Silver Spike Acquisition Corp II Announces Redemption of Class A Ordinary Shares
March 13 2023 - 9:23PM
Silver Spike Acquisition Corp II (the “Company”) today announced
that it will redeem all of its outstanding Class A ordinary shares
(the “Class A Ordinary Shares”), effective as of March 27, 2023,
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”).
As stated in the Company’s Articles, if the Company does not
consummate an initial business combination within 24 months of the
closing of the Company’s initial public offering, or March 15,
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, redeem the Class A
Ordinary 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”) held with Continental Stock Transfer &
Trust Company (“Continental”), including interest earned on the
funds held in the Trust Account and not previously released to the
Company (less taxes payable and up to $100,000 of interest income
to pay liquidation expenses), divided by the number of then
outstanding Class A Ordinary Shares, which redemption will
completely extinguish the rights of the holders of Class A Ordinary
Shares (including the right to receive further liquidation
distributions, if any), and (iii) as promptly as reasonably
possible following such redemption, subject to the approval of the
remaining shareholders and the board of directors, liquidate and
dissolve, subject in the case of clauses (ii) and (iii) to the
Company’s obligations under Cayman Islands law to provide for
claims of creditors and in all cases subject to the other
requirements of applicable law.
Net of taxes and dissolution expenses, the per-share redemption
price for the Class A Ordinary Shares is expected to be
approximately $10.22 (the “Redemption Amount”).
The Company anticipates that the Class A Ordinary Shares will
cease trading as of the close of business on March 24, 2023. As of
March 27, 2023, the Class A Ordinary Shares will be deemed
cancelled and will represent only the right to receive the
Redemption Amount. After March 27, 2023, the Company shall
cease all operations except for those required to wind up the
Company’s business.
There will be no redemption rights or liquidating distributions
with respect to the Company’s warrants, which will expire
worthless. The Company’s initial shareholders waived their
redemption rights with respect to the outstanding Class B ordinary
shares issued prior to the Company’s initial public offering.
In order to provide for the disbursement of funds from the Trust
Account, the Company has instructed Continental to take all
necessary actions to liquidate the Trust Account. Registered
holders may redeem their shares for their pro rata portion of the
proceeds of the Trust Account upon presentation of their respective
share or unit certificates or other delivery of their shares or
units to Continental, the Company’s transfer agent. Beneficial
owners of Class A Ordinary Shares held in “street name,” however,
will not need to take any action in order to receive the Redemption
Amount. The redemption of the Class A Ordinary Shares is expected
to be completed within ten business days after March 15, 2023.
The Company expects that The Nasdaq Stock Market LLC will file a
Form 25 with the U.S. Securities and Exchange Commission (the
“SEC”) to delist its securities. The Company thereafter expects to
file a Form 15 with the SEC to terminate the registration of its
securities under the Securities Exchange Act of 1934, as
amended.
About Silver Spike Acquisition Corp II
Silver Spike Acquisition Corp II was formed for the purpose of
effecting a merger, amalgamation, share exchange, asset
acquisition, share purchase, reorganization or similar business
combination with one or more businesses. For more information,
please visit www.silverspikecap.com.
Cautionary Statement Concerning Forward-Looking
Statements
This document contains certain “forward-looking statements”
within the meaning of the federal securities laws, including with
respect to the pursuit by Silver Spike Acquisition Corp II (“Silver
Spike II”) of a business combination transaction. These
forward-looking statements are generally identified by words such
as “anticipate,” “believe,” continue,” “could,” “estimate,”
“expect,” “intend,” “may,” “might,” “plan,” “possible,”
“potential,” “predict,” “project,” “should,” “strive,” “would” or
the negatives of these words or words of similar meaning.
Forward-looking statements are predictions, projections and other
statements about future events that are based on current
expectations and assumptions and, as a result, are subject to risks
and uncertainties. Such forward-looking statements are based upon
the current beliefs and expectations of the management of Silver
Spike II and are inherently subject to significant business,
economic and competitive risks, uncertainties and contingencies.
Forward-looking statements are subject to numerous conditions, many
of which are beyond the control of Silver Spike, including those
set forth in the “Risk Factors” section of Silver Spike II’s
Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Silver
Spike’s registration statement, the preliminary prospectus for
Silver Spike’s offering and other documents filed by Silver Spike
II from time to time with the U.S. Securities and Exchange
Commission (the “SEC”). You are cautioned not to place undue
reliance on these forward-looking statements as a predictor of
future results, performance and/or achievements as projected
financial information and other information are based on estimates
and assumptions, whether or not identified in this document, that
are inherently subject to various significant risks, uncertainties,
contingencies and other factors, many of which are difficult to
predict and generally beyond the control of the parties involved in
the proposed transaction. These filings identify and address other
important risks and uncertainties that could cause actual events
and results to differ materially from those contained in the
forward-looking statements. Forward-looking statements speak only
as of the date they are made. Readers are cautioned not to put
undue reliance on forward-looking statements, and Silver Spike II
assumes no obligation and does not intend to update or revise these
forward-looking statements, whether as a result of new information,
future events, or otherwise. Silver Spike II gives no assurance
that it will achieve its expectations.
Investor Contact
For more information, please contact the Company at
IR@silverspikecap.com.
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