SDCL EDGE Acquisition Corp. Announces Redemption of Class A Ordinary Shares
02 November 2024 - 11:55AM
Business Wire
SDCL EDGE Acquisition Corporation (the “Company”) (NYSE:SEDA)
announced today that due to the Company not consummating an initial
business combination within the time period required by its amended
and restated memorandum and articles of association (the
“Charter”), the Board of Directors of the Company has elected to
dissolve and liquidate the Company in accordance with the
provisions of its Charter.
As stated in the Charter, if the Company does not consummate a
Business Combination by (i) August 2, 2024 or (ii) November 2,
2024, in the event that the Directors resolve by resolutions of the
board of Directors, to extend the amount of time to complete a
Business Combination for up to three (3) times for an additional
one (1) month each time after August 2, 2024, or 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 Class A shares issued
as part of the units issued in the initial public offering (“Public
Shares”), at a per-share price, payable in cash, equal to the
aggregate amount then on deposit in the Company’s trust account
(the “Trust Account”) held with Continental Stock Transfer &
Trust Company (“Continental”), including interest earned on the
funds held in the Trust Account and not previously released to the
Company (less taxes payable and up to $100,000 of interest to pay
dissolution expenses), divided by the number of then Public Shares
in issue, which redemption will completely extinguish public
shareholders’ rights as shareholders (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 shareholders 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.
Net of taxes and dissolution expenses, the per-share redemption
price for the Public Shares is expected to be approximately $11.31
(the “Redemption Amount”) based upon the amount held in the trust
account as of September 30, 2024, which was approximately
$58,688,796.
The Company anticipates that the Public Shares, as well as the
Company’s publicly traded units, will cease trading as of the close
of business on November 1, 2024. After November 1, 2024, the
Company shall cease all operations except for those required to
redeem the Public Shares and wind up the Company’s business. The
redemption of the Public Shares is expected to be completed within
ten business days after November 2, 2024, by November 18, 2024 (the
“Expected Redemption Date”). As of the Expected Redemption Date,
the Public Shares will be deemed cancelled and will represent only
the right to receive the Redemption Amount.
There will be no redemption rights or liquidating distributions
with respect to the Company’s warrants, which will expire
worthless. The Company’s initial shareholders waived their
redemption rights with respect to the outstanding Class B ordinary
shares issued prior to the Company’s initial public offering.
In order to provide for the disbursement of funds from the Trust
Account, the Company will instruct Continental to take all
necessary actions to liquidate the Trust Account. Registered
holders may redeem their shares for their pro rata portion of the
proceeds of the Trust Account upon presentation of their respective
share or unit certificates or other delivery of their shares or
units to Continental, the Company’s transfer agent. Beneficial
owners of Public Shares held in “street name,” however, will not
need to take any action in order to receive the Redemption
Amount.
The Company expects that The New York Stock Exchange will file a
Form 25 with the U.S. Securities and Exchange Commission (the
“SEC”) to delist its securities. The Company thereafter expects to
file a Form 15 with the SEC to terminate the registration of its
securities under the Securities Exchange Act of 1934, as
amended.
About SDCL EDGE Acquisition Corp.
SEDA 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. We have not selected any
business combination target and therefore in accordance with our
Charter, we will proceed with the dissolution and liquidation of
the Company. For more information above SEDA, please visit
https://www.sdcledge.com. The information contained on, or that may
be accessed through, the websites referenced in this press release
is not incorporated by reference into, and is not a part of, this
press release.
Forward-Looking Statements
Certain statements contained in this press release and certain
materials the Company files with the SEC, as well as information
included in oral statements or other written statements made or to
be made by the Company, other than statements of historical fact,
are 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 speak only as of the date of this press release. These
forward-looking statements are based on management’s current
expectations, assumptions and beliefs regarding future events and
are based on currently available information as to the outcome and
timing of future events, certain of which are beyond the Company’s
control, and actual results may differ materially depending on a
variety of important factors. These factors include, but are not
limited to, a variety of risk factors affecting the Company’s
business and prospects disclosed in the Company’s annual, quarterly
reports and subsequent reports filed with the SEC, as amended from
time to time. Any or all of these occurrences could cause actual
results to differ from those in the forward-looking statements, and
the Company does not undertake to update the forward-looking
statements to reflect the impact of circumstances or events that
may arise after the date of the forward-looking statements.
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version on businesswire.com: https://www.businesswire.com/news/home/20241101539160/en/
Investor and Media Contacts Ned Davis Chief Financial
Officer SDCL EDGE Acquisition Corporation (917) 941-8334
ned.davis@sdclgroup.com
Francesca Lorenzini Investor Relations Director SDCL EDGE
Acquisition Corporation (512) 632-0292
francesca.lorenzini@sdclgroup.com
Financial Profiles, Inc. Moira Conlon mconlon@finprofiles.com
(310) 622-8220 Kelly McAndrew (310) 622-8239
kmcandrew@finprofiles.com
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