Filed by Suntuity Inc.
Pursuant to Rule 425 of the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange
Act of 1934
Subject Company: Beard Energy Transition Acquisition Corp.
Commission File No.: 001-41098
Beard
Energy Transition Acquisition Corp.
Announces
Stockholder Approval of Proposals at Special Meeting
NEW
YORK, NY (May 25, 2023) – Beard Energy Transition Acquisition Corp. (NYSE: BRD) (“BRD” or “SPAC”),
a publicly-traded special purpose acquisition company, today announced that its stockholders voted to approve all proposals presented
at BRD’s special meeting of stockholders (the “Special Meeting”) held on May 25, 2023 in connection with extending
the date by which BRD may consummate a business combination and the other matters described in BRD’s definitive proxy statement
filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 1, 2023 (the “Proxy Statement”).
Approximately
98.92% of the votes cast and 84.50% of the outstanding shares of common stock of BRD were in favor of approving the Extension Amendment Proposal (as defined in the Proxy Statement) and approximately 98.92% of the votes cast and 84.50% of the outstanding shares of common stock of BRD were in favor of approving
the Trust Amendment Proposal (as defined in the Proxy Statement). BRD plans to file the results of the Special Meeting, as tabulated by an independent inspector of elections,
on a Form 8-K with the SEC within four business days (the “Special Meeting Results 8-K”).
Stockholders
holding 15,872,896 shares of Class A common stock exercised their right to redeem such shares for a pro rata portion of the funds in BRD’s trust account (the “Trust Account”). BRD will provide an estimate of the per-share redemption price for the public shares in the Special Meeting Results 8-K.
As
disclosed in the Proxy Statement, $160,000 will be deposited into the Trust Account on the thirtieth day of each month (or if such thirtieth
day is not a business day, on the business day immediately preceding such thirtieth day, but except in the case of December 2023, when
payment shall be paid by the twenty-ninth day of the month) beginning on June 30, 2023, until the earlier of (a) the consummation of
a business combination, (b) 25 months from the closing of BRD’s initial public offering, or (c) the voluntarily dissolution and
liquidation of BRD as determined by the board of directors of BRD.
About
Beard Energy Transition Acquisition Corp.
BRD
is a blank check company incorporated as a Delaware corporation and 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 or assets.
As
previously announced, on May 18, 2023, BRD entered into a definitive agreement in connection with a proposed business combination with
Suntuity Renewables LLC, a
New Jersey limited liability company (“Suntuity”), Suntuity Inc., a Delaware
corporation and wholly owned subsidiary of BRD (“New PubCo”), and the other parties thereto.
Forward-Looking
Statements
This
press release includes certain statements that may constitute “forward-looking statements” within the meaning of Section 27A
of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of
1934, as amended. Forward-looking statements include, but are not limited to, statements that refer to projections, forecasts or other
characterizations of future events or circumstances, including any underlying assumptions. The words “anticipate,” “believe,”
“continue,” “could,” “estimate,” “expect,” “intends,” “may,”
“might,” “plan,” “possible,” “potential,” “predict,” “project,”
“should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words
does not mean that a statement is not forward-looking. Forward-looking statements may include, for example, statements about Suntuity’s
or SPAC’s ability to effectuate the proposed business combination; the benefits of the proposed business combination; the future
financial performance of New PubCo, which will be the go-forward public company following the completion of the business combination,
following the proposed business combination; changes in Suntuity’s strategy, future operations, financial position, estimated revenues
and losses, projected costs, prospects, plans and objectives of management. These forward-looking statements are based on information
available as of the date of this press release, and current expectations, forecasts and assumptions, and involve a number of judgments,
risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing New PubCo’s, Suntuity’s
or SPAC’s views as of any subsequent date, and none of New PubCo, Suntuity or SPAC undertakes any obligation to update forward-looking
statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or
otherwise, except as may be required under applicable securities laws. Neither New PubCo nor SPAC gives any assurance that either New
PubCo or SPAC will achieve its expectations. You should not place undue reliance on these forward-looking statements. As a result of
a number of known and unknown risks and uncertainties, New PubCo’s actual results or performance may be materially different from
those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include: (i) the
timing to complete the proposed business combination by SPAC’s business combination deadline; (ii) the occurrence of any event,
change or other circumstances that could give rise to the termination of the definitive agreements relating to the proposed business
combination; (iii) the outcome of any legal, regulatory or governmental proceedings that may be instituted against New PubCo, SPAC,
Suntuity or any investigation or inquiry following announcement of the proposed business combination, including in connection with the
proposed business combination; (iv) the inability to complete the proposed business combination due to the failure to obtain approval
