THE
WOODLANDS, Texas, May 15, 2023
/PRNewswire/ -- Pontem Corporation (NYSE: PNTM) (the
"Company"), a special purpose acquisition company, today announced
that it will redeem all of its outstanding Class A ordinary shares,
par value $0.0001 per share (the
"Public Shares"), effective on or about the close of business on
May 30, 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 (the "Articles"). The last day of trading will be
May 26, 2023.
As stated in the Company's Articles, if the Company is unable to
complete an initial business combination by July 15, 2023 or such earlier date as is
determined by the Board to be in the best interests of the Company,
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 Company's trust account (the "Trust
Account"), including interest earned on the Trust Account and not
previously released to the Company to pay tax obligations, if any,
less up to $100,000 of interest to
pay dissolution expenses, divided by the number of the issued and
Public Shares, which redemption will completely extinguish public
shareholders' rights as 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 the Company's remaining shareholders and the
Directors, liquidate and dissolve, subject in the case of the
foregoing clauses (ii) and (iii), to its obligations under
Cayman Islands law to provide for
claims of creditors, and in all cases subject to the other
requirements of applicable law.
The per-share redemption price for the Public Shares will be
approximately $10.32 (the "Redemption
Amount"). The balance of the Trust Account as of May 12, 2023 was approximately $261,625,169, including interest accrued over
time. 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.
As of the close of business on May 30,
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 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 private placement
warrants. After May 30, 2023, the
Company shall cease all operations except for those required to
wind up the Company's business.
The Company expects that the New York Stock Exchange will file a
Form 25 with the United States Securities and Exchange Commission
(the "Commission") in order to delist the Company's securities. The
Company thereafter expects to file a Form 15 with the Commission to
terminate the registration of the Company's securities under the
Securities Exchange Act of 1934, as amended.
Forward-Looking Statements
This press release includes "forward-looking statements" within
the meaning of the safe harbor provisions of the United States
Private Securities Litigation Reform Act of 1995. Certain of these
forward-looking statements can be identified by the use of words
such as "believes," "expects," "intends," "plans," "estimates,"
"assumes," "may," "should," "will," "seeks," or other similar
expressions. Such statements may include, but are not limited to,
statements regarding the impact of the Company's restatement of
certain historical financial statements, the Company's cash
position and cash held in the Trust Account and any proposed
remediation measures with respect to identified material
weaknesses. These statements are based on current expectations on
the date of this press release and involve a number of risks and
uncertainties that may cause actual results to differ
significantly. The Company does not assume any obligation to update
or revise any such forward-looking statements, whether as the
result of new developments or otherwise. Readers are cautioned not
to put undue reliance on forward-looking statements.
For more information, please contact:
Pontem
Corporation
www.pontemcorp.com
Tim Burt, Teneo
tim.burt@teneo.com
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SOURCE Pontem Corporation