. Our Chief Executive Officer, Eric Chen, a Canadian citizen, holds an approximate
65% interest in the Sponsor, and therefore we or our Sponsor may constitute a “foreign person” under CFIUS rules and regulations.
Were we considered to be a “foreign person” under such rules and regulations, any proposed business combination between us
and a U.S. business engaged in a regulated industry or which may affect national security could be subject to such foreign ownership restrictions
and/or CFIUS review.
Although we do not intend to conduct a business
combination with a U.S. business that may affect national security, CFIUS may take a different view and decide to block or delay the business
combination, impose conditions to mitigate national security concerns with respect to the business combination, order us to divest all
or a portion of a U.S. business of the combined company if we had proceeded without first obtaining CFIUS clearance, or impose penalties
if CFIUS believes that the mandatory notification requirement applied. Additionally, the laws and regulations of other U.S. government
entities may impose review or approval procedures on account of any foreign ownership by the Sponsor.
The foreign ownership limitations, and the potential
impact of CFIUS, may prevent us from consummating the business combination with a U.S. target company. If we were to seek an initial business
combination other than the business combination, the pool of potential targets with which it could complete an initial business combination
may be limited as a result of any such regulatory restriction, and we may be adversely affected in terms of competing with other SPACs
that do not have similar ownership issues. Moreover, the process of any government review, whether by CFIUS or otherwise, could be lengthy.
Because we have only a limited time to complete an 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 (plus any
applicable interest accrued). This will also cause you to lose any potential investment opportunity in potential target acquisition and
the chance of realizing future gains on your investment through any price appreciation in the combined company, and our rights will expire
worthless.
THE MEETING
This proxy statement is being provided to shareholders
of the Company as part of a solicitation of proxies by the Board for use at the Meeting of Shareholders to be held on October 19, 2023,
and at any adjournment thereof. This proxy statement contains important information regarding the Meeting, the proposals on which you
are being asked to vote and information you may find useful in determining how to vote and voting procedures.
This proxy statement is being first mailed
on or about [ ], 2023 to all shareholders of record of the Company as of September 27, 2023, the Record Date for the Meeting.
Shareholders of record who owned Ordinary Shares at the close of business on the Record Date are entitled to receive notice of,
attend and vote at the Meeting.
Date, Time and Place of Meeting
The Meeting will be held at [ ], Eastern Time,
on October 19, 2023 at the offices of Ellenoff Grossman & Schole LLP located at 1345 Avenue of the Americas, 11th Floor,
New York, NY 10105, and via live webcast at [ ]. The Meeting may be held at such other date, time and place to which such meeting
may be adjourned, to consider and vote on the proposals.
The Proposals at the Meeting
At the Meeting, shareholders of the Company will
consider and vote on the following proposals:
| 1. | Proposal No. 1 — Extension
Amendment Proposal — To amend, by way of special resolution, the Company’s Memorandum and Articles of Association to
give the Company’s Board the right to extend the Termination Date from October 21, 2023 on a monthly basis up to fifteen (15) times
until January 21, 2025, or for a total of up to fifteen (15) months after the Original Termination Date (or such earlier date as determined
by the Board). |
| 2. | Proposal No. 2 — Auditor
Ratification Proposal — To ratify the selection by our Audit Committee of UHY to serve as our independent registered public
accounting firm for the year ending December 31, 2023. |
| 3. | Proposal No.3 — Adjournment
Proposal — To adjourn the Meeting to a later date or dates or indefinitely, if necessary, to permit further solicitation and
vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any of the foregoing
proposals. For the avoidance of doubt, if put forth at the Meeting, the Adjournment Proposal will be the first and only proposal voted
on and the Extension Amendment Proposal and the Auditor Ratification Proposal will not be submitted to the shareholders for a vote. |
Voting Power; Record Date
As a shareholder of the Company, you have a right
to vote on certain matters affecting the Company. The proposals that will be presented at the Meeting and upon which you are being asked
to vote are summarized above and fully set forth in this proxy statement. You will be entitled to vote or direct votes to be cast at the
Meeting if you owned Ordinary Shares at the close of business on September 27, 2023, which is the Record Date for the Meeting. You are
entitled to one vote for each Ordinary Share that you owned as of the close of business on the Record Date. If your shares are held in
“street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that
votes related to the shares you beneficially own are properly
counted. On the Record Date, there were 3,628,527 issued and outstanding
Ordinary Shares, of which 1,001,302 Class A Ordinary Shares are held by the Company’s public shareholders, 388,750 Class A Ordinary
Shares are collectively owned by the Sponsor and Maxim acquired as part of the Private Placement Units, 82,225 Class A Ordinary Shares
are held by Maxim, and 2,156,250 Class B Ordinary Shares are held by the Sponsor.
Recommendation of the Board
THE BOARD UNANIMOUSLY RECOMMENDS
THAT YOU VOTE “FOR” EACH OF THESE
PROPOSALS
Quorum and Required Vote for the Proposals for the Meeting
The approval of the Extension Amendment Proposal
requires a special resolution, being the affirmative vote of a majority of at least two thirds (2/3) of the votes which are cast by of
those holders of Ordinary Shares, voting as a single class, who, being entitled to do so, vote in person or by proxy at the Meeting.
Approval of each of the Auditor Ratification Proposal
and the Adjournment Proposal (if put forth at the Meeting) requires the affirmative vote of a simple majority of the votes cast by the
holders of the Ordinary Shares present themselves or represented by proxy at the Meeting and entitled to vote thereon.
Shareholders who attend the Meeting, either in
person or by proxy (or, if a corporation or other non-natural person, by sending their duly authorized representative or proxy), will
be counted (and the number of Ordinary Shares held by such shareholders will be counted) for the purposes of determining whether a quorum
is present at the Meeting. The presence, in person or by proxy or by duly authorized representative, at the Meeting of the holders of
one-third of all issued and outstanding Ordinary Shares entitled to attend and vote at the Meeting shall constitute a quorum for the Meeting.
At the Meeting, only those votes which are actually
cast, either “FOR” or “AGAINST”, the Extension Amendment Proposal, the Auditor Ratification Proposal or the Adjournment
Proposal, will be counted for the purposes of determining whether each of the proposals is approved, and any Ordinary Shares which are
not voted at the Meeting will have no effect on the outcome of such votes. Abstentions and broker non-votes, while considered present
for the purposes of establishing a quorum, will not count as votes cast and will have no effect on the outcome of the vote on any of the
proposals.
It is possible that the Company will not be able to complete the
Business Combination by the Charter Extension Date if the Extension Amendment Proposal is approved. In such event, the Company will be
required to wind up, liquidate and dissolve the Trust Account by returning the then remaining funds in such account to the public shareholders.
Voting Your Shares — Shareholders of Record
If you are a shareholder of record of the Company,
you may vote by mail, Internet or telephone. Each Ordinary Share that you own in your name entitles you to one vote on each of the proposals
for the Meeting. Your one or more proxy cards show the number of Ordinary Shares that you own.
Voting by Mail. You can vote your shares by completing, signing,
dating and returning the enclosed proxy card in the postage-paid envelope provided. By signing the proxy card and returning it in the
enclosed prepaid and addressed envelope, you are authorizing the individuals named on the proxy card to vote your shares at the Meeting
in the manner you indicate. You are encouraged to sign and return the proxy card even if you plan to attend the Meeting so that your shares
will be voted if you are unable to attend the Meeting. If you receive more than one proxy card, it is an indication that your shares are
held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. If you hold your shares
in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your
bank, broker or other nominee to ensure that your shares are represented and voted at the Meeting. If you sign and return the proxy card
but do not give instructions on how to vote your shares, your Ordinary Shares will be voted as recommended by the Board. The Board recommends
voting “FOR” the Extension Amendment Proposal, “ “FOR” the Auditor Ratification Proposal and “FOR”
the Adjournment Proposal. Votes submitted by mail must be received by [ ], Eastern Time, on October 19, 2023.
Voting by Internet. Shareholders who have
received a copy of the proxy card by mail may be able to vote over the Internet by visiting the web address on the proxy card and entering
the voter control number included on your proxy card.
Voting by Telephone. If Preferred, shareholders
can listen to the meeting by dialing: [ ] (toll-free) within the U.S. and Canada, or [ ] (standard rates apply) outside of the U.S. and
Canada. When prompted, enter the pin number [ ]. This is a listen-only option, and you will not be able to vote or enter questions during
the meeting.
Voting Your Shares — Beneficial Owners
If your shares are registered in the name of your
broker, bank or other agent, you are the “beneficial owner” of those shares and those shares are considered as held in “street
name.” If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received
a proxy card and voting instructions with these proxy materials from that organization rather than directly from the Company. Simply complete
and mail the proxy card to ensure that your vote is counted. You may be eligible to vote your shares electronically over the Internet
or by telephone. A large number of banks and brokerage firms offer Internet and telephone voting. If your bank or brokerage firm does
not offer Internet or telephone voting information, please complete and return your proxy card in the self-addressed, postage-paid envelope
provided. To vote yourself at the Meeting, you must first obtain a valid legal proxy from your broker, bank or other agent and then register
in advance to attend the Meeting. Follow the instructions from your broker or bank included with these proxy materials, or contact your
broker or bank to request a legal proxy form.
