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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION
13 OR 15(D) OF
THE SECURITIES EXCHANGE
ACT OF 1934
Date of Report (Date of earliest event reported): September
5, 2023 (September 5, 2023)
Altimar Acquisition
Corp. III
(Exact name of registrant as specified in its
charter)
Cayman Islands
(State or other jurisdiction of
incorporation) |
001-40149
(Commission
File Number) |
98-1576586
(I.R.S. Employer
Identification No.) |
40
West 57th Street
33rd
Floor
New
York, New
York 10019
(Address of principal executive
offices, including zip code)
(212)
287-6767
(Registrant’s telephone number, including area code)
Not
Applicable
(Former name or former address, if changed since last
report)
Check the appropriate box below if the Form
8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading
Symbol(s) |
|
Name of each exchange on
which registered |
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-fourth of one redeemable warrant |
|
ATAQ.U |
|
New York Stock Exchange |
Class A ordinary share, $0.0001 par value |
|
ATAQ |
|
New York Stock Exchange |
Warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share |
|
ATAQ.WS |
|
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.
On September 5, 2023, Altimar
Acquisition Corp. III (the “Company”) issued a press release announcing it will redeem all of its outstanding Class A ordinary
shares, par value $0.0001, effective as of September 22, 2023, because the Company will not consummate an initial business combination
within the time period required by its amended and restated memorandum and articles of association. A copy of the press release is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
EXHIBIT INDEX
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
|
ALTIMAR
ACQUISITION CORP. III |
|
|
|
|
|
|
|
|
|
Date: September 5, 2023 |
By: |
/s/ Wendy Lai |
|
|
|
Name: Wendy Lai |
|
|
|
Title: Chief Financial Officer |
|
|
|
|
|
EXHIBIT 99.1
Altimar Acquisition Corp. III Will
Redeem Its Public Shares and Will Not Consummate an Initial Business Combination
September 5, 2023
NEW YORK –– (BUSINESS WIRE) –– Altimar Acquisition
Corp. III (NYSE. ATAQ) (the “Company”), a publicly-traded special purpose acquisition company, today announced that it will
redeem all of its outstanding Class A ordinary shares, par value $0.0001 (the “public shares”), effective as of September
22, 2023, because the Company will not consummate an initial business combination within the time period required by its amendment to
the amended and restated memorandum and articles of association (the “Amended and Restated Memorandum and Articles of Association”).
As stated in the Company’s Amended and Restated Memorandum and Articles
of Association, if the Company is unable to complete an initial business combination by September 8, 2023, the Company 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,
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 the Company (less taxes paid or payable, if any,
and up to US$100,000 of interest to pay dissolution expenses), divided by the number of then public shares in issue, which redemption
will completely extinguish public members’ rights as members (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 the Company’s remaining
members and the directors, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims
of creditors and other requirements of Applicable Law.
The per-share redemption price for the public shares will be approximately
$10.34 (the “Redemption Amount”). The balance of the trust account as of June 30, 2023 was approximately $41,658,542, which
includes approximately $467,329 in interest income (excess of cash over $41,191,213, the funds deposited into the trust account). In accordance
with the terms of the related trust agreement, the Company expects to retain, from the interest and dividend income from the trust account,
any taxes paid or payable and up to $100,000 to pay dissolution expenses. Accordingly, there is expected to be a total of $41,558,542
available for redemption of the 4,019,039 public shares outstanding, which results in a redemption price of approximately $10.34 per share.
The last day that the Company’s securities will trade on the NYSE
will be September 8, 2023. As of September 22, 2023, the public shares will be deemed cancelled and will represent only the right to
receive the Redemption Amount.
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’s sponsor has waived its redemption rights with
respect to the outstanding founder shares and the shares underlying the private placement warrants. After September 22, 2023, the
Company shall cease all operations except for those required to wind up the Company’s business.
The Company expects that NYSE will file a Form 25 with the United
States Securities and Exchange Commission (the “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, and oral statements made from time to time
by representatives of Altimar Acquisition Corp. III 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. Statements regarding
possible business combinations and the financing thereof, and related matters, as well as all other 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,” “continue,” “could,” “estimate,” “expect,” “intend,”
“may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,”
“should,” “would” 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 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 Securities and Exchange Commission (“SEC”).
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 those set forth in the Risk Factors section of the Company’s annual form on Form 10-K for the fiscal year
ended December 31, 2022, filed with the SEC on March 30, 2023. The Company undertakes no obligation to update these statements for revisions
or changes after the date of this release, except as required by law.
Contact:
Altimar Acquisition Corp. III
info@altimarspac.com
HPS Investment Partners, LLC
Prosek Partners
Mike Geller / Josh
Clarkson
mgeller@prosek.com / jclarkson@prosek.com
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