Population Health Investment Co., Inc. Will Redeem Its Public Shares and Will Not Consummate an Initial Business Combination
November 18 2022 - 4:15PM
Business Wire
Population Health Investment Co., Inc. (Nasdaq: PHIC), a special
purpose acquisition company (the “Company”), today announced that
it will redeem all of its outstanding Class A ordinary shares, par
value $0.0001, previously issued to the public (the “Public
Shares”), effective as of November 30, 2022, 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 Form S-1 and in the Company's
Articles, if the Company is unable to complete an initial business
combination within 24 months from the closing of its initial public
offering on November 20, 2020 (subject to certain inapplicable
exceptions), 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 100% of the
public shares, at a per-share price, payable in cash, equal to the
aggregate amount then on deposit in the trust account (“Trust
Account”), including interest earned on the funds held in the Trust
Account and not previously released to us to pay our income taxes,
if any (less up to $100,000 of interest to pay dissolution
expenses), divided by the number of the then-outstanding 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
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 the
requirements of other applicable law.
Net of taxes and dissolution expenses, the per-share redemption
price for the Public Shares is expected to be approximately $10.09
(the “Redemption Amount”). 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. The Company anticipates that the Public
Shares will cease trading as of the close of business on November
29, 2022. As of November 30, 2022, the Public Shares will be deemed
cancelled and will represent only the right to receive the
Redemption Amount. After November 30, 2022, the Company shall cease
all operations except for those required to wind up the Company's
business.
The Redemption Amount will be paid on November 30, 2022 to the
beneficial owners of Public Shares held in street name without any
required action on their part. The Redemption Amount will be paid
to record holders of Public Shares upon presentation of their
respective share or unit certificates or other delivery of their
shares or units to the Company's transfer agent, Continental Stock
Transfer & Trust Company, on or after November 30, 2022.
There will be no redemption rights or liquidating distributions
with respect to the Company's warrants, which will expire
worthless.
The Company expects that The Nasdaq Stock Market LLC will file a
Form 25 with the United States Securities and Exchange Commission
(the “SEC”) to delist its securities. The Company thereafter
expects to file a Form 15 with the SEC to terminate the
registration of its securities under the Securities Exchange Act of
1934, as amended.
Important Additional Information and Where to Find It
This press release does not constitute an offer to sell or buy
or the solicitation of an offer to buy or sell any securities. This
communication is not a recommendation to buy, sell or exchange any
securities, and it is neither an offer to purchase nor a
solicitation of an offer to sell securities. Information about the
Company and certain of the matters discussed in this press release
is available at the SEC's website at www.sec.gov.
Forward Looking Statements
This press release contains certain forward-looking statements
within the meaning of the federal securities laws. These
forward-looking statements generally are identified by the words
“believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,”
“strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will
continue,” "will likely result,” “will,” “would,” “will be,”
“currently expects,” and similar expressions. Forward-looking
statements are predictions, projections and other statements about
future events that are based on current expectations and
assumptions and, as a result, are subject to risks and
uncertainties. Many factors could cause actual future events to
differ materially from the forward-looking statements in this
release. You should carefully consider these and the other risks
and uncertainties described in the Company's annual report on Form
10-K and other documents the Company has filed with the SEC. Those
filings identify and address other important risks and
uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking statements.
Forward-looking statements speak only as of the date they are made.
Readers are cautioned not to put undue reliance on forward-looking
statements, and the Company assumes no obligation and does not
intend to update or revise these forward-looking statements,
whether as a result of new information, future events, or
otherwise, except as required by law. The Company does not give any
assurance that the Company will achieve its expectations. The
inclusion of any statement in this press release does not
constitute an admission by the Company or any other person that the
events or circumstances described in such statement are
material.
About Population Health Investment Co., Inc.
Population Health Investment Co., Inc. is a blank check company
formed for the purpose of effecting a merger, share exchange, asset
acquisition, share purchase, reorganization or similar business
combination with one or more businesses. The Company was founded by
Dr. Clive Meanwell and Ian Read.
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version on businesswire.com: https://www.businesswire.com/news/home/20221118005567/en/
Melinda Masek IR@populationhp.com (212) 993-3113
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