After obtaining a valid legal proxy from your
broker, bank or other agent, to then register to attend the Meeting, you must submit proof of your legal proxy reflecting the number of
your shares along with your name and email address to Continental Stock Transfer & Trust Company. Requests for registration should
be directed to proxy@continentalstock.com. Written requests can be mailed to:
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
Attn: Mark Zimkind
Email: mzimkind@continentalstock.com
Requests for registration must be labeled as “Legal
Proxy” and be received no later than 5:00 p.m., Eastern Time, on October 17, 2023.
You will receive a confirmation of your registration
by email after the Company receives your registration materials. You may attend the Meeting by visiting [ ]. You will also need
a voter control number included on your proxy card in order to be able to vote your shares or submit questions during the meeting. Follow
the instructions provided to vote. The Company encourages you to access the meeting prior to the start time leaving ample time for the
check in.
Attending the Meeting
The Meeting will be held at the offices of Ellenoff
Grossman & Schole LLP located at 1345 Avenue of the Americas, 11th Floor, New York, NY 10105. We will also be hosting
the Meeting via live webcast on the Internet. You will not be required to attend the meeting in person in order to vote, and we encourage
virtual participation. You can participate in the Meeting, vote, and submit questions via live webcast by visiting [ ] and entering
the voter control number included on your proxy card. In order to vote or submit a question during the Meeting, you will also need the
voter control number included on your proxy card. If you do not have the control number, you will be able to listen to the meeting only
by registering as a guest and you will not be able to vote or submit your questions during the meeting.
Revoking Your Proxy
If you are a shareholder and you give a proxy,
you may revoke it at any time before it is exercised by doing any one of the following:
| ● | you may enter a new vote by
Internet or telephone; |
| ● | you may send a later-dated,
signed proxy card to AIB Acquisition Corporation, 875 Third Avenue, Suite M204A, New York, New York, 10022, so that it is received by
the Company on or before the Meeting; or |
| ● | you may attend the Meeting
via the live webcast noted above, revoke your proxy, and vote virtually, as indicated above. |
No Additional Matters
The Meeting has been called only to consider and
vote on the approval of the Extension Amendment Proposal, the Auditor Ratification Proposal and the Adjournment Proposal. Under the Memorandum
and Articles of Association, other than procedural matters incident to the conduct of the Meeting, no other matters may be considered
at the Meeting if they are not included in this proxy statement, which serves as the notice of the Meeting.
Who Can Answer Your Questions about Voting
If you have any questions about how to vote or
direct a vote in respect of your Class A Ordinary Shares, you may call Advantage Proxy, the Company’s proxy solicitor, at (877)
870-8565.
Redemption Rights
In connection with the Extension Amendment Proposal
and contingent upon the effectiveness of the implementation of the Charter Extension, each public shareholder may seek to redeem its Public
Shares for a pro rata portion of the funds available in the Trust Account, including interest earned but net of taxes payable. If you
exercise your redemption rights, you will be exchanging your Public Shares for cash and will no longer own the shares.
In order to exercise your redemption rights, you
must:
| ● | on or before 5:00 p.m., Eastern
Time, on October 17 (two business days before the Meeting), tender your shares physically or electronically and submit a request in
writing that the Company redeem your Public Shares for cash to Continental Stock Transfer & Trust Company, the Company’s transfer
agent, at the following address: |
Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, New York 10004
Attn: SPAC Redemption Team
E-mail: spacredemptions@continentalstock.com
and
| ● | deliver your Public Shares
either physically or electronically through DTC’s DWAC system to the transfer agent at least two business days before the Meeting.
Shareholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to
obtain physical certificates from the transfer agent and time to effect delivery. Shareholders should generally allot at least two weeks
to obtain physical certificates from the transfer agent. However, it may take longer than two weeks. Shareholders who hold their shares
in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically.
If you do not submit a written request and deliver your Public Shares as described above, your shares will not be redeemed. |
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 business days prior to the vote on the proposal
to approve the Extension Amendment Proposal at the Meeting, or to deliver their shares to the transfer agent electronically using DTC’s
DWAC system, at such shareholder’s option.
Each redemption of a Public Share by the Company’s
public shareholders will reduce the amount in the Trust Account, which held marketable securities with a fair value of approximately $[____]
million as of the Record Date. Prior to their exercising redemption rights, shareholders of the Company should verify the market price
of the Class A Ordinary Shares, as shareholders may receive higher proceeds from the sale of their Class A Ordinary Shares in the public
market than from exercising their redemption rights if the market price per share is higher than the redemption price. There is no assurance
that you will be able to sell your Public Shares in the open market, even if the market price per share is higher than the redemption
price stated above, as there may not be sufficient liquidity in the Class A Ordinary Shares when you wish to sell your shares.
If you exercise your redemption rights, your
Public Shares will cease to be outstanding and will only represent the right to receive a pro rata share of the aggregate amount then
on deposit in the Trust Account.
You will have no right to participate in, or have
any interest in, the future growth of the Company, if any. You will be entitled to receive cash for your Public Shares only if you properly
and timely demand redemption.
If the Extension Amendment Proposal is not approved,
the Company will be required to wind up, liquidate and dissolve the Trust Account by returning the then remaining funds in such account
to the public shareholders.
Appraisal Rights
There are no appraisal rights available to the
Company’s shareholders in connection with any of the proposals.
Proxy Solicitation Costs
The Company is soliciting proxies on behalf of
the Board. This proxy solicitation is being made by mail, but also may be made by telephone or on the Internet. The Company has engaged
Advantage Proxy to assist in the solicitation of proxies for the Meeting. The Company has agreed to pay Solicitor’s customary fees,
plus disbursements, and indemnify Solicitor against certain damages, expenses, liabilities or claims relating to its services as the Company’s
proxy solicitor. In addition to these mailed proxy materials, our directors and executive officers may also solicit proxies in person,
by telephone or by other means of communication. These parties will not be paid any additional compensation for soliciting proxies. The
Company may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners. While
the payment of these expenses will reduce the cash available to us to consummate an initial business combination if the Extension is approved,
we do not expect such payments to have a material effect on our ability to consummate an initial business combination. The Company will
bear the entire cost of the proxy solicitation, including the preparation, assembly, printing, mailing and distribution of this proxy
statement and the related proxy materials.
Interests of the Sponsor, Directors and Officers
When you consider the recommendation of the Board,
the Company’s shareholders should be aware that aside from their interests as shareholders, the Sponsor, certain members of the
Board and officers of the Company have interests that are different from, or in addition to, those of other shareholders generally. The
Board was aware of and considered these interests, among other matters, in recommending to the Company’s shareholders that they
approve the Extension Amendment Proposal. Shareholders of the Company should take these interests into account in deciding whether to
approve the Extension Amendment Proposal:
| ● | the fact that the Sponsor holds
2,156,250 Class B Ordinary Shares and 345,625 Private Placement Units, all of which would expire worthless if the Business Combination
is not consummated; |
| ● | the fact that the Sponsor has
agreed not to redeem any Ordinary Shares held by it in connection with a shareholder vote to approve the Business Combination; |
| ● | the fact that we are obligated
to pay the Sponsor up to a total of $10,000 per month for office space, administrative and support service, and upon completion of our
initial business combination or our liquidation, we will cease being obligated to pay these monthly fees; |
| ● | the fact that our Sponsor may
lend us funds in order to finance transaction costs in connection with an initial business combination, up to $1,500,000 of which may
be convertible into units at a price of $10.00 per unit at the option of the Sponsor. The units would be identical to the private placement
units issued to the Sponsor; |
| ● | the fact that, unless the Company
consummates the initial business combination, the Sponsor will not receive reimbursement for any out-of-pocket expenses incurred
by it on behalf of the Company related to identifying and investigating an initial business combination to the extent that such expenses
exceed the amount of available proceeds not deposited in the Trust Account; |
| ● | the fact that, if the Trust
Account is liquidated, including in the event we are unable to complete an initial business combination within the Extension Period,
the Sponsor has agreed to indemnify us to ensure that the proceeds in the Trust Account are not reduced below $10.10 per Public Share,
or such lesser per Public Share amount as is in the Trust Account on the liquidation date, by the claims of prospective target businesses
with which we have discussed entering into a transaction agreement or claims of any third party for services rendered or products sold
to us, but only if such a third party or target business has not executed a waiver of any and all rights to seek access to the Trust
Account; and |
| ● | the fact that none of our officers
or directors has received any cash compensation for services rendered to the Company, and all of the current members of our Board are
expected to continue to serve as directors at least through the date of the meeting to vote on a proposed initial business combination
and may even continue to serve following any potential initial business combination and receive compensation thereafter. |
Additionally, if the Extension Amendment Proposal
is approved and the Company consummates the Business Combination, the officers and directors may have additional interests. Such interests
will be described in the proxy statement/prospectus for such transaction.
PROPOSALS NO. 1— THE EXTENSION AMENDMENT
PROPOSAL
Overview
The Company is proposing to amend its Memorandum
and Articles of Association (i) to extend the date by which the Company has to consummate a Business Combination to the Charter Extension
Date so as to give the Company additional time to complete the Business Combination. A copy of the proposed amendment to the Memorandum
and Articles of Association of the Company is attached to this proxy statement as part of Annex A.
