Item 8.01. Other Events.
MSD Acquisition Corp. (the "Company") (Nasdaq: MSDA), a 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 the close of business on March 29, 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 and in the Company's registration statement
on Form S-1 (Registration No. 333-253316), initially filed with the United
States Securities and Exchange Commission (the "Commission") on February 19,
2021, if the Company is unable to complete an initial business combination
within 24 months 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 business days thereafter, 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 Trust Account and not previously released to
the Company to pay tax obligations, if any, less up to $100,000 of interest to
pay dissolution expenses, divided by the number of the issued and Public Shares,
which redemption will completely extinguish public shareholders' rights as
shareholders (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 Company's remaining shareholders and the
Directors, liquidate and dissolve, subject in the case of the foregoing clauses
(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
$10.22 (the "Redemption Amount"). The balance of the Trust Account as of March
13, 2023 was approximately $588,152,033.46, which includes approximately
$13,152,033.46 in interest and dividend income (excess of cash over
$575,000,000, the funds deposited into the Trust Account). In accordance with
the terms of the related trust agreement, the Company expects to retain $100,000
of the interest and dividend income from the Trust Account to pay dissolution
expenses.
As of the close of business on March 29, 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
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 private placement warrants. After March 29, 2023,
the Company shall cease all operations except for those required to wind up the
Company's business.
The Company expects that The Nasdaq Stock Market LLC will file a Form 25 with
the Commission in order to delist the Company's securities. The Company
thereafter expects to file a Form 15 with the Commission to terminate the
registration of the Company's securities under the Securities Exchange Act of
1934, as amended.
A copy of the letter to the stockholders from the Chief Executive Officer of the
Company is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description
99.1 Letter to the stockholders from the Chief Executive Officer of the
Company, dated March 17, 2023.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
1
© Edgar Online, source Glimpses