Clarim Acquisition Corp. to Hold Special Meeting of Stockholders to Obtain Approval to Terminate Before Year-End
Clarim Acquisition Corp. (NASDAQ: CLRMU, CLRM, CLRMW) will conduct a Special Meeting on December 7, 2022, to seek stockholder approval for an amendment to its Charter. This amendment would allow the redemption of all outstanding public shares before the automatic termination date of February 2, 2023. If approved, public shares will cease trading on December 7, 2022, with voluntary redemptions occurring around December 8, 2022, and mandatory redemptions by December 12, 2022. Stockholders should review the definitive proxy statement filed with the SEC on November 14, 2022.
- Proposed early termination could streamline shareholder returns.
- Voluntary redemption may provide liquidity to investors.
- The inability to complete a business combination by the early termination date may signal challenges for the company.
- Potential dilution and loss of shareholder value if shares are redeemed.
NEW YORK, Nov. 30, 2022 /PRNewswire/ -- Clarim Acquisition Corp. (NASDAQ: CLRMU, CLRM, CLRMW) (the "Company") will be holding a Special Meeting of stockholders on December 7, 2022, at 9:00 a.m., Eastern Time, at the offices of Kirkland & Ellis LLP, located at 601 Lexington Avenue, 50th Floor, New York, New York 10022 (the "Special Meeting"). At this Special Meeting, stockholders will be asked to vote on, among other matters, a proposal to amend the Company's amended and restated certificate of incorporation (the "Charter"), which would, if implemented, allow the Company to redeem all of its outstanding public shares prior to December 30, 2022, in advance of the automatic termination date of February 2, 2023 (such earlier termination date, the "early termination date").
If approved by stockholders at the Special Meeting, the Board of Directors of the Company expects to file the amendment to the Charter on December 7, 2022 and establish December 7, 2022 as the early termination date. If the amendment to the Charter is implemented following stockholder approval, the last day of trading of the Company's public shares and units on the Nasdaq Stock Market LLC will be December 7, 2022.
Pursuant to the Company's Charter, a public stockholder may request that the Company redeem all or a portion of such stockholder's public shares for cash if the proposed amendment to the Charter is approved and the Charter is amended (a "voluntary redemption"). If the amendment to the Charter is implemented on December 7, 2022, the Company expects to complete such voluntary redemption on or about December 8, 2022. Moreover, because the Company will not be able to complete an initial business combination by the early termination date, the Company will be obligated to redeem the remaining public shares as promptly as possible, but not more than ten business days after the early termination date (a "mandatory redemption"). If the amendment to the Charter is implemented following stockholder approval, the Company expects to complete the mandatory redemption on or about December 12, 2022.
For more information, please see the definitive proxy statement filed by the Company with the Securities and Exchange Commission (the "SEC") on November 14, 2022.
Specific procedures regarding redemptions can be found in the definitive proxy statement. Holders of the Company's units must elect to separate the underlying public shares and public warrants prior to exercising redemption rights. There will be no redemption rights or liquidating distributions with respect to the Company's warrants, which will expire worthless at the early termination date if the amendment to the Charter is approved by stockholders and implemented. Stockholders are encouraged to contact their brokerage firm or bank or the Company's transfer agent for additional information regarding redemption procedures.
This press release includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements relating to the proposed early termination of the Company, anticipated redemptions, liquidation and dissolution. These forward-looking statements involve many risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including, without limitation, the receipt of the requisite stockholder approval to effect the proposed amendment to the Charter. These forward-looking statements speak only as of the date of the foregoing communication, and the Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in its expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Please refer to the publicly filed documents of the Company, including its most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, for risks and uncertainties related to the Company's business which may affect the statements made in this communication.
On November 14, 2022, the Company filed a definitive proxy statement with the SEC in connection with its solicitation of proxies for the Special Meeting. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND OTHER DOCUMENTS THE COMPANY FILES WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders will be able to obtain free copies of the definitive proxy statement (including any amendments or supplements thereto) and other documents filed with the SEC through the web site maintained by the SEC at www.sec.gov or may be obtained by contacting the Company.
The Company, Clarim Partners LLC and their respective directors and officers may be deemed to be participants in the solicitation of proxies from stockholders in connection with the Special Meeting. Additional information regarding the identity of these potential participants and their direct or indirect interests, by security holdings or otherwise, is set forth in the definitive proxy statement. You may obtain free copies of these documents using the sources indicated above.
Clarim Acquisition Corp. is a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving one or more businesses or entities. While the Company may pursue an initial business combination target in any business, industry or geographical location, it intends to focus our search primarily within the consumer-facing e-commerce sector. The Company is led by James F. McCann, Chairman and Chief Executive Officer.
Media Contact
Russell Ollis
Copperfield Advisory
russell@copperfield.nyc
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SOURCE Clarim Acquisition Corp.
FAQ
What is the purpose of the Special Meeting for Clarim Acquisition Corp. on December 7, 2022?
What will happen if stockholders approve the amendment to the Charter?
What are the expected dates for the redemption of public shares?
How can shareholders redeem their public shares?
What risks are associated with the proposed amendment and early termination?