If the Extension Amendment Proposal is approved
and implemented, the Sponsor or its designees has agreed to contribute to the Company as a loan the lesser of $50,000 per month for each
calendar month (commencing on October 21, 2023 and on the 21st day of each subsequent month) until the Charter Extension Date,
or portion thereof, that is needed to complete a Business Combination, for up to an aggregate of $750,000 (such loans, the “Contribution”),
which amount will be deposited into the Trust Account. Accordingly, the amount deposited per share will depend on the number of Public
Shares that remain outstanding after redemptions in connection with the Extension and the length of the extension period that will be
needed to complete the Business Combination. For example, if we complete the Business Combination on January 21, 2025, which would represent
fifteen (15) calendar months, no Public Shares are redeemed and all of our Public Shares remain outstanding in connection with the Extension,
then the aggregate amount deposited per share will be approximately $0.74 per share, with the aggregate maximum contribution to the Trust
Account being $750,000. However, if 501,302 Public Shares are redeemed and 500,000 of our Public Shares remain outstanding after redemptions
in connection with the Extension, then the amount deposited per share for such fifteen-month period will be approximately $1.50 per share.
Assuming the Extension Amendment Proposal is approved, each monthly Contribution will be deposited into the Trust Account within five
(5) business days from the beginning of the applicable extension month. The Contributions are conditioned upon the implementation of the
Charter Extension. The Contributions will not be made if the Charter Extension is not approved or the extension is not completed. The
amount of the Contributions, which are loans, will not bear interest and will be repayable by us to the Sponsor or its designees upon
consummation of a Business Combination. If the Sponsor or its designees advises us that it does not intend to make the Contributions,
then the Extension Amendment Proposal and the Adjournment Proposal will not be put before the shareholders at the Meeting and we will
wind up, liquidate and dissolve in accordance with the Memorandum and Articles of Association. Our Board will have the sole discretion
whether to extend for additional calendar months following October 21, 2023 until January 21, 2025 and if our Board determines not to
continue extending for additional calendar months, the Sponsor or its designees will not make any additional Contributions following such
determination.
Without the approval of the Extension Amendment
Proposal and the implementation of the Charter Extension, the Company believes that the Company will not be able to complete the Business
Combination on or before the Original Termination Date. If that were to occur, the Company would be forced to liquidate on the Original
Termination Date.
As contemplated by the Memorandum and Articles
of Association, the holders of the Company’s Public Shares may elect to redeem all or a portion of their Public Shares in exchange
for their pro rata portion of the funds held in the Trust Account if the Charter Extension is implemented.
On the Record Date, the redemption price per share
was approximately $[ ] (which is expected to be the same approximate amount two business days prior to the Meeting), based on the aggregate
amount on deposit in the Trust Account of approximately $[ ] million as of the Record Date (including interest not previously released
to the Company to pay its taxes), divided by the total number of then outstanding Public Shares. The closing price of the Class A Ordinary
Shares on the Nasdaq Global Market on the Record Date was $[ ]. Accordingly, if the market price of the Class A Ordinary Shares were to
remain the same until the date of the Meeting, exercising redemption rights would result in a public shareholder receiving approximately
$[ ] more per share than if the share was sold in the open market. The Company cannot assure shareholders that they will be able to sell
their Class A Ordinary Shares in the open market, even if the market price per share is higher than the redemption price stated above,
as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares. The Company believes that
such redemption right enables its public shareholders to determine whether or not to sustain their investments for an additional period
if the Company does not complete the Business Combination on or before the Original Termination Date.
Reasons for the Extension Amendment Proposal
The Company’s Memorandum and Articles of
Association provide that the Company has until the Original Termination Date to complete the Business Combination. The Company and its
officers and directors agreed that they would not seek to amend the Company’s Memorandum and Articles of Association to allow for
a longer period of time to complete the Business Combination unless the Company provided holders of its Public Shares with the right to
seek redemption of their Public Shares in connection therewith. The Board believes that it is in the best interests of the Company’s
shareholders that the Charter Extension be obtained, and accordingly the approval of the Extension Amendment Proposal, so that the Company
will have a limited additional amount of time to consummate the Business Combination. Without the Charter Extension, the Company believes
that the Company will not be able to complete the Business Combination on or before the Original Termination Date. If that were to occur,
the Company would be forced to liquidate on the Original Termination Date.
If the Extension Amendment Proposal is Not Approved
If the Extension Amendment Proposal is not approved
and the Business Combination is not completed on or before the Original Termination Date, October 21, 2023, as contemplated by and in
accordance with the Memorandum and Articles of Association, the Company will (i) cease all operations except for the purpose of winding
up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, subject to lawfully available funds therefor,
redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including
interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations, if any (less
up to $100,000 of interest to pay winding up and dissolution expenses), divided by the number of the then-outstanding Public Shares, which
redemption will completely extinguish rights of the holders of Public Shares (including the right to receive further liquidation distributions,
if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining
shareholders and the Board, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to the Company’s obligations under
Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
The Sponsor has waived its rights to participate
in any liquidating distribution with respect to its 2,156,250 Founder Shares.
If the Extension Amendment Proposal is Approved
If the Extension Amendment Proposal is approved,
the Company intends to file an amendment to the Memorandum and Articles of Association in the form of Annex A hereto (i) to extend
the time it has to complete the Business Combination until the Charter Extension Date. The Company will then continue to attempt to consummate
the Business Combination until the Charter Extension Date. The Company will remain a reporting company under the Exchange Act and expect
that our Units, Class A Ordinary Shares and rights will remain publicly traded during this time.
Notwithstanding shareholder approval of the Extension
Amendment Proposal, our Board will retain the right to abandon and not implement the Extension Amendment at any time without any further
action by our shareholders.
Redemption Rights
In connection with the Extension Amendment Proposal
and contingent upon the effectiveness of the implementation of the Charter Extension, each public shareholder may seek to redeem its Public
Shares for a pro rata portion of the funds available in the Trust Account, including interest earned but net of taxes payable. If you
exercise your redemption rights, you will be exchanging your Public Shares for cash and will no longer own the shares.
In order to exercise your redemption rights, you
must:
| ● | on or before 5:00 p.m., Eastern
Time, on October 17, 2023 (two business days before the Meeting), tender your shares physically or electronically and submit a request
in writing that the Company redeem your Public Shares for cash to Continental Stock Transfer & Trust Company, the Company’s
transfer agent, at the following address: |
Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, New York 10004
Attn: SPAC Redemption Team
E-mail: spacredemptions@continentalstock.com
and
| ● | deliver your Public Shares
either physically or electronically through DTC’s DWAC system to the transfer agent at least two business days before the Meeting. |
Shareholders seeking to exercise their redemption
rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the transfer agent
and time to effect delivery. Shareholders should generally allot at least two weeks to obtain physical certificates from the transfer
agent. However, it may take longer than two weeks. Shareholders who hold their shares in street name will have to coordinate with their
bank, broker or other nominee to have the shares certificated or delivered electronically. If you do not submit a written request and
deliver your Public Shares as described above, your shares will not be redeemed.
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 business days prior to the vote on the proposal
to approve the Extension Amendment Proposal at the Meeting, or to deliver their shares to the transfer agent electronically using DTC’s
DWAC system, at such shareholder’s option.
Each redemption of a Public Share by the Company’s
public shareholders will reduce the amount in the Trust Account, which held marketable securities with a fair value of approximately $[
] million as of the Record Date. Prior to their exercising redemption rights, the Company’s shareholders should verify the market
price of the Public Shares, as shareholders may receive higher proceeds from the sale of their shares of Public Shares in the public market
than from exercising their redemption rights if the market price per share is higher than the redemption price. There is no assurance
that you will be able to sell your Public Shares in the open market, even if the market price per share is higher than the redemption
price stated above, as there may not be sufficient liquidity in the Public Shares when you wish to sell your shares.
If you exercise your redemption rights, your
Public Shares will cease to be outstanding and will only represent the right to receive a pro rata share of the aggregate amount then
on deposit in the Trust Account.
You will have no right to participate in, or have
any interest in, the future growth of the Company, if any. You will be entitled to receive cash for your Public Shares only if you properly
and timely demand redemption.
If the Company does not consummate the Business
Combination on or before the Original Termination Date, and the Extension Amendment Proposal is not approved, the Company will be required
to wind up, liquidate and dissolve the Trust Account by returning the then remaining funds in such account to the public shareholders.
