DHB Capital Corp. Amends Charter to Unwind Before Year-End and Announces December 9, 2022 as Amended Termination Date and Announces Key Dates in Connection with the Liquidation
December 09 2022 - 6:00AM
On December 8, 2022, the stockholders of DHB Capital Corp. (the
“Company”) approved an amendment to the Company’s amended and
restated certificate of incorporation (the “Charter Amendment”) to
allow the Company to unwind and redeem all of its outstanding
public shares prior to December 30, 2022. The Company filed
the Charter Amendment with the Secretary of State of the State of
Delaware on December 8, 2022.
Following the implementation of the Charter
Amendment, the Board of Directors of the Company set December 9,
2022 as the amended termination date.
The Company has also requested the Nasdaq Stock
Market LLC to suspend trading of (i) its Class A common stock, par
value $0.0001 per share, of the Company (“Class A Common Stock”),
(ii) redeemable warrants to purchase shares of Class A Common Stock
(the “Redeemable Warrants”) and (iii) units, each consisting of one
share of Class A Common Stock and one-third of one Redeemable
Warrant (the "Units" and together with the Class A Common Stock and
the Redeemable Warrants, the “Securities”) effective before the
opening of trading on December 12, 2022 and file with the
Securities and Exchange Commission the forms necessary to delist
the Company’s Securities.
Pursuant to the amended Charter, the public
shares of Class A Common Stock will be redeemed at a per-share
price, payable in cash, equal to the quotient obtained by dividing
(A) the aggregate amount then on deposit in the trust account,
including interest (net of taxes payable, and less up to $100,000
of such net interest to pay dissolution expenses) (the “Redemption
Amount”), by (B) the total number of then outstanding public shares
of Class A Common Stock. The redemption will completely extinguish
rights of holders of public shares of Class A Common Stock. There
will be no redemption rights or liquidating distributions with
respect to the Redeemable Warrants, which will expire worthless
upon the liquidation of the Company.
If stockholders hold Units, such stockholders do
not need to separate the Units into their component parts in order
to have their public shares of Class A Common Stock redeemed.
In connection with the approval and
implementation of the Charter Amendment, the holders of 27,111,690
public shares of Class A Common Stock, exercised their right
to redeem their shares for cash at a redemption price of
approximately $10.10 per share, for an aggregate redemption amount
of approximately $273,705,424. The Company has instructed its
trustee to promptly distribute payment of the redemption price to
such holders. Following such redemptions, 1,638,310 public shares
of Class A Common Stock remain outstanding. The Company
expects to redeem all remaining public shares of the Company on
December 12, 2022, following which the Company will be dissolved,
liquidated and wound up. The Company estimates that the total
Redemption Amount will be approximately $16,539,520, and the
per-share Redemption Amount will be approximately $10.10.
Forward-Looking Statements
The foregoing communication includes certain
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995, including statements
relating to the proposed early unwind of the Company. These
forward-looking statements involve many risks and uncertainties
that could cause actual results to differ materially from those
expressed or implied by such statements. These
forward-looking statements speak only as of the date of the
foregoing communication, and the Company expressly disclaims any
obligation or undertaking to disseminate any updates or revisions
to any forward-looking statement contained herein to reflect any
change in its expectations with regard thereto or any change in
events, conditions or circumstances on which any such statement is
based. Please refer to the publicly filed documents of the
Company, including its most recent Annual Report on Form 10-K
and Quarterly Reports on Form 10-Q, for risks and
uncertainties related to the Company’s business which may affect
the statements made in this communication.
Contact
Alex BinderowChief Executive Officer and PresidentDHB Capital
Corp.Tel: (646) 450-5664Email: abinderow@dhbcap.com
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