REG - Spectral MD Holdings - Posting of Circular and Notice of General Meeting

Spectral MD HoldingsAnnouncement

17/08/2023 17:15

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RNS Number : 6916J  Spectral MD Holdings, Ltd.  17 August 2023

 

Spectral MD Holdings, Ltd

("Spectral MD" or the "Company")

 

Posting of Circular and Notice of General Meeting

Form S-4 approved by the U.S. Securities and Exchange Commission and now
effective

Spectral MD posting circular ahead of a general meeting to approve business
combination with Rosecliff

 

LONDON, U.K. AND DALLAS, TX, U.S. -Spectral MD Holdings, Ltd. (AIM: SMD), an
artificial intelligence (AI) company focused on medical diagnostics for faster
and more accurate treatment decisions in wound care, announces that further to
the announcement made on 9 August 2023 in respect of the Company's proposed
cancellation to trading on AIM and business combination agreement (the
"Transaction") with Rosecliff Acquisition Corporation I ("Rosecliff"), a
circular and notice of general meeting has today been sent to shareholders and
is available on the Company's website here (https://investors.spectralmd.com/)
.

 

The general meeting will take place at the offices of the Company located at
2515 McKinney Avenue, Suite 1000, Dallas TX 75201 at 3.00 p.m. (BST) 9.00 a.m.
(CDT) on 31 August 2023.

 

Key information in relation to the Transaction contained in the letter from
the Chairman in the circular is reproduced below (capitalised terms are as
defined in the circular).

 

Market Abuse Regulation (MAR) Disclosure

 

The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulations
(EU) No. 596/2014 as it forms part of UK domestic law by virtue of the
European Union (Withdrawal) Act 2018 ("MAR"). Upon the publication of this
announcement via Regulatory Information Service ("RIS"), this inside
information is now considered to be in the public domain.

 

Additional Information and Where to Find It

 

This press release is provided for informational purposes only and contains
information with respect to a proposed business combination among Spectral MD,
Rosecliff, Ghost Merger Sub I Inc., a wholly-owned subsidiary of Rosecliff and
Ghost Merger Sub II LLC, a wholly-owned subsidiary of Rosecliff (the
"Transaction"). In connection with the proposed Transaction, Rosecliff has
filed a registration statement on Form S-4 with the SEC, which includes the
definitive proxy statement/prospectus (as amended from time to time, the
"Registration Statement"). A full description of the proposed Transaction has
been included in the Registration Statement filed by Rosecliff with the SEC.
Rosecliff's stockholders, investors and other interested persons are advised
to read the Registration Statement as well as other documents that have been
filed with the SEC, as these documents will contain important information
about Rosecliff, Spectral MD, and the proposed Transaction. The Registration
Statement has been declared effective by the SEC as of 11 August 2023. The
proxy statement/prospectus and other relevant documents for the proposed
Transaction will be mailed to stockholders of Rosecliff as of a record date to
be established for voting on the proposed Transaction. Rosecliff investors and
stockholders will also be able to obtain copies of the proxy
statement/prospectus and other documents filed with the SEC, without charge,
at the SEC's website at www.sec.gov (http://www.sec.gov) .

 

Participants in the Solicitation

 

Rosecliff, Spectral MD and certain of their respective directors, executive
officers, other members of management and employees may, under SEC rules, be
deemed participants in the solicitation of proxies from Rosecliff's
stockholders with respect to the proposed Transaction. Investors and security
holders may obtain more detailed information regarding the names and interests
in the proposed Transaction of Rosecliff's directors and officers in
Rosecliff's filings with the SEC, including Rosecliff's definitive proxy
statement, the Registration Statement and other documents filed with the SEC.
Such information with respect to Spectral MD's directors and executive
officers has also been included in the Registration Statement.

