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Intelligent Medicine Acquisition Corp. (NASDAQ: IQMD) announced its intention to dissolve and liquidate after failing to complete an initial business combination within the designated time frame. The company will redeem all outstanding shares of Class A common stock at approximately $11.22 per share based on trust account balances as of April 24, 2023. Following redemption, shares will be canceled, and shareholders will receive their pro rata portion minus $100,000 for expenses. Trading of IQMD shares will cease on April 27, 2023, with plans to delist the securities from Nasdaq and terminate registration with the SEC. The sponsors have waived their redemption rights, and warrants associated with the shares will expire worthless.
Positive
Shareholders will receive a redemption price of approximately $11.22 per share from the trust.
The liquidation allows shareholders to recover funds rather than remaining in an inactive company.
Negative
Failure to complete a business combination indicates strategic shortcomings.
Warrants will expire worthless, leading to a loss for warrant holders.
BETHESDA, Md.--(BUSINESS WIRE)--
Intelligent Medicine Acquisition Corp. (NASDAQ:IQMD) (the “Company”), a blank-check company formed for the purpose of acquiring or merging with one or more businesses, today announced that because the Company does not believe it will be able to consummate an initial business combination within the time period required by its Amended and Restated Certificate of Incorporation (the “Charter”), the Company intends to dissolve and liquidate in accordance with the provisions of the Charter, and will redeem all of the outstanding shares of Class A common stock that were included in the units issued in its initial public offering (the “Public Shares”), at a per-share redemption price of approximately $11.22 based on the amount in trust (before any withdrawals for taxes and dissolution expenses) as of April 24, 2023.
Following the redemption, the Public Shares will be deemed cancelled and will represent only the right to receive the redemption amount.
In order to provide for the disbursement of funds from the trust account, the Company will instruct the trustee of the trust account to take all necessary actions to liquidate the securities held in the trust account. The proceeds of the trust account will be held in a non-interest bearing account while awaiting disbursement to the holders of the Public Shares. Record holders will receive their pro rata portion of the proceeds of the trust account, less $100,000 of interest to pay dissolution expenses and net of taxes payable, by delivering their Public Shares to Continental Stock Transfer & Trust Company, the Company’s transfer agent. 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 redemption of the Public Shares is expected to be completed within ten business days after April 27, 2023.
The Company’s sponsors have agreed to waive their redemption rights with respect to their shares of common stock of the Company. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless.
Nasdaq Stock Market LLC (“Nasdaq”) will suspend trading of the Company’s shares at the open of business on April 27, 2023. The Company expects that Nasdaq will file a Form 25 with the United States Securities and Exchange Commission (the “Commission”) to delist the Company’s 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 contains statements that constitute “forward-looking statements.” 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 filed with the SEC and subsequent reports filed with the SEC, as amended from time to time. Copies of these documents are available on the SEC’s website, at www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
