Heidmar Inc. (“Heidmar”), a commercial and pool management business
servicing the crude oil and refined petroleum product tanker
market, today announced it has entered into a definitive agreement
for a business combination with Home Plate Acquisition Corporation
(NASDAQGM: HPLT), a publicly-listed, special purpose acquisition
company (“Home Plate”). Upon completion of the proposed
transaction, the combined company will operate under the “Heidmar”
name and be listed on NASDAQ under the ticker symbol “HMAR”.
Heidmar offers broad services to shipowners,
including tanker pool management, commercial management and time
charter trading and is actively expanding into dry bulk pool
management, vessel sale and purchase services and technical
management services, including environmental compliance. Heidmar
currently has 60 vessels under management, including both crude oil
and refined petroleum product tankers, with an aggregate capacity
of approximately 8.3 million deadweight tons.
Pankaj Khanna, Chief Executive Officer of
Heidmar, commented, “We are delighted to announce our entry into a
definitive agreement to merge with Home Plate and list Heidmar on
Nasdaq. This is our most transformative transaction since taking
leadership of the company in 2020 and having grown revenues from
approximately $5 million in 2021 to $53.1 million2 estimated in
2023. Our asset light business as a single platform aggregator of
maritime services offering fee-based commercial management services
to the tanker industry provides investors an alternative to
participate in the sector at a time when the tanker industry is
enjoying very favorable and sustainable fundamentals. Following the
merger, the company will use the capital to fund growth and expand
its service offering to technical management and shipbroking and
enter the drybulk carrier sector thus becoming a full service
manager for tankers and drybulk carriers.”
Daniel Ciporin, Chairman and CEO of Home Plate,
added, “Our priority for this transaction was to identify a company
with exceptional leadership and operational expertise to take
public and develop a true partnership. With an industry recognized
franchise over the past 30 plus years, Heidmar has developed
proprietary, industry leading commercial management systems and
relationships with major oil companies and traders. The commercial
services offered to shipowners provide a scalable fee-based
business model with exceptional revenue growth and margins.”
Transaction Overview
The transaction values the combined company at a
pro forma implied equity value of approximately $261.4 million1.
Assuming the net proceeds from the transaction, including the
targeted minimum cash raise of $55 million, in a combination of
expected PIPE raise and Trust cash, and existing cash on Heidmar’s
balance sheet, Heidmar is expected to have over $47 million of cash
at transaction close, which is expected to accelerate and fund its
growth in commercial and technical management and shipbroking.
The Board of Directors of both Home Plate and
Heidmar have unanimously approved the transaction. The transaction
will require the approval of the shareholders of Home Plate and is
subject to several closing conditions including completion of SEC
review, regulatory approvals, a $40 million net minimum cash
condition and the satisfaction of other customary closing
conditions.
Pankaj Khanna, CEO of Heidmar, will continue as
the CEO of the combined company. Daniel Ciporin, Chairman and CEO
of Home Plate, and Jonathan Rosenzweig, Director and CFO of Home
Plate, will join the Heidmar Board. Heidmar's existing shareholders
are expected to own approximately 65% of the pro forma combined
company.
Advisors
Jefferies is serving as capital markets advisor
to Home Plate and private placement agent on the PIPE and is being
represented by Paul Hastings LLP. Latham & Watkins LLP is
serving as counsel to Home Plate. ClearThink is also acting as
special advisor to Home Plate.
Seward & Kissel LLP is serving as counsel to
Heidmar. Seaborne Capital Advisors is acting as financial advisor
to Heidmar.
Investor Webcast
Information
Investors can access a webcast presentation by
Home Plate and Heidmar to discuss the proposed business
combination, through the following link:
URL: https://dealroadshow.com
Entry Code: HYDRA2023 Direct
Link: https://dealroadshow.com/e/HYDRA2023
This webcast presentation is also available
through the websites of Home Plate and Heidmar.
About Heidmar Inc.
