CORRECTING and REPLACING Motive Capital Corp II will Redeem its Class A Ordinary Shares and will not Consummate an Initial Business Combination
May 25 2023 - 4:23PM
Business Wire
Third paragraph, first sentence should read: The Company
anticipates that the Public Shares will cease trading on the New
York Stock Exchange (“NYSE”) as of the close of business on June 8,
2023.
The updated release reads:
MOTIVE CAPITAL CORP II WILL REDEEM ITS CLASS
A ORDINARY SHARES AND WILL NOT CONSUMMATE AN INITIAL BUSINESS
COMBINATION
Motive Capital Corp II (NYSE: MTVC) (the “Company”), a publicly-traded special purpose
acquisition company, announced today that, because the Company will
not consummate an initial business combination within the time
period required by its Amended and Restated Memorandum and Articles
of Association (the “Articles”), the
Company intends to liquidate and dissolve in accordance with the
provisions of the Articles, and will redeem all of its outstanding
Class A ordinary shares, par value $0.0001 (the “Public Shares”), effective as of the close of
business on June 9, 2023.
The per-share redemption price for the Public Shares will be
approximately $10.50 (the “Redemption
Amount”). The balance of the Company’s trust account as of
May 19, 2023 was $358,654,367.75, which includes approximately
$10,452,438.95 in interest income. In accordance with the terms of
the related trust agreement, the Company expects to retain up to
$100,000 of the interest earned on the funds held in the trust
account to pay dissolution expenses. Accordingly, there is expected
to be a total of $358,554,367.75 available for redemption of the
34,137,444 Public Shares outstanding, which results in a redemption
price of approximately $10.50 per share.
The Company anticipates that the Public Shares will cease
trading on the New York Stock Exchange (“NYSE”) as of the close of business on June 8,
2023. As of the close of business on June 9, 2023, the Public
Shares will be deemed cancelled and will represent only the right
to receive the Redemption Amount.
In order to provide for the disbursement of funds from the trust
account, the Company will instruct Continental Stock Transfer &
Trust Company, the Company’s transfer agent and trustee of the
trust account, to take all necessary actions to liquidate the
securities held in the trust account. The proceeds of the trust
account will be held in a non-interest bearing account while
awaiting disbursement to the holders of the Public Shares. The
Redemption Amount will be payable to the holders of Public Shares
upon delivery of their Public Shares or units to Continental Stock
Transfer & Trust Company, 1 State Street, 30th Floor, New York,
New York 10004. Beneficial owners of Public Shares held in “street
name,” however, will not need to take any action in order to
receive the Redemption Amount. The redemption of the Public Shares
is expected to be completed within ten business days after June 9,
2023.
The Company’s sponsor, officers and directors have agreed to
waive their rights to liquidating distributions from the trust
account with respect to their outstanding Class B ordinary shares
issued prior to the Company’s initial public offering. There will
be no redemption rights or liquidating distributions with respect
to the Company’s warrants, which will expire worthless.
The Company expects that NYSE will file a Form 25 with the
United States Securities and Exchange Commission (the “Commission”) to delist the Company’s securities.
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.
Forward-Looking Statements
This press release includes forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. We have based these forward-looking statements on our
current expectations and projections about future events. These
forward-looking statements are subject to known and unknown risks,
uncertainties and assumptions about us that may cause our actual
results, levels of activity, performance or achievements to be
materially different from any future results, levels of activity,
performance or achievements expressed or implied by such
forward-looking statements. In some cases, you can identify
forward-looking statements by terminology such as “may,” “should,”
“could,” “would,” “expect,” “plan,” “anticipate,” “believe,”
“estimate,” “continue,” or the negative of such terms or other
similar expressions. Factors that might cause or contribute to such
a discrepancy include, but are not limited to, those described in
our other filings with the Commission. We undertake no obligation
to update these statements for revisions or changes after the date
of this release, except as required by law.
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version on businesswire.com: https://www.businesswire.com/news/home/20230525005746/en/
Continental Stock Transfer & Trust
cstmail@continentalstock.com 212-509-4000
Solebury Strategic Communications sbohlen@soleburystrat.com
Motive Capital Corp II (NYSE:MTVC)
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