Beard Energy Transition Acquisition Corp. (NYSE: BRD) (“BRD” or
“SPAC”), a publicly-traded special purpose acquisition company,
today announced that its stockholders voted to approve all
proposals presented at BRD’s special meeting of stockholders (the
“Special Meeting”) held on May 25, 2023 in connection with
extending the date by which BRD may consummate a business
combination and the other matters described in BRD’s definitive
proxy statement filed with the U.S. Securities and Exchange
Commission (the “SEC”) on May 1, 2023 (the “Proxy Statement”).
Approximately 98.92% of the votes cast and 84.50% of the
outstanding shares of common stock of BRD were in favor of
approving the Extension Amendment Proposal (as defined in the Proxy
Statement), and approximately 98.92% of the votes cast and 84.50%
of the outstanding shares of common stock of BRD were in favor of
approving the Trust Amendment Proposal (as defined in the Proxy
Statement). BRD plans to file the results of the Special Meeting,
as tabulated by an independent inspector of elections, on a Form
8-K with the SEC within four business days (the “Special Meeting
Results 8-K”).
Stockholders holding 15,872,896 shares of Class A common stock
exercised their right to redeem such shares for a pro rata portion
of the funds in BRD’s trust account (the “Trust Account”). BRD will
provide an estimate of the per-share redemption price for the
public shares in the Special Meeting Results 8-K.
As disclosed in the Proxy Statement, $160,000 will be deposited
into the Trust Account on the thirtieth day of each month (or if
such thirtieth day is not a business day, on the business day
immediately preceding such thirtieth day, but except in the case of
December 2023, when payment shall be paid by the twenty-ninth day
of the month) beginning on June 30, 2023, until the earlier of (a)
the consummation of a business combination, (b) 25 months from the
closing of BRD’s initial public offering, or (c) the voluntarily
dissolution and liquidation of BRD as determined by the board of
directors of BRD.
About Beard Energy Transition Acquisition Corp.
BRD is a blank check company incorporated as a Delaware
corporation and formed for the purpose of effecting a merger,
capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination with one or more
businesses or assets.
As previously announced, on May 18, 2023, BRD entered into a
definitive agreement in connection with a proposed business
combination with Suntuity Renewables LLC, a New Jersey limited
liability company (“Suntuity”), Suntuity Inc., a Delaware
corporation and wholly owned subsidiary of BRD (“New PubCo”), and
the other parties thereto.
Forward-Looking Statements
This press release includes certain statements that may
constitute “forward-looking statements” within the meaning of
Section 27A of the Securities Act of 1933, as amended (the
“Securities Act”), and Section 21E of the Securities Exchange Act
of 1934, as amended. Forward-looking statements include, but are
not limited to, statements that refer to projections, forecasts or
other characterizations of future events or circumstances,
including any underlying assumptions. The words “anticipate,”
“believe,” “continue,” “could,” “estimate,” “expect,” “intends,”
“may,” “might,” “plan,” “possible,” “potential,” “predict,”
“project,” “should,” “would” and similar expressions may identify
forward-looking statements, but the absence of these words does not
mean that a statement is not forward-looking. Forward-looking
statements may include, for example, statements about Suntuity’s or
SPAC’s ability to effectuate the proposed business combination; the
benefits of the proposed business combination; the future financial
performance of New PubCo, which will be the go-forward public
company following the completion of the business combination,
following the proposed business combination; changes in Suntuity’s
strategy, future operations, financial position, estimated revenues
and losses, projected costs, prospects, plans and objectives of
management. These forward-looking statements are based on
information available as of the date of this press release, and
current expectations, forecasts and assumptions, and involve a
number of judgments, risks and uncertainties. Accordingly,
forward-looking statements should not be relied upon as
representing New PubCo’s, Suntuity’s or SPAC’s views as of any
subsequent date, and none of New PubCo, Suntuity or SPAC undertakes
any obligation to update forward-looking statements to reflect
events or circumstances after the date they were made, whether as a
result of new information, future events or otherwise, except as
may be required under applicable securities laws. Neither New PubCo
nor SPAC gives any assurance that either New PubCo or SPAC will
achieve its expectations. You should not place undue reliance on
these forward-looking statements. As a result of a number of known
and unknown risks and uncertainties, New PubCo’s actual results or
performance may be materially different from those expressed or
implied by these forward-looking statements. Some factors that
could cause actual results to differ include: (i) the timing to
complete the proposed business combination by SPAC’s business
combination deadline; (ii) the occurrence of any event, change or
other circumstances that could give rise to the termination of the
definitive agreements relating to the proposed business
combination; (iii) the outcome of any legal, regulatory or
governmental proceedings that may be instituted against New PubCo,
SPAC, Suntuity or any investigation or inquiry following
announcement of the proposed business combination, including in
connection with the proposed business combination; (iv) the
inability to complete the proposed business combination due to the
failure to obtain approval of SPAC’s stockholders; (v) Suntuity’s
and New PubCo’s success in retaining or recruiting, or changes
required in, its officers, key employees or directors following the
