DENVER, Dec. 18,
2023 /PRNewswire/ -- Accretion Acquisition Corp.
(NASDAQ: ENER) (the "Company") today announced that its board of
directors (the "Board") has determined not to proceed with a
proposal to extend its corporate existence, as set forth in the
Company's definitive proxy statement, filed with the U.S.
Securities and Exchange Commission (the "SEC") on November 27, 2023. As such, the Board has
determined to cancel the annual meeting of its stockholders,
previously scheduled for December 19,
2023, and to redeem all of its outstanding shares of common
stock, par value $0.001 per share
(the "Common Stock"), sold in its initial public offering
(the "Public Shares"), effective on or about December 26, 2023, because the Company will not
consummate an initial business combination transaction within the
time period required by its amended and restated certificate of
incorporation (as amended, the "Charter").
Pursuant to the Charter, if the Company does not consummate an
initial business combination by December 25,
2023, the Company will: (i) cease all operations except for
the purposes of winding up, (ii) as promptly as reasonably possible
but not more than ten (10) business days thereafter subject to
lawfully available funds therefor, redeem 100% of the Public Shares
at a per-share price, payable in cash, equal to the aggregate
amount then held in the Company's trust account, including the
interest earned held in the Company's trust account and not
previously released to the Company to pay its taxes (less up to
$100,000 of interest for the
Company's dissolution expenses), divided by the total number of
Public Shares then outstanding, which redemption will completely
extinguish such holders' rights as stockholders (including the
right to receive further liquidation distributions, if any), and
(iii) as promptly as reasonably possible following such redemption,
subject to approval of the Company's then stockholders, and subject
to the requirements of the Delaware General Corporation Law and the
Board in accordance with applicable law, dissolve and liquidate,
subject in each case to the Company's obligations under the General
Corporation Law of the State of
Delaware to provide for claims of creditors and other
requirements of applicable law.
The Company anticipates that the last day of trading of the
Common Stock will be December 22,
2023 and that, on or about December
26, 2023, the Public Shares will be suspended from trading,
will be deemed cancelled and will represent only the right to
receive the per-share redemption price for the public shares to be
announced at a later date (the "Redemption Amount").
The Redemption Amount will be payable to the holders of the
Public Shares upon presentation of their respective share or unit
certificates or other delivery of their shares or units to the
Company's transfer agent, Continental Stock Transfer & Trust
Company. Beneficial owners of Public 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 Company's warrants or rights. The Company's
initial stockholders have waived their redemption rights with
respect to the outstanding shares of Common Stock issued prior to
the Company's initial public offering.
The Company expects that the Nasdaq Stock Market LLC will file a
Form 25 with the U.S. Securities and Exchange Commission to delist
its securities.
About Accretion Acquisition
Corp.
Accretion Acquisition Corp. is a blank check company organized
for the purpose of effecting a merger, share exchange, asset
acquisition, stock purchase, recapitalization or other similar
business combination with one or more businesses or entities. The
Company's efforts to identify a prospective target business will
not be limited to any particular industry or geographic region.
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 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 Company's
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 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 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
Company's latest Annual Report on Form 10-K and subsequent
Quarterly Reports on Form 10-Q 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.
For more information, please
contact:
Brad Morse
Accretion Acquisition Corp.
brad@fulcrumef.com
View original content to download
multimedia:https://www.prnewswire.com/news-releases/accretion-acquisition-corp-announces-cancellation-of-annual-meeting-and-redemption-of-public-shares-302018398.html
SOURCE Accretion Acquisition Corp.