ESM Acquisition Corporation Announces Redemption of Public Shares and Subsequent Dissolution
24 February 2023 - 6:48AM
Business Wire
ESM Acquisition Corporation (NYSE: ESM) (the “Company”) today
announces that it will redeem all of its outstanding ordinary
shares that were included in the units issued in its initial public
offering (the “public shares”), effective as of the close of
business on March 10, 2023, as the Company will not consummate an
initial business combination on or prior to March 12, 2023.
Pursuant to the Amended and Restated Memorandum and Articles of
Association (the “Articles”), in the event that the Company does
not consummate a Business Combination by 24 months from the
consummation of the initial public offering, or such later time as
the members may approve in accordance with the Articles, the
Company shall: (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 (less up
to US$100,000 of interest to pay dissolution expenses and which
interest shall be net of taxes payable), divided by the number of
then public shares in issue, which redemption will completely
extinguish the rights of the public shares as members (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 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.
The per-share redemption price for the public shares will be
approximately $10.20.
The public shares will cease trading as of the close of business
on March 9, 2023. As of the close of business on March 10, 2023,
the public shares will be deemed cancelled and will represent only
the right to receive the redemption amount.
The redemption amount will be payable to the holders of the
public shares upon delivery of their shares or units. Beneficial
owners of public shares held in “street name”, however, will not
need to take any action in order to receive the redemption
amount.
There will be no redemption rights or liquidating distributions
with respect to the Company’s warrants, which will be terminated.
The Company’s initial stockholders have waived their redemption
rights with respect to its outstanding common stock issued before
the Company’s initial public offering.
The Company expects that the New York Stock Exchange will file a
Form 25 with the United States Securities and Exchange Commission
(the “Commission”) to delist the Company’s securities. The Company
thereafter expects to file a Form 15 with the Commission to
terminate the registration of its securities under the Securities
Exchange Act of 1934, as amended.
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 Securities Exchange Act of 1934, as
amended. Such forward-looking statements are based on the beliefs
and reasonable assumptions of management, and 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. The Company undertakes no obligation to
update any forward-looking statements after the date of this
release, except as required by law.
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version on businesswire.com: https://www.businesswire.com/news/home/20230223005913/en/
Investor Contact:
Jeffrey Ball, ESM Acquisition Corporation JBall@emgtx.com
ESM Acquisition (NYSE:ESM)
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