NEW YORK–(BUSINESS WIRE)–Pershing Square Tontine Holdings, Ltd. (the “Company”) (NYSE: PSTH, PSTH.WS), a special purpose acquisition company, today announced that it will repurchase all of its outstanding Class A common stock (the “Public Shares”) , effective July 26, 2022, as the Company will not complete a first business combination within the time period required by its second amended and restated certificate of incorporation (the “Charter”).
As set forth in the company’s Form S-1 and in the company’s articles of association, if the company is unable to complete a first business combination within 24 months of the close of its initial public offering on July 2020 (subject to certain inapplicable exceptions), the Company:
cease all operations except with a view to liquidation,
as quickly as reasonably possible but not more than ten business days later, subject to the funds legally available for this purpose, repurchase 100% of the public shares in return for a price per share, payable in cash, equal to the quotient obtained by dividing ( (A) the aggregate amount then on deposit in the trust account (“Trust Account”) entered into in connection with the Company’s initial public offering (less up to $100,000 of such net interest to pay dissolution), including interest, if any, not previously remitted to the Company to pay taxes, by (B) the total number of public shares then outstanding, the redemption of which will completely extinguish the rights of public shareholders (and , as a result, the Public Shares will no longer be entitled to receive further liquidation distributions, if any), subject to applicable law, and
as soon as reasonably possible after such redemption, subject to the approval of the remaining shareholders and the board of directors of the Company in accordance with applicable law, 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 the claims of creditors and other requirements of applicable law. The Company decided not to withhold any amount to pay the dissolution costs (which could be withheld up to a maximum of $100,000).
Net of taxes, the Company currently expects the redemption price per share for the Public Shares to be approximately $20.05 (as ultimately determined, the “Redemption Amount”). The Company anticipates that the Public Shares will cease trading at the close of business on July 25, 2022. Effective July 26, 2022, the Public Shares will be deemed canceled and will only represent the right to receive the redemption amount. After July 26, 2022, the Company will cease all activities except those necessary for the liquidation of the activities of the Company.
The Redemption Amount will be paid on July 26, 2022 to the beneficial owners of the public shares held in the street name with no action required on their part. The Redemption Amount will be paid to registered holders of public shares held in certificated form upon presentation of their respective share certificates or other delivery of their shares to the Company’s transfer agent, Continental Stock Transfer & Trust Company, on or after July 26, 2022.
There will be no redemption rights or liquidation distributions with respect to the Company’s Warrants, which will expire worthless.
The Company expects NYSE to file a Form 25 with the United States Securities and Exchange Commission (the “Commission”) to delist its securities. The Company then plans to file a Form 15 with the Commission to terminate the registration of its securities under the Securities Exchange Act of 1934, as amended.
Important additional information and where to find it
This press release does not constitute an offer to sell or buy, or the solicitation of an offer to buy or sell, any securities. This communication is not a recommendation to buy, sell or exchange any securities, and it is neither an offer to buy nor a solicitation of an offer to sell any securities. Information about PSTH and some of the matters discussed in this press release are available on the SEC’s website at www.sec.gov.
This press release contains certain forward-looking statements within the meaning of the federal securities laws. These forward-looking statements are generally identified by the words “believe”, “project”, “expect”, “anticipate”, “estimate”, “intend”, “strategy”, “future”, “opportunity ‘, ‘plan,’ ‘may’, ‘should’, ‘will’, ‘would’, ‘will’, ‘will continue’, ‘will probably result’, ‘currently expects’ and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, therefore, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements contained in this release. You should carefully consider these risks and the other risks and uncertainties described in PSTH’s Annual Report on Form 10-K and in other documents PSTH has filed with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to place undue reliance on forward-looking statements, and PSTH undertakes no obligation and does not intend to update or revise such forward-looking statements, whether as a result of new information, future events or otherwise, except as necessary. by the law. PSTH does not guarantee that PSTH will achieve its expectations. The inclusion of any statement in this press release does not constitute an admission by PSTH or any other person that the events or circumstances described in such statement are material.
About Pershing Square Tontine Holdings, Ltd.
Pershing Square Tontine Holdings, Ltd., a Delaware corporation, is a blank check corporation incorporated for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or a similar business combination with a private company. PSTH is sponsored by Pershing Square TH Sponsor, LLC (the “Sponsor”), a subsidiary of Pershing Square Capital Management, LP, a registered investment adviser.