JOFF Fintech Acquisition Corp. Amends Charter to Unwind Before Year-End and Announces December 14, 2022 as Amended Termination Date and Announces Key Dates in Connection with the Liquidation
December 14 2022 - 11:46AM
On December 14, 2022, the stockholders of JOFF Fintech Acquisition
Corp. (the “Company”) approved an amendment to the Company’s
amended and restated certificate of incorporation (the “Charter
Amendment”) to (i) allow the Company to unwind and redeem all of
its outstanding public shares on the later of (x) December 14, 2022
or (y) the date of effectiveness of the Charter Amendment (the
“Early Liquidation”) and (ii) to implement an amendment to the
Company’s trust agreement with Continental Stock Transfer and Trust
Company (the “Trust Agreement”) so as to permit the Company to
withdraw from its trust account certain additional amounts of
interest income to provide the Company with a 60% share of the cash
tax savings resulting from the Early Liquidation (such amounts, the
“Shared Cash Savings Amount”). The Company filed the Charter
Amendment with the Secretary of State of the State of Delaware and
executed the Trust Agreement on December 14, 2022.
The Company has also requested the Nasdaq Stock
Market LLC to suspend trading of (i) its Class A common stock, par
value $0.0001 per share, of the Company (“Class A Common Stock”),
(ii) redeemable warrants to purchase shares of Class A Common Stock
(the “Redeemable Warrants”) and (iii) units, each consisting of one
share of Class A Common Stock and one-third of one Redeemable
Warrant (the "Units" and together with the Class A Common Stock and
the Redeemable Warrants, the “Securities”) effective after the
closing of trading on December 14, 2022 and file with the
Securities and Exchange Commission the forms necessary to delist
the Company’s Securities.
Pursuant to the Charter Amendment, the public
shares of Class A Common Stock will be redeemed at a per-share
price, payable in cash, equal to the quotient obtained by dividing
(A) the aggregate amount then on deposit in the trust account,
including interest (net of the withdrawal of interest to (i) pay
taxes (including franchise taxes), (ii) the Shared Cash Savings
Amount and (iii) up to $100,000 of such net interest to pay
dissolution expenses) (the “Redemption Amount”), by (B) the total
number of then outstanding public shares of Class A Common Stock.
The redemption will completely extinguish rights of holders of
public shares of Class A Common Stock. As of the close of business
on December 14, 2022, the public shares of Class A Common Stock
will be deemed cancelled and will represent only the right to
receive the Redemption Amount.
There will be no redemption rights or
liquidating distributions with respect to the Redeemable Warrants,
which will expire worthless upon the liquidation of the Company.
If stockholders hold Units, such stockholders do
not need to separate the Units into their component parts in order
to have their public shares of Class A Common Stock redeemed.
About JOFF Fintech Acquisition Corp.
The Company is a blank check company 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.
Forward-Looking Statements
The foregoing communication includes certain
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995, including statements
relating to the proposed early unwind of the Company. These
forward-looking statements involve many risks and uncertainties
that could cause actual results to differ materially from those
expressed or implied by such statements. These
forward-looking statements speak only as of the date of the
foregoing communication, and the Company expressly disclaims any
obligation or undertaking to disseminate any updates or revisions
to any forward-looking statement contained herein to reflect any
change in its expectations with regard thereto or any change in
events, conditions or circumstances on which any such statement is
based. Please refer to the publicly filed documents of the
Company, including its most recent Annual Report on Form 10-K
and Quarterly Reports on Form 10-Q, for risks and
uncertainties related to the Company’s business which may affect
the statements made in this communication.
Investor Contact
JOFF Fintech Acquisition Corp.(212)
370-1300http://joffspac.com/
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