Jaws Mustang Acquisition Corp

For the period ended Jan 25, 2024. Filed Jan 11, 2024.

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Jan 25, 2024 · Filed Jan 11, 2024

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DEF 14A 1 tm2333718-2_def14a.htm DEF 14A

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

Filed by the Registrant ☐

Filed by a Party other than the Registrant ☐

Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

Jaws Mustang Acquisition Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11

LETTER TO SHAREHOLDERS OF JAWS MUSTANG ACQUISITION CORPORATION

1601 Washington Avenue, Suite 800

Miami Beach, FL 33139

Dear Jaws Mustang Acquisition Corporation Shareholder:

You are cordially invited to attend an extraordinary general meeting of Jaws Mustang Acquisition Corporation, a Cayman Islands exempted company (“JWSM”), which will be held on January 25, 2024, at 11:00 a.m., Eastern Time, at the offices of Kirkland & Ellis LLP located at 601 Lexington Avenue, New York, New York 10022, 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 postponed or adjourned (the “Shareholder Meeting”).

The Shareholder Meeting will be conducted via live webcast, but the physical location of the Shareholder Meeting will remain at the location specified above for the purposes of our amended and restated memorandum and articles of association (the “Memorandum and Articles of Association”). If you wish to attend the Shareholder Meeting in person, you must reserve your attendance at least two business days in advance of the Shareholder Meeting by contacting JWSM’s proxy solicitor at JWSM.info@investor.morrowsodali.com by 11:00 a.m., Eastern Time, on January 23, 2024. You will be able to attend the Shareholder Meeting online, vote and submit your questions during the Shareholder Meeting by visiting https://www.cstproxy.com/jawsmustang/2024.

The attached Notice of the Shareholder Meeting and proxy statement describe the business JWSM will conduct at the Shareholder Meeting (unless JWSM determines that it is not necessary to hold the Shareholder Meeting as described in the accompanying proxy statement) and provide information about JWSM that you should consider when you vote your shares. As more fully described in the attached proxy statement, which is dated January 11, 2024, and is first being mailed to shareholders on or about that date, the Shareholder Meeting will be held for the purpose of considering and voting on the following proposals:

Proposal No. 1 — Extension Amendment Proposal — To amend, by way of special resolution, JWSM’s Memorandum and Articles of Association to extend the date (the “Termination Date”) by which JWSM has to consummate a business combination (the “Charter Extension”) from February 4, 2024 (the “Amended Termination Date”) to March 4, 2024 (the “Charter Extension Date”) and to allow JWSM, without another shareholder vote, to elect to extend the Termination Date to consummate a business combination on a monthly basis for up to eleven times by an additional one month each time after the Charter Extension Date, by resolution of JWSM’s board of directors (the “Board”), if requested by Mustang Sponsor, LLC, (the “Sponsor”), and upon five days’ advance notice prior to the applicable Termination Date, until February 4, 2025 (each, an “Additional Charter Extension Date”), or a total of up to twelve months after the Charter Extension Date, unless the closing of a business combination shall have occurred prior thereto (the “Extension Amendment Proposal”);

Proposal No. 2 — Founder Share Amendment Proposal — To amend, by way of special resolution, JWSM’s Memorandum and Articles of Association to provide for the right of a holder of JWSM’s Class B ordinary shares, par value $0.0001 (the “Founder Shares” or the “Class B Ordinary Shares”) to convert such Class B Ordinary Shares into JWSM’s Class A ordinary shares, par value $0.0001 (the “Class A Ordinary Shares”) on a one-for-one basis prior to the closing of a business combination at the election of the holder (the “Founder Share Amendment Proposal”); and

Proposal No. 3 — Adjournment Proposal — To adjourn the Shareholder Meeting to a later date or dates, if necessary, (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient Class A ordinary shares, par value $0.0001 per share and Class B ordinary shares, par value $0.0001 per share in the capital of JWSM represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Shareholder Meeting or at the time of the Shareholder Meeting to approve the Extension Amendment Proposal or the Founder Share Amendment Proposal or (ii) if the holders of Public Shares have elected to redeem an amount of shares in connection with the Extension

Amendment Proposal such that JWSM would not adhere to the continued listing requirements of the New York Stock Exchange — American LLC (the “Adjournment Proposal”).