 

No Offer or Solicitation

 

This press release and the information contained herein do not constitute (i)
(a) a solicitation of a proxy, consent or authorization with respect to any
securities or in respect of the proposed Transaction or (b) an offer to sell
or the solicitation of an offer to buy any security, commodity or instrument
or related derivative, nor shall there be any sale of securities in any
jurisdiction in which the offer, solicitation or sale would be unlawful prior
to the registration or qualification under the securities laws of any such
jurisdiction or (ii) an offer or commitment to lend, syndicate or arrange a
financing, underwrite or purchase or act as an agent or advisor or in any
other capacity with respect to any transaction, or commit capital, or to
participate in any trading strategies. No offer of securities in the United
States or for the account or benefit of U.S. persons (as defined in Regulation
S under the U.S. Securities Act of 1933 (the "Securities Act") shall be made
except by means of a prospectus meeting the requirements of Section 10 of the
Securities Act, or an exemption therefrom. Investors should consult with their
counsel as to the applicable requirements for a purchaser to avail itself of
any exemption under the Securities Act.

 

Forward Looking Statements

 

This press release contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. This includes, without
limitation, all statements regarding (i) the proposed Transaction with
Rosecliff, including statements regarding anticipated timing of the proposed
Transaction, (ii) redemptions of Rosecliff common stock, (iii) valuation of
the proposed Transaction, (iv) the closing of the proposed Transaction, (v)
the ability to regain compliance with Nasdaq Capital Market listing
requirements and to maintain listing, or for the Combined Company to be
listed, on the Nasdaq Capital Market, (vi) Rosecliff and Spectral MD's
managements' expectations and expected synergies of the proposed Transaction
and the Combined Company, (vii) the use of proceeds from the proposed
Transaction, (viii) potential government contracts, and (ix) expected
beneficial outcomes and synergies of the proposed Transaction, (x) Spectral
MD's U.S. government contracts and future awards, (xi) FDA, CE and UKCA
regulatory submissions and approvals, (xii) target markets of burn wounds and
diabetic foot ulcers, (xiii) possible competitors, (xiv) future clinical
indications and use of BARDA, (xv) potential PIPE transaction and amount
raised, (xvi) future applications of Spectral MD products, (xvii) potential
indications and areas of interest supported by BARDA, (xviii) future and
pending U.S. patent applications and foreign and international patent
applications, (xvix) the AIM delisting and its effects for U.K. Spectral MD
shareholders, (xxx) the development of DeepView® technology and tools; (xxxi)
the effectiveness of the DeepView® platform in assessing burn wounds, (xxxii)
the reliability of any studies performed by Spectral MD, and (xxxiii) the
completion of any certifications. Generally, statements that are not
historical facts, including statements concerning our possible or assumed
future actions, business strategies, events or results of operations, are
forward-looking statements. These statements may be preceded by, followed by
or include the words "believes," "estimates," "expects," "projects,"
"forecasts," "may," "will," "should," "seeks," "plans," "scheduled,"
"anticipates" or "intends" or similar expressions. Such forward-looking
statements involve risks and uncertainties that may cause actual events,
results or performance to differ materially from those indicated by such
statements. These forward-looking statements are expressed in good faith, and
Spectral MD and Rosecliff believe there is a reasonable basis for them.
However, there can be no assurance that the events, results or trends
identified in these forward-looking statements will occur or be achieved.
Forward-looking statements speak only as of the date they are made, and
neither Spectral MD nor Rosecliff is under any obligation, and expressly
disclaim any obligation, to update, alter or otherwise revise any
forward-looking statement, whether as a result of new information, future
events or otherwise, except as required by law.

