Shelter Acquisition Corporation I Announces Determination to Liquidate Company and Delist Before Year-End

Rhea-AI Summary

Shelter Acquisition Corporation I (Nasdaq: SHQA) announced a stockholder meeting on December 21, 2022, where an amendment was approved to extend the deadline for completing a business combination to June 30, 2023. However, due to the anticipated inability to complete this process, the Board decided to liquidate and redeem all remaining Public Shares to avoid tax liabilities in 2023. The Mandatory Redemption is set for approximately December 27, 2022, with no rights for warrants post-liquidation. Nasdaq has been notified to suspend trading and delist the Securities.

Positive

• Extension of business combination deadline allows more time for potential opportunities.
• Decision to liquidate may prevent tax liabilities for shareholders in 2023.

Negative

• Inability to complete a business combination by the original deadline implies challenges in finding a suitable partner.
• Mandatory redemption may lead to loss of shareholder investment value.

NEW YORK, New York, Dec. 21, 2022 (GLOBE NEWSWIRE) -- Shelter Acquisition Corporation I (the “Company”) (Nasdaq: SHQA, SHQAU, SHQAW) has announced that, at a special meeting of stockholders held on December 21, 2022, the stockholders approved an amendment to the Company’s amended and restated certificate of incorporation to change the date by which the Company must consummate a business combination from January 2, 2023 to June 30, 2023 or such earlier date as determined by the board of directors of the Company (the “board”) to be in the best interests of the Company (such date, the “Termination Date”).

Because the Company does not believe it will be able to complete an initial business combination by the Termination Date, on December 21, 2022, the board unanimously determined it is in the best interest of the Company to liquidate and redeem all remaining Public Shares before the end of the fiscal year in order to avoid incurring additional tax liabilities in 2023. Accordingly, the Company is obligated to redeem the remaining Public Shares as promptly as possible, but not more than 10 business days after the the date hereof (the “Mandatory Redemption”). The Company expects to complete the Mandatory Redemption on or about December 27, 2022. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless upon completion of liquidation.

On December 21, 2022, the Company notified The Nasdaq Stock Market LLC (“Nasdaq”) of the Mandatory Redemption and requested that Nasdaq (i) suspend trading of the Company’s Public Shares, redeemable warrants, each exercisable for one Public Share at an exercise price of $11.50 per share, subject to adjustment (the “Redeemable Warrants”), and units, each consisting of one Public Share and one-half of one Redeemable Warrant (collectively with the Public Shares and the Redeemable Warrants, the “Securities”), effective before the opening of trading on December 22, 2022, and (ii) file with the Securities and Exchange Commission (the “SEC”) a Form 25 Notification of Removal from Listing and/or Registration (“Form 25”) to delist and deregister the Securities under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Once the Form 25 becomes effective to deregister the Securities under Section 12(b) of the Exchange Act, the Company intends to file a Form 15 Certification and Notice of Termination of Registration with the SEC, requesting that the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act be suspended with respect to the Securities.

For more information, please see the definitive proxy statement filed by the Company with the SEC on November 23, 2022, as supplemented on December 7, 2022 and December 16, 2022.

Forward-Looking Statements

This press release may include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. All 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,” “estimate,” “expect,” “intend” and similar expressions, as they relate to the Company or its 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 SEC. All subsequent written or oral forward-looking statements attributable to the Company or persons acting on the Company’s 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 year ended December 31, 2021, subsequent Quarterly Reports on Form 10-Q and other documents the Company has filed with the SEC. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Media Contact:
Danion Fielding
danion@shelteracq.com

FAQ

What is the new deadline for Shelter Acquisition Corporation I to complete a business combination?

The new deadline is June 30, 2023.

Why did the board decide to liquidate the remaining Public Shares of SHQA?

The board determined that liquidation was necessary to avoid additional tax liabilities in 2023.

When is the mandatory redemption expected to take place for SHQA shares?

The mandatory redemption is expected to occur around December 27, 2022.

Have the SHQA Securities been delisted from Nasdaq?

Yes, Nasdaq has been notified to suspend trading and delist the Securities.

What happens to the warrants after the liquidation of SHQA?

There will be no redemption rights for the warrants, which will expire worthless upon completion of liquidation.