Each of the Extension Amendment Proposal, the Founder Share Amendment Proposal and the Adjournment Proposal is 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 is to allow JWSM additional time to complete an initial business combination (a “Business Combination”). You are not being asked to vote on a Business Combination at this time.

The Memorandum and Articles of Association, as amended on February 1, 2023, provide that JWSM has until the Termination Date to complete its initial Business Combination. The Board has determined that it is in the best interests of JWSM to seek an extension of the Termination Date and have JWSM’s shareholders approve the Extension Amendment Proposal to allow for a period of additional time to consummate a Business Combination. Without the Charter Extension, JWSM believes that JWSM may not be able to complete a Business Combination on or before the Termination Date. If that were to occur, JWSM would be precluded from completing a Business Combination and would be forced to liquidate.

The purpose of the Founder Share Amendment Proposal is to allow conversion of the Founder Shares at any time prior to a Business Combination. This flexibility may aid JWSM in retaining investors necessary to continue to pursue a Business Combination.

JWSM reserves the right at any time to cancel the Shareholder Meeting and not to submit to its shareholders the Extension Amendment Proposal and implement the Charter Extension. In the event the Shareholder Meeting is cancelled, and a Business Combination is not consummated prior to February 4, 2024, JWSM will dissolve and liquidate in accordance with the Memorandum and Articles of Association.

As contemplated by the Memorandum and Articles of Association, the holders of JWSM’s Class A Ordinary Shares, issued as part of the units sold in JWSM’s initial public offering (the “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 a trust account (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 warrants (the “Private Placement Warrants”), if the Charter Extension is implemented (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, 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 a Business Combination or if JWSM does not complete a Business Combination by the Charter Extension Date.

On January 8, 2024, the most recent practicable date prior to the date of the accompanying proxy statement, the redemption price per share was approximately $10.94, based on the aggregate amount on deposit in the Trust Account of approximately $23,023,148 (including interest not previously released to JWSM to pay its taxes), divided by the total number of then outstanding Public Shares. The Redemption price per share will be calculated based on the aggregate amount on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to JWSM to pay its taxes two business days prior to the initially scheduled date of the Shareholder Meeting. The closing price of the Class A Ordinary Shares on the New York Stock Exchange — American LLC (“NYSEA”) on January 8, 2024 was $10.90. Accordingly, if the market price of the Class A Ordinary Shares were to remain the same until the date of the Shareholder Meeting, exercising redemption rights would result in a public shareholder receiving approximately $0.04 more per share than if the shares were sold in the open market (based on the per share redemption price as of January 8, 2024). JWSM 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 lower than the redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares. JWSM believes that such redemption right enables its public shareholders to determine whether to sustain their investments for an additional period if JWSM does not complete a Business Combination on or before the Termination Date.

If the Extension Amendment Proposal is approved and the Charter Extension becomes effective, within five (5) business days of the date of the Shareholder Meeting, the Sponsor (or one or more of its affiliates, members or third-party designees) (the “Lender”) shall make a deposit into the Trust Account of $25,000, in exchange for one or more unsecured promissory notes issued by JWSM to the Lender. In addition, if the Extension Amendment Proposal is approved and the Charter Extension becomes effective, in the event that JWSM has not consummated a Business Combination by February 4, 2024, without approval of JWSM’s public shareholders, JWSM may, by resolution of the Board, if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, extend the Termination Date up to eleven times, each by one additional month (for a total of up to eleven additional months to complete a Business Combination), provided that the Lender will deposit $25,000 into the Trust Account for each such monthly extension, for an aggregate deposit of up to $275,000 (if all eleven additional monthly extensions are exercised), in exchange for a non-interest bearing, unsecured promissory note issued by JWSM to the Lender. If JWSM completes a Business Combination, it will repay the amounts loaned under the promissory note. If JWSM does not complete a Business Combination by the applicable Termination Date, such promissory note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven.

If the Extension Amendment Proposal is not approved, and a Business Combination is not completed on or before the Termination Date, JWSM 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, 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 JWSM to pay its taxes, if any, (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of JWSM’s remaining shareholders and the Board, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to JWSM’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no distribution from the Trust Account with respect to JWSM’s warrants, which will expire worthless in the event JWSM dissolves and liquidates the Trust Account.