Material U.S. Federal Income Tax Considerations for Shareholders
Exercising Redemption Rights
The following is a summary of the material U.S.
federal income tax considerations for holders of the Company’s shares that elect to have their shares redeemed for cash. This summary
is based upon the Internal Revenue Code of 1986, as amended (the “Code”), the regulations promulgated by the U.S. Treasury
Department, current administrative interpretations and practices of the Internal Revenue Services (the “IRS”) (including
administrative interpretations and practices expressed in private letter rulings which are binding on the IRS only with respect to the
particular taxpayers who requested and received those rulings) and judicial decisions, all as currently in effect and all of which are
subject to differing interpretations or to change, possibly with retroactive effect. No assurance can be given that the IRS would not
assert, or that a court would not sustain, a position contrary to any of the tax considerations described below. No advance ruling has
been or will be sought from the IRS regarding any matter discussed in this summary. This summary does not discuss the impact that U.S.
state and local taxes and taxes imposed by non-U.S. jurisdictions could have on the matters discussed in this summary. This summary does
not purport to discuss all aspects of U.S. federal income taxation that may be important to a particular shareholder in light of its investment
or tax circumstances or to shareholders subject to special tax rules, such as:
| ● | certain U.S. expatriates; |
| ● | traders in securities that
elect mark-to-market treatment; |
| ● | U.S. shareholders (as defined
below) whose functional currency is not the U.S. dollar; |
| ● | qualified plans, such as 401(k)
plans, individual retirement accounts, etc.; |
| ● | regulated investment companies
(or RICs); |
| ● | real estate investment trusts
(or REITs); |
| ● | persons holding shares as part
of a “straddle,” “hedge,” “conversion transaction,” “synthetic security” or other integrated
investment; |
| ● | persons subject to the alternative
minimum tax provisions of the Code; |
| ● | tax-exempt organizations; |
| ● | persons that actually or constructively
own 5 percent or more of the Company’s shares; and |
| ● | Redeeming Non-U.S. Holders
(as defined below, and except as otherwise discussed below). |
If any partnership (including for this purpose
any entity treated as a partnership for U.S. federal income tax purposes) holds shares, the tax treatment of a partner generally will
depend on the status of the partner and the activities of the partner and the partnership. This summary does not address any tax consequences
to any partnership that holds our securities (or to any direct or indirect partner of such partnership). If you are a partner of a partnership
holding the Company’s securities, you should consult your tax advisor. This summary assumes that shareholders hold the Company’s
securities as capital assets within the meaning of Section 1221 of the Code, which generally means as property held for investment and
not as a dealer or for sale to customers in the ordinary course of the shareholder’s trade or business.
WE URGE HOLDERS OF THE COMPANY’S SHARES
CONTEMPLATING EXERCISE OF THEIR REDEMPTION RIGHTS TO CONSULT THEIR TAX ADVISOR REGARDING THE U.S. FEDERAL, STATE, LOCAL, AND FOREIGN INCOME
AND OTHER TAX CONSEQUENCES THEREOF.
U.S. Federal Income Tax Considerations to U.S. Shareholders
This section is addressed to Redeeming U.S. Holders
(as defined below) of the Company’s shares that elect to have their shares redeemed for cash as described in the section entitled
“Proposals No. 1— The Extension Amendment Proposal — Redemption Rights.” For purposes of this discussion,
a “Redeeming U.S. Holder” is a beneficial owner that so redeems its shares and is:
| ● | a citizen or resident of the
United States; |
| ● | a corporation (including an
entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States
or any political subdivision thereof; |
| ● | an estate whose income is subject
to U.S. federal income taxation regardless of its source; or |
| ● | any trust if (1) a U.S. court
is able to exercise primary supervision over the administration of such trust and one or more U.S. persons have the authority to control
all substantial decisions of the trust or (2) it has a valid election in place to be treated as a U.S. person. |
Tax Treatment of the Redemption — In General
The balance of the discussion under this heading
is subject in its entirety to the discussion below under the heading “— Passive Foreign Investment Company Rules.”
If the Company’s is considered a “passive foreign investment company” for these purposes (which the Company’s
will be, unless a “start up” exception applies), then the tax consequences of the redemption will be as outlined in that discussion,
below.
A Redeeming U.S. Holder will generally recognize
capital gain or loss equal to the difference between the amount realized on the redemption and such shareholder’s adjusted basis
in the shares exchanged therefor if the Redeeming U.S. Holder’s ownership of shares is completely terminated or if the redemption
meets certain other tests described below. Special constructive ownership rules apply in determining whether a Redeeming U.S. Holder’s
ownership of shares is treated as completely terminated (and, in general, such Redeeming U.S. Holder may not be considered to have completely
terminated its interest if it continues to hold our rights). If gain or loss treatment applies, such gain or loss will be long-term capital
gain or loss if the holding period of such shares is more than one year at the time of the exchange. It is possible that because of the
redemption rights associated with our shares, the holding period of such shares may not be considered to begin until the date of such
redemption (and thus it is possible that long-term capital gain or loss treatment may not apply to shares redeemed in the redemption).
Shareholders who hold different blocks of shares (generally, shares purchased or acquired on different dates or at different prices) should
consult their tax advisors to determine how the above rules apply to them.
Cash received upon redemption that does not completely
terminate the Redeeming U.S. Holder’s interest will still give rise to capital gain or loss, if the redemption is either (i) “substantially
disproportionate” or (ii) “not essentially equivalent to a dividend.” In determining whether the redemption is substantially
disproportionate or not essentially equivalent to a dividend with respect to a Redeeming U.S. Holder, that Redeeming U.S. Holder is deemed
to own not just shares actually owned but also shares underlying rights to acquire our shares (including for these purposes our rights)
and, in some cases, shares owned by certain family members, certain estates and trusts of which the Redeeming U.S. Holder is a beneficiary,
and certain affiliated entities.
Generally, the redemption will be “substantially
disproportionate” with respect to the Redeeming U.S. Holder if (i) the Redeeming U.S. Holder’s percentage ownership of the
outstanding voting shares (including all classes which carry voting rights) of the Company is reduced immediately after the redemption
to less than 80% of the Redeeming U.S. Holder’s percentage interest in such shares immediately before the redemption; (ii) the Redeeming
U.S. Holder’s percentage ownership of the outstanding shares (both voting and nonvoting) immediately after the redemption is reduced
to less than 80% of such percentage ownership immediately before the redemption; and (iii) the Redeeming U.S. Holder owns, immediately
after the redemption, less than 50% of the total combined voting power of all classes of shares of the Company entitled to vote. Whether
the redemption will be considered “not essentially equivalent to a dividend” with respect to a Redeeming U.S. Holder will
depend upon the particular circumstances of that U.S. holder. At a minimum, however, the redemption must result in a meaningful reduction
in the Redeeming U.S. Holder’s actual or constructive percentage ownership of the Company. The IRS has ruled that any reduction
in a shareholder’s proportionate interest is a “meaningful reduction” if the shareholder’s relative interest in
the corporation is minimal and the shareholder does not have meaningful control over the corporation.
If none of the redemption tests described above
give rise to capital gain or loss, the consideration paid to the Redeeming U.S. Holder will be treated as dividend income for U.S. federal
income tax purposes to the extent of our current or accumulated earnings and profits. However, for the purposes of the dividends-received
deduction and of “qualified dividend” treatment, due to the redemption right, a Redeeming U.S. Holder may be unable to include
the time period prior to the redemption in the shareholder’s “holding period.” Any distribution in excess of our earnings
and profits will reduce the Redeeming U.S. Holder’s basis in the shares (but not below zero), and any remaining excess will be treated
as gain realized on the sale or other disposition of the shares.
As these rules are complex, U.S. holders of shares
considering exercising their redemption rights should consult their own tax advisors as to whether the redemption will be treated as a
sale or as a distribution under the Code.
Certain Redeeming U.S. Holders who are individuals,
estates or trusts pay a 3.8% tax on all or a portion of their “net investment income” or “undistributed net investment
income” (as applicable), which may include all or a portion of their capital gain or dividend income from their redemption of shares.
Redeeming U.S. Holders should consult their tax advisors regarding the effect, if any, of the net investment income tax.
Passive Foreign Investment Company Rules
A foreign (i.e., non-U.S.) corporation will be
a passive foreign investment company (or “PFIC”) for U.S. tax purposes if at least 75% of its gross income in a taxable
year, including its pro rata share of the gross income of any corporation in which it is considered to own at least 25% of the shares
by value, is passive income. Alternatively, a foreign corporation will be a PFIC if at least 50% of its assets in a taxable year of the
foreign corporation, ordinarily determined based on fair market value and averaged quarterly over the year, including its pro rata share
of the assets of any corporation in which it is considered to own at least 25% of the shares by value, are held for the production of,
or produce, passive income. Passive income generally includes dividends, interest, rents and royalties (other than rents or royalties
derived from the active conduct of a trade or business) and gains from the disposition of passive assets.
Because the Company is a blank check company,
with no current active business, we believe that it is likely that we have met the PFIC asset or income test beginning with our initial
taxable year. However, pursuant to a start-up exception, a corporation will not be a PFIC for the first taxable year the corporation has
gross income, if (1) no predecessor of the corporation was a PFIC; (2) the corporation satisfies the IRS that it will not be a PFIC for
either of the first two taxable years following the start-up year; and (3) the corporation is not in fact a PFIC for either of those years.
The applicability of the start-up exception to us will not be known until after the close of our current taxable year. If we do not satisfy
the start-up exception, we will likely be considered a PFIC since our date of formation, and will continue to be treated as a PFIC until
we no longer satisfy the PFIC tests (although, as stated below, in general the PFIC rules would continue to apply to any U.S. holder who
held our securities at any time we were considered a PFIC).
