NEW
YORK, Nov. 15, 2022 /PRNewswire/ -- G&P
Acquisition Corp. (NYSE: GAPA) ("G&P" or the "Company"), a
publicly-traded special purpose acquisition company, today
announced that it will redeem all of its outstanding shares of
Class A common stock, par value $0.0001 (the "public shares"), effective as of
November 30, 2022, because G&P
will not consummate an initial business combination within the time
period required by its Amended and Restated Certificate of
Incorporation (the "Certificate of Incorporation").
"Consistent with the disciplined, investor-centric focus of
G&P, we made the prudent decision to proceed with a liquidation
because we believe doing so is in the best interest of
shareholders," said Brendan
O'Donnell, CEO of G&P. "We met with many strong
companies over the last year and a half and signed an LOI on a very
promising transaction. However, current market dynamics, enacted
and pending changes in the regulatory environment, and unrealistic
pricing expectations persuaded us that the prudent decision was to
return to shareholders the capital held in trust, with interest, on
our original timeline rather than seek a further extension."
As stated in the Company's registration statement on Form S-1,
effective as of March 10, 2021, and
in the Company's Certificate of Incorporation, if the Company is
unable to complete an initial business combination within 20 months
of the closing of the Company's initial public offering, or
November 15, 2022, 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 subject to lawfully available funds therefor,
redeem 100% of the public shares in consideration of 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 (net
of amounts withdrawn by the Company to pay its taxes and less up to
$100,000 of such net interest to pay
dissolution expenses), including interest, by (B) the total number
of then outstanding public shares, which redemption will completely
extinguish rights of the holders of the public shares (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
remaining stockholders and the board of directors of the Company in
accordance with applicable law, dissolve and liquidate, subject in
each case to the Company's obligations under the General
Corporation Law of the State of
Delaware, as amended from time to time, to provide for
claims of creditors and other requirements of applicable law.
The per-share redemption price for the public shares will be
approximately $10.17 (the "Redemption
Amount"). The last day that the Company's securities will trade on
the New York Stock Exchange (the "NYSE") will be November 15,
2022. As of November 30, 2022, 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.
The Company's sponsor has waived its redemption rights with
respect to the outstanding founder shares and private placement
warrants. After November 30, 2022,
the Company shall cease all operations except for those required to
wind up the Company's business.
The Company expects that the NYSE 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.
Forward-Looking Statements
This press release may include, and oral statements made from
time to time by representatives of G&P 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. Statements regarding
possible business combinations and the financing thereof, and
related matters, as well as all other 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 us or our 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 Securities and Exchange
Commission ("SEC"). All subsequent written or oral forward-looking
statements attributable to us or persons acting on our 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 annual report on Form 10-K
for the fiscal year ended December 31,
2021, filed with the SEC on March 31, 2022. The Company
undertakes no obligation to update these statements for revisions
or changes after the date of this release, except as required by
law.
Contacts:
Investors and
Media:
Email: investorrelations@gapacq.com
Phone: (212) 415-6506
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SOURCE G&P Acquisitions Corp