Seaport Calibre Materials Acquisition Corp. Announces It Will Redeem Its Public Shares and Will Not Consummate an Initial Business Combination
01 Febrero 2023 - 8:00AM
Seaport Calibre Materials Acquisition Corp. (Nasdaq: SCMA) (the
“Company”) announced today that, because the Company will not
consummate an initial business combination within the time period
required by its Amended and Restated Certificate of Incorporation
(the “Amended Charter”), the Company intends to dissolve and
liquidate in accordance with the provisions of the Amended Charter,
effective as of the close of business on February 1, 2023.
On January 13, 2023, the Company filed with the Securities and
Exchange Commission a definitive proxy statement (the “Proxy
Statement”) in connection with a special meeting of stockholders to
consider and vote on certain proposals, including an extension of
the date by which the Company has to complete an initial business
combination from February 1, 2023 to August 1, 2023 (the
“Extension”). As described in the Proxy Statement, the Company is
unable to proceed with the Extension because the number of public
shares subject to a redemption election will cause the Company to
have less than $5,000,001 of net tangible assets following approval
of the Extension.
As a result, the Company will redeem all of the outstanding
shares of Class A common stock (other than those already redeemed
in connection with the Extension) that were included in the units
issued in its initial public offering (the “Public Shares”), at a
per-share redemption price of approximately $10.27.
As of the close of business on February 1, 2023, the Public
Shares will be deemed cancelled and will represent only the right
to receive the redemption amount.
In order to provide for the disbursement of funds from the trust
account, the Company will instruct the trustee of the trust account
to take all necessary actions to liquidate the securities held in
the trust account. The proceeds of the trust account will be held
in a non-interest bearing account while awaiting disbursement to
the holders of the Public Shares. Record holders will receive
their pro rata portion of the proceeds of the trust
account by delivering their Public Shares to Continental Stock
Transfer & Trust Company, 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 redemption of the Public Shares is expected to be
completed within ten business days after February 1, 2023.
The Company’s sponsor has agreed to waive its redemption rights
with respect to its outstanding Class B common stock issued prior
to the Company’s initial public offering. There will be no
redemption rights or liquidating distributions with respect to the
Company’s warrants, which will expire worthless.
The Company expects that the Nasdaq Stock Market LLC 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 contains statements that constitute
“forward-looking statements.” 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 registration statement and
prospectus for the Company’s initial public offering filed with the
SEC, and subsequent reports filed with the SEC, as amended from
time to time. Copies of these documents are available on the SEC’s
website, at www.sec.gov. The Company undertakes no obligation
to update these statements for revisions or changes after the date
of this release, except as required by law.
Contact:
Seaport Calibre Materials Acquisition Corp.212-616-7700
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