Colonnade Acquisition Corp. II Announces Redemption of Shares
09 März 2023 - 10:31PM
Business Wire
Colonnade Acquisition Corp. II (NYSE: CLAA) today announced that
it will redeem all of its outstanding Class A ordinary shares (the
“Class A Shares”), effective as of March 13, 2023, because the
Company is unable to consummate an initial business combination
within the time period required by its amended and restated
memorandum and articles of association (the “Articles”) due to the
actions of the counterpart to the Agreement and Plan of Merger
dated August 3, 2022 among Colonnade Acquisition Corp. II, Pasadena
Merger Sub Inc., and Plastiq, Inc.
Pursuant to the Articles, if the Company does not consummate an
initial business combination by March 12, 2023, the Company will:
(i) cease all operations except for the purpose of winding up which
may include pursuing claims related to the failed merger, (ii) as
promptly as reasonably possible but not more than ten business days
thereafter, redeem the public shares, at a 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
(which interest shall be net of taxes payable and up to $100,000 of
interest to pay dissolution expenses), divided by the number of
then outstanding public shares, which redemption will completely
extinguish public shareholders’ rights as public 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 our remaining shareholders
and the Board, liquidate and dissolve, subject, in the case of
clauses (ii) and (iii), to our obligations under Cayman Islands law
to provide for claims of creditors and in all cases subject to
other requirements of applicable law.
The Company anticipates that the last day of trading in the
Company’s Class A Shares will be March 10, 2023 and that, as of the
open of business on March 13, 2023, the Class A Shares 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 (the “Redemption Amount”). Prior to any taxes that
may be payable and dissolution expenses, the Redemption Amount is
estimated to be approximately $10.21. In accordance with the terms
of the related trust agreement, the Company expects to retain
$100,000 of the interest and dividend income from the Trust Account
to pay dissolution expenses.
The Redemption Amount will be payable to the holders of the
Class A Shares upon presentation of their respective share 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 Class A 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. The Company’s initial
shareholders have waived their redemption rights with respect to
the outstanding Class B ordinary shares issued prior to the
Company’s initial public offering.
The Company expects that the New York Stock Exchange will file a
Form 25 with the U.S. Securities and Exchange 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.
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 Securities Exchange Act of 1934, as
amended. All statements other than statements of historical fact
included in this press release are forward-looking statements,
including, without limitation, the redemption of the Company’s
public shares. When used in this press release, words such as
“anticipate,” “believe,” “estimate,” “expect,” “intend” and similar
expressions, as they relate to us or our 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 SEC. All subsequent
written or oral forward-looking statements attributable to us or
persons acting on our 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 latest Annual Report on Form 10-K and subsequent
Quarterly Reports on Form 10-Q filed with the SEC. 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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