 

Forward-looking statements are inherently subject to risks, uncertainties and
assumptions. In addition to risk factors previously disclosed in Rosecliff's
reports filed with the SEC and those identified elsewhere in this press
release, the following factors, among others, could cause actual results to
differ materially from forward-looking statements or historical performance:
(i) risks associated with product development and regulatory review, including
the time, expense and uncertainty of obtaining clearance, approval or De Novo
classification for Spectral MD's DeepView technology, (ii) Spectral MD's
ability to obtain additional funding when needed and its dependence on
government funding, (iii) expectations regarding Spectral MD's strategies and
future financial performance, including its future business plans or
objectives, prospective performance and opportunities and competitors,
revenues, products and services, pricing, operating expenses, market trends,
liquidity, cash flows and uses of cash, capital expenditures, and Spectral
MD's ability to invest in growth initiatives and pursue acquisition
opportunities; (iv) the risk that the proposed Transaction may not be
completed in a timely manner at all, which may adversely affect the price of
Rosecliff's securities; (v) the failure to satisfy the conditions to the
consummation of the proposed Transaction, including the adoption of the
business combination agreement by the stockholders of Rosecliff and the
stockholders of Spectral MD, and the receipt of certain governmental and
regulatory approvals; (vi) the lack of third party valuation in determining
whether or not to pursue the proposed Transaction; (vii) the ability of
Rosecliff to regain compliance with Nasdaq Capital Market listing requirements
and to maintain listing, or for the Combined Company to be listed, on the
Nasdaq Capital Market; (viii) the occurrence of any event, change or other
circumstances that could give rise to the termination of the business
combination agreement; (ix) the outcome of any legal proceedings that may be
instituted against Rosecliff or Spectral MD following announcement of the
proposed Transaction; (x) the risk that the proposed Transaction may not be
completed by Rosecliff's business combination deadline and the potential
failure to obtain an extension of the business combination deadline; (xi) the
effect of the announcement or pendency of the proposed Transaction on Spectral
MD's business relationships, operating results, and business generally; (xii)
volatility in the price of Rosecliff's securities due to a variety of factors,
including changes in the competitive and regulated industries in which
Rosecliff plans to operate or Spectral MD operates, variations in operating
performance across competitors, changes in laws and regulations affecting
Rosecliff's or Spectral MD's business, Spectral MD's inability to implement
its business plan or meet or exceed its financial projections and changes in
the combined capital structure; (xiii) Rosecliff's ability to raise capital as
needed; (ixv) the ability to implement business plans, forecasts, and other
expectations after the completion of the proposed Transaction and identify and
realize additional opportunities; (xv) the risk that the announcement and
consummation of the proposed Transaction disrupts Spectral MD's current
operations and future plans; (xvi) the ability to recognize the anticipated
benefits of the proposed Transaction; (xvii) unexpected costs related to the
proposed Transaction; (xviii) the amount of any redemptions by existing
holders of the Rosecliff common stock being greater than expected; (xix)
limited liquidity and trading of Rosecliff's securities; (xx) geopolitical
risk and changes in applicable laws or regulations; (xxi) the possibility that
Rosecliff and/or Spectral MD may be adversely affected by other economic,
business, and/or competitive factors; (xxii) operational risk; and (xxiii)
changes in general economic conditions, including as a result of the COVID-19
pandemic. The foregoing list of factors is not exhaustive. You should
carefully consider the foregoing factors and the other risks and uncertainties
described in the "Risk Factors" sections of the Rosecliff's Annual Report on
Form 10-K, Quarterly Reports on Form 10-Q, the Registration Statement and the
other documents filed by Rosecliff from time to time with the SEC. These
filings identify and address other important risks and uncertainties that
could cause actual events and results to differ materially from those
contained in the forward-looking statements.

 

Readers are cautioned not to put undue reliance on forward-looking statements,
and neither Spectral MD nor Rosecliff assumes any obligation and do not intend
to update or revise these forward-looking statements, whether as a result of
new information, future events, or otherwise, except as required by securities
and other applicable laws. Neither Spectral MD nor Rosecliff gives any
assurance that it will achieve its expectations.