Subject to the foregoing, the approval of each of the Extension Amendment Proposal and the Founder Share Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of Class A Ordinary Shares and Class B ordinary shares, par value $0.0001 per share (the “Class B Ordinary Shares” and together with the Class A Ordinary Shares, the “Ordinary Shares”), voting as a single class, who are present in person or represented by proxy and entitled to vote thereon at the Shareholder Meeting.

Approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued Ordinary Shares, voting as a single class, who are present in person or represented by proxy and entitled to vote thereon at the Shareholder Meeting. The Adjournment Proposal will only be put forth for a vote if there are not sufficient votes to approve the Extension Amendment Proposal and the Founder Share Amendment Proposal at the Shareholder Meeting or if due to redemptions in connection with the Extension Amendment Proposal, JWSM would not adhere to the continued listing requirements of the NYSEA.

The Board has fixed the close of business on December 19, 2023 (the “Record Date”) as the date for determining JWSM’s shareholders entitled to receive notice of and vote at the Shareholder Meeting and any adjournment thereof. Only holders of record of Ordinary Shares on that date are entitled to have their votes counted at the Shareholder Meeting or any adjournment thereof.

JWSM believes that it is in the best interests of JWSM’s shareholders that JWSM obtain the Charter Extension if needed. After careful consideration of all relevant factors, the Board has determined that the Extension Amendment Proposal, the Founder Share Amendment Proposal and the Adjournment Proposal are in the best interests of JWSM and its shareholders, has declared it advisable and recommends that you vote or give instruction to vote “FOR” the Extension Amendment proposal, “FOR” the Founder Share Amendment Proposal and “FOR” the Adjournment Proposal.

Your vote is very important. Whether or not you plan to attend the Shareholder Meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement to make sure that your shares are represented and voted at the Shareholder Meeting. 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 Shareholder Meeting. The approval of the Extension Amendment Proposal and the Founder Share Amendment Proposal require a special resolution under Cayman Islands law, the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued Ordinary Shares, voting as a single class, who are present in person or represented by proxy and entitled to vote thereon at the Shareholder Meeting. Approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued Ordinary Shares, voting as a single class, who are present in person or represented by proxy and entitled to vote thereon at the Shareholder Meeting. Accordingly, if you fail to vote in person or by proxy at the Shareholder Meeting, your shares will not be counted for the purposes of determining whether the Extension Amendment Proposal, the Founder Share Amendment Proposal and the Adjournment Proposal are approved by the requisite majorities.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the Shareholder Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Shareholder Meeting in person, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the Shareholder Meeting but will otherwise not have any effect on whether the proposals are approved. If you are a shareholder of record and you attend the Shareholder Meeting and wish to vote in person, you may withdraw your proxy and vote in person.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR CLASS A ORDINARY SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO JWSM’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE INITIALLY SCHEDULED DATE OF THE SHAREHOLDER MEETING. IN ORDER TO EXERCISE YOUR REDEMPTION RIGHT, YOU NEED TO IDENTIFY YOURSELF AS A BENEFICIAL HOLDER AND PROVIDE YOUR LEGAL NAME, PHONE NUMBER AND ADDRESS IN YOUR WRITTEN DEMAND. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

Enclosed is the proxy statement containing detailed information about the Shareholder Meeting, the Extension Amendment Proposal, the Founder Share Amendment Proposal and the Adjournment Proposal. Whether or not you plan to attend the Shareholder Meeting, JWSM urges you to read this material carefully and vote your shares.

By Order of the Board of Directors of Jaws Mustang Acquisition Corporation.

/s/ Barry S. Sternlicht

Barry S. Sternlicht

Chairman of the Board of Directors

JAWS MUSTANG ACQUISITION CORPORATION

1601 Washington Avenue, Suite 800

Miami Beach, FL 33139

NOTICE OF AN EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

OF JAWS MUSTANG ACQUISITION CORPORATION

TO BE HELD ON JANUARY 25, 2024

To the Shareholders of Jaws Mustang Acquisition Corporation:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of the shareholders of Jaws Mustang Acquisition Corporation, a Cayman Islands exempted company (“JWSM”), will be held on January 25, 2024, at 11:00 a.m., Eastern Time, at the offices of Kirkland & Ellis LLP located at 601 Lexington Avenue, New York, New York 10022, 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 postponed or adjourned (the “Shareholder Meeting”).

