Property Solutions Acquisition Corp. II Will Redeem Public Shares
December 16 2022 - 8:30AM
Business Wire
Property Solutions Acquisition Corp. II (the “Company”)
(NASDAQ: PSAG), a special purpose acquisition company, today
announced that, the Company will redeem all of its outstanding
shares of Class A Common Stock, par value $0.0001, issued by the
Company in its initial public offering (the “Public
Shares”), effective as of the close of business on December 22,
2022, if at the Company’s Special Meeting on December 22, 2022 the
requisite stockholders of the Company approve (the “Stockholder
Approval”) the proposed amendment to the Company’s Amended and
Restated Certificate of Incorporation (the “Charter
Amendment”) and the proposed amendment to that certain
Investment Management Trust Agreement, dated March 3, 2021 (the
“Trust Agreement”), by and between the Company and
Continental Stock Transfer & Trust Company, a New York limited
purpose trust company, as trustee (“Continental”), in each
case, as described in the definitive proxy statement filed by the
Company with the Securities and Exchange Commission on December 8,
2022, as may be amended or supplemented from time to time.
As such, in accordance with the Company’s Charter Amendment, if
the Stockholder Approval is obtained at the Company’s Special
Meeting on December 22, 2022, the Company will:
- cease all operations as of December 22, 2022, except those
required to wind up the Company’s business;
- as promptly as reasonably possible, redeem the Public Shares,
at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the Company’s trust account (the
“Trust Account”), including interest earned on the funds
held in the Trust Account and not previously released to the
Company to pay the Company’s taxes, if any (less $100,000.00 of
interest to pay dissolution expenses), divided by the number of the
then-outstanding Public Shares, which redemption will completely
extinguish public stockholders’ rights as stockholders of the
Company (including the right to receive further liquidation
distributions, if any); and
- as promptly as reasonably possible following such redemption,
subject to the approval of the Company’s remaining stockholders and
the Company’s board of directors, liquidate and dissolve, subject
to the Company’s 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 will be
approximately $10.10 (the “Redemption Amount”). The balance
of the Trust Account as of December 6, 2022 was approximately
$320,401,104.06. In accordance with the terms of the Trust
Agreement, the Company expects to retain $100,000.00 of the
interest and dividend income from the Trust Account to pay
dissolution expenses.
As of the close of business on December 22, 2022, the Public
Shares will be deemed cancelled and will represent only the right
to receive the Redemption Amount, if the Stockholder Approval is
obtained at the Company’s Special Meeting on December 22, 2022.
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’s sponsor and other initial stockholder have waived
their respective redemption rights with respect to any shares of
Class B Common Stock, par value, $0.0001 per share held by them;
provided, that the Company’s sponsor and other initial stockholders
will be entitled to liquidating distributions from the Trust
Account with respect to any Public Shares they hold. After December
22, 2022, the Company shall cease all operations except for those
required to wind up the Company’s business.
The Company expects that NASDAQ will file a Form 25 with the
U.S. 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. When used in this press release, the words “could,”
“should,” “will,” “may,” “believe,” “anticipate,” “intend,”
“estimate,” “expect,” “project,” the negative of such terms and
other similar expressions are intended to identify forward-looking
statements, although not all forward-looking statements contain
such identifying words. Such forward-looking statements are based
on current information and expectations, forecasts and assumptions,
and involve a number of judgments, risks and uncertainties.
Accordingly, forward-looking statements should not be relied upon
as representing the Company’s views as of any subsequent date, and
the Company does not undertake 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. You should not place undue reliance on
these forward-looking statements. As a result of a number of known
and unknown risks and uncertainties, actual results or performance
may be materially different from those expressed or implied by
these forward-looking statements. Forward-looking statements are
subject to numerous conditions, many of which are beyond the
control of the Company, including those set forth in the “Risk
Factors” in the Company’s registration statement on Form S-1
(Registration No. 333-252763), as amended, initially filed with the
Commission on February 5, 2021, relating to its initial public
offering, annual, quarterly reports and subsequent reports filed
with the Commission, as amended from time to time. Copies of such
filings are available on the Commission’s website, www.sec.gov. The
Company undertakes 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/20221216005077/en/
Aaron Feldman Co-Chief Executive Officer Principal Financial and
Accounting Officer (646) 502-9845
Property Solutions Acqui... (NASDAQ:PSAG)
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