If we are determined to be a PFIC for any taxable
year (or portion thereof) that is included in the holding period of a Redeeming U.S. Holder of our shares or rights and, in the case of
our shares, the Redeeming U.S. Holder did not make either a timely QEF election for our first taxable year as a PFIC in which the Redeeming
U.S. Holder held (or was deemed to hold) shares or a timely “mark to market” election, in each case as described below, such
holder generally will be subject to special rules with respect to:
| ● | any gain recognized by the
Redeeming U.S. Holder on the sale or other disposition of its shares (which would include the redemption, if such redemption is treated
as a sale under the rules discussed under the heading “— Tax Treatment of the Redemption — In General,”
above); and |
| ● | any “excess distribution”
made to the Redeeming U.S. Holder (generally, any distributions to such Redeeming U.S. Holder during a taxable year of the Redeeming
U.S. Holder that are greater than 125% of the average annual distributions received by such Redeeming U.S. Holder in respect of the shares
during the three preceding taxable years of such Redeeming U.S. Holder or, if shorter, such Redeeming U.S. Holder’s holding period
for the shares), which may include the redemption to the extent such redemption is treated as a distribution under the rules discussed
under the heading “— Tax Treatment of the Redemption — In General,” above. |
Under these special rules,
| ● | the Redeeming U.S. Holder’s
gain or excess distribution will be allocated ratably over the Redeeming U.S. Holder’s holding period for the shares; |
| ● | the amount allocated to the
Redeeming U.S. Holder’s taxable year in which the Redeeming U.S. Holder recognized the gain or received the excess distribution,
or to the period in the Redeeming U.S. Holder’s holding period before the first day of our first taxable year in which we are a
PFIC, will be taxed as ordinary income; |
| ● | the amount allocated to other
taxable years (or portions thereof) of the Redeeming U.S. Holder and included in its holding period will be taxed at the highest tax
rate in effect for that year and applicable to the Redeeming U.S. Holder; and |
| ● | the interest charge generally
applicable to underpayments of tax will be imposed in respect of the tax attributable to each such other taxable year of the Redeeming
U.S. Holder. |
In general, if we are determined to be a PFIC,
a Redeeming U.S. Holder may avoid the PFIC tax consequences described above in respect to our shares (but not our rights) by making a
timely QEF election (if eligible to do so) to include in income its pro rata share of our net capital gains (as long-term capital gain)
and other earnings and profits (as ordinary income), on a current basis, in each case whether or not distributed, in the taxable year
of the Redeeming U.S. Holder in which or with which our taxable year ends. In general, a QEF election must be made on or before the due
date (including extensions) for filing such Redeeming U.S. Holder’s tax return for the taxable year for which the election relates.
A Redeeming U.S. Holder may make a separate election to defer the payment of taxes on undistributed income inclusions under the QEF rules,
but if deferred, any such taxes will be subject to an interest charge.
A Redeeming U.S. Holder
may not make a QEF election with respect to its rights. As a result, if a Redeeming U.S. Holder sells or otherwise disposes of its
rights, any gain recognized generally will be subject to the special tax and interest charge rules treating the gain as an excess
distribution, as described above, if we were a PFIC at any time during the period the Redeeming U.S. Holder held the rights. If a
Redeeming U.S. Holder that receives ordinary shares pursuant to the rights properly makes a QEF election with respect to the newly
acquired shares (or has previously made a QEF election with respect to our shares), the QEF election will apply to the newly acquired
shares, but the adverse tax consequences relating to PFIC shares, adjusted to take into account the current income inclusions resulting
from the QEF election, will continue to apply with respect to such newly acquired shares, unless the Redeeming U.S. Holder makes
a purging election. The purging election creates a deemed sale of such shares at their fair market value. The gain recognized by the purging
election will be subject to the special tax and interest charge rules treating the gain as an excess distribution, as described above.
As a result of the purging election, the Redeeming U.S. Holder will have a new basis and holding period in the shares acquired upon
the receipt of ordinary shares acquired pursuant to the rights for purposes of the PFIC rules.
The QEF election is made on a shareholder-by-shareholder
basis and, once made, can be revoked only with the consent of the IRS. A Redeeming U.S. Holder generally makes a QEF election by attaching
a completed IRS Form 8621 (Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund), including the
information provided in a PFIC annual information statement, to a timely filed U.S. federal income tax return for the tax year to which
the election relates. Retroactive QEF elections generally may be made only by filing a protective statement with such return and if certain
other conditions are met or with the consent of the IRS. Redeeming U.S. Holders should consult their own tax advisors regarding the availability
and tax consequences of a retroactive QEF election under their particular circumstances.
In order to comply with the requirements of a
QEF election, a Redeeming U.S. Holder must receive a PFIC annual information statement from us. If we determine we are a PFIC for any
taxable year, we will endeavor to provide to a Redeeming U.S. Holder such information as the IRS may require, including a PFIC annual
information statement, in order to enable the Redeeming U.S. Holder to make and maintain a QEF election. However, there is no assurance
that we will have timely knowledge of our status as a PFIC in the future or of the required information to be provided.
If a Redeeming U.S. Holder has made a QEF election with respect to
our shares, and the special tax and interest charge rules do not apply to such shares (because of a timely QEF election for our first
taxable year as a PFIC in which the Redeeming U.S. Holder holds (or is deemed to hold) such shares or a purge of the PFIC taint pursuant
to a purging election, as described above), any gain recognized on the sale of our shares generally will be taxable as capital gain and
no interest charge will be imposed. As discussed above, Redeeming U.S. Holders of a QEF are currently taxed on their pro rata shares of
its earnings and profits, whether or not distributed. In such case, a subsequent distribution of such earnings and profits that were previously
included in income generally should not be taxable as a dividend to such Redeeming U.S. Holders. The tax basis of a Redeeming U.S. Holder’s
shares in a QEF will be increased by amounts that are included in income, and decreased by amounts distributed but not taxed as dividends,
under the above rules. Similar basis adjustments apply to property if by reason of holding such property the Redeeming U.S. Holder is
treated under the applicable attribution rules as owning shares in a QEF.
Although a determination as to our PFIC status
will be made annually, a determination that we are a PFIC for any particular year will generally apply for subsequent years to a Redeeming
U.S. Holder who held shares or rights while we were a PFIC, whether or not we meet the test for PFIC status in those subsequent years.
A Redeeming U.S. Holder who makes the QEF election discussed above for our first taxable year as a PFIC in which the Redeeming U.S. Holder
holds (or is deemed to hold) our shares and receives the requisite PFIC annual information statement, however, will not be subject to
the PFIC tax and interest charge rules discussed above in respect to such shares. In addition, such Redeeming U.S. Holder will not be
subject to the QEF inclusion regime with respect to such shares for any taxable year of us that ends within or with a taxable year of
the Redeeming U.S. Holder and in which we are not a PFIC. On the other hand, if the QEF election is not effective for each of our taxable
years in which we are a PFIC and the Redeeming U.S. Holder holds (or is deemed to hold) our shares, the PFIC rules discussed above will
continue to apply to such shares unless the holder makes a purging election, as described above, and pays the tax and interest charge
with respect to the gain inherent in such shares attributable to the pre-QEF election period.
Alternatively, if a Redeeming U.S. Holder, at
the close of its taxable year, owns shares in a PFIC that are treated as marketable stock, the Redeeming U.S. Holder may make a mark-to-market
election with respect to such shares for such taxable year. If the Redeeming U.S. Holder makes a valid mark-to-market election for the
first taxable year of the Redeeming U.S. Holder in which the Redeeming U.S. Holder holds (or is deemed to hold) shares and for which we
are determined to be a PFIC, such holder generally will not be subject to the PFIC rules described above in respect to its shares. Instead,
in general, the Redeeming U.S. Holder will include as ordinary income each year the excess, if any, of the fair market value of its shares
at the end of its taxable year over the adjusted basis in its shares. The Redeeming U.S. Holder also will be allowed to take an ordinary
loss in respect of the excess, if any, of the adjusted basis of its shares over the fair market value of its shares at the end of its
taxable year (but only to the extent of the net amount of previously included income as a result of the mark-to-market election). The
Redeeming U.S. Holder’s basis in its shares will be adjusted to reflect any such income or loss amounts, and any further gain recognized
on a sale or other taxable disposition of the shares will be treated as ordinary income. Currently, a mark-to-market election may not
be made with respect to our rights.
The mark-to-market election is available only
for stock that is regularly traded on a national securities exchange that is registered with the Securities and Exchange Commission, including
the Nasdaq Global Market, or on a foreign exchange or market that the IRS determines has rules sufficient to ensure that the market price
represents a legitimate and sound fair market value. Redeeming U.S. Holders should consult their own tax advisors regarding the availability
and tax consequences of a mark-to-market election in respect to our shares under their particular circumstances.