You are cordially invited to attend the Shareholder Meeting that will be held for the purpose of considering and voting on (i) an extension amendment proposal to amend, by way of special resolution, JWSM’s Memorandum and Articles of Association to extend the date (the “Termination Date”) by which JWSM has to consummate a business combination (the “Charter Extension”) from February 4, 2024 (the “Amended Termination Date”) to March 4, 2024 (the “Charter Extension Date”) and to allow JWSM, without another shareholder vote, to elect to extend the Termination Date to consummate a business combination on a monthly basis for up to eleven times by an additional one month each time after the Charter Extension Date, by resolution of JWSM’s board of directors (the “Board”), if requested by Mustang Sponsor, LLC, a Cayman Islands limited liability company (the “Sponsor”), and upon five days’ advance notice prior to the applicable Termination Date, until February 4, 2025 (each, an “Additional Charter Extension Date”) or a total of up to twelve months after the Charter Extension Date, unless the closing of a Business Combination shall have occurred prior thereto (the “Extension Amendment Proposal”); (ii) a founder share amendment proposal to amend, by way of special resolution, JWSM’s Memorandum and Articles of Association to provide for the right of a holder of JWSM’s Class B ordinary shares, par value $0.0001 (the “Founder Shares” or the “Class B Ordinary Shares”) to convert such Class B Ordinary Shares into JWSM’s Class A ordinary shares, par value $0.0001 (the “Class A Ordinary Shares”) on a one-for-one basis prior to the closing of a business combination at the election of the holder (the “Founder Share Amendment Proposal”); and (iii) an adjournment proposal to adjourn the Shareholder Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient JWSM ordinary shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Shareholder Meeting or at the time of the Shareholder Meeting to approve the Extension Amendment Proposal (the “Adjournment Proposal”) (unless JWSM determines that it is not necessary to hold the Shareholder Meeting as described in the accompanying proxy statement), each as more fully described below in the accompanying proxy statement, which is dated January 11, 2024 and is first being mailed to shareholders on or about that date.

The full text of the proposals to be voted upon at the Shareholder Meeting is as follows:

Proposal No. 1 — The Extension Amendment Proposal —RESOLVED, as a special resolution that:

a) Article 49.7 of JWSM’s Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 49.7:

“In the event that the Company does not consummate a Business Combination upon the date which is the later of: (i) March 4, 2024 (or February 4, 2025, if applicable under the provisions of this Article 49.7), or (ii) such later time as the Members may approve in accordance with the Articles, the Company shall: (a) cease all operations except for the purpose of winding up; (b) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company (less taxes payable and up to US$100,000 of interest to pay dissolution expenses), divided by the number of the then Public Shares in issue, which redemption will completely extinguish public Members’ rights as Members (including the right to receive further liquidation distributions, if any); and (c) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Members and the Directors, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and other requirements of Applicable Law.

Notwithstanding the foregoing or any other provisions of the Articles, in the event that the Company has not consummated a Business Combination within thirty-seven months from the closing of the IPO, the Company may, without another vote of the Members, elect to extend the date to consummate the Business Combination on a monthly basis for up to eleven times by an additional one month each time after the thirty-seventh month from the closing of the IPO, by resolution of the Directors, if requested by the Sponsor in writing, and upon five days’ advance notice prior to the applicable Termination Date, until forty-eight months from the closing of the IPO, provided that the Sponsor (or one or more of its Affiliates, members or third-party designees) (the “Lender”) will deposit US$25,000 into the Trust Account for each such monthly extension, for an aggregate deposit of up to US$275,000 (if all eleven additional monthly extensions are exercised), in exchange for a non-interest bearing, unsecured promissory note issued by the Company to the Lender. If the Company completes a Business Combination, it will repay the amounts loaned under the promissory note. If the Company does not complete a Business Combination by the applicable Termination Date, such promissory note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven.”

b) Article 49.8(a) of JWSM’s Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 49.8(a):

“to modify the substance or timing of the Company’s obligation to: (i) allow redemptions of the Public Shares in connection with a Business Combination or: (ii) redeem 100 per cent of the Public Shares if the Company has not completed a Business Combination by February 4, 2025, or such later time as the Members may approve in accordance with the Articles; and/or”

c) Article 49.10(b) of JWSM’s Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 49.10(b):