of SPAC’s stockholders; (v) Suntuity’s and New PubCo’s success in retaining or recruiting, or changes required
in, its officers, key employees or directors following the proposed business combination; (vi) the ability of the parties to obtain
the listing of New PubCo’s common stock and warrants on a national exchange upon the closing of the proposed business combination;
(vii) the risk that the proposed business combination disrupts current plans and operations of Suntuity; (viii) the ability
to recognize the anticipated benefits of the proposed business combination; (ix) unexpected costs related to the proposed business
combination; (x) the amount of redemptions by SPAC’s public stockholders being greater than expected; (xi) the management
and board composition of New PubCo following completion of the proposed business combination; (xii) limited liquidity and trading
of New PubCo’s securities; (xiii) geopolitical risk and changes in applicable laws or regulations; (xiv) the possibility
that Suntuity or SPAC may be adversely affected by other economic, business, and/or competitive factors; (xv) operational risks;
(xvi) the possibility that natural disasters, raw material, component and labor shortages, global and regional shipping and logistics
constraints, work stoppages, epidemics or pandemics, or the physical effects of climate change disrupt Suntuity’s business; (xvii) litigation
and regulatory enforcement risks, including the diversion of management time and attention and the additional costs and demands on Suntuity’s
resources; (xix) the risks that the consummation of the proposed business combination is substantially delayed or does not occur;
and (xx) other risks and uncertainties indicated from time to time in the proxy statement/prospectus relating to the proposed business
combination, including those under “Risk Factors” therein, and in SPAC’s other filings with the SEC.
No
Offer or Solicitation
This
communication is related to the proposed business combination between SPAC, Suntuity and New PubCo and shall not constitute a “solicitation”
as defined in Section 14 of the Exchange Act, as amended. This communication is not a proxy statement or solicitation of a proxy,
consent or authorization with respect to any securities or in respect of the proposed business combination and does not constitute an
offer, or a solicitation of an offer, to sell or buy any securities of SPAC, New PubCo or Suntuity, nor shall there be any sale of any
such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting
the requirements of the Securities Act.
Additional
Information about the Proposed Transaction and Where to Find It
In
connection with the proposed business combination, New PubCo, which will be the going-forward public company, will file a registration
statement on Form S-4 (the “Registration Statement”) with the SEC, which will include a preliminary prospectus
of New PubCo and a preliminary proxy statement of the SPAC. Information in the preliminary proxy statement/prospectus will not be complete
and may be changed. The Registration Statement, including the proxy statement/prospectus contained therein, will contain important information
about the proposed business combination and the other matters to be voted upon at SPAC’s stockholder meeting in connection with
the proposed business combination. After the Registration Statement is declared effective, SPAC will mail the definitive proxy statement/prospectus
relating to the proposed business combination to SPAC’s stockholders as of a record date to be established for voting on the proposed
business combination. This press release does not contain all the information that should be considered concerning the proposed business
combination and other matters and is not intended to provide the basis for any investment decision or any other decision in respect of
such matters. Stockholders of SPAC and other interested persons are advised to read, when available, the definitive proxy statement/prospectus
as well as other documents filed or to be filed with the SEC because these documents will contain important information about SPAC, New
PubCo, Suntuity and the proposed business combination. Once available, investors and security holders may also obtain a copy of the
Registration Statement, including the preliminary or definitive proxy statement/prospectus, and other documents filed with the SEC by
SPAC or New PubCo without charge at the SEC’s website (www.sec.gov).
Participants
in the Solicitation
SPAC,
New PubCo and Suntuity and their respective directors and executive officers may be deemed participants in the solicitation of proxies
of SPAC’s stockholders with respect to the proposed business combination . Information about the directors and executive officers
of SPAC and their ownership is set forth in SPAC’s filings with the SEC, including its Annual Report on Form 10-K filed
with the SEC on March 13, 2023, and its other filings with the SEC. Additional information regarding the persons who may, under
the rules of the SEC, be deemed participants in the solicitation of the SPAC stockholders in connection with the proposed business combination
will be set forth in the Registration Statement containing the preliminary proxy statement/prospectus, when available. Stockholders,
potential investors and other interested persons should read the Registration Statement and the definitive proxy statement/prospectus
when it becomes available carefully before making any voting or investment decisions. These documents are available free of charge at
the SEC’s website at www.sec.gov.
Investor
or Media Contact:
Beard
Energy Transition Acquisition Corp.
595
Madison Avenue
28th
Floor
New
York, NY 10022
info@beardacq.com
Gateway
Group
949-574-3860
suntuity@gatewayir.com
3
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