If we are a PFIC and, at any time, have a
foreign subsidiary that is classified as a PFIC, Redeeming U.S. Holders generally would be deemed to own a portion of the shares of
such lower-tier PFIC, and generally could incur liability for the deferred tax and interest charge described above if we receive a
distribution from, or dispose of all or part of our interest in, the lower-tier PFIC or the Redeeming U.S. Holders otherwise were
deemed to have disposed of an interest in the lower-tier PFIC. We will endeavor to cause any lower-tier PFIC to provide to a
Redeeming U.S. Holder the information that may be required to make or maintain a QEF election with respect to the lower-tier PFIC.
However, there is no assurance that we will have timely knowledge of the status of any such lower-tier PFIC. In addition, we may not
hold a controlling interest in any such lower-tier PFIC and thus there can be no assurance we will be able to cause the lower-tier
PFIC to provide the required information. Redeeming U.S. Holders are urged to consult their own tax advisors regarding the tax
issues raised by lower-tier PFICs.
A Redeeming U.S. Holder that owns (or is deemed
to own) shares in a PFIC during any taxable year of the Redeeming U.S. Holder, may have to file an IRS Form 8621(whether or not a QEF
or market-to-market election is made) and such other information as may be required by the U.S. Treasury Department.
The application of the PFIC rules is extremely complex. Shareholders
who are considering participating in the redemption and/or selling, transferring or otherwise disposing of their shares and/or rights
should consult with their tax advisors concerning the application of the PFIC rules in their particular circumstances.
U.S. Federal Income Tax Considerations to Non-U.S. Shareholders
This section is addressed to Redeeming Non-U.S.
Holders (as defined below) of the Company’s shares that elect to have their shares redeemed for cash as described in the section
entitled “Proposals No. 1— The Extension Amendment Proposal — Redemption Rights.” For purposes of this
discussion, a “Redeeming Non-U.S. Holder” is a beneficial owner (other than a partnership or entity treated as a partnership
for U.S. federal income tax purposes) that so redeems its shares and is not a Redeeming U.S. Holder.
Except as otherwise discussed in this section,
a Redeeming Non-U.S. Holder generally will not be subject to U.S. federal income tax on any gain recognized or dividends received as a
result of the redemption unless the gain is effectively connected with such Redeeming Non-U.S. Holder’s conduct of a trade or business
within the United States (and, if any income tax treaty applies, is attributable to a U.S. permanent establishment or fixed base maintained
by the Redeeming Non-U.S. Holder).
Dividends (including constructive
dividends) and gains that are effectively connected with a Redeeming Non-U.S. Holder’s conduct of a trade or
business in the United States (and, if required by an applicable income tax treaty, are attributable to a permanent establishment or fixed
base in the United States) generally will be subject to U.S. federal income tax at the same regular U.S. federal income tax rates applicable
to a comparable Redeeming U.S. Holder and, in the case of a Redeeming Non-U.S. Holder that is a corporation for U.S.
federal income tax purposes, also may be subject to an additional branch profits tax at a 30% rate or a lower applicable tax treaty rate.
Non-U.S. holders of shares
considering exercising their redemption rights should consult their own tax advisors as to whether the redemption of their shares will
be treated as a sale or as a distribution under the Code, and whether they will be subject to U.S. federal income tax on any gain recognized
or dividends received as a result of the redemption based upon their particular circumstances.
Under the Foreign Account Tax Compliance Act (“FATCA”)
and U.S. Treasury regulations and administrative guidance thereunder, a 30% United States federal withholding tax may apply to certain
income paid to (i) a “foreign financial institution” (as specifically defined in FATCA), whether such foreign financial institution
is the beneficial owner or an intermediary, unless such foreign financial institution agrees to verify, report and disclose its United
States “account” holders (as specifically defined in FATCA) and meets certain other specified requirements or (ii) a non-financial
foreign entity, whether such non-financial foreign entity is the beneficial owner or an intermediary, unless such entity provides a certification
that the beneficial owner of the payment does not have any substantial United States owners or provides the name, address and taxpayer
identification number of each such substantial United States owner and certain other specified requirements are met. In certain cases,
the relevant foreign financial institution or non-financial foreign entity may qualify for an exemption from, or be deemed to be in compliance
with, these rules. Redeeming Non-U.S. Holders should consult their own tax advisors regarding this legislation and whether it may be relevant
to their disposition of their shares or rights.
Backup Withholding
In general, proceeds received from the exercise
of redemption rights will be subject to backup withholding for a non-corporate Redeeming U.S. Holder that:
| ● | fails to provide an accurate
taxpayer identification number; |
| ● | is notified by the IRS regarding
a failure to report all interest or dividends required to be shown on his or her federal income tax returns; or |
| ● | in certain circumstances, fails
to comply with applicable certification requirements. |
A Redeeming Non-U.S. Holder generally may eliminate
the requirement for information reporting and backup withholding by providing certification of its foreign status, under penalties of
perjury, on a duly executed applicable IRS Form W-8 or by otherwise establishing an exemption.
Any amount withheld under these rules will be
creditable against the Redeeming U.S. Holder’s or Redeeming Non-U.S. Holder’s U.S. federal income tax liability or refundable
to the extent that it exceeds this liability, provided that the required information is timely furnished to the IRS and other applicable
requirements are met.
As previously noted above, the foregoing discussion
of certain material U.S. federal income tax consequences is included for general information purposes only and is not intended to be,
and should not be construed as, legal or tax advice to any shareholder. We once again urge you to consult with your own tax adviser to
determine the particular tax consequences to you (including the application and effect of any U.S. federal, state, local or foreign income
or other tax laws) of the receipt of cash in exchange for shares in connection with the Extension Amendment Proposal and any redemption
of your Public Shares.
Vote Required for Approval
The approval of the Extension Amendment Proposal
requires a special resolution, being the affirmative vote of a majority of at least two thirds (2/3) of the votes which are cast by those
holders of Ordinary Shares, voting as a single class, who, being entitled to do so, vote in person or by proxy at the Meeting.
Recommendation of the Board
THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS
OF THE COMPANY VOTE “FOR” THE EXTENSION AMENDMENT PROPOSAL.
PROPOSAL NO. 2 — THE AUDITOR RATIFICATION
PROPOSAL
Overview
We are asking the shareholders to ratify the Audit
Committee’s selection of UHY as our independent registered public accounting firm for the fiscal year ending December 31, 2023.
UHY has audited our financial statements for the fiscal years ended December 31, 2021 and 2022. A representative of UHY is not expected
to be present at the Meeting; however, if a representative is present, they will not have the opportunity to make a statement if they
desire to do so and are not expected to be available to respond to appropriate questions. The following is a summary of fees paid or to
be paid to UHY for services rendered.
Audit Fees
Audit fees consist of fees for professional services
rendered for the audit of our year-end financial statements and services that are normally provided by UHY in connection with regulatory
filings and our initial public offering. The aggregate fees of UHY for professional services rendered for the audit of our annual financial
statements, review of the financial information included in our Forms 10-Q for the respective periods and other required filings with
the SEC for the year ended December 31, 2022 and for the period from June 18, 2021 (Inception) through December 31, 2021 totaled approximately
$161,000 and $30,000, respectively. The aggregate fees of UHY related to audit services in connection with our initial public offering
for the year ended December 31, 2022 and for the period from June 18, 2021 (Inception) through December 31, 2021 totaled approximately
$0 and $80,000, respectively.
Audit-Related Fees
Audit-related fees consist of fees billed for assurance and related
services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit
Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial
accounting and reporting standards. During the year ended December 31, 2022 and for the period from June 18, 2021 (Inception) through
December 31, 2021, we did not pay UHY any audit-related fees.
Tax Fees
We did not pay UHY for tax services, planning or advice for the year
ended December 31, 2022 and for the period from June 18, 2021 (Inception) through December 31, 2021.
All Other Fees
We did not pay UHY for any
other services for the year ended December 31, 2022 and for the period from June 18, 2021 (Inception) through December 31, 2021.
Our Audit Committee has determined that the services
provided by UHY are compatible with maintaining the independence of UHY as our independent registered public accounting firm.
Pre-Approval Policy
Our Audit Committee was formed upon the consummation
of our initial public offering. As a result, the Audit Committee did not pre-approve all of the foregoing services, although any services
rendered prior to the formation of our Audit Committee were approved by our Board. Since the formation of our Audit Committee, and on
a going-forward basis, the Audit Committee has and will pre-approve all auditing services and permitted non-audit services to be performed
for us by UHY, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange
Act which are approved by the Audit Committee prior to the completion of the audit).
Consequences if the Auditor Ratification Proposal is Not Approved
The Audit Committee is directly responsible for
appointing the Company’s independent registered public accounting firm. The Audit Committee is not bound by the outcome of this
vote. However, if the shareholders do not ratify the selection of UHY as our independent registered public accounting firm for the fiscal
year ending December 31, 2023, our Audit Committee may reconsider the selection of UHY as our independent registered public accounting
firm.
Vote Required for Approval
The approval of the Auditor Ratification Proposal
must be approved as an ordinary resolution under Cayman Islands law, being the affirmative vote of a simple majority of the votes cast
by the holders of the Ordinary Shares present themselves or represented by proxy at the Meeting and entitled to vote on such matter. Failure
to vote by proxy or to vote oneself at the Meeting, abstentions from voting or broker non-votes will have no effect on the outcome of
any vote on the Adjournment Proposal.