“vote as a class with the Public Shares: (i) on the Company’s initial Business Combination or on any other proposal presented to shareholders prior to or in connection with the completion of an initial Business Combination; or (ii) to approve an amendment to the Memorandum or the Articles to (x) extend the time we have to consummate a business combination beyond February 4, 2025 or (y) amend this Article 49.10.”;

Proposal No. 2 — Founder Share Amendment Proposal —RESOLVED, as a special resolution that:

a) Article 17.2 of the Company’s Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 17.2:

“Class B Shares shall automatically convert into Class A Shares on a one-for-one basis (the “Initial Conversion Ratio”): (a) at any time and from time to time at the option of the holders thereof, or (b) in connection with the consummation of a Business Combination.”

b) Article 17.3 of the Company’s Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 17.3:

“Notwithstanding the Initial Conversion Ratio, in the case that additional Class A Shares or any other Equity-linked Securities, are issued or deemed issued, by the Company in excess of the amounts offered in the IPO and in connection with the consummation of a Business Combination, all Class B Shares in issue shall automatically convert into Class A Shares at the time of the closing of a Business Combination at an adjusted ratio so that the number of Class A Shares issuable upon conversion of all Class B Shares will equal, in the aggregate, 20 per cent of the sum of: (a) the total number of Class A Shares and Class B Shares issued and outstanding upon completion of the IPO, plus (b) the total number of Class A Shares issued or deemed issued or issuable upon conversion or exercise of any Equity-linked Securities or rights issued, or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A Shares or Equity-linked Securities exercisable for or convertible into Class A Shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any private placement warrants issued to the Sponsor, its Affiliates or any Director or Officer upon conversion of working capital loans.”

c) Article 49.10 of the Company’s Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 49.10:

“Except in connection with the conversion of Class B Shares into Class A Shares pursuant to the Class B Ordinary Share Conversion Article hereof where the holders of such Shares have waived any right to receive funds from the Trust Account, after the issue of Public Shares, and prior to the consummation of a Business Combination, the Company shall not issue additional Shares or any other securities that would entitle the holders thereof to:

(a)

receive funds from the Trust Account; or

(b)

vote as a class with Public Shares on a Business Combination.”

Proposal No. 3 — The Adjournment Proposal —RESOLVED, as an ordinary resolution, that the adjournment of the Shareholder Meeting to a later date or dates if necessary, (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient Class A ordinary shares, par value $0.0001 per share and Class B ordinary shares, par value $0.0001 per share in the capital of JWSM represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Shareholder Meeting or to approve the Extension Amendment Proposal or the Founder Share Amendment Proposal or (ii) if the holders of Public Shares have elected to redeem an amount of shares in connection with the Extension Amendment Proposal such that JWSM would not adhere to the continued listing requirements of the New York Stock Exchange — American LLC.

The Memorandum and Articles of Association, as amended on February 1, 2023, provide that JWSM has until the Termination date to complete its initial Business Combination. The Board has determined that it is in the best interests of JWSM to seek an extension of the Termination Date and have JWSM’s shareholders approve the Extension Amendment Proposal to allow for a period of additional time to consummate a Business Combination. Without the Charter Extension, JWSM believes that JWSM may not be able to complete a Business Combination on or before the Termination Date. If that were to occur, JWSM would be precluded from completing a Business Combination and would be forced to liquidate.

JWSM reserves the right at any time to cancel the Shareholder Meeting (by means of adjourning the Shareholder Meeting sine die) and not to submit to its shareholders the Extension Amendment Proposal and implement the Charter Extension. In the event the Shareholder Meeting is cancelled and JWSM is unable to complete a Business Combination on or before the Termination Date, JWSM will dissolve and liquidate in accordance with the Memorandum and Articles of Association.

JWSM believes that it is in the best interests of JWSM’s shareholders that JWSM obtain the Charter Extension if needed. After careful consideration of all relevant factors, the Board has determined that the Extension Amendment Proposal, the Founder Share Amendment Proposal, and the Adjournment Proposal are in the best interests of JWSM and its shareholders, has declared it advisable and recommends that you vote or give instruction to vote “FOR” the Extension Amendment Proposal, “FOR” the Founder Share Amendment Proposal and “FOR” the Adjournment Proposal.

