Waverley Capital Acquisition Corp. 1 Will Redeem Its Public Shares and Will Not Consummate an Initial Business Combination
August 23 2023 - 4:15PM
Business Wire
Waverley Capital Acquisition Corp. 1 (NYSE. WAVC) (the
“Company”), a publicly-traded special purpose acquisition company,
today announced that it will redeem all of its outstanding Class A
ordinary shares, par value $0.0001 (the “public shares”), effective
as of September 8, 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
“Amended and Restated Memorandum and Articles of Association”).
As stated in the Company’s registration statement on Form S-1,
effective as of July 30, 2021, and in the Company’s Amended and
Restated Memorandum and Articles of Association, if the Company is
unable to complete an initial business combination within 24 months
of the closing of the Company’s initial public offering, 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 (10) business days thereafter (and 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 fund, including interest earned on the trust
fund and not previously released to the Company to fund regulatory
withdrawals and/or to pay income taxes, if any (less up to $100,000
of interest to pay dissolution expenses), divided by the number of
public shares then in issue, which redemption will completely
extinguish public members’ rights as members (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 members and the directors, liquidate and dissolve,
subject in the case of sub-articles (ii) and (iii), to its
obligations under Cayman Islands law to provide for claims of
creditors and in all cases subject to the other requirements of
applicable law.
The per-share redemption price for the public shares will be
approximately $10.37 (the “Redemption Amount”). The balance of the
trust account as of June 30, 2023 was approximately $222,914,663,
which includes approximately $2,628,870 in interest income (excess
of cash over $220,285,793, the funds deposited into the trust
account). In accordance with the terms of the related trust
agreement, the Company expects to retain up to $100,000 of the
interest and dividend income from the trust account to pay
dissolution expenses. Accordingly, there is expected to be a total
of $222,814,663 available for redemption of the 21,487,039 public
shares outstanding, which results in a redemption price of
approximately $10.37 per share.
The last day that the Company’s securities will trade on the
NYSE will be August 24, 2023. As of September 8, 2023, the public
shares will be deemed cancelled and will represent only the right
to receive the Redemption Amount.
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 has waived its redemption rights with
respect to the outstanding founder shares and the shares underlying
the private placement warrants. After September 8, 2023, the
Company shall cease all operations except for those required to
wind up the Company’s business.
The Company expects that NYSE will file a Form 25 with the
United States Securities and Exchange Commission (the “Commission”)
to delist its 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 may include, and oral statements made from
time to time by representatives of Waverley Capital Acquisition
Corp. 1 may include, “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.
Statements regarding possible business combinations and the
financing thereof, and related matters, as well as all other
statements other than statements of historical fact included in
this press release are forward-looking statements. When used in
this press release, words such as “anticipate,” “believe,”
“continue,” “could,” “estimate,” “expect,” “intend,” “may,”
“might,” “plan,” “possible,” “potential,” “predict,” “project,”
“should,” “would” and similar expressions, as they relate to the
Company or its management team, identify forward-looking
statements. Such forward-looking statements are based on the
beliefs of management, as well as assumptions made by, and
information currently available to, the Company’s management.
Actual results could differ materially from those contemplated by
the forward-looking statements as a result of certain factors
detailed in the Company’s filings with the Securities and Exchange
Commission (“SEC”). All subsequent written or oral forward-looking
statements attributable to the Company or persons acting on its
behalf are qualified in their entirety by this paragraph.
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 section of the Company’s annual form on
Form 10-K for the fiscal year ended December 31, 2022, filed with
the SEC on March 30, 2023. 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/20230823480091/en/
Waverley Capital Acquisition Corp. 1 Alan Henricks, CFO
info@waverleycorp1.com www.waverleycorp1.com/investor-relations
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