Kadem Sustainable Impact Corporation Announces Redemption Of Class A Common Stock Sold As Part Of The Units In The Co's IPO And Subsequent Dissolution Effective As Of The Close Of Business On March 19, 2023
Kadem Sustainable Impact Corporation (the "Company") (NASDAQ:KSI, KSICU, KSICW))))) today announced that it will redeem all of its outstanding shares of Class A common stock sold as part of the units in the Company's initial public offering (whether they were purchased in the initial public offering or thereafter in the open market) (the "public shares"), effective as of the close of business on March 19, 2023, because the Company will not consummate an initial business combination within the time period required by its amended and restated certificate of incorporation (the "Charter").
Pursuant to the Charter, if the Company does not consummate an initial business combination by March 18, 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 subject to lawfully available funds therefor, redeem 100% of 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 including interest earned on the funds held in the trust account and not previously released to the Company to pay its franchise and income taxes (less up to $100,000 of such net interest to pay dissolution expenses and net of taxes payable), 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 the Company's remaining stockholders and the board of directors, dissolve and liquidate, subject in each case to the Company's obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.
The per-share redemption price for the public shares will be approximately $10.05 (the "Redemption Amount").
The Company anticipates that the public shares will cease trading as of the open of business on March 17, 2023 in order to allow time for the settlement of trades. As of the close of business on March 19, 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, and the Company's Class B common stock issued prior to the Company's initial public offering. After March 19, 2023, the Company shall cease all operations except for those required to wind up the Company's business.
The Company expects that NASDAQ 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.