 

 

For further information please contact:

 

 Spectral MD Holdings, Ltd.                               IR@Spectralmd.com
 Wensheng Fan, Chief Executive Officer                    via Walbrook PR

 Nils Windler, Chief Financial Officer

 SP Angel Corporate Finance LLP (NOMAD and Joint Broker for Spectral MD)                        Tel: +44 (0)20 3470 0470
 Stuart Gledhill / Harry Davies-Ball (Corporate Finance)

 Vadim Alexandre / Rob Rees (Sales & Broking)

 The Equity Group Inc. (US Investor Relations)            dsullivan@equityny.com
 Devin Sullivan                                           Tel: 212-836-9608

 Walbrook PR Ltd (UK Media & Investor Relations)          spectralMD@walbrookpr.com
 Paul McManus / Louis Ashe-Jepson / Alice Woodings        Tel: +44 (0)20 7933 8780

 

 

About Spectral MD

 

Spectral MD is a predictive AI company focused on medical diagnostics for
faster and more accurate treatment decisions in wound care for burn, DFU, and
future clinical applications. At Spectral MD, we are a dedicated team of
forward-thinkers striving to revolutionize the management of wound care by
"Seeing the Unknown"® with our DeepView® Wound Diagnostics System. The
Company's DeepView® platform is the only predictive diagnostic device that
offers clinicians an objective and immediate assessment of a wound's healing
potential prior to treatment or other medical intervention. With
algorithm-driven results that substantially exceed the current standard of
care, Spectral MD's diagnostic platform is expected to provide faster and more
accurate treatment insight, significantly improving patient care and clinical
outcomes. For more information, visit the Company at: www.spectralmd.com
(http://www.spectralmd.com) .

 

About Rosecliff Acquisition Corp I

 

Rosecliff is a blank check company formed for the purpose of effecting a
merger, capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination with one or more businesses.
Its principals possess public and private market investing experience and
operational knowledge to bring value added benefits to Spectral MD. The
Rosecliff team has substantial experience investing in rapidly growing and
disruptive technologies across the financial, consumer, healthcare and
software industries, as well as a long-term track record in creatively
structuring transactions to unlock and maximize value.

 

 

 

 

1. INTRODUCTION

I am pleased to be writing to you to inform you of certain material
transactions that the Board of Directors of the Company is recommending for
your approval at a General Meeting to be held on 31 August 2023. The Company
is seeking your approval of the following resolutions (the "Resolutions"): (i)
the approval of an amendment to the Company's Certificate of Incorporation to
change the consent requirement to approve the delisting of the Company's
Common Stock from AIM to consent by Shareholders holding not less than 75 per
cent of votes cast by Shareholders present in a general meeting; and (ii)
subject to the approval of the Resolution set out above, the approval of the
Company to seek the Cancellation. The Notice of General Meeting is set out on
page 12 of the Circular. The Board of Directors of the Company have
unanimously approved each of the Resolutions listed above. Additionally, the
Circular constitutes notice, pursuant to Section 228(e) of the General
Corporation Law of the State of Delaware (the "DGCL"), that Shareholders
constituting the required Company Stockholder Transaction Approval (as defined
in the Business Combination Agreement) adopted the Business Combination
Agreement and approved the Business Combination and the other transactions
contemplated by the Business Combination Agreement, by executing the Written
Consent in Lieu of Special Meeting of Shareholders on 16 August 2023. A copy
of this Written Consent is enclosed as Appendix I in the Circular.

The purpose of the Circular is to: (i) provide notice of the General Meeting;
(ii) seek Shareholders' approval of the Resolutions; (iii) provide information
on the background to and reasons for the proposed Merger and Cancellation; and
(iv) explain the consequences of the Merger and Cancellation and provide
reasons why the Directors unanimously consider both the Merger and
Cancellation to be in the best interests of the Company and its Shareholders
as a whole.

2.    THE MERGER AND CANCELLATION

(A)   Merger with Rosecliff Merger Sub I

On 11 April 2023, the Company entered into the Business Combination Agreement
with Rosecliff and two of Rosecliff's wholly-owned subsidiaries, including
Rosecliff Merger Sub I. Following completion of the Business Combination, the
Company will become a subsidiary of Rosecliff and will maintain all the
ongoing business operations of the Company. In connection with the completion
of the Business Combination, Rosecliff will be renamed Spectral AI, Inc. (the
"Combined Company") and will change its ticker symbol on The Nasdaq Capital
Market to "MDAI".

