Item 7.01. Regulation FD Disclosure.
On March 3, 2023, VPC Impact Acquisition Holdings II, a Cayman Islands exempted
company (the "Company") announced that it will redeem all of its outstanding
Class A ordinary shares on March 21, 2023 because the Company will not complete
an initial business combination within the time period required by its Amended
and Restated Memorandum and Articles of Association. A copy of such announcement
is furnished as Exhibit 99.1 hereto.
The information in this Item 7.01 and Exhibit 99.1 shall not be deemed "filed"
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), or otherwise subject to liabilities under that section,
and shall not be deemed to be incorporated by reference into the filings of
under the Securities Act of 1933, as amended, or the Exchange Act.
Item 8.01. Other Events.
Because the Company will not be able consummate an initial business combination
by March 9, 2023, pursuant to the Company's Amended and Restated Memorandum and
Articles of Association, 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 of the
Company, at a per-share price, payable in cash, equal to the aggregate amount
then on deposit in the trust account, including interest earned on the funds
held in the trust account (which interest shall be less taxes payable and up to
$100,000 of interest to pay dissolution expenses), divided by the number of then
outstanding Class A ordinary shares of the Company, 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 remaining shareholders and the Company's 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.
Based on the balance of the Company's trust account as of March 1, 2023, which
was $261,254,964.96, after retaining interest earned on the funds deposited in
the trust account to pay $100,000 of dissolution expenses, the per-share
redemption price for the public shares is expected to be approximately $10.21
(the "Redemption Amount"). All other costs and expenses associated with
implementing the Company's plan of dissolution will be funded from proceeds held
outside of the trust account. The Company anticipates that (i) its public
shares, as well as its publicly traded units and warrants, will cease trading as
of the close of business on March 20, 2023 and (ii) the Redemption Amount will
be paid on March 21, 2023 to holders of public shares of the Company outstanding
at the close of business on March 20 2023 without any required action on their
part, at which point such public shares shall be deemed canceled and will
represent only the right to receive the Redemption Amount. Following such
redemption, the Class A ordinary shares of the Company will no longer be
outstanding and the Company's warrants will expire in accordance with their
terms upon the liquidation of the Company. 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. The Company has been advised that The
Nasdaq Stock Market LLC will file a Form 25 with the United States Securities
and Exchange Commission (the "SEC") to delist the Company's securities.
Thereafter, the Company will file a Form 15 with the SEC to terminate the
registration of its securities under the Exchange Act.
Forward Looking Statements
This report contains statements that constitute "forward-looking statements,"
including with respect to the redemption of public shares. 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 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
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Factors section of the Company's Annual Report on Form 10-K filed with the SEC
on March 29, 2022 and Quarterly Reports on Form 10-Q filed with the SEC on
May 13, 2022, August 11, 2022 and November 10, 2022, and as those may be further
amended and/or supplemented in subsequent filings with the SEC. Copies of such
filings are available on the website of the SEC, 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
Exhibit
No. Description
99.1 Press Release, dated March 3, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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