Heidmar is an Athens based, first-class
commercial and pool management business servicing the crude and
product tanker market and is committed to safety, performance,
relationships and transparency. Heidmar has a reputation as a
reliable and responsible partner with a goal to maximizing our
customer’s profitability. Heidmar seeks to offer vessel owners a
“one stop” solution for all maritime services in the crude oil,
refined petroleum products and dry bulk shipping sectors. Heidmar
believes its unique asset light business model and extensive
experience in the maritime industry allows the Company to achieve
premier market coverage and utilization, as well as providing
customers in the sector with seamless commercial transportation
services.
https://www.heidmar.com/
About Home Plate Acquisition
Corporation
Home Plate is a blank check company formed for
the purpose of effecting a merger, share exchange, asset
acquisition, share purchase, reorganization, or similar business
combination with one or more businesses. Home Plate is led by Dan
Ciporin, Chairman and Chief Executive Officer, and Jonathan
Rosenzweig, Chief Financial Officer and Director.
https://homeplateacq.com/
Contacts
Heidmar Inc. Investor Relations / Media Nicolas
Bornozis Markella Kara Capital Link, Inc. Tel +1-212-661-7566
heidmar@capitallink.com |
Home Plate Acquisition Corporation Jonathan
Rosenzweig Tel +1-917-513-3028 Jonathan@homeplateacq.com |
Forward-Looking Statements
Certain statements herein may be considered
forward looking statements within the meaning of U.S. federal
securities laws. Forward looking statements are generally
accompanied by terminology such as “pro forma,” “may,” “should,”
“could,” “might,” “plan,” “possible,” “project,” “strive,”
“budget,” “forecast,” “expect,” “intend,” “will,” “estimate,”
“anticipate,” “believe,” “predict,” “potential” and “continue” or
the negatives of these terms or variations of them or similar
terminology. These forward-looking include, but are not limited to,
statements regarding future events, the proposed business
combination between Home Plate and Heidmar, the estimated or
anticipated future results and benefits of the combined company
following the business combination, including the likelihood and
ability of the parties to successfully consummate the business
combination, future opportunities for the combined company and
other statements that are not historical facts. Such forward
looking statements are subject to risks, uncertainties and other
factors which could cause actual results to differ materially from
those expressed or implied by such forward looking statements.
These forward-looking statements are provided
for illustrative purposes only and are not intended to serve as,
and must not be relied on, by any investor as a guarantee, an
assurance, a prediction or a definitive statement of fact or
probability. Actual events and circumstances are difficult or
impossible to predict and will differ from assumptions. Many actual
events and circumstances are beyond the control of Home Plate and
Heidmar. These statements are subject to a number of risks and
uncertainties regarding Heidmar’s business and the business
combination, and actual results may differ materially. These risks
and uncertainties include, but are not limited to: general
economic, political and business conditions; the inability of the
parties to consummate the business combination or the occurrence of
any event, change or other circumstances that could give rise to
the termination of the business combination agreement; the number
of redemption requests made by Home Plate’s shareholders in
connection with the business combination; the outcome of any legal
proceedings that may be instituted against the parties following
the announcement of the business combination; the risk that Heidmar
or Home Plate do not obtain shareholder approval for the potential
transaction; the ability of the combined company to obtain or
maintain the listing of its securities on a U.S. national
securities exchange or to operate as a public company; failure to
realize the anticipated benefits of the business combination,
including as a result of a delay in consummating the potential
transaction or difficulty in integrating the businesses of Heidmar
and Home Plate; the risk that the business combination disrupts
current plans and operations as a result of the announcement and
consummation of the business combination; competition; the ability
of Heidmar to grow and manage growth, maintain relationships with
consumers, suppliers and strategic partners and retain its
management and key employees; costs related to the business
combination; changes in applicable laws or regulations; the
possibility that Heidmar may be adversely affected by other
economic, business or competitive factors; Heidmar’s estimates of
expenses and profitability; the evolution of the markets in which
Heidmar competes; the ability of Heidmar to implement its strategic
initiatives and continue to innovate its existing products; the
ability Heidmar to defend its intellectual property; and the impact
of the COVID 19 pandemic on Heidmar’s business.