 

As part of the Business Combination, the Company's Shareholders will receive
aggregate consideration in the form of 17,000,000 shares of common stock of
the Combined Company, equal to approximately 92.7 per cent. of the issued and
outstanding shares of the Combined Company's common stock immediately
following completion of the Business Combination (the "Aggregate Transaction
Consideration").(1) Assuming a value of $10.00 per share of the Combined
Company's common stock (which is the price at which Rosecliff completed its
initial public offering on 17 February 2021), the Aggregate Transaction
Consideration implies an aggregate equity value for the Company of
approximately $170 million. All the Company's operations will continue
unchanged following completion of the Business Combination.

Pursuant to the Cancellation, all Common Stock will be cancelled and converted
into the right to receive a pro rata portion of the Aggregate Transaction
Consideration in shares of the Combined Company's common stock which will be
traded on Nasdaq under the new Combined Company's ticker symbol (NASD:MDAI).
Subject to the passing of the Resolutions and completion of the Business
Combination, trading in shares of the Combined Company is expected to commence
on or about 8 September 2023.

Completion of the Business Combination is conditional on the following:

·        the requisite approval by Rosecliff shareholders of the
Business Combination and related matters being obtained;

·        the requisite approval by the Company's Shareholders of the
Merger being obtained (which, as stated in Section 1 hereof, has already been
obtained);

·        the registration statement on Form S-4 including a proxy
statement/prospectus filed by Rosecliff with the SEC becoming effective under
the Securities Act, a "no stop order" suspending the effectiveness of such
registration statement having been issued, and there being no proceedings
initiated or threatened by the SEC (and not withdrawn) for that purpose; and

·        confirmation of there being no governmental order, statute,
rule or regulation in force to restrain, enjoin, or otherwise prohibit the
completion of the Business Combination.

For further information on the Business Combination, please see the latest
Form S-4 available on the SEC's website at:

https://www.sec.gov/Archives/edgar/data/1833498/000121390023066382/f424b30823_rosecliff.htm
(https://www.sec.gov/Archives/edgar/data/1833498/000121390023066382/f424b30823_rosecliff.htm)

(B)   Amendment to the Company's Certificate of Incorporation

The Company was admitted to trading on AIM on 22 June 2021. The Company
amended its original Certificate of Incorporation to include certain elements
considered appropriate or otherwise required for companies listed on AIM. The
Company now wishes to amend Article 4(C)(3) of its Certificate of
Incorporation prior to the Cancellation to conform with Rule 41 of the AIM
Rules. The current Certificate of Incorporation provides that the approval of
Shareholders holding 75 per cent of all of the outstanding shares of Common
Stock is required to delist the Company's Common Stock from trading on AIM,
and the proposed amendment would change this to be a requirement for the
approval of shareholders holding not less than 75 per cent of votes cast by
Shareholders at a general meeting.

(C)   Voluntary Cancellation of the Company's Admission to AIM

Following completion of the Business Combination, the Combined Company's
common stock will be traded on Nasdaq. Following completion of the Business
Combination, the Company will not be eligible to remain on AIM without the
Combined Company being admitted to AIM. The Directors believe that such
efforts would incur substantial additional costs and expenses associated with
maintaining a dual-listing on both AIM and Nasdaq. The Company seeks to
eliminate the additional regulatory costs and expenses associated with the
Company's maintenance of an admission to AIM. The Company is headquartered in
the United States and is formed and governed by the laws of the State of
Delaware located in the United States.

