Trine II Acquisition Corp. (NYSE: TRAQ) (the “Company”), a publicly-traded special purpose
acquisition company, today announced that it will redeem all of its
outstanding Class A ordinary shares, par value $0.0001 (the
“public shares”), effective as of May
2, 2023, because the Company will not consummate an initial
business combination within the time period required by its amended
and restated memorandum and articles of association (the
“Amended and Restated Memorandum and Articles
of Association”).
As stated in the Company’s registration statement on Form S-1,
effective as of November 2, 2021, and in the Company’s Amended and
Restated Memorandum and Articles of Association, if the Company is
unable to complete an initial business combination within 18 months
of the closing of the Company’s initial public offering, the
Company will: (i) cease all operations except for the purpose of
winding up; (ii) as promptly as reasonably possible but not more
than ten (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 trust account, including interest
earned on the funds held in the trust account and not previously
released to the Company to fund tax obligations, if any (less up to
$100,000 of interest to pay dissolution expenses) divided by the
number of the then-outstanding public shares, which redemption will
completely extinguish public shareholders’ rights as shareholders
(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
shareholders and directors, liquidate and dissolve, subject in each
case to the Company’s obligations under Cayman Islands law to
provide for claims of creditors and the requirements of other
applicable law.
The per-share redemption price for the public shares will be
approximately $10.35 (the “Redemption Amount”). The balance of the
trust account as of December 31, 2022 was approximately
$428,556,935, which includes approximately $6,276,935 in interest
and dividend income (excess of cash over $422,280,000, the funds
deposited into the trust account). In accordance with the terms of
the related trust agreement, the Company expects to retain up to
$100,000 of the interest and dividend income from the trust account
to pay dissolution expenses. Accordingly, there is expected to be a
total of $428,456,935 available for redemption of the 41,400,000
public shares outstanding, which results in a redemption price of
approximately $10.35 per share.
The last day that the Company’s securities will trade on the
NYSE will be May 1, 2023. As of May 2, 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 presentation of their respective stock 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, which will expire
worthless.
The Company’s sponsor has waived its redemption rights with
respect to the outstanding founder shares and the shares underlying
the private placement warrants. After May 2, 2023, the Company
shall cease all operations except for those required to wind up the
Company’s business.
The Company expects that NYSE will file a Form 25 with the
United States Securities and Exchange Commission (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.
About Trine II Acquisition Corp.
Trine II Acquisition Corp. is a blank check company formed for
the purpose of effecting a merger, share exchange, asset
acquisition, share purchase, reorganization or similar business
combination with one or more businesses or entities.
Forward-Looking Statements
This press release may include, and oral statements made from
time to time by representatives of Trine II Acquisition Corp. 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. Statements
regarding possible business combinations and the financing thereof,
and related matters, as well as all other 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,” “continue,” “could,” “estimate,”
“expect,” “intend,” “may,” “might,” “plan,” “possible,”
“potential,” “predict,” “project,” “should,” “would” 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
Securities and Exchange Commission (“SEC”). 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 annual form on Form 10-K for the fiscal year ended
December 31, 2022, filed with the SEC on March 31, 2023. The
Company undertakes no obligation to update these statements for
revisions or changes 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/20230417005730/en/
Trine II Acquisition Corp. Richard A. Miller Executive
Vice President and Chief Financial Officer
inquiries@trineacquisitioncorp.com
Trine II Acquisition (NYSE:TRAQ)
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