MILLBURN, N.J., May 18, 2022 /PRNewswire/ -- Omnichannel
Acquisition Corp. (the "Company") (NYSE: OCA, OCA.U, OCA.WS), a
special purpose acquisition company, today announced that it will
redeem all of its outstanding shares of Class A common stock (the
"public shares"), effective as of the close of business on
June 1, 2022, because the Company
will not consummate an initial business combination within the time
period required by its Amended and Restated Certificate of
Incorporation (the "Certificate of Incorporation").
As stated in the Company's registration statement on Form S-1,
effective as of November 19, 2020,
and in the Company's Certificate of Incorporation, if the Company
is unable to complete an initial business combination within 18
months of the closing of the Company's initial public offering, or
May 24, 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, including
interest not previously released to the Company to pay its taxes
(less up to $100,000 of interest to
pay dissolution expenses), by (B) the total number of then
outstanding public shares, which redemption will completely
extinguish rights of the holders of 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 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 $10.00 (the "Redemption
Amount"). The balance of the Trust Account as of December 31, 2021 was approximately $206,541,294, which includes approximately
$41,294 in interest and dividend
income (excess of cash over $206,500,000, the funds deposited into the trust
account). In accordance with the terms of the related trust
agreement, the Company expects to retain the interest and dividend
income from the trust account to pay dissolution expenses.
Accordingly, there is expected to be a total of $206,500,000 available for redemption of the
20,650,000 public shares outstanding, which results in a redemption
price of $10.00 per share.
As of the close of business on June 1,
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
shares. After June 1, 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.
About Omnichannel Acquisition Corp.
Omnichannel Acquisition Corp. is a blank check company whose
business purpose is to effect a merger, capital stock exchange,
asset acquisition, stock purchase, reorganization or similar
business combination with one or more businesses. For more
information, please visit www.omnichannelcorp.com.
Forward-Looking Statements
This press release includes "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. When used in this press release, the words "could,"
"should," "will," "may," "believe," "anticipate," "intend,"
"estimate," "expect," "project," the negative of such terms and
other similar expressions are intended to identify forward-looking
statements, although not all forward-looking statements contain
such identifying words. Such forward-looking statements are based
on current information and expectations, forecasts and assumptions,
and involve a number of judgments, risks and uncertainties.
Accordingly, forward-looking statements should not be relied upon
as representing the Company's views as of any subsequent date, and
the Company does not undertake any obligation to update
forward-looking statements to reflect events or circumstances after
the date they were made, whether as a result of new information,
future events or otherwise, except as may be required under
applicable securities laws. You should not place undue reliance on
these forward-looking statements. As a result of a number of known
and unknown risks and uncertainties, actual results or performance
may be materially different from those expressed or implied by
these forward-looking statements.
Contacts
Investor Relations
IR@omnichannelcorp.com
Media relations
PR@omnichannelcorp.com
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SOURCE Omnichannel Acquisition Corp.