Jaws Mustang Acquisition Corp

DEF 14A 1 tm2426931-2_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549​

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SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

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☐ Preliminary Proxy Statement

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☒ Definitive Proxy Statement

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☐ Soliciting Material under §240.14a-12

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Jaws Mustang Acquisition Corporation​

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(Name of Registrant as Specified In Its Charter)​

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

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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

2340 Collins Avenue

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 November 26, 2024, at 11 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 ksmith@advantageproxy.com by 11 a.m., Eastern Time, on November 22, 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/egm2024.

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 November 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 December 4, 2024 (the “Amended Termination Date”) to January 4, 2025 (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 twenty-three 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 Delaware limited liability company (the “Sponsor”), and upon five days’ advance notice prior to the applicable Termination Date, until December 4, 2026 (each, an “Additional Charter Extension Date”), or a total of up to twenty-three months after the Charter Extension Date, unless the closing of a business combination shall have occurred prior thereto (the “Extension Amendment Proposal”).

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Proposal No. 2 — 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 (the “Class A Ordinary Shares”), and Class B ordinary shares, par value $0.0001 per share (the “Class B Ordinary Shares”), 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 (ii) where the Board has determined it is otherwise necessary (the “Adjournment Proposal”).

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Each of the Extension 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 and without an additional cost for each Charter Extension 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 and February 2, 2024, 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 incurring significant cost to extend the Amended Termination Date under the current terms of the Memorandum and Articles of Association. 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 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 December 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 November 8, 2024, the most recent practicable date prior to the date of the accompanying proxy statement, the redemption price per share was approximately $11.45, based on the aggregate amount on deposit in the Trust Account of approximately $16,091,056.05 (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 OTC Pink Open Market on November 8, 2024 was $11.30. 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 $0.15 more per share than if the shares were sold in the open market (based on the per share redemption price as of November 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.

On February 5, 2024, JWSM received a written notice from the New York Stock Exchange — American LLC (“NYSEA”) indicating that the staff of NYSEA (the “Staff”) has determined to commence proceedings to delist JWSM’s (i) units, each consisting of one Class A Ordinary Share, and one-fourth of one redeemable warrant (“Units”), (ii) Class A Ordinary Shares and (iii) redeemable warrants included as part of the Units (the “Warrants,” and together with the Units and the Class A Ordinary Shares, the “Securities”), each whole Warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50. NYSEA reached its decision to delist JWSM’s Securities pursuant to Sections 119(b) and 119(f) of the NYSE American Company Guide because JWSM failed to consummate a business combination (i) within 36 months of the effectiveness of its initial public offering registration statement or (ii) such shorter period that JWSM specified in its registration statement. JWSM has a right to a review of the Staff determination to delist the Securities by the Listings Qualifications Panel of the Committee for Review of the Board of Directors of NYSEA (the “Panel”). JWSM timely requested the hearing before the Panel to request sufficient time to complete a business combination.

On October 23, 2024, the Panel convened to consider written submissions made by JWSM and the Staff. On November 1, 2024, the Panel issued written notice of its decision stating that the Panel upholds the Staff’s determination to initiate delisting proceedings. While JWSM could have requested that the full Committee for Review of NYSEA (the “Committee for Review”) reconsider the decision of the Panel, JWSM did not have the full Committee for Review reconsider the decision of the Panel. NYSEA announced on November 1, 2024 that the Staff has determined to suspend trading of the Securities. NYSEA completed the delisting by filing a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), on Form 25 with the U.S. Securities and Exchange Commission (the “SEC”) on November 1, 2024.

JWSM currently has its Securities quoted on the OTC Pink Open Market. JWSM remains subject to the periodic reporting requirements of the Exchange Act.

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 December 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 twenty-three times, each by one additional month (for a total of up to twenty-three additional months to complete a Business Combination).

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 the Extension 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 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 at the Shareholder Meeting.

The Board has fixed the close of business on November 11, 2024 (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 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 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. Approval of the Extension Amendment Proposal requires 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 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 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

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Barry S. Sternlicht

Chairman of the Board of Directors

JAWS MUSTANG ACQUISITION CORPORATION

2340 Collins Avenue

Miami Beach, FL 33139

NOTICE OF AN EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

OF JAWS MUSTANG ACQUISITION CORPORATION

TO BE HELD ON NOVEMBER 26, 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 November 26, 2024, at 11 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 ksmith@advantageproxy.com by 11:00 a.m., Eastern Time, on November 22, 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/egm2024.

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 December 4, 2024 (the “Amended Termination Date”) to January 4, 2025 (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 twenty-three 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 Delaware limited liability company (the “Sponsor”), and upon five days’ advance notice prior to the applicable Termination Date, until December 4, 2026 (each, an “Additional Charter Extension Date”), or a total of up to twenty-three months after the Charter Extension Date, unless the closing of a Business Combination shall have occurred prior thereto (the “Extension Amendment Proposal”); and (ii) an adjournment proposal to adjourn the Shareholder Meeting to a later date or dates, if necessary, (A) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares” or the “Public Shares”), and Class B ordinary shares, par value $0.0001 per share (the “Class B Ordinary Shares”), represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Shareholder Meeting or to approve the Extension Amendment Proposal or (B) where the Board has determined it is otherwise necessary (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 November 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:

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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) January 4, 2025 (or December 4, 2026, 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 forty-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 twenty-three times by an additional one month each time after the forty-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 seventy months from the closing of the IPO.

