STAMFORD, Conn. and HOUSTON, March 6,
2023 /PRNewswire/ -- First Reserve Sustainable Growth
Corp. (the "Company") (NASDAQ: FRSG, FRSGU, FRSGW) today announced
that it will redeem all outstanding shares of its Class A common
stock sold as part of the units in the Company's initial public
offering, regardless of whether they were purchased in the initial
public offering or thereafter in the open market (the "public
shares"), effective as of the close of business on March 10, 2023, as the Company will not
consummate an initial business combination within the time period
required by its amended and restated certificate of incorporation
(the "Charter").
Pursuant to the Charter, if the Company does not consummate an
initial business combination by March 9,
2023, the Company will: (i) cease all operations except for
the purpose of winding up, (ii) as promptly as reasonably possible
but not more than 10 business days thereafter subject to lawfully
available funds therefor, redeem 100% of 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 including interest
earned on the funds held in the trust account and not previously
released to the Company to pay its franchise and income taxes (less
up to $100,000 of such net interest
to pay dissolution expenses and net of taxes payable), divided by
the number of then-outstanding public shares, which redemption will
completely extinguish public stockholders' rights as stockholders
(including the right to receive further liquidating distributions,
if any), subject to applicable law, and (iii) as promptly as
reasonably possible following such redemption, subject to the
approval of the Company's remaining stockholders and the board of
directors, dissolve and liquidate, subject in each case to the
Company's obligations under Delaware law to provide for claims of
creditors and the requirements of other applicable law.
The per-share redemption price for the public shares will be
approximately $10.16 (the "Redemption
Amount"). Funds in the Company's trust account, including any
interest thereon, will not be used to pay for any excise tax
imposed under the Inflation Reduction Act of 2022.
The Company anticipates that the public shares will cease
trading as of the open of business on March
8, 2023, in order to allow time for the settlement of
trades. As of the close of business on March
10, 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 presentation of their respective stock or unit
certificates or other 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, and the Company's Class B common stock issued prior to
the Company's initial public offering. After March 10, 2023, the Company shall cease all
operations except for those required to wind up the Company's
business.
The Company expects that NASDAQ will file a Form 25 with the
United States Securities and Exchange Commission (the "Commission")
to delist its 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.
About First Reserve Sustainable Corp.
First Reserve Sustainable Growth Corp. is a blank check company
formed for the purpose of effecting a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or
similar business combination with one or more businesses.
Forward-Looking Statements
This press release may include, and oral statements made from
time to time by representatives of the Company may include,
"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 press release
are forward-looking statements. When used in this press release,
words such as "anticipate," "believe," "continue," "could,"
"estimate," "expect," "intend," "may," "might," "plan," "possible,"
"potential," "predict," "project," "should," "would" and similar
expressions, as they relate to the Company or its management team,
identify forward-looking statements. 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
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 most recently
filed Annual Report on Form 10-K, any subsequently filed Quarterly
Reports on Form 10-Q and any subsequently filed Current Reports on
Form 8-K. The Company undertakes no obligation to update these
statements for revisions or changes after the date of this release,
except as required by law.
Company Contact:
Investors
info@frsgcorp.com
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SOURCE First Reserve Sustainable Growth Corp.