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. You should not place undue reliance on forward looking
statements, which speak only as of the date they are made. Neither
Home Plate nor Heidmar undertakes any duty to update or revise
these forward looking statements.
Additional Information and Where to Find
It
In connection with the business combination
Heidmar Marine Inc. (“Holdings”) intends to file with the SEC a
registration statement on Form F-4, which will include a
preliminary prospectus and preliminary proxy statement and, after
the registration statement is declared effective, Home Plate will
mail a definitive proxy statement/prospectus and other relevant
documents relating to the business combination to its shareholders.
This communication is not a substitute for the registration
statement, the definitive proxy statement/prospectus or any other
document that Home Plate will send to its shareholders in
connection with the business combination.
INVESTORS AND SECURITY HOLDERS ARE ADVISED TO
READ, WHEN AVAILABLE, THE REGISTRATION STATEMENT, PROXY
STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH
THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
BUSINESS COMBINATION AND THE PARTIES TO THE BUSINESS COMBINATION.
Investors and security holders will be able to obtain copies of
these documents (if and when available) and other documents filed
with the SEC free of charge at www.sec.gov. The definitive proxy
statement/final prospectus (if and when available) will be mailed
to shareholders of Home Plate as of a record date to be established
for voting on the business combination. Shareholders of Home Plate
will also be able to obtain copies of the proxy
statement/prospectus without charge, once available, at the SEC’s
website at www.sec.gov, or by directing a request to: Home Plate
Acquisition Corporation, P.O. Box 1314, New York, New York 10028,
Attention: Jonathan Rosenzweig.
Participants in the
Solicitation
Holdings, Heidmar and Home Plate and their
respective directors, executive officers, other members of
management, and employees, under SEC rules, may be deemed
participants in the solicitation of proxies of Home Plate’s
shareholders in connection with the business combination. Investors
and security holders may obtain more detailed information regarding
the names and interests in the business combination of the
directors and officers of Holdings, Heidmar and Home Plate in the
registration statement on Form F-4 to be filed with the SEC by
Holdings, which will include the proxy statement of Home Plate for
the business combination. Information about Home Plate’s directors
and executive officers is also available in Home Plate’s filings
with the SEC.
No Offer or Solicitation
This communication is for informational purposes
only and is neither an offer to purchase, nor a solicitation of an
offer to sell, subscribe for or buy any securities or the
solicitation of any vote in any jurisdiction pursuant to the
business combination or otherwise, nor shall there be any sale,
issuance or transfer of securities in any jurisdiction in
contravention of applicable law. No offer of securities shall be
made except by means of a prospectus meeting the requirements of
Section 10 of the Securities Act.
Financial Information; Non-GAAP Financial
Measures
The financial information and data contained in
this Press Release is unaudited and does not conform to Regulation
S-X promulgated under the Securities Act. Accordingly, such
information and data may not be included in, may be adjusted in or
may be presented differently in, any proxy statement to be filed by
Home Plate with the U.S. Securities and Exchange Commission.
1 Assumes maximum redemptions by HPLT’s public
shareholders and $18 million in estimated transaction fees;
excludes the impact of warrants, earnout to Heidmar shareholders
and Home Plate sponsor and equity incentive plan. 2 This unaudited
revenue estimate has been prepared in good faith by management of
the Company based on information available to the Company at this
time. Actual results may vary.
Home Plate Acquisition (NASDAQ:HPLT)
과거 데이터 주식 차트
부터 6월(6) 2024 으로 7월(7) 2024
Home Plate Acquisition (NASDAQ:HPLT)
과거 데이터 주식 차트
부터 7월(7) 2023 으로 7월(7) 2024