Recommendation of the Board
THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS
OF THE COMPANY VOTE “FOR” THE RATIFICATION OF THE SELECTION BY THE AUDIT COMMITTEE OF UHY AS OUR REGISTERED PUBLIC ACCOUNTING
FIRM.
PROPOSAL NO. 3 — THE ADJOURNMENT PROPOSAL
Overview
The Adjournment Proposal, if adopted, will allow
the Board to adjourn the Meeting to a later date or dates to permit further solicitation of proxies. The Adjournment Proposal may be presented
to the Company’s shareholders in the event, based on the tabulated votes, there are not sufficient votes at the time of the Meeting
to approve the Extension Amendment Proposal or the Auditor Ratification Proposal. For the avoidance of doubt, if put forth at the Meeting,
the Adjournment Proposal will be the first and only proposal voted on and the Extension Amendment Proposal and the Auditor Ratification
Proposal will not be submitted to the shareholders for a vote.
Consequences if the Adjournment Proposal is Not Approved
If the Adjournment Proposal is not approved by
the Company’s shareholders, the Board may not be able to adjourn the Meeting to a later date in the event, based on the tabulated
votes, there are not sufficient votes at the time of the Meeting to approve the Extension Amendment Proposal or the Auditor Ratification
Proposal.
Vote Required for Approval
Approval of the Adjournment Proposal requires
an ordinary resolution under Cayman Islands law, being the affirmative vote of a simple majority of the votes cast by the holders of the
Ordinary Shares present themselves or represented by proxy at the Meeting and entitled to vote on such matter. Failure to vote by proxy
or to vote oneself at the Meeting, abstentions from voting or broker non-votes will have no effect on the outcome of any vote on the Adjournment
Proposal.
Recommendation of the Board
THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS
OF THE COMPANY VOTE “FOR” THE APPROVAL OF THE ADJOURNMENT PROPOSAL.
BACKGROUND
We are a blank check company incorporated as a
Cayman Islands exempted company on June 18, 2021. We were incorporated for the purpose of effecting a merger, share exchange, asset acquisition,
share purchase, reorganization or similar Business Combination.
There are currently 3,628,527 of our Ordinary
Shares, consisting of 1,472,277 Class A Ordinary Shares and 2,156,250 Class B Ordinary Shares issued and outstanding.
On January 18, 2023, the Company held an extraordinary
general meeting of shareholders, to approve an extension of the date by which the Company had to complete its Business Combination from
January 21, 2023 to October 21, 2023 (the “First Extension”), which extension was incorporated into the Amendment to the Second
Amended and Restated Memorandum and Articles of Association which was adopted at such meeting on January 18, 2023. In connection with
the approval of the First Extension, shareholders elected to redeem an aggregate of 7,623,698
Class A ordinary shares. As a result, an aggregate of approximately $78,324,475.94 (approximately
$10.27 per share) was released from the Trust Account to pay such shareholders.
In connection with the First Extension, the Company
issued to the Sponsor an unsecured promissory note having an aggregate principal amount of up to $450,000. The note bears no interest
and will be due and payable (subject to the waiver against trust provisions) on the earlier of (i) the date on which the Company’s
business combination is consummated and (ii) the date of the liquidation of the Company. The First Paid Extension Period is the first
of up to three three-month extensions permitted under our charter. The Sponsor loaned the Company approximately $450,000 to support
the First Extension, of which an aggregate of approximately $[ ] has been deposited into the Trust Account as of the Record Date.
As of the Record Date, approximately $[ ] million
from our initial public offering and the simultaneous sale of the Private Placement Units is being held in our Trust Account in the United
States maintained by Continental, acting as trustee, invested in U.S. “government securities”, within the meaning of Section
2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open ended investment company that holds itself
out as a money market fund selected by us meeting the conditions of Rule 2a-7 of the Investment Company Act, until the earlier of: (i)
the consummation of a Business Combination or (ii) the distribution of the proceeds in the Trust Account as described below.
You are not being asked to vote on the Business
Combination at this time. If the Charter Extension is implemented and you do not elect to redeem your Public Shares, provided that you
are a shareholder on the Record Date for a meeting to consider the Business Combination, you will retain the right to vote on the Business
Combination when it is submitted to shareholders and the right to redeem your Public Shares for cash in the event the Business Combination
is approved and completed or we have not consummated a Business Combination by the Charter Extension Date.
BENEFICIAL OWNERSHIP OF SECURITIES
The following table sets forth information regarding
the beneficial ownership of our Ordinary Shares as of the Record Date, but for purposes of this table after giving effect to the Founder
Conversion that our Sponsor is considering consummating, based on information obtained from the persons named below, with respect to the
beneficial ownership of ordinary shares, by:
| ● | each person known by us to
be the beneficial owner of more than 5% of our outstanding Ordinary Shares; |
| ● | each of our executive officers
and directors that beneficially owns our Ordinary Shares; and |
| ● | all our executive officers
and directors as a group. |
In the table below, the presentation gives effect
to the Founder Conversion, in which our Sponsor has informed us that it is considering converting, on a one-for-one basis 2,156,249 shares
of our Class B Ordinary Shares into 2,156,249 Class A Ordinary Shares, and accordingly, for purposes of the presentation of the following
table, percentage ownership is based on 3,628,527 of our Ordinary Shares, consisting of (i) 3,628,526 Class A Ordinary Shares and (ii)
one (1) Class B Ordinary Share, issued and outstanding as of the Record Date. Prior to our initial Business Combination, only holders
of our Class B Ordinary Shares will have the right to vote on the appointment of directors. Holders of our Public Shares will not be entitled
to vote on the appointment of directors during such time. In addition, prior to the completion of an initial Business Combination, holders
of a majority of our Class B Ordinary Shares may remove a member of the Board for any reason. With respect to any other matter submitted
to a vote of our shareholders, including any vote in connection with our initial Business Combination, except as required by law, holders
of our Founder Shares and holders of our Public Shares will vote together as a single class, with each share entitling the holder to one
vote. Currently, all of the shares of Class B Ordinary Shares are convertible into Class A Ordinary Shares on a one-for-one basis at the
time of a Business Combination (or immediately prior to or following the consummation thereof). Our Sponsor has informed us that it is
considering consummating the Founder Conversion, in part, on the basis that having additional shares of our Class A Ordinary Shares issued
and outstanding may assist the Company in meeting applicable continued listing requirements of the Nasdaq Stock Market LLC.
Unless otherwise indicated, we believe that all
persons named in the table have sole voting and investment power with respect to all ordinary shares beneficially owned by them. The following
table does not reflect record or beneficial ownership of the private placement rights included as part of the Private Placement Units
as these rights are not convertible within 60 days of the date of the Record Date.
| |
Class A Ordinary Shares | | |
Class B Ordinary Shares | | |
Approximate Percentage of | |
Name and Address of Beneficial Owner(1) | |
Number of Shares Beneficially Owned | | |
Approximate Percentage of
Class | | |
Number of Shares Beneficially Owned(2) | | |
Approximate Percentage of
Class | | |
Outstanding Shares of Common Stock | |
AIB Sponsor LLC | |
| 2,501,874 | | |
| 68.95 | % | |
| 1 | | |
| 100.0 | % | |
| 68.95 | % |
Eric Chen(2) | |
| 2,501,874 | | |
| 68.95 | % | |
| 1 | | |
| 100.0 | % | |
| 68.95 | % |
Alex Hoerger | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
David Adelman | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Merry Tang | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
David Knower | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Jie Gao | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
All directors and officers as a group (6 individuals) | |
| 2,501,874 | | |
| 68.95 | % | |
| 1 | | |
| 100.0 | % | |
| 68.95 | % |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Other 5% Owners: | |
| | | |
| | | |
| | | |
| | | |
| | |
Lighthouse Parties (3) | |
| 460,635 | | |
| 12.69 | % | |
| — | | |
| — | | |
| 12.69 | % |
Feis Parties (4) | |
| 257,292 | | |
| 7.09 | % | |
| — | | |
| — | | |
| 7.09 | % |
(1) | Unless otherwise noted, the
business address of each of the above entities or individuals is c/o AIB Acquisition Corporation, 875 Third Avenue, Suite M204A, New
York, New York, 10022. |
(2) | Represents shares held by our
sponsor. Eric Chen, our Chief Executive Officer, who, has voting and dispositive power over the shares held by our sponsor. As such,
Eric Chen may be deemed to beneficially own of the shares held by the Sponsor. |
(3) | According
to a Schedule 13G filed on February 14, 2023 by (i) Lighthouse Investment Partners, LLC (“Lighthouse”), (ii) MAP 136 Segregated
Portfolio, a segregated portfolio of LMA SPC (“MAP 136”), (iii) MAP 214 Segregated Portfolio, a segregated portfolio of LMA
SPC (“MAP 214”) and (iv)Shaolin Capital Partners SP, a segregated portfolio of PC MAP SPC (together with Lighthouse, MAP
136 and MAP 214, the “Lighthouse Parties”). The number of public shares held by the Lighthouse Parties is reported as of
December 31, 2022, which does not reflect any redemption of shares by the Lighthouse Parties in connection with the January 2023 extension
or any other transactions after December 31, 2022. Accordingly, the number of public shares and the percentages set forth in the table
may not reflect the Lighthouse Parties’ current beneficial ownership. The business address of each of the Lighthouse Parties is
3801 PGA Boulevard, Suite 500, Palm Beach Gardens, FL 33410. |
(4) | According to a Schedule 13G/A filed on March 7, 2022 by (i) Feis Equities
LLC (“Feis”) and (ii) Lawrence M. Feis (together with Feis, the “Feis Parties”). The number of public
shares held by the Feis Parties is reported as of March 3, 2022, which does not reflect any redemption of shares by the Feis Parties in
connection with the January 2023 extension or any other transactions after March 3, 2022. Accordingly, the number of public shares and
the percentages set forth in the table may not reflect the Feis Parties’ current beneficial ownership. The business address of each
of the Feis Parties is 20 North Wacker Drive Suite 2115, Chicago, Illinois 60606.