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 within forty-seven months (or up to seventy months, if applicable under the provisions of Article 49.7) from the consummation of the IPO; 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 December 4, 2026 or (y) amend this Article 49.10.”

Proposal No. 2 — 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 (ii) where the board of directors of JWSM has determined it is otherwise necessary (the “Adjournment Proposal”).

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Each of the Extension 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 and without an additional cost for each Charter Extension 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 and February 2, 2024, 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 incurring significant cost to extend the Amended Termination Date under the current terms of the Memorandum and Articles of Association. 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 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 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 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.

On November 8, 2024, the most recent practicable date prior to the date of the accompanying proxy statement, the redemption price per share was approximately $11.45, based on the aggregate amount on deposit in the Trust Account of approximately $16,091,056.05 (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 OTC Pink Open Market on November 8, 2024 was $11.30. 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 $0.15 more per share than if the shares were sold in the open market (based on the per share redemption price as of November 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.

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 $16,091,056.05 that was in the Trust Account as of November 8, 2024 (including interest not previously released to JWSM to pay its taxes).

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 December 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 twenty-three times, each by one additional month (for a total of up to twenty-three additional months to complete a Business Combination).

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 25,500,000 of JWSM’s Class A Ordinary Shares (excluding any Class A Ordinary Shares owned by Mr. Helfand) and the 375,000 JWSM’s 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.

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.

With respect to the regulation of special purpose acquisition companies (“SPAC”) like JWSM, on January 24, 2024, the SEC issued final rules (the “2024 SPAC Rules”), which became effective on July 1, 2024, that formally adopted some of the SEC’s proposed rules for SPACs that were released on March 30, 2022. The 2024 SPAC Rules, among other items, could impact the extent to which SPACs could become subject to regulation under the Investment Company Act of 1940, as amended (the “Investment Company Act”). 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 3.5 – 4.5% 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, approval of the Extension 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.

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 at the Shareholder Meeting.

On February 5, 2024, JWSM received a written notice from the New York Stock Exchange — American LLC (“NYSEA”) indicating that the staff of NYSEA (the “Staff”) has determined to commence proceedings to delist JWSM’s (i) units, each consisting of one Class A Ordinary Share, and one-fourth of one redeemable warrant (“Units”), (ii) Class A Ordinary Shares and (iii) redeemable warrants included as part of the Units (the “Warrants,” and together with the Units and the Class A Ordinary Shares, the “Securities”), each whole Warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50. NYSEA reached its decision to delist JWSM’s Securities pursuant to Sections 119(b) and 119(f) of the NYSE American Company Guide because JWSM failed to consummate a business combination (i) within 36 months of the effectiveness of its initial public offering registration statement or (ii) such shorter period that JWSM specified in its registration statement. JWSM has a right to a review of the Staff determination to delist the Securities by the Listings Qualifications Panel of the Committee for Review of the Board of Directors of NYSEA (the “Panel”). JWSM timely requested the hearing before the Panel to request sufficient time to complete a business combination.

On October 23, 2024, the Panel convened to consider written submissions made by JWSM and the Staff. On November 1, 2024, the Panel issued written notice of its decision stating that the Panel upholds the Staff’s determination to initiate delisting proceedings. While JWSM could have requested that the full Committee for Review of NYSEA (the “Committee for Review”) reconsider the decision of the Panel, JWSM did not have the full Committee for Review reconsider the decision of the Panel. NYSEA announced on November 1, 2024 that the Staff has determined to suspend trading of the Securities. NYSEA completed the delisting by filing a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), on Form 25 with the U.S. Securities and Exchange Commission (the “SEC”) on November 1, 2024.

JWSM currently has its Securities quoted on the OTC Pink Open Market. JWSM remains subject to the periodic reporting requirements of the Exchange Act.

Record holders of Ordinary Shares at the close of business on November 11, 2024 (the “Record Date”) are entitled to vote or have their votes cast at the Shareholder Meeting. On the Record Date, there were 26,905,293 issued and outstanding Class A Ordinary Shares, 375,000 issued and outstanding Class B Ordinary Shares and 25,875,000 issued and outstanding Public Warrants.

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 (excluding any Class A Ordinary Shares owned by Mr. Helfand). 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 (excluding any Class A Ordinary Shares owned by Mr. Helfand) hold approximately 94.8% of the issued and outstanding Ordinary Shares.

The accompanying proxy statement contains important information about the Shareholder Meeting, the Extension Amendment Proposal, 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 November 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

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Barry S. Sternlicht

Chairman of the Board of Directors