Equity Distribution Acquisition Corp. (EDAC, NYSE: EQD.U, EQD,
EQD.WS), a special purpose acquisition company, today announced it
intends to dissolve and liquidate following the provisions of its
Amended and Restated Certificate of Incorporation. The company did
not find an opportunity within the period required by its Amended
and Restated Certificate of Incorporation (the “Amended and
Restated Certificate of Incorporation”) that aligned with its
business goals. EDAC will redeem all of its outstanding shares of
Class A common stock issued as part of the units sold in the
company’s initial public offering (the “public shares”), effective
as of the close of business on September 19, 2022.
Consistent with the provisions of the Amended and Restated
Certificate of Incorporation, in connection with its dissolution
and liquidation, the company will:
(i)
Cease all operations except for the
purpose of winding up.
(ii)
As promptly as reasonably possible, but
not more than 10 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 to pay its tax obligations (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
(and, therefore, the public shares will have no right to receive
further liquidating distributions, if any).
(iii)
As promptly as reasonably possible
following such redemption, subject to the approval of EDAC’s
remaining stockholders and the company’s board of directors,
dissolve and liquidate, subject in each case to the company’s
obligations under the General Corporation Law of the State of
Delaware, to provide for claims of creditors and other requirements
of applicable law.
Net of taxes, EDAC currently expects the per-share redemption
price for the public shares will be approximately $10.01 (as
finally determined, the “Redemption Amount”).
The Redemption Amount will be paid on September 19, 2022, to the
beneficial owners of public shares held in street name without any
required action on their part. The Redemption Amount will be paid
to record holders of public shares after delivery of their public
shares to the company’s transfer agent, Continental Stock Transfer
& Trust Company, on or after September 19, 2022.
EDAC anticipates that the public shares will cease trading as of
the close of business on September 16, 2022. As of the close of
business on September 19, 2022, the public shares will be deemed
cancelled and will represent only the right to receive the
Redemption Amount. After September 19, 2022, the company shall
cease all operations except for those required to wind up the
company’s business.
There will be no redemption rights or liquidating distributions
with respect to EDAC’s warrants, which will expire worthless. The
company’s sponsor, directors and each member of EDAC’s management
team have waived their rights to liquidating distributions with
respect to all founder shares held by them.
EDAC expects that NYSE will file a Form 25 with the United
States Securities and Exchange Commission (the “SEC”) to delist its
securities. The company 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.
Forward-Looking Statements
This press release includes “forward-looking statements” within
the meaning of Section 27A of the Securities Act of 1933, as
amended (the “Securities Act”), and Section 21E of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), that are not
historical facts, including with respect to the company’s
anticipated redemption, liquidation and dissolution, and involve
risks and uncertainties that could cause actual results to differ
materially from those expected and projected. Words such as
“expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek,”
“future,” “project,” “anticipate” and variations and similar words
and expressions are intended to identify such forward-looking
statements. Such forward-looking statements relate to future events
or future performance, but reflect management’s current beliefs,
based on information currently available. A number of factors could
cause actual events, performance or results to differ materially
from the events, performance and results discussed in the
forward-looking statements. For information identifying important
factors and risks that could cause actual results to differ
materially from those anticipated in the forward-looking
statements, please refer to the company’s Form S-1 relating to its
initial public offering, Annual Report on Form 10-K and other
documents the company has filed with the SEC, as amended from time
to time. Copies of such filings are available on the SEC’s website,
www.sec.gov.
Forward-looking statements speak only as of the date they are
made, and the company assumes no obligation and does not intend to
update or revise these forward-looking statements, whether as a
result of new information, future events, or otherwise, except as
required by law. Nothing in this press release should be regarded
as a representation by any person that the forward-looking
statements set forth herein will be achieved or that any of the
contemplated results of such forward-looking statements will be
achieved. The inclusion of any statement in this press release does
not constitute an admission by the company or any other person that
the events or circumstances described in such statements are
material.
About Equity Distribution Acquisition Corp.
Equity Distribution Acquisition Corp. is a special purpose
acquisition company formed for the purpose of effecting a merger,
asset acquisition, stock exchange or purchase, reorganization, or
combination thereof with one or more businesses.
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version on businesswire.com: https://www.businesswire.com/news/home/20220809006077/en/
Lesley Cheers, Senior Director, Communications, EGI Tel:
312.466.3467 Email: lcheers@egii.com
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