The Music Acquisition Corporation Will Redeem Its Public Shares and Will Not Consummate an Initial Business Combination
17 11월 2022 - 6:35AM
The Music Acquisition Corporation (the "Company") (NYSE: TMAC,
TMAC.U), a special purpose acquisition company, today announced
that if stockholders approve the proposed amendments to its Amended
and Restated Certificate of Incorporation (the “Charter Amendment
Proposal”) and the investment management trust agreement (the “IMTA
Proposal” and together with the Charter Amendment Proposal, the
“Early Termination Proposals”), dated February 2, 2021, with
Continental Stock Transfer & Trust Company (the “Trust
Agreement”), at the special meeting in lieu of the 2022 annual
meeting to be held on November 30, 2022 (the “Special Meeting”), it
will redeem all of its outstanding shares of Class A common stock
(the "public shares"), effective as of the close of business on
December 2, 2022 (the “Redemption Date”), because the Company will
not complete an initial business combination within the time period
required by its Amended and Restated Certificate of Incorporation,
as amended pursuant to the Charter Amendment Proposal, if approved
by the Company’s stockholders (the "Proposed Certificate of
Incorporation").
There can be no assurance that the Company’s stockholders will
approve the Early Termination Proposals at the Special Meeting, and
if such approval is not obtained the Company will redeem the public
shares pursuant to the terms of its current Amended and Restated
Certificate of Incorporation and the existing Trust Agreement.
As stated in the Company's registration statement on Form S-1,
effective as of February 2, 2021, and in the current Amended and
Restated Certificate of Incorporation, if the Company has not
completed an initial business combination within 24 months of the
closing of the Company's initial public offering, or February 5,
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 the public shares, at a per-share
price, payable in cash, equal to the aggregate amount then on
deposit in the trust account including interest earned on the funds
held in the trust account and not previously released to the
Company to pay its taxes, if any (less up to $100,000 of interest
to pay dissolution expenses), divided by the number of the then
outstanding public shares, which redemption will completely
extinguish the rights of the public stockholders (including the
right to receive further liquidation 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,
liquidate and dissolve, subject in each case, to its 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 is expected
to be approximately $10.07 (the "Redemption Amount") on the
Redemption Date, assuming the Company’s stockholders approve the
Early Termination Proposals at the Special Meeting. In accordance
with the terms of the Trust Agreement, the Company expects to
retain interest earned on the funds deposited in the trust account
to pay the Company’s tax obligations and $100,000 of dissolution
expenses.
As of the close of business on the Redemption Date, assuming
that a sum sufficient to redeem the public shares has been
irrevocably deposited or set aside to pay the Redemption Amount for
each public share, such public shares will be deemed to no longer
be outstanding and will represent only the right to receive the
Redemption Amount for each such public share.
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.
The Company expects that the last day of trading
of its units and common stock on the NYSE will be December 1, 2022,
following which, the Company expects that the NYSE will file a Form
25 with the United States Securities and Exchange Commission (the
"Commission") to delist its units and common stock on or about
December 2, 2022. 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.
About The Music Acquisition
Corporation
The Music Acquisition Corporation is a blank check company
incorporated 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
entities. The Company focused its efforts on identifying a
prospective target business either directly or indirectly connected
with the music sector, with particular emphasis on businesses where
its significant strategic and operational expertise and
long-standing position within the music industry would be a
value-additive proposition to potential target businesses, though
it was permitted to pursue targets in any industry or geographic
region.
Forward-Looking Statements
The foregoing communication includes certain forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995, including statements relating to the proposed
early unwind of the Company. These forward-looking statements
involve many risks and uncertainties that could cause actual
results to differ materially from those expressed or implied by
such statements, including, without limitation, the receipt of the
requisite stockholder approval to effect this proposed transaction.
These forward-looking statements speak only as of the date of the
foregoing communication, and the Company expressly disclaims any
obligation or undertaking to disseminate any updates or revisions
to any forward-looking statement contained herein to reflect any
change in its expectations with regard thereto or any change in
events, conditions or circumstances on which any such statement is
based. Please refer to the publicly filed documents of the Company,
including its most recent Annual Report on Form 10-K and Quarterly
Reports on Form 10-Q, for risks and uncertainties related to the
Company’s business which may affect the statements made in this
communication.
Investor Relations
Contact:
Investor RelationsThe Music Acquisition Corporation9000 W.
Sunset Blvd #1500, Hollywood, CA 90069E-mail:
info@musicacquisition.comTelephone: (747) 203-7219
The Music Acquisition (NYSE:TMAC)
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부터 3월(3) 2025 으로 3월(3) 2025
The Music Acquisition (NYSE:TMAC)
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부터 3월(3) 2024 으로 3월(3) 2025