|
FUTURE SHAREHOLDER PROPOSALS
If the Extension Amendment Proposal is approved,
we anticipate that we will hold an extraordinary general meeting before the Charter Extension Date to consider and vote upon approval
of a Business Combination. Accordingly, if we consummate a Business Combination, the Company’s next annual meeting of shareholders
will be held at a future date to be determined by the post-Business Combination company. If the Extension Amendment Proposal is not approved,
or if it is approved but we do not consummate a Business Combination before the Charter Extension Date, the Company will wind up, liquidate
and dissolve.
HOUSEHOLDING INFORMATION
Unless the Company has received contrary instructions,
the Company may send a single copy of this proxy statement to any household at which two or more shareholders reside if the Company believes
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 the Company’s expenses. However, if shareholders prefer to receive multiple sets
of the Company’s 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 the Company’s disclosure documents, the shareholders should follow these instructions:
| ● | if the shares are registered
in the name of the shareholder, the shareholder should contact the Company at the following: |
AIB Acquisition Corporation
875 Third Avenue, Suite M204A
New York, New York, 10022
| ● | if a broker, bank or nominee
holds the shares, the shareholder should contact the broker, bank or nominee directly. |
WHERE YOU CAN FIND MORE INFORMATION
The Company files annual, quarterly and current
reports, proxy statements and other information with the SEC as required by the Exchange Act. The Company’s public filings are also
available to the public from the SEC’s website at www.sec.gov. You may request a copy of the Company’s filings with
the SEC (excluding exhibits) at no cost by contacting the Company at the address and/or telephone number below.
If you would like additional copies of this proxy
statement or the Company’s other filings with the SEC (excluding exhibits) or if you have questions about the proposals to be presented
at the Meeting, you should contact the Company at the following address and e-mail address:
AIB Acquisition Corporation
875 Third Avenue, Suite M204A
New York, New York, 10022
You may also obtain additional copies of this
proxy statement by requesting them in writing or by telephone from the Company’s proxy solicitation agent at the following address,
telephone number and e-mail address:
Advantage Proxy, Inc.
PO Box 10904
Yakima, WA 98909
Attn: Karen Smith
Toll Free Telephone: (877) 870-8565
Main Telephone: (206) 870-8565
E-mail: ksmith@advantageproxy.com
You will not be charged for any of the documents
you request. If your shares are held in a stock brokerage account or by a bank or other nominee, you should contact your broker, bank
or other nominee for additional information.
If you are a shareholder of the Company and would like to request documents,
please do so by October 12, 2023, five business days prior to the Meeting, in order to receive them before the Meeting. If you request
any documents from the Company, such documents will be mailed to you by first class mail or another equally prompt means.
ANNEX A
PROPOSED AMENDMENT
TO THE
SECOND AMENDED AND RESTATED
MEMORANDUM AND ARTICLES OF ASSOCIATION
OF
AIB ACQUISITION CORPORATION
(the “Company”)
AIB Acquisition Corporation (the “Corporation”),
a corporation organized and existing under the laws of the Cayman Islands, does hereby certify as follows:
1. The definition of “Completion
Window” in Article I of the Second Amended and Restated Memorandum of Association of the Corporation is hereby amended and restated
to read in its entirety as follows:
“Completion Window” means
the period of time commencing on, and including the closing date of the Offering, and ending on the date that is the later of 36 months
after such closing date of the Offering (or such earlier date as determined by the Board, in its sole discretion, and included in a public
announcement).
2. The foregoing amendment
to the Amended and Restated Memorandum of Association of the Corporation was duly adopted by a special resolution of the Corporation by
the requisite vote of the shareholders entitled to vote thereon in accordance with the provisions of the laws of the Cayman Islands.
IN WITNESS WHEREOF, AIB Acquisition
Corporation has caused this Certificate of Amendment to the Amended and Restated Memorandum of Association to be duly executed and acknowledged
in its name and on its behalf by an authorized officer as of this day of __, 2023.
AIB ACQUISITION CORPORATION |
|
|
|
BY: |
|
|
NAME: |
Eric Chen |
|
TITLE: |
Chief Executive Officer |
|
PRELIMINARY PROXY CARD
— SUBJECT TO COMPLETION
AIB ACQUISITION CORPORATION
875 THIRD AVENUE, SUITE M204A
NEW YORK, NEW YORK, 10022
FOR THE EXTRAORDINARY GENERAL MEETING IN LIEU
OF AN ANNUAL GENERAL MEETING OF
SHAREHOLDERS OF
AIB ACQUISITION CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD
OF DIRECTORS
The undersigned hereby appoints Eric Chen and
Brandy Gao (each, a “Proxy”; collectively, the “Proxies”) as proxies, each with full power to act
and the power to appoint a substitute to vote the shares that the undersigned is entitled to vote (the “Shares”) at
the extraordinary general meeting in lieu of an annual general meeting of AIB Acquisition Corporation (the “Company”)
to be held on October 19 at [ ] Eastern Time, at the offices of Ellenoff Grossman & Schole LLP located at 1345 Avenue of the Americas,
11th Floor, New York, NY 10105 or at any adjournments and/or postponements thereof. The Company will also be hosting the
extraordinary general meeting in lieu of an annual general meeting via live webcast on the Internet at [ ]. Such Shares shall be
voted as indicated with respect to the proposals listed on the reverse side hereof and in each Proxy’s discretion on such other
matters as may properly come before the extraordinary general meeting in lieu of an annual general meeting or any adjournment or postponement
thereof.
The undersigned acknowledges receipt of the accompanying
proxy statement and revokes all prior proxies for said meeting.
THE SHARES REPRESENTED BY THIS PROXY WHEN PROPERLY EXECUTED WILL
BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO SPECIFIC DIRECTION IS GIVEN AS TO THE PROPOSALS ON THE REVERSE
SIDE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1, 2, AND 3. PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY.
(Continued and to be marked, dated and signed
on reverse side)
~ PLEASE DETACH ALONG PERFORATED LINE AND MAIL
IN THE ENVELOPE PROVIDED. ~
AIB ACQUISITION CORPORATION — THE BOARD OF
DIRECTORS RECOMMENDS
A VOTE “FOR” PROPOSALS 1, 2, AND 3. |
|
|
|
Please mark votes as ☒ indicated in this example |
|
|
|
|
(1) The Extension Amendment Proposal — RESOLVED, as a special resolution, that the Amended and Restated Memorandum of Association and Articles of Association be amended in the form attached to the proxy statement as Annex A, with immediate effect, in order to extend the date by which the Company has to consummate a Business Combination from October 21, 2023 to January 21, 2025 (or such earlier date as determined by the Board). |
|
FOR
☐
|
|
AGAINST
☐
|
|
ABSTAIN
☐
|
|
|
|
|
(2) The Auditor Ratification Proposal — RESOLVED, as an ordinary resolution, that the appointment of UHY LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2023 be ratified, approved and confirmed in all respects. |
|
FOR
☐
|
|
AGAINST
☐
|
|
ABSTAIN
☐
|
|
|
|
|
(3) The Adjournment Proposal — RESOLVED, as an ordinary resolution, that the adjournment of the extraordinary general meeting in lieu of an annual general meeting to a later date or dates to be determined by the chairman of the extraordinary general meeting in lieu of an annual general meeting, or indefinitely, if necessary or convenient, to permit further solicitation and vote of proxies be confirmed, ratified and approved in all respects. |
|
FOR
☐
|
|
AGAINST
☐
|
|
ABSTAIN
☐
|
|
|
Date: , 2023 |
|
|
|
|
|
|
|
|
Signature |
|
|
|
|
|
|
|
|
Signature (if held jointly) |
When
Shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give
full title as such. If a corporation, please sign in full corporate name by president or other authorized officer. If a partnership,
please sign in partnership name by an authorized person.
A
vote to abstain will have no effect on proposal 1, proposal 2 and proposal 3. The Shares represented by the Proxy, when properly executed,
will be voted in the manner directed herein by the undersigned shareholder(s). If no direction is made, this Proxy will be voted FOR
each of proposals 1, 2 and 3. If any other matters properly come before the meeting, the Proxies will vote on such matters in their
discretion.
~ PLEASE DETACH ALONG PERFORATED LINE AND MAIL
IN THE ENVELOPE PROVIDED. ~
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