Shelter Acquisition Corporation I Announces Determination to Liquidate Company and Delist Before Year-End
22 December 2022 - 8:54AM
Shelter Acquisition Corporation I (the “Company”) (Nasdaq: SHQA,
SHQAU, SHQAW) has announced that, at a special meeting of
stockholders held on December 21, 2022, the stockholders approved
an amendment to the Company’s amended and restated certificate of
incorporation to change the date by which the Company must
consummate a business combination from January 2, 2023 to June 30,
2023 or such earlier date as determined by the board of directors
of the Company (the “board”) to be in the best interests of the
Company (such date, the “Termination Date”).
Because the Company does not believe it will be
able to complete an initial business combination by the Termination
Date, on December 21, 2022, the board unanimously determined it is
in the best interest of the Company to liquidate and redeem all
remaining Public Shares before the end of the fiscal year in order
to avoid incurring additional tax liabilities in 2023. Accordingly,
the Company is obligated to redeem the remaining Public Shares as
promptly as possible, but not more than 10 business days after the
the date hereof (the “Mandatory Redemption”). The Company expects
to complete the Mandatory Redemption on or about December 27, 2022.
There will be no redemption rights or liquidating distributions
with respect to the Company’s warrants, which will expire worthless
upon completion of liquidation.
On December 21, 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-half of one Redeemable Warrant (collectively
with the Public Shares and the Redeemable Warrants, the
“Securities”), effective before the opening of trading on December
22, 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 the 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.
For more information, please see the definitive
proxy statement filed by the Company with the SEC on November 23,
2022, as supplemented on December 7, 2022 and December 16,
2022.
Forward-Looking Statements
This press release may include “forward-looking
statements” within the meaning of Section 27A of the Securities Act
of 1933, as amended, and Section 21E of the Exchange Act. All
statements other than statements of historical fact included in
this press release are forward-looking statements. When used in
this press release, words such as “anticipate,” “believe,”
“estimate,” “expect,” “intend” and similar expressions, as they
relate to the Company or its management team, identify
forward-looking statements. Such forward-looking statements are
based on the beliefs of management, as well as assumptions made by,
and information currently available to, the Company’s management.
Actual results could differ materially from those contemplated by
the forward-looking statements as a result of certain factors
detailed in the Company’s filings with the SEC. All subsequent
written or oral forward-looking statements attributable to the
Company or persons acting on the Company’s behalf are qualified in
their entirety by this paragraph. Forward-looking statements are
subject to numerous conditions, many of which are beyond the
control of the Company, including those set forth in the “Risk
Factors” section of 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.
The Company undertakes no obligation to update these statements for
revisions or changes after the date of this release, except as
required by law.
Media Contact:Danion
Fieldingdanion@shelteracq.com
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