Post Holdings Partnering Corporation To Redeem its Public Shares and Will Not Consummate a Partnering Transaction
11 Maio 2023 - 5:05PM
Post Holdings Partnering Corporation (NYSE: PSPC) (the “Company”)
today announced that its board of directors (the “Board”) has
decided to redeem all of its outstanding shares of Series A common
stock, par value $0.0001 per share, previously issued in the
Company’s initial public offering (the “Public Shares”), with such
redemption anticipated to be effective as of May 30, 2023, because
the Company will not consummate a partnering transaction within the
time period required by its amended and restated certificate of
incorporation (the “Charter”).
As stated in the Company’s Charter and in the Company’s
registration statement on Form S-1 (Registration No. 333-252910),
initially filed with the United States Securities and Exchange
Commission (the “Commission”) on February 9, 2021, relating to the
Company’s initial public offering (the “Form S-1”), if the Company
is unable to complete a partnering transaction within 24 months of
the initial public offering (or 27 months following an agreement in
principle event) or during any extended time that the Company has
to consummate a partnering transaction beyond 24 months (or 27
months following an agreement in principle event) as a result of a
stockholder vote to amend the Charter, the Company will: (1) cease
all operations except for the purpose of winding up; (2) as
promptly as reasonably possible but not more than 10 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
Company’s trust account (the “Trust Account”), including interest
(which interest shall be net of taxes payable, and less up to
$100,000 of interest to pay dissolution expenses), divided by the
number of then outstanding Public Shares, which redemption will
completely extinguish public stockholders’ rights as stockholders
(including the right to receive further liquidating distributions,
if any) and (3) as promptly as reasonably possible following such
redemption, subject to the approval of the Company’s remaining
stockholders and the Board, dissolve and liquidate, subject in each
case to its obligations under Delaware law to provide for claims of
creditors and the requirements of other applicable law.
The Company anticipates that the last day of trading in the
Public Shares will be May 26, 2023. On or about May 30, 2023, the
Public Shares will be deemed cancelled and will represent only the
right to receive the per-share redemption price for the Public
Shares to be announced at a later date (the “Redemption
Amount”).
The Redemption Amount will be payable to the holders of the
Public Shares upon presentation of their respective share or unit
certificates or other delivery of their shares or units to the
Company’s transfer agent, Continental Stock Transfer & Trust
Company. 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. The Company’s initial
stockholder has waived its redemption rights with respect to the
outstanding Series F common stock of the Company issued prior to
the Company’s initial public offering. After May 28, 2023, the
Company shall cease all operations except for those required to
wind up the Company’s business.
The Company expects that the New York Stock Exchange will file a
Form 25 with the Commission to delist its 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. All statements other than statements of
historical fact included in this press release are forward-looking
statements, including, without limitation, those statements
relating to the redemption of the Company’s Public Shares. When
used in this press release, words such as “anticipate,” “believe,”
“estimate,” “expect,” “intend,” “will” and similar expressions, as
they relate to the Company or its management, identify
forward-looking statements. Such forward-looking statements are
based on the beliefs of the Company’s 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
Commission. All subsequent written or oral forward-looking
statements attributable to the Company or persons acting on its
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 latest Annual
Report on Form 10-K and subsequent Quarterly Reports on
Form 10-Q filed with the Commission. The Company
undertakes no obligation to update these statements for revisions
or changes after the date of this press release, except as required
by law.
About Post Holdings Partnering Corporation
Post Holdings Partnering Corporation is a blank check company
formed by Post Holdings, Inc. for the purpose of effecting a
merger, share exchange, asset acquisition, share purchase,
reorganization or similar partnering transaction with one or more
businesses.
Contact:Investor RelationsDaniel
O’Rourkedaniel.orourke@postholdings.com(314) 806-3959
Post Holdings Partnering (NYSE:PSPC)
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