As contemplated by the Memorandum and Articles of Association, the holders of JWSM’s Class A Ordinary Shares, issued as part of the units sold in JWSM’s initial public offering (the “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 a trust account (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 warrants (the “Private Placement Warrants”), if the Charter Extension is implemented (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, 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 a Business Combination or if JWSM does not complete a Business Combination by the Charter Extension Date.

Approval of the Extension Amendment Proposal is a condition to the implementation of the Charter Extension. JWSM 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 $23,023,148 that was in the Trust Account as of January 8, 2024 (including interest not previously released to JWSM to pay its taxes).

If the Extension Amendment Proposal is not approved or the Charter Extension is not implemented, and a Business Combination is not completed on or before the Termination Date, JWSM 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, 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 JWSM to pay its taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of JWSM’s remaining shareholders and the Board, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to JWSM’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

In the event of a liquidation, the Sponsor and the other initial shareholders of JWSM will not receive any monies held in the Trust Account as a result of their ownership of 25,875,000 Class B Ordinary Shares which were issued to the Sponsor prior to the Initial Public Offering, and 11,350,000 private placement warrants, which were purchased by the Sponsor in a private placement which occurred simultaneously with the completion of the Initial Public Offering. As a consequence, a liquidating distribution will be made only with respect to the Public Shares.

With respect to the regulation of special purpose acquisition companies (“SPACs”) like the JWSM, on March 30, 2022, the Securities and Exchange Commission (“SEC”) issued proposed rules relating to, among other items, the extent to which SPACs could become subject to regulation under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The proposal is consistent with less formal positions recently taken by the staff of the SEC. To mitigate the risk of being viewed as operating an unregistered investment company, JWSM has instructed Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account, to liquidate the U.S. government treasury obligations or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in cash in an interest-bearing demand deposit account at a bank until the earlier of consummation of a Business Combination and liquidation of JWSM. Interest on such deposit account is currently approximately 2.5 – 3.0% per annum, but such deposit account carries a variable rate and JWSM cannot assure you that such rate will not decrease or increase significantly. Accordingly, the funds in the Trust Account will cease to be invested and such funds are not expected to otherwise earn interest. This means that the amount available for redemption will not increase in the future, and those shareholders who elect not to redeem their Public Shares in connection with the Charter Extension will receive no more than the same amount, without additional interest, if they redeem their Public Shares in connection with a Business Combination or if JWSM is liquidated in the future, in each case as compared with the per share amount they would receive if they had redeemed in connection with the Charter Extension. See “Risk Factors — 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 JWSM.”

Subject to the foregoing, the approval of each of the Extension Amendment Proposal and the Founder Share Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of Class A Ordinary Shares and Class B Ordinary Shares (together, the “Ordinary Shares”), voting as a single class, who are present in person or represented by proxy and entitled to vote thereon at the Shareholder Meeting.

Record holders of Ordinary Shares at the close of business on December 19, 2023 (the “Record Date”) are entitled to vote or have their votes cast at the Shareholder Meeting. On the Record Date, there were 2,103,614 issued and outstanding Class A Ordinary Shares and 25,875,000 issued and outstanding Class B Ordinary Shares. JWSM’s warrants do not have voting rights.

Our Sponsor and JWSM’s officers, directors and initial shareholders have informed us of their intent to vote all of their Ordinary Shares in favor of the proposals being presented at the Shareholder Meeting. Such shares will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of the accompanying proxy statement, JWSM’s officers, directors and initial shareholders hold approximately 93.2% of the issued and outstanding Ordinary Shares.

The accompanying proxy statement contains important information about the Shareholder Meeting, the Extension Amendment Proposal, the Founder Share Amendment Proposal, and the Adjournment Proposal. Whether or not you plan to attend the Shareholder Meeting, JWSM urges you to read this material carefully and vote your shares.

The accompanying proxy statement is dated January 11, 2024 and is first being mailed to shareholders on or about that date.

By Order of the Board of Directors of Jaws Mustang Acquisition Corporation.

/s/ Barry S. Sternlicht

Barry S. Sternlicht

Chairman of the Board of Directors

January 11, 2024

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