Advanced Merger Partners, Inc. Will Redeem Its Public Shares and Will Not Consummate an Initial Business Combination
November 30 2022 - 5:23PM
Advanced Merger Partners, Inc. (NYSE: AMPI.U, AMPI) (the “Company”)
today announced that it will redeem all of its outstanding shares
of Class A common stock (the “public shares”), effective as of
December 15, 2022 (the “Redemption Date”) if stockholders approve a
proposed amendment (the “Charter Amendment Proposal”) to its
Amended and Restated Certificate of Incorporation (the “Charter”)
and a proposed amendment to its investment management trust
agreement (the “IMTA Proposal” and together with the Charter
Amendment Proposal, the “Early Termination Proposals”), dated March
1, 2021, with Continental Stock Transfer & Trust Company (the
“Trust Agreement”), at the special meeting to be held on December
14, 2022 at 10:00 am (the “Special Meeting”).
There can be no assurance that the Company’s stockholders will
approve the Early Termination Proposals at the Special Meeting, and
if such approval is not obtained the Company will redeem the public
shares pursuant to the terms of its Charter and the existing Trust
Agreement.
Currently, our Charter provides that we have until March 4, 2023
to complete our initial business combination and, if we do not
complete an initial business combination by March 4, 2023, we will:
(i) cease all operations except for the purpose of winding up, (ii)
as promptly as reasonably possible but not more than ten business
days thereafter, subject to lawfully available funds therefor,
redeem the public shares, at a per-share 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
and not previously released to us to pay our taxes, if any (less 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 stockholders’ rights as stockholders
(including the right to receive further liquidating distributions,
if any), subject to applicable law, and (iii) as promptly as
reasonably possible following such redemption, subject to the
approval of our remaining stockholders and our board of directors
in accordance with applicable law, liquidate and dissolve, subject
in each case to our obligations under Delaware law to provide for
claims of creditors and the requirements of other applicable
law.
In connection with the approval of the Charter Amendment
Proposal, the holders of public shares may elect to redeem all or a
portion of their public shares in exchange for their pro rata
portion of the funds held in the trust account (the “Voluntary
Redemption”). The Company expects to complete the Voluntary
Redemption on or around December 14, 2022 if stockholders approve
the Early Termination Proposals. If the Early Termination Proposals
are approved, the Company will redeem all remaining public shares
not redeemed in the Voluntary Redemption not more than ten business
days thereafter (the “Mandatory Redemption”).
The per-share redemption price for the public shares is expected
to be approximately $10.08 (the “Redemption Amount”) on the
Redemption Date, assuming the Company’s stockholders approve the
Early Termination Proposals at the Special Meeting. In accordance
with the terms of the Trust Agreement, the Company expects to
retain interest earned on the funds deposited in the trust account
to pay the Company’s tax obligations. Pursuant to the
Charter, $100,000 of interest earned on the funds deposited in the
trust account will be removed from the trust account prior to
redeeming the public shares in order to pay dissolution
expenses.
On the Redemption Date, the public shares will be deemed to no
longer be outstanding and will represent only the right to receive
the Redemption Amount for each such public share.
The Redemption Amount will be payable to the holders of the
public shares upon presentation of their respective stock 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 public 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, which will expire
worthless.
The Company expects that the last day of trading of its units
and Class A common stock on the New York Stock Exchange (the
“NYSE”) will be December 14, 2022, following which, the Company
expects that the NYSE will file a Form 25 with the United States
Securities and Exchange Commission (the “Commission”) to delist its
securities on or about December 15, 2022. 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.
About Advanced Merger Partners, Inc.
Advanced Merger Partners, Inc. is a blank check company whose
business purpose is to effect 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, the estimated per-share redemption
price and timing for redemptions and delisting of the Company’s
securities. 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, including,
without limitation, the receipt of the requisite stockholder
approval of the Early Termination Proposals. 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.
Contact:
Advanced Merger Partners, Inc.Roy J. Katzovicz; John
Mavredakis(212) 951-1223ampinfo@saddlept.com
Advanced Merger Partners (NYSE:AMPI)
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