1This level of ownership interest assumes: (a) no Rosecliff shareholder
exercises its redemption rights with respect to his/her/its shares for a pro
rata portion of the funds in Rosecliff's trust account; (b) no shares are
issued pursuant to the new Rosecliff equity incentive plan; (c) forfeiture of
all of the Rosecliff management team's private placement warrants and no
exercise of the public warrants; (d) no shares are issued pursuant to the
potential private placement; (e) Rosecliff and other founding initial
stockholders retain 880,000 founder shares; (f) all new options for shares of
the Combined Company common stock are vested and exercised; (g) all new
warrants for shares of the Combined Company stock are exercised; and (h) all
new restricted stock units for shares of the Combined Company stock are vested
and issued in respect thereof.

 

 

Please note that the Company's proxyholder currently holds an aggregate of
90,646,476 shares of Common Stock, representing approximately 66.6 per cent.
of the outstanding Common Stock of the Company, voting in FAVOUR of all the
Resolutions.

3.   THE PROCESS FOR EXCHANGING SHARES ON AIM FOR SHARES OF COMMON STOCK ON
NASDAQ

Following the completion of the Business Combination and the receipt of the
Aggregate Transaction Consideration, all shares of the Company's Common Stock
will be cancelled and converted into the right to receive a pro rata portion
of shares of the Combined Company's common stock, without any action to be
completed on behalf of the Company's Shareholders.

The Business Combination Agreement provides that, at the effective time of the
first merger between the Company and Rosecliff Merger Sub I (the "First
Effective Time"), Rosecliff will deposit with the Exchange Agent certificates,
or at the Company's option, evidence of book-entry shares representing the
shares of Combined Company's common stock issuable to the Company's
Shareholders. The Company's current intention is that the Combined Company
common stock issuable to the Company's Shareholders in the Business
Combination will be issued in book-entry form.

The Business Combination Agreement provides that concurrently with Rosecliff's
mailing of a proxy statement to its stockholders for purposes of approving the
Business Combination and related matters, the Exchange Agent will mail to each
Shareholder of record (i) a certificate or certificates which, immediately
prior to the First Effective Time, represented outstanding shares of the
Company's Common Stock,; (ii) a letter of transmittal; and (iii) instructions
for surrendering and exchanging Company stock certificates and book entry
shares held by such record holder in exchange for certificates or book-entry
shares of the Combined Company's common stock. Upon surrender of a Company
stock certificate or book entry shares to the Exchange Agent, together with a
duly signed letter of transmittal and such other documents as the Exchange
Agent or Company may reasonably require, the Company stock certificate or book
entry shares so surrendered will be cancelled and the Shareholder will be
entitled to receive a certificate or certificates or book-entry shares, as
applicable, representing the number of shares of the Combined Company's common
stock that such holder has the right to receive pursuant to the provisions of
the Business Combination Agreement. No interest shall be paid or shall accrue
for the benefit of holders of Company stock certificates or book entry shares
on the Aggregate Transaction Consideration payable in respect of such
certificates or book entry shares.

From and after the First Effective Time, until it is surrendered, each share
of Company Common Stock will be deemed to represent only the right to receive
a pro rata portion of shares of the Combined Company's common stock.

4.   THE PROCESS FOR THE CANCELLATION

The Directors are aware that certain Shareholders may be unable or unwilling
to hold common stock in the Combined Company which is intended to be traded on
Nasdaq in the event the Cancellation is approved and becomes effective. Such
Shareholders should consider selling their interests in the Company's Common
Stock prior to the Cancellation becoming effective.

Under the AIM Rules, it is a requirement that the Cancellation must be
approved by not less than 75 per cent. of votes cast by Shareholders at the
General Meeting, and the amended Certificate of Incorporation

of the Company will reflect this position. Accordingly, the Notice of General
Meeting set out at the end of the Circular contains a resolution of the
Shareholders to approve the Cancellation.

If the Cancellation Resolution is passed, the last day of dealings in Common
Stock on AIM will be 7 September 2023 and the Cancellation will take effect at
7.00 a.m. (BST) on 8 September 2023. If the Cancellation becomes effective, SP
Angel Corporate Finance LLP will cease to be the Nominated Adviser of the
Company and the Company will no longer be required to comply with the AIM
Rules.

