HMA1 Hiro Metaverse Acquisitions I S.a.

TIDMHMA1

RNS Number : 0028Z

HIRO Metaverse Acquisitions I S.A.

09 January 2024

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. THIS IS AN ANNOUNCEMENT AND NOT AN OFFER TO SELL OR AN INVITATION TO PURCHASE OR SUBSCRIBE FOR ANY SECURITIES NOR A CIRCULAR OR PROSPECTUS OR EQUIVALENT DOCUMENT AND INVESTORS OR PROSPECTIVE INVESTORS SHOULD NOT MAKE INVESTMENT DECISIONS ON THE BASIS OF ITS CONTENTS.

FOR IMMEDIATE RELEASE.

9 January 2024

Hiro Metaverse Acquisitions I S.A.

Notice of Cancellation of Listing of Public Shares and Public Warrants

Redemption of Public Shares

Hiro Metaverse Acquisitions I S.A. (LSE: HMA1 in respect of the Public Shares and LSE:HM1W in respect of the Public Warrants) ("HMA1" or the "Company"), a special purpose acquisition company, announces that, given the continuing market conditions, it has concluded that it will not be possible for it to complete a business combination before expiry of its business combination deadline on 7 February 2024.

Therefore, in accordance with its Articles, HMA1 intends to cancel the listing of its Public Shares and Public Warrants and redeem all Public Shares on 8 February 2024.

Cancellation of Listing

In accordance with Listing Rule 5.2.8R, the Company hereby gives notice of its intention to cancel the listing of its Public Shares and its Public Warrants on the standard segment of the Official List of the FCA and the admission to trading of its Public Shares and its Public Warrants on the LSE's main market for listed securities. Pursuant to Listing Rule 5.2.8R, the Company is required to give at least twenty business days' notice of the intended cancellation of listing of its Public Shares and its Public Warrants. Accordingly such cancellation is expected to occur by no later than 8 February 2024.

Redemption Process

In accordance with the Articles, the Company will, on or as soon as possible following 8 February 2024 (the "Redemption Date"), redeem the Public Shares (other than in respect of Public Shares held by the Sponsor) at a per-share price, payable in cash, of approximately GBP10.72 per Public Share (being approximately equal to the aggregate amount on deposit in the Escrow Account as at the date of this announcement, including interest earned on the funds held in the Escrow Account (less taxes payable and GBP100,000 to pay cancellation and liquidation expenses), divided by the number of outstanding Public Shares as at the date of this announcement).

Redemption will completely extinguish Public Shareholders' rights as Shareholders, subject to the Company's obligations under Luxembourg law to provide for claims of creditors and in all cases subject to the other requirements of applicable law and regulation.

No action is required to be taken by Public Shareholders at this time. Public Shareholders who hold Public Shares as at close of business (6:00 p.m.) on the business day prior to the Redemption Date (the "Redemption Record Time") shall have their Public Shares automatically redeemed and payment in respect of such Public Shares will be made by HMA1's depositary, Link Market Services Limited, on or as soon as practicable following the Redemption Date.

Public Warrants

There are no redemption rights with respect to the Public Warrants, which will lapse without value on expiry of the business combination deadline.

 
 EVENT                                EXPECTED TIMETABLE 
 Redemption Record Date          6:00 p.m. on 7 February 2024 
 Expected date for settlement                 8 February 2024 
  of redemption monies through 
  CREST or other form of 
  payment (the "Redemption 
  Date") 
 Cancellation of listing                      8 February 2024 
  of Public Shares and Public 
  Warrants 
 

* All references to time in this announcement are to London time.

Capitalised terms used but not defined in this announcement have the meanings given to them in the Appendix.

The information contained in this announcement is deemed by HMA1 to constitute inside information for the purposes of Article 7 of the UK Market Abuse Regulation. By the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain. The person responsible for arranging for the release of this announcement on behalf of HMA1 is Luke Alvarez, Executive Director.

The LEI of HMA1 is 222100X27S5HMALJTB53.

Appendix

Definitions

 
 "Articles"               the Articles of Association of the Company 
                           as in force at the time of this announcement; 
 "Board"                  the board of Directors of the Company; 
 "Business Combination"   a business combination between HMA1 and a 
                           target company; 
 "Company" or "HMA1"      Hiro Metaverse Acquisitions I S.A., a company 
                           incorporated in Luxembourg; 
 "CREST"                  the relevant system (as defined in the Uncertificated 
                           Securities Regulations 2001 (SI 2001/3755)) 
                           in respect of which Euroclear UK & International 
                           Limited is the Operator (as defined in the 
                           Regulations); 
 "Redemption Date"        8 February 2024; 
 "Directors"              the directors of the Company; 
 "Escrow Account"         the escrow account opened by the Company's 
                           Escrow Subsidiary with Citibank, N.A., London 
                           Branch; 
 "Escrow Subsidiary"      HMA1 (Escrow) Limited, a wholly-owned subsidiary 
                           of the Company incorporated in England & 
                           Wales; 
 "Ordinary Shares"        the Sponsor Shares and the Public Shares; 
 "IPO Prospectus"         the Company's IPO prospectus dated 2 February 
                           2022; 
 "Public Shareholders"    the holders of Public Shares; 
 "Public Shares"          the Class A Ordinary Shares of the Company; 
 "Public Warrants"        the warrants in respect of Public Shares 
                           issued to holders of Public Shares; 
 "Redemption Record       6:00 p.m. on 7 February 2024; 
  Time" 
 "Shareholder"            a holder of Ordinary Shares, including a 
                           holder of Public Shares and a holder of Sponsor 
                           Shares; 
 "Sponsor"                Hiro Sponsor I LLP, a limited liability partnership 
                           incorporated in England and Wales, with registration 
                           number OC439442 and whose registered office 
                           is at 18th Floor, The Scalpel, 52 Lime Street, 
                           London, United Kingdom, EC3M 7AF; and 
 "Sponsor Shares"         the Class B Ordinary Shares of the Company 
                           initially held by the Sponsor as set out 
                           in the IPO Prospectus. 
 

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