PROVIDENCE, R.I., April 21,
2023 /PRNewswire/ -- Skydeck Acquisition Corp. (the
"Company") (Nasdaq: SKYA), a special purpose acquisition company,
today announced that it will redeem all of its outstanding Class A
ordinary shares included as part of the units (the "Public
Shares"), effective as of the close of business on May 21, 2023, 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 Articles and in the Company's
registration statement on Form S-1 (Registration No. 333-254347),
initially filed with the United States Securities and Exchange
Commission (the "Commission") on March 16,
2021, if the Company is unable to complete an initial
business combination within 24 months of the Company's initial
public offering, 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
Public Shares, at a per-Share price, payable in cash, equal to the
aggregate amount then on deposit in the Company's trust account
(the "Trust Account"), including interest earned on the funds held
in the Trust Account and not previously released to the Company
(less taxes payable and up to US$100,000 of interest to pay dissolution
expenses), divided by the number of then Public Shares in issue,
which redemption will completely extinguish public Members' rights
as Members (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 Members and the Directors, liquidate and
dissolve, subject in each case to its obligations under
Cayman Islands law to provide for
claims of creditors, and in all cases subject to the other
requirements of applicable law.
The per-share redemption price for the Public Shares will be
approximately $10.27 (the "Redemption
Amount"). The balance of the Trust Account as of April 21, 2023 was approximately $227,813,022.32, which includes approximately
$27,813,022.32 in interest and
dividend income (excess of cash over $200,000,000, the funds deposited into the Trust
Account). 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.
As of the close of business on May 21,
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 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.
The Company's sponsor has waived its redemption rights with
respect to the outstanding founder shares and private placement
warrants. After May 21, 2023, the
Company shall cease all operations except for those required to
wind up the Company's business.
The Company will file a Form 25 with the Commission in order to
delist the Company's securities. The Company thereafter expects to
file a Form 15 with the Commission to terminate the registration of
the Company's securities under the Securities Exchange Act of 1934,
as amended.
Forward-Looking Statements
This press release includes
"forward-looking statements" within the meaning of the safe harbor
provisions of the United States Private Securities Litigation
Reform Act of 1995. Certain of these forward-looking statements can
be identified by the use of words such as "believes," "expects,"
"intends," "plans," "estimates," "assumes," "may," "should,"
"will," "seeks," or other similar expressions. Such statements may
include, but are not limited to, statements regarding the impact of
the Company's restatement of certain historical financial
statements, the Company's cash position and cash held in the Trust
Account and any proposed remediation measures with respect to
identified material weaknesses. These statements are based on
current expectations on the date of this press release and involve
a number of risks and uncertainties that may cause actual results
to differ significantly. The Company does not assume any obligation
to update or revise any such forward-looking statements, whether as
the result of new developments or otherwise. Readers are cautioned
not to put undue reliance on forward-looking statements.
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SOURCE Skydeck Acquisition Corp.
