Arctos NorthStar Acquisition Corp. Announces Redemption of Class A Ordinary Shares
Dallas, Texas, February 10, 2023Arctos NorthStar Acquisition Corp. (NYSE: ANAC) (the Company) today announced that its board of directors (the Board) has determined to redeem all of its outstanding Class A ordinary shares (the Class A Shares), effective as of February 27, 2023, because the Company will not consummate an initial business combination within the time period required by its amended and restated memorandum and articles of association (the Articles).
Pursuant to the Articles, if the Company does not consummate an initial business combination by February 25, 2023, the Company will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Class A Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to the Company to pay its income taxes (less taxes payable and up to US$100,000 of interest to pay dissolution expenses), divided by the number of then Class A Shares in issue, which redemption will completely extinguish public members rights as members (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Companys remaining members and the Board, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and other requirements of applicable law.
Net of dissolution expenses, the per-share redemption price for the Class A Shares is expected to be approximately $10.19 (the Redemption Amount). The Company anticipates that the last day of trading in the Companys Class A Shares will be February 24, 2023 and that, as of the open of business on February 27, 2023, the Class A Shares will be suspended from trading, will be deemed cancelled and will represent only the right to receive the Redemption Amount.
The Redemption Amount will be payable to the holders of the Class A Shares upon presentation of their respective share or unit certificates or other delivery of their shares or units to the Companys transfer agent, Continental Stock Transfer & Trust Company. Beneficial owners of Class A Shares held in street name, however, will not need to take any action in order to receive the Redemption Amount.
There will be no redemption rights or liquidating distributions with respect to the Companys warrants. The Companys initial shareholders have waived their redemption rights with respect to the outstanding Class B ordinary shares issued prior to the Companys initial public offering.
The Company expects that The New York Stock Exchange will file a Form 25 with the U.S. Securities and Exchange Commission to delist its securities.
About Arctos NorthStar Acquisition Corp.
The Company is sponsored by Arctos NorthStar Acquisition Holdings, LLC, an affiliate of Arctos Sports Partners (Arctos). The Company is led by Arctos Executive-in-Residence Theo Epstein, Arctos Managing Partner and co-Founder Doc OConnor and Arctos Managing Partner and co-Founder Ian Charles.
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 Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact included in this press release are forward-looking statements including, without limitation, the redemption of the Companys public shares. When used in this press release, words such as
anticipate, believe, estimate, expect, intend and similar expressions, as they relate to us or our 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 Companys management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Companys filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on our 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 Companys latest Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.