LAS
VEGAS, Dec. 15, 2022 /PRNewswire/ -- On
December 15, 2022, the stockholders
of Gaming & Hospitality Acquisition Corp. (the "Company";
Nasdaq: GHACU, GHAC, GHACW) approved an amendment (the "Charter
Amendment") to the Company's Amended and Restated Certificate of
Incorporation (as amended, the "Charter") to allow the Company to
redeem all of its issued and outstanding shares of Class A common
stock, par value $0.0001 per share
(the "Public Shares"), in advance of the Company's original
termination date of February 5, 2023
(the "Original Termination Date") by changing the date by which the
Company must cease all operations, except for the purpose of
winding up, if it fails to consummate a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or
similar business combination (each, a "Business Combination") from
the Original Termination Date to the later of (x) December 15, 2022 or (y) the date of the
effectiveness of the Charter Amendment pursuant to the General
Corporation Law of the State of
Delaware (the "Amended Termination Date"). The Company filed
the Charter Amendment with the Secretary of State of the
State of Delaware on December 15, 2022, whereupon the Charter
Amendment became effective immediately.
Because the Company will not be able to complete a Business
Combination by the Amended Termination Date, the Company will be
obligated to redeem all outstanding Public Shares as promptly as
reasonably possible but not more than ten business days after the
Amended Termination Date (the "Mandatory Redemption"), following
which the Company will be dissolved, liquidated and wound up. The
Mandatory Redemption will completely extinguish the rights of
holders of the Public Shares. There will be no redemption rights or
liquidating distributions with respect to the Company's warrants,
which will expire worthless upon the liquidation of the
Company.
Pursuant to the Charter, the outstanding Public Shares will be
redeemed, subject to lawfully available funds therefor, at a
per-share price, payable in cash, equal to the quotient obtained by
dividing (A) the aggregate amount then on deposit in the trust
account established in connection with the Company's initial public
offering, including interest (net of taxes payable, and less up to
$100,000 of such net interest to pay
dissolution expenses), by (B) the total number of then outstanding
Public Shares. If stockholders hold Units (as defined below), such
stockholders do not need to separate the Units into their component
parts in order to have their Public Shares redeemed. The Company
expects to complete the Mandatory Redemption on or around
December 20, 2022 at a per-share
redemption price of approximately $10.10.
On December 15, 2022, the Company
notified The Nasdaq Stock Market LLC ("Nasdaq") of the Mandatory
Redemption and requested that Nasdaq (i) suspend trading of the
Company's Public Shares, redeemable warrants, each exercisable for
one Public Share at an exercise price of $11.50 per share, subject to adjustment (the
"Redeemable Warrants"), and units, each consisting of one Public
Share and one-third of one Redeemable Warrant (the "Units" and,
collectively with the Public Shares and the Redeemable Warrants,
the "Securities"), effective before the opening of trading on
December 16, 2022, and (ii) file with
the Securities and Exchange Commission (the "SEC") a Form 25
Notification of Removal from Listing and/or Registration
("Form 25") to delist and deregister the Securities under
Section 12(b) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"). Once Form 25 becomes effective to deregister
the Securities under Section 12(b) of the Exchange Act, the Company
intends to file a Form 15 Certification and Notice of Termination
of Registration with the SEC, requesting that the Company's
reporting obligations under Sections 13 and 15(d) of the Exchange
Act be suspended with respect to the Securities.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995
that involve risks and uncertainties. These forward-looking
statements relate to, among other things, statements regarding the
Company's anticipated redemption, liquidation, delisting,
deregistration and dissolution, and involve risks and uncertainties
that could cause actual results to differ materially from those
expected and projected. Words such as "anticipate," "believe,"
"continue," "could," "estimate," "expect," "intend," "may,"
"might," "plan," "possible," "potential," "predict," "project,"
"should," "would" and variations and similar words and expressions
are intended to identify such forward-looking statements. Such
forward-looking statements relate to future events or future
performance, but reflect management's current beliefs, based on
information currently available. A number of factors could cause
actual events, performance or results to differ materially from the
events, performance and results discussed in the forward-looking
statements. For information identifying important factors and risks
that could cause actual results to differ materially from those
anticipated in the forward-looking statements, please refer to the
Company's Annual Report on Form 10-K for the year ended
December 31, 2021, subsequent Quarterly Reports
on Form 10-Q and other documents the Company
has filed with the SEC, as amended from time to time. Copies of the
Company's filings with the SEC are available publicly on the SEC's
website at www.sec.gov.
Forward-looking statements speak only as of the date they are
made, and the Company undertakes no obligations to update or revise
these forward-looking statements, whether as a result of new
information, future events or otherwise, except as required by law.
Nothing in this press release should be regarded as a
representation by any person that the forward-looking statements
set forth herein will be achieved or that any of the contemplated
results of such forward-looking statements will be achieved. The
inclusion of any statement in this press release does not
constitute an admission by the Company or any other person that the
events or circumstances described in any such statement are
material.
About Gaming & Hospitality Acquisition Corp.
Gaming & Hospitality Acquisition Corp. is a special
purpose acquisition 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.
Contact
Kate Thompson / Tim Ragones
Joele Frank, Wilkinson Brimmer
Katcher
212.355.4449
View original
content:https://www.prnewswire.com/news-releases/gaming--hospitality-acquisition-corp-announces-key-dates-in-connection-with-liquidation-301704683.html
SOURCE Gaming & Hospitality Acquisition Corp.
