Current Report Filing (8-k)
June 05 2023 - 5:01AM
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR
15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 2, 2023
ZIMMER ENERGY TRANSITION ACQUISITION CORP.
(Exact name of registrant as specified in its
charter)
Delaware |
001-40500 |
86-2286053 |
(State or other jurisdiction of
incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer
Identification Number) |
9
West 57th Street, 33rd
Floor
New York, NY
(Address
of principal executive offices) |
10019
(Zip Code) |
Registrant’s telephone number,
including area code: (212) 371-8688
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class |
|
Trading Symbol(s) |
|
Name of Each Exchange on Which
Registered |
Units, each consisting of one share of Class A common stock and one-third of one Warrant to purchase one share of Class A common stock |
|
ZTAQU |
|
The Nasdaq Stock Market LLC |
Class A common stock, par value $0.0001 per share |
|
ZT |
|
The Nasdaq Stock Market LLC |
Warrants, exercisable for one share of Class A common stock for $11.50 per share |
|
ZTAQW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
8.01. Other Events.
On June 2, 2023, Zimmer Energy Transition Acquisition Corp. (the
“Company”) issued a press release announcing 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. A copy of the press release is included as Exhibit 99.1 to this Current Report on Form 8-K (this “Current
Report”) and is incorporated herein by reference.
Cautionary Statements Regarding Forward-Looking Statements
This Current Report 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 the Nasdaq Stock Market LLC and its termination
of registration with the Securities and Exchange 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 Current Report 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: June 2, 2023 |
|
|
ZIMMER ENERGY TRANSITION ACQUISITION CORP. |
|
|
|
By: |
/s/ Stuart J. Zimmer |
|
Name: |
Stuart J. Zimmer |
|
Title: |
Chief Executive Officer and Chairman
of the Board |
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