Zimmer Energy Transition Acquisition Corp. Announces Redemption of Public Shares and Subsequent Dissolution
Zimmer Energy Transition Acquisition Corp. (the "Company") (NASDAQ:ZTAQU) today announced that it will redeem all of its outstanding shares of common stock that were included in the units issued in its initial public offering (the "public shares"), effective as of the close of business on June 16, 2023, as 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 its Charter, if the Company does not complete its initial business combination by June 18, 2023, then 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, including interest earned on the funds held in the Company's trust account and not previously released to the Company to pay its franchise and income taxes (less up to $105,000 of 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 its 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 estimated per-share redemption price for the public shares will be approximately $10.25.
The public shares will cease trading as of the close of business on June 15, 2023. As of the close of business on June 16, 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. 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 Nasdaq Stock Market LLC (the "Nasdaq") will file a Form 25 with the United States Securities and Exchange Commission (the "Commission") to delist the Company's 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.
Cautionary Statements Regarding Forward-Looking Statements
This Current Report on Form 8-K includes "forward-looking statements" within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to expectations or forecasts for future events, including, without limitation, the redemption of the Company's public shares and the Company's subsequent dissolution and liquidation and its delisting from Nasdaq and its termination of registration with the Commission. Certain of these forward-looking statements can be identified by the use of words such as "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "would," or other similar expressions. These statements are based on current expectations on the date of this Form 8-K 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.
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