Item 8.01 Other Events.
On April 7, 2023, Games & Esports Experience Acquisition Corp. (the "Company")
issued a press release announcing that the Company's sponsor has determined it
will not make an additional contribution to the Company's trust account required
in order to extend the April 7, 2023 deadline under the Company's Amended and
Restated Memorandum and Articles of Association (the "Charter") for the Company
to complete its initial business combination, and, as a result, the Company
intends to dissolve and liquidate in accordance with the provisions of the
Charter. A copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
The Company, as promptly as possible, but no later than April 14, 2023, will
redeem (the "Redemption") all of the Company's issued and outstanding Class A
ordinary shares, par value $0.0001 per share, included as part of the units sold
in the Company's initial public offering (the "Public Shares") in accordance
with the Charter. In the Redemption, funds held in the Company's trust account,
less $100,000 of interest to pay dissolution expenses, will be distributed to
each holder of Public Shares on a pro rata basis (such amount, the "Redemption
Amount"). Based upon the amount held in the trust account as of April 7, 2023,
which was $67,018,327.82, net of $100,000 of interest to pay dissolution
expenses, the Company estimates that the per-share Redemption Amount will be
approximately $10.53. There will be no redemption rights or liquidating
distributions with respect to the Company's warrants, which will expire
worthless upon the liquidation of the Company. On the Redemption date, the
Public Shares will be deemed cancelled and will represent only the right to
receive the Redemption Amount.
The Company expects that The Nasdaq Stock Market LLC 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. The Company anticipates that its
securities, including the Public Shares, will cease trading at or around the
close of business on April 12, 2023.
Beneficial owners of the Public Shares held in "street name" will not need to
take any action in order to receive their pro rata portion of the Redemption
Amount. Holders of registered Public Shares will need to present their
respective shares to the Company's transfer agent, Continental Stock Transfer &
Trust Company, to receive their pro rata portion of the Redemption Amount.
Forward Looking Statements
This report 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. All statements other than statements of
historical fact included in this report are forward-looking statements. When
used in this report, words such as "anticipate," "believe," "estimate,"
"expect," "intend" and similar expressions, as they relate to the Company or its
management team, identify forward-looking statements. Such forward-looking
statements, which include, but are not limited to, statements regarding the
per-share redemption price and the expecting timing of the Company's redemption
of its Public Shares, delisting of the Company's securities and the Company's
liquidation and dissolution, 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 Commission. 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 Report on Form 10-K filed with the Commission on March
31, 2023, and as may be further amended and/or supplemented in subsequent
filings with the Commission. Copies of such filings are available on the
Commission's website at www.sec.gov. The Company undertakes no obligation to
update these statements for revisions or changes after the date of this report,
except as required by law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed with this Form 8-K:
Exhibit No. Description
99.1 Press Release, dated April 7, 2023.
104 Cover Page Interactive Data File (formatted as Inline XBRL).
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