Failure to complete business combination triggers SPAC liquidation, Nasdaq delisting, share cancellation and worthless warrant expiration

Key Facts

• The company does not expect to complete a business combination before its Completion Window expires on August 12, 2026, following the sponsor’s decision to stop making extension payments.
• The board has determined that the company will cease operations except for winding up, redeem its public shares, and then dissolve and liquidate; the dissolution and liquidation remain subject to required approvals and applicable law.
• The company’s warrants will have no redemption rights or liquidating distributions and are expected to expire worthless.
• The company expects to redeem all outstanding public shares for approximately $11.47 per share, with payment expected on or around August 19, 2026.
• The company’s securities are expected to stop trading on Nasdaq after August 12, 2026; public shares will be deemed cancelled at the close of business on August 13, 2026, retaining only the right to receive the redemption amount.

Source

View the source SEC filing