Current Report Filing (8-k)
February 10 2023 - 5:10PM
Edgar (US Regulatory)
0001873964
false
0001873964
2023-02-10
2023-02-10
0001873964
CPAQU:UnitsEachConsistingOfOneClassOrdinaryShareAndOnehalfOfOneRedeemableWarrantMember
2023-02-10
2023-02-10
0001873964
CPAQU:ClassOrdinarySharesParValue0.0001PerShareMember
2023-02-10
2023-02-10
0001873964
CPAQU:RedeemableWarrantsEachWarrantExercisableForOneClassOrdinaryShareAtExercisePriceOf11.50Member
2023-02-10
2023-02-10
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported): February
10, 2023
Counter
Press Acquisition Corporation
(Exact name of registrant as specified in its
charter)
Cayman Islands |
001-41274 |
N/A |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
1981 Marcus Avenue, Suite 227
Lake Success, NY 11042
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including area
code: (718) 775-3013
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of
the Act:
Title of each class |
|
Trading Symbols |
|
Name of each exchange on which registered |
|
|
|
|
|
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant |
|
CPAQU |
|
The Nasdaq Stock Market LLC |
|
|
|
|
|
Class A ordinary shares, par value $0.0001 per share |
|
CPAQ |
|
The Nasdaq Stock Market LLC |
|
|
|
|
|
Redeemable warrants, each warrant exercisable for one Class A ordinary share at an exercise price of $11.50 |
|
CPAQW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an
emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark
if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.
Item 7.01 Regulation FD
Disclosure.
On February
10, 2023, Counter Press Acquisition Corp. (the “Company”) issued a press release announcing that due to the
Company’s inability to consummate an initial business combination or fund an extension within the time period required by its Amended
and Restated Memorandum and Articles of Association (the “Amended Charter”), the Company intends to dissolve
and liquidate in accordance with the provisions of its Amended Charter and will redeem all of the outstanding Class A ordinary shares
that were included in the units issued in its initial public offering (the “Public Shares”), at a per-share redemption
price of approximately $10.15 (without giving effect to any interest that may be withdrawn to pay for taxes and dissolution expenses).
As of
the close of business on February 27, 2023, the Public Shares will be deemed cancelled and will represent only the right to receive the
redemption amount.
In order
to provide for the disbursement of funds from the trust account, the Company has instructed the trustee of the trust account to take all
necessary actions to liquidate the securities held in the trust account. The proceeds of the trust account will be held in a non-interest
bearing account while awaiting disbursement to the holders of the Public Shares. Record holders will receive their pro rata portion of
the proceeds of the trust account by delivering their Public Shares to Continental Stock Transfer & Trust Company, the Company’s
transfer agent. Beneficial owners of Public Shares held in “street name,” however, will not need to take any action in order
to receive the redemption amount. The redemption of the Public Shares is expected to be completed within ten business days after February
27, 2023.
The Company’s
sponsor has agreed to waive its redemption rights with respect to its outstanding Class B ordinary shares issued prior to the Company’s
initial public offering.
There
will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless.
A copy of the press release
is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of
the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
COUNTER PRESS ACQUISITION CORPORATION |
|
|
|
|
By: |
/s/ Paul Conway |
|
|
Name: |
Paul Conway |
|
|
Title: |
Chief Executive Officer |
|
|
|
|
Dated: February 10, 2023 |
|
|
|
Counter Press Acquisition (NASDAQ:CPAQ)
Historical Stock Chart
From Aug 2024 to Sep 2024
Counter Press Acquisition (NASDAQ:CPAQ)
Historical Stock Chart
From Sep 2023 to Sep 2024