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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 16, 2024
VECTOR ACQUISITION CORPORATION II
(Exact name of registrant as specified in its charter)
Cayman Islands |
|
001-40188 |
|
98-1575612 |
(State or other jurisdiction of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer Identification No.) |
One Market Street
Steuart
Tower, 23rd Floor
San Francisco, California
|
|
94105 |
(Address of principal executive offices) |
|
(Zip Code) |
(415) 293-5000
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K 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 registered |
|
Trading Symbol(s) |
|
Name of each exchange
on which registered |
Class A Ordinary Shares |
|
VAQC |
|
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 8.01. Other Events.
On February 16, 2024, Vector Acquisition Corporation II (the “Company”)
issued a press release announcing that as of the close of business on March 4, 2024, the publicly held Class A ordinary shares will be
deemed cancelled and will represent only the right to receive their pro-rata share in the Company’s trust account, 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 Company’s sponsor has agreed to waive its redemption rights
with respect to its outstanding Class A ordinary shares issued prior to the Company’s initial public offering.
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.
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.
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
|
VECTOR ACQUISITION CORPORATION II |
|
|
|
|
|
|
Date: February 16, 2024 |
By: |
/s/ Alex Slusky |
|
Name: |
Alex Slusky |
|
Title: |
Chief Executive Officer and Chairman |
Exhibit 99.1
Vector Acquisition Corporation II will
redeem its Public Shares and will not consummate an initial business combination
San Francisco, California, February 16, 2024 – Vector
Acquisition Corporation II (the “Company”) (Nasdaq: VAQC), a special purpose acquisition company, today announced that it
will redeem all of its outstanding publicly held Class A ordinary shares (the “Public Shares”), effective as of the close
of business on March 4, 2024, 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, if the Company is unable
to complete an initial business combination by March 12, 2024, 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 to pay income taxes, if any,
(less up to US$100,000 of interest to pay dissolution expenses), divided by the number of Public Shares then in issue, which redemption
will completely extinguish public shareholders’ rights (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 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
$10.69 (the “Redemption Amount”). The balance of the Trust Account as of February 8, 2024 was approximately $41,786,963, which
includes approximately $2,718,703 in interest and dividend income (excess of cash over $39,068,260, the funds deposited into the Trust
Account, with the IPO deposit as reduced by the redemption in March 2023). 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 March 4, 2024, 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.
The Company’s sponsor has waived its redemption rights with
respect to the outstanding founder shares. After March 4, 2024, 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. 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.
Contact
Grace Cartwright
Gasthalter & Co.
(212) 257-4170
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