WILMINGTON, DE — Signal Hill Acquisition Corp. (NASDAQ: SGHL) this week announced that, due to its anticipated inability to consummate an initial business combination within the time period required by its Second Amended and Restated Certificate of Incorporation, the Company intends to dissolve and liquidate in accordance with the provisions of its Second Amended and Restated Certificate of Incorporation 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 $10.43.
“Current market conditions have convinced us that the best way to deliver on our promise to stockholders is to return the capital held in trust. We worked tirelessly to bring our shareholders value as we identified numerous potential business combination partners and met with many mission-aligned companies regarding potential transactions. Ultimately, however, we were unable reach a deal with a target company that we were confident would result in a successful business combination,” said Signal Hill Acquisition Corp.’s Chief Executive Officer Jonathan Bond.
As of the close of business on May 26, 2023, the Public Shares will be deemed canceled and will represent only the right to receive the redemption amount. The Company anticipates that the Public Shares, as well as the Company’s publicly traded units, warrants, and rights, will cease trading as of the close of business on May 26, 2023.
In order to provide for the disbursement of funds from the trust account, the Company has instructed the trustee of the trust account to take all necessary actions to liquidate 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 may redeem their shares for their pro rata portion of the proceeds of the trust account 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 on May 29, 2023.
The Company’s initial stockholders have waived their redemption rights with respect to the Company’s outstanding common stock issued prior to the Company’s initial public offering.
There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless.
The Company expects that The Nasdaq Stock Market, LLC will file a Form 25 with the United States Securities and Exchange Commission to delist its securities. The Company thereafter expects to file a Form 15 with the SEC to terminate the registration of its securities under the Securities Exchange Act of 1934, as amended.
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