If the Business Combination is completed, the Company will be a wholly-owned
subsidiary of Spectral AI, Inc. and accordingly there will be no mechanism for
trading shares in the Company. Shareholders should note that, as a
wholly-owned subsidiary, should the Cancellation not be approved, the
Company's Common Stock is unlikely to remain suitable for continued Admission
to trading on AIM.

5.    THE PRINCIPAL EXPECTED EFFECTS OF THE CANCELLATION

The principal expected effects of the Cancellation include the following:

·      the Company will no longer have an independent Nominated Adviser
after the Cancellation with the Combined Company maintaining a listing on
Nasdaq;

·      the regulatory and financial reporting regime applicable to
companies whose shares are admitted to trading on AIM will no longer apply to
the Company;

·      Shareholders will lose certain protections for minority
shareholders under the AIM Rules, such as the independence of the Board and
scrutiny of transactions with related parties, potentially allowing larger
shareholders to exercise more influence and control (although the Combined
Company will be subject to Nasdaq rules on independence and the SEC's
disclosure rules with respect to transactions with related parties);

·      the Company may no longer be required to seek Shareholder
approval, where applicable, for reverse takeovers and fundamental changes in
the Company's business (although the Combined Company will be subject to
Nasdaq's shareholder approval rules);

·      the Company will no longer be subject to UK MAR regulating inside
information and other matters;

·      the Company will no longer be required to publicly disclose any
change in major shareholdings in the Company under the Disclosure Guidance and
Transparency Rules (although greater than 5 per cent. beneficial owners in the
Combined Company will be required to file certain reports with the SEC
disclosing their beneficial ownership and changes in their beneficial
ownership); and

·      the Company will become subject to the rules and regulations of
the SEC for publicly traded securities and the Nasdaq rules and regulations
(including those noted above) in relation to operating as a U.S. public
company and maintaining a listing on Nasdaq.

The above considerations are not exhaustive, and all Shareholders should seek
their own independent advice when assessing the likely impact of the
Cancellation and of any possible tax effects on them.

Certain Shareholders may be unable or unwilling to hold Common Stock following
the Cancellation and they should consider selling their Common Stock on AIM
prior to the Cancellation becoming effective. The Board is, however, making no
recommendation as to whether or not Shareholders should buy or sell Common
Stock.

6.    GENERAL MEETING

A Notice of General Meeting is included with the Circular convening the
General Meeting to be held at the offices of the Company located at 2515
McKinney Avenue, Suite 1000, Dallas TX 75201 at 3.00 p.m. (BST)/9.00 a.m.
(CDT) on 31 August 2023 at which the Resolutions will be proposed.

7.     RECOMMENDATION AND IRREVOCABLE VOTING UNDERTAKINGS

The Directors consider the Merger (and the larger Business Combination) and
the Cancellation to be in the best interests of the Company and its
Shareholders as a whole and accordingly unanimously recommend that
Shareholders vote in favour of the Resolutions to be proposed at the General
Meeting.

The Company has received irrevocable undertakings to vote in favour of the
Resolutions from all of the Directors who hold Common Stock in respect of
their entire beneficial holdings of Common Stock amounting to, in aggregate,
1,869,267 shares of Common Stock, representing approximately 1.4 per cent. of
the Common Stock.

In addition to the Directors, certain other Shareholders have irrevocably
undertaken to vote in favour of the Resolutions in respect of the Common Stock
in which they are interested, amounting in aggregate to 88,777,209 shares of
Common Stock, representing approximately 65.2 per cent. of the Common Stock.

Finally, as stated in Section 1, certain Shareholders constituting the
required Company Stockholder Transaction Approval (as defined in the Business
Combination Agreement) adopted the Business Combination Agreement and approved
the Business Combination and the other transactions contemplated by the
Business Combination Agreement, by executing the Written Consent in Lieu of
Special Meeting of Shareholders on 16 August 2023. A copy of this Written
Consent is enclosed hereto as Appendix I in the Circular.

 

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