proposed business combination; (vi) the ability of the parties to
obtain the listing of New PubCo’s common stock and warrants on a
national exchange upon the closing of the proposed business
combination; (vii) the risk that the proposed business combination
disrupts current plans and operations of Suntuity; (viii) the
ability to recognize the anticipated benefits of the proposed
business combination; (ix) unexpected costs related to the proposed
business combination; (x) the amount of redemptions by SPAC’s
public stockholders being greater than expected; (xi) the
management and board composition of New PubCo following completion
of the proposed business combination; (xii) limited liquidity and
trading of New PubCo’s securities; (xiii) geopolitical risk and
changes in applicable laws or regulations; (xiv) the possibility
that Suntuity or SPAC may be adversely affected by other economic,
business, and/or competitive factors; (xv) operational risks; (xvi)
the possibility that natural disasters, raw material, component and
labor shortages, global and regional shipping and logistics
constraints, work stoppages, epidemics or pandemics, or the
physical effects of climate change disrupt Suntuity’s business;
(xvii) litigation and regulatory enforcement risks, including the
diversion of management time and attention and the additional costs
and demands on Suntuity’s resources; (xix) the risks that the
consummation of the proposed business combination is substantially
delayed or does not occur; and (xx) other risks and uncertainties
indicated from time to time in the proxy statement/prospectus
relating to the proposed business combination, including those
under “Risk Factors” therein, and in SPAC’s other filings with the
SEC.
No Offer or Solicitation
This communication is related to the proposed business
combination between SPAC, Suntuity and New PubCo and shall not
constitute a “solicitation” as defined in Section 14 of the
Exchange Act, as amended. This communication is not a proxy
statement or solicitation of a proxy, consent or authorization with
respect to any securities or in respect of the proposed business
combination and does not constitute an offer, or a solicitation of
an offer, to sell or buy any securities of SPAC, New PubCo or
Suntuity, nor shall there be any sale of any such securities in any
state or jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of such state or jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of the Securities Act.
Additional Information about the Proposed Transaction and
Where to Find It
In connection with the proposed business combination, New PubCo,
which will be the going-forward public company, will file a
registration statement on Form S-4 (the “Registration Statement”)
with the SEC, which will include a preliminary prospectus of New
PubCo and a preliminary proxy statement of the SPAC. Information in
the preliminary proxy statement/prospectus will not be complete and
may be changed. The Registration Statement, including the proxy
statement/prospectus contained therein, will contain important
information about the proposed business combination and the other
matters to be voted upon at SPAC’s stockholder meeting in
connection with the proposed business combination. After the
Registration Statement is declared effective, SPAC will mail the
definitive proxy statement/prospectus relating to the proposed
business combination to SPAC’s stockholders as of a record date to
be established for voting on the proposed business combination.
This press release does not contain all the information that should
be considered concerning the proposed business combination and
other matters and is not intended to provide the basis for any
investment decision or any other decision in respect of such
matters. Stockholders of SPAC and other interested persons are
advised to read, when available, the definitive proxy
statement/prospectus as well as other documents filed or to be
filed with the SEC because these documents will contain important
information about SPAC, New PubCo, Suntuity and the proposed
business combination. Once available, investors and security
holders may also obtain a copy of the Registration Statement,
including the preliminary or definitive proxy statement/prospectus,
and other documents filed with the SEC by SPAC or New PubCo without
charge at the SEC’s website (www.sec.gov).
Participants in the Solicitation
SPAC, New PubCo and Suntuity and their respective directors and
executive officers may be deemed participants in the solicitation
of proxies of SPAC’s stockholders with respect to the proposed
business combination. Information about the directors and executive
officers of SPAC and their ownership is set forth in SPAC’s filings
with the SEC, including its Annual Report on Form 10-K filed with
the SEC on March 13, 2023, and its other filings with the SEC.
Additional information regarding the persons who may, under the
rules of the SEC, be deemed participants in the solicitation of the
SPAC stockholders in connection with the proposed business
combination will be set forth in the Registration Statement
containing the preliminary proxy statement/prospectus, when
available. Stockholders, potential investors and other interested
persons should read the Registration Statement and the definitive
proxy statement/prospectus when it becomes available carefully
before making any voting or investment decisions. These documents
are available free of charge at the SEC’s website at
www.sec.gov.
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version on businesswire.com: https://www.businesswire.com/news/home/20230525005900/en/
Investor or Media Contact: Beard Energy Transition
Acquisition Corp. 595 Madison Avenue 28th Floor New York, NY
10022 info@beardacq.com Gateway Group 949-574-3860
suntuity@gatewayir.com
Beard Energy Transition ... (NYSE:BRD)
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