Beard Energy Transition Acquisition Corp. and Suntuity Renewables Mutually Agree to Terminate Business Combination Agreement
27 November 2023 - 2:00PM
Business Wire
Beard Energy Transition Acquisition Corp., a special purpose
acquisition corporation (“BRD” or the “Company”) (NYSE: BRD, BRD.U,
BRD.WS), and Suntuity Renewables, a leading provider of renewable
energy solutions (“Suntuity”), announced today that they have
mutually agreed to terminate their previously announced business
combination agreement (the “Business Combination Agreement”),
effective immediately. As a result, BRD has determined to abandon
the special meeting of its stockholders originally scheduled for
November 29, 2023 to vote on a proposal to extend the date by which
BRD must consummate a business combination beyond December 29,
2023, and BRD intends to dissolve and liquidate in accordance with
the provisions of its organizational documents. In connection
therewith, BRD will redeem all of its outstanding shares of Class A
common stock (the “Class A Shares”) on or about December 12,
2023.
BRD anticipates that the last day of trading in the Class A
Shares will be December 11, 2023 and that, as of the open of
business on December 12, 2023, the Class A Shares, including those
that were not submitted for redemption and those purchased by
Gregory A. Beard in a private placement prior to BRD’s initial
public offering, will be suspended from trading, will be deemed
cancelled and will represent only the right to receive the
per-share redemption price for the Public Shares of approximately
$10.74, based on the amount in BRD’s trust account as of November
21, 2023 (the “Per-Share Redemption Amount”). Funds from BRD’s
trust account will also be used to redeem outstanding Class A units
of Beard Energy Transition Acquisition Holdings LLC, BRD’s
operating subsidiary (“Opco”), (other than those held by BRD and
any of its wholly owned subsidiaries) for the Per-Share Redemption
Amount. In accordance with the terms of BRD’s organizational
documents, BRD expects to retain $100,000 of the interest earned on
the trust account to dissolution expenses.
The Per-Share Redemption Amount will be payable to the holders
of the Class A Shares upon presentation of their respective stock
or unit certificates or other delivery of their stock or units to
BRD’s transfer agent, Continental Stock Transfer & Trust
Company. Beneficial owners of Class A Shares held in “street name,”
however, will not need to take any action in order to receive the
Per-Share Redemption Amount.
There will be no redemption rights or liquidating distributions
with respect to BRD’s warrants, which will expire without value.
BRD’s sponsor, Beard Energy Transition Acquisition Sponsor LLC,
does not have redemption rights with respect to the outstanding
shares of Class V common stock, par value $0.0001 per share, or the
outstanding Class B units of Opco issued prior to BRD’s initial
public offering. After December 12, 2023, BRD will cease all
operations except those required to wind up BRD’s business.
BRD expects that The New York Stock Exchange will file a Form 25
with the Securities and Exchange Commission (the “SEC”) to delist
its securities. BRD thereafter expects to file a Form 15 with the
SEC to terminate the registration of its securities under the
Securities Exchange Act of 1934, as amended (the “Exchange
Act”).
About Suntuity
Suntuity is a leading residential solar company in the country.
Suntuity acquires customers, designs solar energy and home
electrification solutions, installs and maintains those systems,
and arranges third-party financing solutions for residential
customers across the United States. Suntuity uses a mix of in-house
and outsourced solutions to optimize growth, profitability and
efficiency of its services which enable it to grow and scale.
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.
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 Exchange Act. All 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,” “estimate,” “expect,”
“intend” 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 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, without limitation, those set
forth in Item 1A of the Company’s Annual Report on Form 10-K for
the year ended December 31, 2022, filed with the Commission on
March 13, 2023, and the Company’s Quarterly Reports on Form 10-Q
filed with the Commission on May 10, 2023, August 8, 2023, and
November 13, 2023, and in other reports the Company files with the
Commission. 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/20231127020645/en/
Investor or Media Contact:
For Suntuity: Gateway Group 949-574-3860
Suntuity@gateway-grp.com
For Beard: Beard Energy Transition Acquisition
Corp. 595 Madison Avenue 28th Floor New York, NY 10022
info@beardacq.com
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